<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of November, 2000
----------------
AMVESCAP PLC
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(Translation of registrant's name into English)
11 DEVONSHIRE SQUARE, LONDON EC2M 4YR, ENGLAND
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(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F _X_ Form 40-F ___
[Indicate by check mark whether registrant by furnishing the Information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes ___ No _X_
[If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- N/A
------------
Description of document filed: OFFER DOCUMENT
--------------
<PAGE> 2
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN
ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED IMMEDIATELY TO
SEEK YOUR OWN PERSONAL FINANCIAL ADVICE FROM YOUR STOCKBROKER, BANK MANAGER,
SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED
UNDER THE FINANCIAL SERVICES ACT 1986.
THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING FORM OF
ACCEPTANCE.
IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL YOUR PERPETUAL SHARES, PLEASE SEND
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 TRANSMISSION TO
THE PURCHASER OR TRANSFEREE. SUCH DOCUMENTS SHOULD NOT, HOWEVER, BE FORWARDED OR
TRANSMITTED IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
Salomon Brothers International Limited, (trading as Schroder Salomon Smith
Barney) which is regulated in the UK by The Securities and Futures Authority
Limited, is acting for AMVESCAP and no one else in connection with the Offer and
will not be responsible to anyone other than AMVESCAP for providing the
protections afforded to customers of Schroder Salomon Smith Barney or for
providing advice in relation to the Offer.
De Guardiola Advisors, Inc. is acting for AMVESCAP and no one else in connection
with the Offer and will not be responsible to anyone other than AMVESCAP for
providing advice in relation to the Offer.
Merrill Lynch International, which is regulated in the UK by The Securities and
Futures Authority Limited, is acting for Perpetual and no one else in connection
with the Offer and will not be responsible to anyone other than Perpetual for
providing the protections afforded to customers of Merrill Lynch International
or for providing advice in relation to the Offer.
Cazenove & Co., who are regulated in the UK by The Securities and Futures
Authority Limited, are acting for Perpetual and no one else in connection with
the Offer and will not be responsible to anyone other than Perpetual for
providing the protections afforded to customers of Cazenove & Co. or for
providing advice in relation to the Offer.
--------------------------------------------------------------------------------
RECOMMENDED CASH AND SHARE OFFER
BY
SCHRODER SALOMON SMITH BARNEY
ON BEHALF OF
AMVESCAP PLC
TO ACQUIRE THE WHOLE OF THE ISSUED SHARE CAPITAL OF
PERPETUAL PLC
--------------------------------------------------------------------------------
COMPLETED FORMS OF ACCEPTANCE SHOULD BE RETURNED BY POST IN THE ENCLOSED REPLY
PAID ENVELOPE OR DELIVERED BY HAND TO CAPITA IRG PLC, NEW ISSUES DEPARTMENT,
BOURNE HOUSE, 34 BECKENHAM ROAD, BECKENHAM, KENT BR3 4TH OR DELIVERED BY HAND
ONLY (DURING NORMAL BUSINESS HOURS) TO CAPITA IRG PLC, GUILDHALL HOUSE, 81-87
GRESHAM STREET, LONDON EC2 AS SOON AS POSSIBLE BUT, IN ANY EVENT, SO AS TO BE
RECEIVED NOT LATER THAN 3.00 P.M. (LONDON TIME) ON 23 NOVEMBER 2000. THE
PROCEDURE FOR ACCEPTANCE OF THE OFFER IS SET OUT IN PARAGRAPH 12 OF THE LETTER
FROM SCHRODER SALOMON SMITH BARNEY ON PAGES 12 TO 15 OF THIS DOCUMENT AND IN THE
FORM OF ACCEPTANCE.
A letter of recommendation from the Chairman of Perpetual is set out on pages 3
to 5 of this document.
The Offer is not being made, directly or indirectly, in or into the United
States, Canada, Australia or Japan and this document and the Form of Acceptance
are not being, and must not be, mailed, forwarded, transmitted or otherwise
distributed or sent in or into the United States, Canada, Australia or Japan.
The new AMVESCAP Shares and the Loan Notes have not been, and will not be,
registered under the Securities Act or any US state securities laws or any
relevant securities laws of Canada. Further, no prospectus in relation to the
new AMVESCAP Shares and/or the Loan Notes has been, or will be, lodged with or
registered by the Australian Securities Commission nor have any steps been taken
to enable the new AMVESCAP Shares and/or the Loan Notes to be offered in Japan
in compliance with applicable securities laws of Japan. Accordingly, the new
AMVESCAP Shares and the Loan Notes must not be offered, sold or delivered,
directly or indirectly in or into the United States, Canada, Australia or Japan,
or to or for the account or benefit of, US persons or to persons resident in
Canada, Australia or Japan. Any person (including nominees, trustees and
custodians) who would, or intends to, forward this document and/or the
accompanying Form of Acceptance to any jurisdiction outside the United Kingdom
should read the further details in this regard which are contained in paragraph
6(b) of Part B of Appendix I to this document before taking any action.
<PAGE> 3
CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I
Letter from the Chairman of Perpetual 3
PART II
Letter from Schroder Salomon Smith Barney 6
1. Introduction 6
2. Details of the Offer 6
3. Loan Note Alternative 7
4. Background to and reasons for the Offer 8
5. Financial effects on AMVESCAP 8
6. Information relating to AMVESCAP 8
7. Information relating to Perpetual 8
8. Management and employees 9
9. Perpetual Share Option Schemes 9
10. UK taxation 9
11. Overseas shareholders 12
12. Procedure for acceptance of the Offer 12
13. Listing, settlement and dealings 15
14. Further information 16
15. Action to be taken 17
APPENDICES
I Conditions and further terms of the Offer 18
Part A Conditions of the Offer 18
Part B Further terms of the Offer and the Loan Note Alternative 23
Part C Form of Acceptance 32
II Details of the Loan Notes 36
III Financial and other information relating to AMVESCAP 39
Part A Results for the period ended 30 September 2000 40
Part B Financial information extracted from the audited financial statements of
AMVESCAP for the three financial years ended 31 December 1999 44
IV Financial and other information relating to Perpetual 62
Part A Interim results for the period ended 31 March 2000 63
Part B Financial information extracted from the audited financial statements of
Perpetual for the three financial years ended 30 September 1999 70
Part C Preliminary announcement of the financial results of Perpetual for the year
ended 30 September 2000 89
V Additional information 100
VI Definitions 123
</TABLE>
2
<PAGE> 4
LETTER OF RECOMMENDATION FROM THE CHAIRMAN OF PERPETUAL
[PERPETUAL LOGO]
Perpetual Park
Perpetual Park Drive
Henley-on-Thames
Oxfordshire
RG9 1HH
(Registered in England under number 1101042)
2 November 2000
To Perpetual Shareholders and, for information only, to participants in
Perpetual Share Option Schemes
Dear Shareholder,
RECOMMENDED CASH AND SHARE OFFER FOR PERPETUAL
1. INTRODUCTION
It was announced on 19 October 2000 that agreement had been reached between your
board and the board of AMVESCAP on the terms of a recommended cash and share
offer for Perpetual. I am writing to you to explain the background to the Offer
and the reasons why Perpetual's directors are unanimously recommending that you
accept it. The formal Offer is set out in the letter from Schroder Salomon Smith
Barney on pages 6 to 17 of this document.
2. TERMS OF THE OFFER
The Offer is being made on the following basis:
FOR EACH PERPETUAL SHARE TWO NEW AMVESCAP SHARES AND (pound)10 IN CASH
In addition, on 19 October 2000, Perpetual declared a second interim dividend of
43p (net) per Perpetual Share in respect of the year ended 30 September 2000, to
replace a final dividend. Acceptance of the Offer will not prevent Perpetual
Shareholders from receiving and retaining this second interim dividend, which is
payable on 24 November 2000 to Perpetual Shareholders on the register on 3
November 2000.
At the close of business on 18 October 2000, the day before the Offer was
announced, the Offer valued each Perpetual Share at approximately (pound)35.80
and the whole of the issued share capital of Perpetual at approximately
(pound)1.05 billion, based on the closing middle market quotation of an AMVESCAP
Share. At the close of business on 1 November 2000, the day before this Offer
document was published, based on the closing middle market quotation of an
AMVESCAP Share, the offer of two new AMVESCAP Shares and (pound)10 in cash
valued each Perpetual Share at (pound)43.10 and valued the whole of the issued
share capital of Perpetual at approximately (pound)1.26 billion.
Perpetual Shareholders, other than US persons and certain overseas shareholders,
may elect to receive Loan Notes instead of all or part of the cash consideration
to which they would otherwise be entitled under the Offer but not in respect of
the second interim dividend. The Loan Note Alternative is described more fully
on page 7 and in Appendix II to this document.
3. BACKGROUND TO AND REASONS FOR PERPETUAL'S RECOMMENDATION OF THE OFFER
Since its establishment 26 years ago, Perpetual has evolved from a small
portfolio manager into a large and widely respected asset manager with some 800
employees and a significant market share in the authorised unit trust industry.
Many people have contributed to the success we enjoy today. It has been an
exciting and rewarding period but not always without its setbacks and the
objective of maintaining momentum and increasing profits has become more
challenging.
On 30 May 2000, your Board announced that it had decided to conduct a review of
its strategic options following a number of approaches it had received and in
the light of the rapid pace of consolidation occurring in the financial services
sector as well as the significant challenges that the asset management industry
faces in the next few years.
3
<PAGE> 5
During the course of this review, the board recognised the success that the
company had achieved as an independent, focused asset management company:
o Outstanding long-term investment record across a range of asset classes
and regions
o Highly developed operational processes and systems that underpinned the
company's reputation for administrative excellence and efficiency
o One of the most widely recognised retail financial brands in the UK
o Strong relationships with the very important IFA distribution channel.
However, the need to compete effectively in a rapidly changing marketplace in
the UK as well as the opportunities for developing Perpetual's business
overseas, into Europe in particular, persuaded the board that the company would
be better placed to meet these challenges with the support of a larger financial
organisation which had significant global marketing and distribution
capabilities.
It was against this background that your board concluded that the offer from
AMVESCAP, a financial institution focused solely on investment management
services, represents both the full value of Perpetual and the best option for
the future development of Perpetual's business, benefiting its customers,
employees and shareholders.
4. MANAGEMENT AND EMPLOYEES
The combination of Perpetual with AMVESCAP will produce a leading UK retail
asset management business which will offer enhanced career opportunities for
Perpetual's staff and management. AMVESCAP has stated that the Henley facilities
will provide the operational capacity its expansion requires. In addition,
AMVESCAP has stated that it attaches great importance to key employees of
Perpetual continuing to have appropriate performance-related incentives to
ensure that the combined business maintains a successful team for its future
growth and development.
AMVESCAP has given assurances to Perpetual that the employment rights of
Perpetual's employees, including the pension entitlements, will be fully
safeguarded.
5. PERPETUAL SHARE OPTION SCHEMES
The Offer will extend to Perpetual Shares issued or unconditionally allotted
upon the exercise of options under the Perpetual Share Option Schemes whilst the
Offer remains open for acceptance (or at such earlier date as AMVESCAP may
decide, not being earlier than the date on which the Offer becomes unconditional
as to acceptances or, if later, the first closing date of the Offer). To the
extent that such options are not exercised, AMVESCAP will make appropriate
proposals to participants in the Perpetual Share Option Schemes in due course.
6. ACTION TO BE TAKEN TO ACCEPT THE OFFER
Your attention is drawn to pages 12 to 15 of this document, which set out the
procedures for acceptance of the Offer.
In order to accept the Offer, you should complete and return the accompanying
Form of Acceptance, whether or not your Perpetual Shares are in CREST, in
accordance with the instructions printed on it as soon as possible and in any
event so as to be received by no later than 3.00 pm on 23 November 2000. A
reply-paid envelope is enclosed for your use if you are posting your documents
in the United Kingdom.
7. PRELIMINARY RESULTS
Perpetual's unaudited preliminary results for the year ended 30 September 2000
were announced on 1 November 2000.
I was pleased to report in this announcement that pre-tax profits for the year
ended 30 September 2000 were (pound)72.7 million, which re-establishes profits
at the level achieved in 1998. Assets under management increased during the
period under review from (pound)10.9 billion to (pound)11.8 billion. For the
calendar year to date, Perpetual has experienced improved investment performance
and, in particular, Perpetual's UK funds have performed strongly with the key UK
PEP/ISA funds achieving top decile performance against relevant peer groups. In
the year ahead, we expect to benefit from our improved investment performance
and growing pension sales.
The full text of this preliminary announcement is set out in Part C of Appendix
IV of this document.
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<PAGE> 6
8. RECOMMENDATION
THE DIRECTORS OF PERPETUAL, WHO HAVE BEEN SO ADVISED BY MERRILL LYNCH AND
CAZENOVE, CONSIDER THE TERMS OF THE OFFER TO BE FAIR AND REASONABLE. IN
PROVIDING THEIR ADVICE, MERRILL LYNCH AND CAZENOVE HAVE TAKEN INTO ACCOUNT THE
PERPETUAL DIRECTORS' COMMERCIAL ASSESSMENTS. ACCORDINGLY, THE DIRECTORS OF
PERPETUAL UNANIMOUSLY RECOMMEND PERPETUAL SHAREHOLDERS TO ACCEPT THE OFFER, AS
THEY HAVE IRREVOCABLY UNDERTAKEN TO DO IN RESPECT OF THEIR OWN BENEFICIAL
HOLDINGS, AMOUNTING, IN AGGREGATE, TO 4,104,757 PERPETUAL SHARES, REPRESENTING
14 PER CENT. OF PERPETUAL'S EXISTING ISSUED SHARE CAPITAL.
Yours sincerely,
MARTYN ARBIB
CHAIRMAN
5
<PAGE> 7
LETTER FROM SCHRODER SALOMON SMITH BARNEY
[SCHRODER SALOMON SMITH BARNEY LETTERHEAD]
2 November 2000
To Perpetual Shareholders and, for information only, to participants in
Perpetual Share Option Schemes
Dear Shareholder,
RECOMMENDED CASH AND SHARE OFFER FOR PERPETUAL
1. INTRODUCTION
The boards of AMVESCAP and Perpetual announced on 19 October 2000 that they had
reached agreement on the terms of a recommended cash and share offer, to be made
by Schroder Salomon Smith Barney on behalf of AMVESCAP, for the whole of the
issued and to be issued share capital of Perpetual. This letter, Appendix I of
this document and the accompanying Form of Acceptance contain the formal terms
of the Offer and set out the procedure for acceptance.
The Offer comprises two new AMVESCAP Shares and (pound)10 in cash for every
Perpetual Share, valuing each Perpetual Share at approximately (pound)35.80 and
the whole of the issued share capital of Perpetual at approximately (pound)1.05
billion based on the closing middle market quotation of an AMVESCAP Share at the
close of business on 18 October 2000. At the close of business on 1 November
2000, the day before this Offer Document was published, based on the closing
middle market quotation of an AMVESCAP Share the offer of two new AMVESCAP
Shares and (pound)10 in cash valued each Perpetual Share at (pound)43.10 and
valued the whole of the existing issued share capital of Perpetual at
approximately (pound)1.26 billion.
Irrevocable undertakings to accept the Offer have been received from:
o all of the directors of Perpetual who hold Perpetual Shares in respect
of 4,104,757 Perpetual Shares in aggregate; and
o the trustees of the Martyn Arbib 1979 Settlement in respect of
8,236,762 Perpetual Shares in aggregate.
These represent approximately 42 per cent. of the issued share capital of
Perpetual.
The irrevocable undertakings will continue to be binding in the event that a
competing offer is made for Perpetual. Further details of the irrevocable
undertakings are set out in paragraph 3a(iv) of Appendix V.
Your attention is drawn to the letter from the Chairman of Perpetual, set out on
pages 3 to 5 of this document, in which it is stated that the directors of
Perpetual consider the terms of the Offer to be fair and reasonable. The
directors of Perpetual have unanimously recommended Perpetual Shareholders to
accept the Offer, as they have irrevocably undertaken to do in respect of their
own holdings of Perpetual Shares.
2. DETAILS OF THE OFFER
The Offer is hereby made on the following basis:
FOR EACH PERPETUAL SHARE TWO NEW AMVESCAP SHARES AND (pound)10 IN CASH
In addition, on 19 october 2000, perpetual declared a second interim dividend of
43p (net) per perpetual share in respect of the year ended 30 september 2000, to
replace a final dividend. Acceptance of the offer will not prevent perpetual
shareholders from receiving and retaining this second interim dividend, which is
payable on 24 november 2000 to perpetual shareholders on the register on 3
November 2000.
6
<PAGE> 8
Assuming full acceptance of the Offer, no election for the Loan Note Alternative
and full exercise of options under the Perpetual Share Option Schemes, the Offer
will result in the issue of approximately 62 million new AMVESCAP Shares and the
payment of approximately (pound)309 million in cash.
Perpetual Shareholders (other than US persons and certain overseas shareholders)
who wish to receive some or all of their entitlement to cash in the form of Loan
Notes may elect to do so under the Loan Note Alternative, which is described in
paragraph 3 below.
The new AMVESCAP Shares will be issued credited as fully paid and free from all
liens, equities, charges, encumbrances and other interests, and will rank pari
passu in all respects with existing AMVESCAP Shares including the right to
receive dividends and other distributions declared by the directors of AMVESCAP.
The first dividend in which holders of such shares will be eligible to
participate will be the AMVESCAP final dividend for the year ended 31 December
2000.
The Perpetual Shares which are the subject of the Offer will be acquired by
AMVESCAP fully paid and free from all liens, charges, equitable interests,
encumbrances and other interests of any nature whatsoever and together with all
rights now and hereafter attaching thereto, including the right to receive and
retain all dividends, interest and other distributions declared hereafter, other
than the right to Perpetual's second interim dividend declared on 19 October
2000 of 43 pence (net) for each Perpetual Share which is payable on 24 November
2000 to Perpetual Shareholders on the register on 3 November 2000.
The Offer is subject to the conditions and further terms set out in Appendix I
of this document and the Form of Acceptance.
If acceptances in respect of 90 per cent. of Perpetual Shares are received under
the Offer, AMVESCAP intends to apply the provisions of Sections 428 to 430F
(inclusive) of the Companies Act to acquire compulsorily any outstanding
Perpetual Shares.
3. LOAN NOTE ALTERNATIVE
As an alternative to all or part of the cash consideration to which they would
otherwise be entitled under the Offer, Perpetual Shareholders who validly accept
the Offer, other than US persons and certain overseas shareholders, may elect to
receive Loan Notes to be issued by AMVESCAP instead of some or all of the cash
consideration which would otherwise be receivable under the Offer on the
following basis:
FOR EVERY (pound)1 OF CASH CONSIDERATION (pound)1 NOMINAL OF LOAN NOTES
The loan notes will be issued, credited as fully paid, in integral multiples of
(pound)1 in nominal amount and will be registered and transferable in minimum
amounts of (pound)1000 or integral multiples thereof.
The Loan Notes will be constituted by the Loan Note Instrument executed as a
deed by AMVESCAP. The Loan Note Alternative is conditional upon the Offer
becoming or being declared unconditional in all respects and will remain open
for so long as the Offer remains open for acceptance.
The Loan Notes will bear interest (from and including the date the Offer becomes
wholly unconditional), payable six monthly in arrears on 30 October and 30
April, at the rate per annum calculated by AMVESCAP to be six month LIBOR less
0.5 per cent. The first interest payment date will be 30 October 2001 in respect
of the period from and including the date that the Offer becomes wholly
unconditional up to and including 30 October 2001. Holders of Loan Notes will
have the right to redeem their Loan Notes, in whole or in part, on 30 October
2001 and at six-monthly intervals, on interest payment dates, thereafter. Unless
previously redeemed or purchased, the Loan Notes will be repaid in full at par
on 30 October 2005 together with accrued interest (subject to any requirement to
deduct tax therefrom).
The Loan Notes can be redeemed by AMVESCAP on any interest payment date prior to
30 October 2005 provided AMVESCAP has given not less than 30 days prior notice
in writing if, at any time, the principal amount outstanding of all Loan Notes
is less than (pound)5 million.
The Loan Notes will be transferable, but no application is intended to be made
for the Loan Notes to be listed or dealt on any stock exchange. Schroder Salomon
Smith Barney has advised that, based on market conditions, on 1 November 2000
(the last business day prior to publication of this document), in its opinion,
the value of the Loan Notes, if they had been issued at that date, would have
been not less than 98p per (pound)1 of nominal value.
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<PAGE> 9
Further details of the Loan Note Instrument and the Loan Notes are set out in
Appendix II of this document.
4. BACKGROUND TO AND REASONS FOR THE OFFER
The transaction combines AMVESCAP's rapidly growing UK business with Perpetual,
one of the UK's most respected retail fund managers with funds under management
of (pound)11.8 billion as of 30 September 2000, to create a leading player in
one of the world's major investment markets.
The directors of AMVESCAP believe that the transaction creates a leading player
in the UK retail market, with a powerful platform for growth.
The UK is a key investment market offering strong growth prospects for asset
managers with the size and range of products necessary to succeed. The
combination of Perpetual with AMVESCAP will have the scale and depth of resource
to sustain industry leading investment management, brand and customer service
capabilities.
Perpetual's Henley facilities will provide the additional operational capacity
required by AMVESCAP's rapidly growing UK business.
5. FINANCIAL EFFECTS ON AMVESCAP
It is anticipated that the acquisition of Perpetual will be accretive to
AMVESCAP's earnings per share in the first year of operations.
Nothing in this document should be construed as a profit forecast or be
interpreted to mean that the future earnings per share of the enlarged AMVESCAP
Group will necessarily be greater than the historic published earnings per share
of AMVESCAP.
6. INFORMATION RELATING TO AMVESCAP
AMVESCAP is one of the world's largest independent investment management
complexes, with US$414.4 billion of assets under management at 30 September
2000, operating under the AIM and INVESCO brand names. AMVESCAP provides its
clients with a broad array of domestic, foreign and global investment products
and has a significant presence in the institutional and retail segments of the
investment management industry in North America, Europe and Asia. AMVESCAP's
business is focused entirely on investment management. AMVESCAP is organised
into four operating groups:
o Managed Products Group which manages and distributes the AIM and
INVESCO families of funds in North America;
o U.S. Institutional Group which manages portfolios for institutional
investors in the United States;
o Global Group which conducts operations outside North America, including
retail and institutional investment management and related marketing
activities primarily in Europe and Asia; and
o Retirement and Benefit Services Group which develops, markets, manages
and provides administrative and related services to defined
contribution plans, such as 401(k) plans, and related retirement
products throughout the world.
For the year ended 31 December 1999, AMVESCAP recorded net revenue of
(pound)1,072.4 million (1998: (pound)802.2 million) and operating profit of
(pound)316.0 million (1998: (pound)187.5 million). Details of the results for
the year ended 31 December 1999 are set out in Part B of Appendix III of this
document.
On 19 October 2000, AMVESCAP announced record third quarter results. Details of
the results for the third quarter are set out in Part A of Appendix III of this
document.
7. INFORMATION RELATING TO PERPETUAL
At 30 September 2000, Perpetual had (pound)11.8 billion assets under management
invested through a range of savings and investment products, which include unit
trusts, investment trusts and pensions. Perpetual also offers its unit trusts
and investment trusts tax-efficiently both through individual savings accounts
(ISAs), and through transferring existing general Personal Equity Plans (PEPs)
to funds managed by Perpetual.
On 1 November 2000, Perpetual released its preliminary announcement of financial
results for the year ended 30 September 2000, which is set out in Part C of
Appendix IV of this document. For the year ended
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<PAGE> 10
30 September 2000, Perpetual recorded turnover of (pound)994.3 million (1999:
(pound)1,095.1 million), representing aggregate sales less discounts given to
third parties of units in the trust funds under Perpetual's management. For the
same period, Perpetual recorded net revenue of (pound)121.5 million (1999
restated: (pound)113.8 million), representing the sum of gross profit,
management fees and other operating income, and operating profit of (pound)62.7
million (1999 restated: (pound)57.9 million).
8. MANAGEMENT AND EMPLOYEES
AMVESCAP has given assurances to the directors of Perpetual that, following the
completion of the Offer, the existing employment rights, including pension
rights, of the management and employees of Perpetual will be fully safeguarded.
9. PERPETUAL SHARE OPTION SCHEMES
The Offer will extend to Perpetual Shares issued or unconditionally allotted
upon the exercise of options under the Perpetual Share Option Schemes whilst the
Offer remains open for acceptance or by such earlier date as AMVESCAP may
decide, not being earlier than the date on which the Offer becomes unconditional
as to acceptances or, if later, the first closing date of the Offer.
To the extent that such options are not exercised, AMVESCAP will make
appropriate proposals in due course to Perpetual Option Holders to take effect
once the Offer becomes or is declared unconditional in all respects.
10. UK TAXATION
The following paragraphs, which are intended as a general guide only, are based
on current legislation and Inland Revenue practice. They summarise certain
limited aspects of the UK taxation treatment of the acceptance of the Offer and
election for the Loan Note Alternative, and they relate only to the position of
Perpetual Shareholders who hold their Perpetual Shares beneficially as an
investment and who are resident or ordinarily resident in the UK for taxation
purposes (except insofar as express reference is made to the treatment of non-UK
residents). IF YOU ARE IN DOUBT AS TO YOUR TAXATION POSITION OR IF YOU ARE
SUBJECT TO TAXATION IN ANY JURISDICTION OTHER THAN THE UK, YOU SHOULD CONSULT AN
APPROPRIATE PROFESSIONAL ADVISER IMMEDIATELY.
(a) UK TAXATION ON CHARGEABLE GAINS
Liability to UK taxation on chargeable gains will depend on the individual
circumstances of each Perpetual Shareholder and on the form of consideration
received.
(i) Cash
To the extent that a Perpetual Shareholder receives cash under the
Offer, that will constitute a disposal, or part disposal, of the
relevant Perpetual Shares for the purposes of UK taxation of chargeable
gains which may, depending on the Perpetual Shareholder's individual
circumstances (including the availability of exemptions and allowable
losses), give rise to a liability to UK taxation of chargeable gains.
(ii) New AMVESCAP Shares and Loan Notes
A Perpetual Shareholder who either alone or together with persons
connected with him does not hold more than 5 per cent. of, or of any
class of, shares in or debentures of Perpetual will not be treated as
having made a disposal of his Perpetual Shares for the purposes of UK
taxation on chargeable gains to the extent that he receives new
AMVESCAP Shares and/or Loan Notes in exchange for his Perpetual Shares
under the Offer and will, to that extent, be treated in the manner
described in the following paragraphs.
Any Perpetual Shareholder who, either alone or together with persons
connected with him, holds more than 5 per cent. of, or of any class of,
shares in or debentures of Perpetual is advised that an application for
clearance has been made to the Inland Revenue under section 138 of the
Taxation of Chargeable Gains Act 1992 in respect of the issue of new
AMVESCAP Shares and Loan Notes under the Offer. If such clearance is
given, any such Perpetual Shareholder will be treated in the manner
described in the following paragraphs. The Offer (including the Loan
Note Alternative) is not conditional on such clearance being obtained.
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All Perpetual Shareholders
Any gain or loss which would otherwise have arisen on a disposal of
Perpetual Shares by a Perpetual Shareholder in exchange for new
AMVESCAP Shares will be "rolled over" into the new AMVESCAP Shares and
the new AMVESCAP Shares will be treated as the same asset as the
relevant Perpetual Shares acquired at the same time and price as those
Perpetual Shares.
A subsequent disposal of new AMVESCAP Shares may, depending upon
individual circumstances, give rise to a liability to tax on chargeable
gains. Any chargeable gain or allowable loss arising on the disposal of
the new AMVESCAP Shares will be calculated taking into account the
original cost to the holder of acquiring the relevant Perpetual Shares
and (when calculating a chargeable gain but not an allowable loss)
indexation allowance on that cost in respect of the period of ownership
(but, in the case of holders who are not within the charge to UK
corporation tax, up to April 1998 only). In addition, for shareholders
not within the charge to UK corporation tax, taper relief may be
available to reduce the amount of chargeable gain realised on the
subsequent disposal.
Non-corporate Perpetual Shareholders
The Loan Notes should not be "qualifying corporate bonds" for the
purposes of UK taxation on chargeable gains. Accordingly, any gain or
loss which would otherwise have arisen on a disposal of Perpetual
Shares by an individual or other non-corporate shareholder will be
"rolled over" into the Loan Notes and the Loan Notes will be treated as
the same asset as the relevant Perpetual Shares acquired at the same
time and price as those Perpetual Shares.
A subsequent disposal of Loan Notes (including redemption) may,
depending on individual circumstances, give rise to a liability to tax
on chargeable gains. Any chargeable gain or allowable loss on the
disposal (including redemption) of the Loan Notes will be calculated
taking into account the original cost to the holder of acquiring the
relevant Perpetual Shares, and (when calculating a chargeable gain but
not an allowable loss) indexation allowance on that cost in respect of
the period of ownership of those Perpetual Shares up to April 1998.
Thereafter, taper relief may be available to reduce the amount of
chargeable gain realised on the subsequent disposal depending on the
length of ownership of the Perpetual Shares.
Corporate Perpetual Shareholders
For a corporate Perpetual Shareholder (within the charge to UK
corporation tax), the Loan Notes should be "qualifying corporate bonds"
for the purposes of UK taxation on chargeable gains. Accordingly, any
chargeable gain or allowable loss which would have arisen on a disposal
of Perpetual Shares at market value at the time of the exchange of the
Perpetual Shares for Loan Notes will be "held over" and deemed to
accrue on a subsequent disposal (including redemption) of the Loan
Notes. No further indexation allowance will be available to a corporate
Perpetual Shareholder for the period during which any gain is "held
over" in this way.
Holders of Loan Notes within the charge to UK corporation tax are also
referred to paragraph 10(b)(iii) below.
(b) TAXATION OF DIVIDENDS ON NEW AMVESCAP SHARES
Under current UK legislation, AMVESCAP will not be required to withhold
tax at source when it pays dividends on new AMVESCAP shares.
An individual AMVESCAP Shareholder who is resident or ordinarily
resident in the UK for tax purposes and who receives a dividend from
AMVESCAP will be entitled to a tax credit which such holder may set off
against his total income tax liability on the dividend. The tax credit
will be equal to one-ninth of the dividend received (or 10 per cent. of
the aggregate of the dividend received and the related tax credit (the
"gross dividend")). A UK resident who is liable to income tax at the
lower or basic rate will be subject to tax on the dividend at the rate
of 10 per cent. of the gross dividend, so that the tax credit will
satisfy in full such holder's liability to income tax on the dividend.
The rate of income tax applied to UK company dividends received by a UK
resident individual liable to income tax at the higher rate is
currently 32.5 per cent. In the case of a UK individual AMVESCAP
Shareholder who is liable to income tax at the higher rate, the tax
credit will be set against but not fully match his tax liability on the
gross dividend and he will have to account for additional tax equal
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<PAGE> 12
to 22.5 per cent. of the gross dividend (which is also equal to 25 per
cent. of the dividend received) to the extent that the gross dividend
when treated as the top slice of his income falls above the threshold
for higher rate income tax.
Although the tax credits attaching to dividends are generally not
payable to shareholders, individual AMVESCAP Shareholders who hold
their shares in an ISA or PEP will be entitled to recover the tax
credit on any dividends received on or before 5 April 2004.
Subject to certain exceptions, UK resident corporate AMVESCAP
Shareholders will not be subject to corporation tax on dividends paid
by AMVESCAP.
Non-UK resident AMVESCAP Shareholders will generally not be able to
claim payment from the Inland Revenue for any part of the tax credit
attaching to dividends paid by AMVESCAP. An AMVESCAP Shareholder
resident outside the UK may also be subject to foreign taxation on
dividends under local law.
(c) TAXATION OF INTEREST ON THE LOAN NOTES
(i) Withholding tax
Interest on the Loan Notes will be paid after deduction of UK income
tax at a rate which is currently 20 per cent. unless AMVESCAP has been
directed by the Inland Revenue, in respect of a particular holding of
Loan Notes, to make the payment free of deduction or subject to a
reduced rate of deduction by virtue of relief under the provisions of
an applicable double taxation treaty. Such a direction will only be
made following an application in the appropriate manner to the relevant
tax authorities by the holder of the Loan Notes in respect of any tax
which AMVESCAP is required to deduct at source. AMVESCAP will not gross
up payments of interest on the Loan Notes to compensate for any tax
which it is required to deduct at source.
(ii) Non-corporate holders of Loan Notes
Subject to the above, the gross amount of the interest on the Loan
Notes will form part of the recipient's income for the purposes of UK
income tax, credit being allowed for the tax withheld. Individuals who
are taxable only at the basic rate or at a rate which is lower than the
basic rate will have no further tax to pay in respect of the interest.
Individuals who are taxable at the higher rate will have to pay further
tax in respect of the interest. In certain cases, holders of Loan Notes
may be able to recover an amount in respect of the tax withheld at
source from the Inland Revenue. In particular, non-corporate holders of
Loan Notes not resident in the UK may be entitled to a repayment of all
or any amount so deducted by virtue of relief available under an
applicable double taxation treaty.
The accrued income scheme contained in Chapter II of Part XVII of the
Income and Corporation Taxes Act 1988 may apply on the transfer of the
Loan Notes by a non-corporate holder.
(iii) Corporate holders of Loan Notes
For a holder of Loan Notes within the charge to UK corporation tax all
profits, gains and losses in respect of the Loan Notes measured and
recognised in accordance with an appropriate accounting method will be
taxed or relieved as income. The accrued income scheme will not be
applicable to such holders of Loan Notes.
(d) OTHER DIRECT TAX MATTERS
(i) Special tax provisions may apply to Perpetual Shareholders who have
acquired or acquire their Perpetual Shares by exercising options under
the Perpetual Share Option Schemes, including provisions imposing a
charge to income tax.
(ii) Clearance is being sought from the Inland Revenue under Section 707 of
the Income and Corporation Taxes Act 1988 that no notice under Section
703 of that Act should be given in respect of the Offer. The Offer
(including the Loan Note Alternative) is not conditional on clearance
being obtained.
(e) STAMP DUTY AND STAMP DUTY RESERVE TAX ("SDRT")
(i) Acceptance of the Offer and/or the Loan Note Alternative
No stamp duty or SDRT will be payable by Perpetual Shareholders as a
result of accepting the Offer and/or the Loan Note Alternative.
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<PAGE> 13
(ii) Loan Notes
No stamp duty or SDRT will be payable on the issue, transfer or sale of
(or an agreement to transfer) Loan Notes.
11. OVERSEAS SHAREHOLDERS
The new AMVESCAP Shares to be issued pursuant to the Offer have not been and
will not be registered under the Securities Act nor under the securities laws of
any state of the United States. In addition, no steps have been taken, nor will
any be taken, to enable the new AMVESCAP Shares to be offered in compliance with
the applicable securities laws of Canada or Japan and no prospectus in relation
to the new AMVESCAP Shares has been, or will be, lodged with or registered by
the Australian Securities Commission. Accordingly, the new AMVESCAP Shares may
not be offered, sold, transferred, resold, delivered or distributed, directly or
indirectly, in or into the United States, Canada, Japan or Australia (except in
transactions exempt from or not subject to the registration requirements of the
relevant securities laws of the United States, Japan, Canada or Australia).
The Loan Notes to be issued pursuant to the Loan Note Alternative have not been
and will not be registered under the Securities Act nor under the securities
laws of any state in the United States. In addition, no steps have been taken,
nor will any be taken, to enable the Loan Notes to be offered in compliance with
the applicable security laws in Canada or Japan and no prospectus in relation to
the Loan Notes has been, or will be, lodged with or registered by the Australian
Securities Commission. Accordingly, the Loan Notes may not be offered, sold,
transferred, resold, delivered or distributed, directly or indirectly, in or
into the United States, Canada, Australia or Japan (except in transactions
exempt from or not subject to the registration requirements of the relevant
securities laws of the United States, Canada, Australia or Japan).
Overseas shareholders should inform themselves about and observe any applicable
legal or regulatory requirements. If you are in any doubt about your position
you should consult your professional adviser in the relevant territory.
Further information for overseas shareholders is contained in paragraph 6 of
Part B of Appendix I of this document.
12. PROCEDURE FOR ACCEPTANCE OF THE OFFER
THIS PARAGRAPH SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING FORM OF
ACCEPTANCE.
You should note that, if you hold Perpetual Shares in both certificated and
uncertificated form (that is, in CREST), you should complete separate Forms of
Acceptance for each holding. SIMILARLY, YOU SHOULD COMPLETE SEPARATE FORMS OF
ACCEPTANCE FOR PERPETUAL SHARES HELD IN UNCERTIFICATED FORM, BUT DIFFERENT
MEMBER ACCOUNT IDS, AND FOR PERPETUAL SHARES HELD IN CERTIFICATED FORM BUT UNDER
DIFFERENT DESIGNATIONS. ADDITIONAL FORMS OF ACCEPTANCE ARE AVAILABLE FROM CAPITA
IRG PLC, NEW ISSUES DEPARTMENT, BOURNE HOUSE, 34 BECKENHAM ROAD, BECKENHAM, KENT
BR3 4TH (TELEPHONE NUMBER: 020 8639 2083).
To accept the Offer the Form of Acceptance must be returned, whether or not your
Perpetual Shares are in CREST. The duly completed and signed Form of Acceptance,
together, if your Perpetual Shares are in certificated form, with the relevant
share certificate(s) for your Perpetual Shares and/or other document(s) of
title, should be returned by post or by hand to Capita IRG Plc, New Issues
Department, Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TH (for which
a reply paid addressed envelope for use in the UK only is enclosed) or delivered
by hand only (during normal business hours) to Capita IRG Plc, Guildhall House,
81-87 Gresham Street, London, EC2 as soon as possible, but in any event so as to
be received no later than 3.00 p.m. (London time) on 23 November 2000. The
instructions printed on the Form of Acceptance shall be deemed to form part of
the terms of the Offer.
(a) TO ACCEPT THE OFFER AND/OR ELECT FOR THE LOAN NOTE ALTERNATIVE
(i) To accept the Offer
To accept the Offer and receive new AMVESCAP Shares and cash in respect of all
or any of your Perpetual Shares, you must complete Boxes 1 and 4 (and, if your
Perpetual Shares are in CREST, also Box 5 -- see paragraph (d) below) and sign
Box 3 of the enclosed Form of Acceptance in accordance with the instructions
printed thereon. You must also complete Boxes 2, 5, 6 and 7 if they are
relevant.
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<PAGE> 14
(ii) To elect for the Loan Note Alternative
To elect for the Loan Note Alternative in respect of some or all of your
Perpetual Shares, you must complete the Form of Acceptance as set out in (i)
above and in addition complete Box 2. The number in Box 2 will indicate the cash
to which you would otherwise be entitled under the Offer in respect of which you
wish to receive Loan Notes instead. You should note that if you wish to receive
Loan Notes instead of all or part of the cash to which you are entitled under
the Offer, you should complete Box 1 and then write in Box 2 the amount of cash
consideration for which you wish to elect to receive Loan Notes rather than the
cash to which you are entitled under the Offer.
IN ALL CASES YOU MUST SIGN BOX 3 OF THE ACCOMPANYING FORM OF ACCEPTANCE IN THE
PRESENCE OF A WITNESS, WHO SHOULD ALSO SIGN IN ACCORDANCE WITH THE INSTRUCTIONS
PRINTED THEREON.
(b) PERPETUAL SHARES IN CERTIFICATED FORM (THAT IS, NOT IN CREST)
If your Perpetual Shares are in certificated form, the completed, signed and
witnessed Form of Acceptance and your share certificate(s) and/or other
document(s) of title should be returned by post or by hand to Capita IRG Plc,
New Issues Department, Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TH
(for which a reply paid addressed envelope for use in the UK only is enclosed)
or delivered by hand only (during normal business hours) to CAPITA IRG Plc,
GUILDHALL HOUSE, 81-87 GRESHAM STREET, LONDON, EC2 AS SOON AS POSSIBLE BUT, IN
ANY EVENT, SO AS TO BE RECEIVED NOT LATER THAN 3.00 P.M. (LONDON TIME) ON 23
NOVEMBER 2000. NO ACKNOWLEDGEMENT OF RECEIPT OF DOCUMENTS WILL BE GIVEN. The
instructions printed on the Form of Acceptance are deemed to form part of the
terms of the Offer. Any Form of Acceptance received in an envelope postmarked in
the United States, Canada, Australia or Japan or otherwise appearing to Schroder
Salomon Smith Barney or its agents to have been sent from the United States,
Canada, Australia or Japan will not constitute a valid acceptance of the Offer.
(c) SHARE CERTIFICATES NOT READILY AVAILABLE OR LOST
If your Perpetual 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 relevant Form of Acceptance should nevertheless be completed, signed and
returned as stated in paragraph (b) above so as to be received not later than
3.00 p.m. (London time) on 23 November 2000 and the share certificate(s) and/or
other document(s) of title forwarded as soon as possible thereafter. The
completed Form of Acceptance, together with any shares certificate(s) and/or
other document(s) of title that you may have available, should be lodged with
Capita IRG Plc at either of the addresses set out in paragraph (b) above,
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.
No acknowledgement of receipt of documents will be given. In the case of loss,
you should then write to Perpetual's registrars, Computershare Services PLC, PO
Box 435, Owen House, 8 Bankhead Crossway North, Edinburgh, EH11 4BR to request a
letter of indemnity for lost share certificates and/or other documents of title
which, when completed in accordance with the instruction given, should be
returned by post or by hand (during normal business hours) to Capita IRG Plc at
either of the addresses set out in paragraph (b) above.
(d) PERPETUAL SHARES IN UNCERTIFICATED FORM (THAT IS, IN CREST)
If your Perpetual Shares are in uncertificated form, you should insert in Box 5
of the accompanying Form of Acceptance the participant ID and member account ID
under which such Perpetual Shares are held by you in CREST and otherwise
complete and return the Form of Acceptance as described in (a)(i) above. In
addition, you should take (or procure to be taken) the action set out below to
transfer the Perpetual Shares in respect of which you wish to accept the Offer
to an escrow balance (i.e. a TTE instruction) specifying Capita IRG Plc (in its
capacity as a CREST Participant under its participant ID referred to below) as
the escrow agent, as soon as possible AND IN ANY EVENT SO THAT THE TRANSFER TO
ESCROW SETTLES NOT LATER THAN 3.00 P.M. (LONDON TIME) ON 23 NOVEMBER 2000.
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 Perpetual Shares
are held. In addition, only your CREST sponsor will be able to send the TTE
instruction to CRESTCo in relation to your Perpetual 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
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<PAGE> 15
specifications and which must contain, in addition to the other information that
is required for a TTE instruction to settle in CREST, the following details:
(i) the number of Perpetual Shares to be transferred to an escrow balance;
(ii) your member account ID. This must be the same member account ID as the
member account ID that is inserted in Box 5 of the Form of Acceptance;
(iii) your participant ID. This must be the same participant ID as the
participant ID that is inserted in Box 5 of the Form of Acceptance;
(iv) the participant ID of the escrow agent, Capita IRG Plc, in its capacity
as a CREST Receiving Agent. This is RA10;
(v) the member account ID of the escrow agent, Capita IRG Plc. This is
AMVESCAP;
(vi) the Form of Acceptance reference number. This is the reference number
that appears next to Box 5 on 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 Capita IRG Plc to match the transfer to escrow to your Form of
Acceptance. You should keep a separate record of this reference number
for future reference;
(vii) the intended settlement date. This should be as soon as possible and in
any event not later than 3.00 p.m. (London time) on 23 November 2000;
(viii) the Corporate Action ISIN which is GB0006823891;
(ix) the Corporate Action Number. This is allocated by CRESTCo and can be
found by viewing the relevant Corporate Action details in CREST; and
(x) the Delivery Instruction with a priority of 80.
After settlement of the TTE instruction, you will not be able to access the
Perpetual Shares concerned in CREST for any transaction or charging purposes. If
the Offer becomes or is declared unconditional in all respects, Capita IRG Plc,
as the escrow agent, will transfer the Perpetual Shares concerned to itself.
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 TTE.
If no Form of Acceptance reference number, or any incorrect Form of Acceptance
reference number, is included on the TTE instruction, AMVESCAP may treat any
number of Perpetual Shares transferred to an escrow balance in favour of Capita
IRG Plc, as the escrow agent, specified above from the participant ID and member
account ID identified in the TTE instructions as relating to any Form of
Acceptance which relates to the same member account ID and participant ID (up to
the number of Perpetual Shares inserted or deemed to be inserted on the Form 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 your Perpetual Shares to
settle prior to 3.00 p.m. (London time) on 23 November 2000. In this regard, you
are referred to those sections of the CREST Manual which deal with the practical
limitations of the CREST system and timings.
AMVESCAP will make an appropriate announcement if any of the details contained
in this paragraph (d) alter for any reason.
(e) DEPOSITS OF PERPETUAL SHARES INTO, AND WITHDRAWALS OF PERPETUAL SHARES
FROM, CREST
Normal CREST procedures (including timings) apply in relation to any Perpetual
Shares that are, or are to be, converted from uncertificated to certificated
form, or from certificated to uncertificated form, during the course of the
Offer (whether any such conversion arises as a result of a transfer of Perpetual
Shares or otherwise). Holders of Perpetual 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
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<PAGE> 16
acquiring the Perpetual Shares as a result of the conversion to take all
necessary steps in connection with an acceptance of the Offer (in particular, as
regards delivery of share certificate(s) or other documents of title or
transfers to an escrow balance as described above) PRIOR TO 3.00 P.M. (LONDON
TIME) ON 23 NOVEMBER 2000.
(f) VALIDITY OF ACCEPTANCE
Without prejudice to Parts B and C of Appendix I of this document, AMVESCAP
reserves the right (subject to the City Code) to treat as valid in whole or in
part any acceptance of the Offer which is not accompanied by the relevant share
certificate(s) and/or other document(s) of title or not accompanied by the
relevant TTE instruction (as applicable) or otherwise is not entirely in order.
In that event, the consideration under the Offer will not be despatched (in the
manner described in paragraph 13 below) until after the relevant share
certificate(s) and/or other document(s) of title, or indemnities satisfactory to
Schroder Salomon Smith Barney in lieu thereof, has/have been received or (as
applicable) the relevant TTE instruction has been settled.
(g) OVERSEAS SHAREHOLDERS
The attention of Perpetual Shareholders who are citizens, nationals or residents
of jurisdictions outside the UK (and any person, including without limitation,
any custodian, nominee or trustee, who may have an obligation to forward any
document in connection with the Offer outside the UK) is drawn to paragraph 6 of
Part B and to Part C of Appendix I of this document and to the relevant
provisions of the Form of Acceptance, including Boxes 6 and 7.
IF YOU ARE IN ANY DOUBT AS TO THE PROCEDURE FOR ACCEPTANCE, PLEASE CONTACT
CAPITA IRG Plc BY TELEPHONE ON 020 8639 2083. YOU ARE REMINDED THAT IF YOU ARE A
CREST SPONSORED MEMBER, YOU SHOULD CONTACT YOUR CREST SPONSOR BEFORE TAKING ANY
ACTION.
13. LISTING, SETTLEMENT AND DEALINGS
(a) LISTINGS AND DEALINGS
Applications will be made to the UK Listing Authority for the new AMVESCAP
Shares to be admitted to the Official List and to the London Stock Exchange for
the new AMVESCAP Shares to be admitted to trading on its main markets for listed
securities. It is expected that listing will become effective and dealings in
the new AMVESCAP Shares will commence on the first dealing day following the day
on which the Offer becomes or is declared unconditional in all respects (save
only for the admission of the new AMVESCAP Shares to the Official List and to
trading on the London Stock Exchange's main markets for listed securities
becoming effective). Dealings will be for normal settlement. Pending the issue
of definitive share certificates for the new AMVESCAP Shares, transfers will be
certified against the register held by Capita IRG Plc. No temporary documents of
title in respect of the new AMVESCAP Shares will be issued. The new AMVESCAP
Shares will not be available to the public in conjunction with the applications
except by way of valid acceptances of the Offer.
(b) SETTLEMENT
Subject to the Offer becoming or being declared unconditional in all respects
(except as provided in paragraph 6 of Part B of Appendix I of this document in
the case of certain overseas shareholders) settlement of the consideration to
which any Perpetual Shareholder is entitled under or in consequence of the Offer
will be effected (i) in the case of acceptances received, complete in all
respects, by the date on which the Offer becomes or is declared unconditional in
all respects, within 14 days of such date, or (ii) in the case of acceptances of
the Offer received, complete in all respects, after the date on which the Offer
becomes or is declared unconditional in all respects, but while it remains open
for acceptance, within 14 days of such receipt, in the following manner:
(i) Perpetual Shares in uncertificated form (that is, in CREST)
Where an acceptance relates to Perpetual Shares in
uncertificated form:
(A) the new AMVESCAP Shares to which the accepting
Perpetual Shareholder is entitled in consequence of
the Offer will be issued to such shareholder in
uncertificated form. AMVESCAP will procure that
CRESTCo is instructed to credit the appropriate stock
account in CREST of the Perpetual Shareholder
concerned with such shareholder's entitlement to new
AMVESCAP Shares. The stock account concerned will be
an
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<PAGE> 17
account under the same participant ID and member
account ID as appears in the Form of Acceptance
concerned; and
(B) the cash consideration to which the accepting
Perpetual Shareholder is entitled will be paid in
pounds sterling by means of CREST by AMVESCAP
procuring the creation of an assured payment
obligation in favour of the accepting Perpetual
Shareholder's payment bank in respect of the cash
consideration due, in accordance with CREST assured
payment arrangements.
AMVESCAP reserves the right to settle all or any part of the
consideration, for all or any accepting Perpetual
Shareholders, in the manner referred to in paragraph (ii)
below, if for any reason it wishes to do so.
(ii) Perpetual Shares in certificated form
Where an acceptance relates to Perpetual Shares in
certificated form, the new AMVESCAP Shares to which the
accepting Perpetual Shareholder becomes entitled in
consequence of the Offer will be issued to such shareholder in
certificated form. Definitive certificates for the new
AMVESCAP Shares and cheques for the appropriate amount of cash
due will be despatched by first class post (or by such other
method as may be approved by the Panel) to accepting Perpetual
Shareholders or their appointed agents (but not in or into the
United States, Canada, Australia or Japan). All such cash
payments will be made in pounds sterling by cheque drawn on a
UK clearing bank.
(iii) General
If the Offer does not become or is not declared unconditional
in all respects (i) in the case of Perpetual Shares held in
certificated form, share certificate(s) and/or other
document(s) of title will be returned by post (or such other
method as may be approved by the Panel), within 14 days of the
Offer lapsing, to the person or agent whose name and address
(outside the United States, Canada, Australia and Japan) is
set out in Box 4 or 7 of the Form of Acceptance or, if none is
set out, to the first named holder at his registered address
(outside the United States, Canada, Australia and Japan) and
(ii) in the case of Perpetual Shares held in uncertificated
form, Capita IRG Plc will, immediately after the lapsing of
the Offer (or within such longer period, not exceeding 14 days
after the Offer lapsing, as the Panel may approve), give TFE
instructions to CRESTCo to transfer all Perpetual Shares held
in escrow balances and in relation to which it is the escrow
agent for the purposes of the Offer to the original available
balances of Perpetual Shareholders concerned. All documents
and remittances sent by, to or from Perpetual Shareholders or
their appointed agents will be sent at their own risk and may
be sent by post.
All mandates and other instruments in force relating to
holdings of new AMVESCAP Shares will, unless and until
revoked, continue in force in relation to payments and notices
in respect of new AMVESCAP Shares.
(iv) Loan Notes
Whether the Perpetual Shares are in certificated or
uncertificated form, if a Perpetual Shareholder validly elects
for the Loan Note Alternative and Loan Notes are issued,
definitive certificates for the Loan Notes will be despatched
by first class post (or by such other method as may be
approved by the Panel), but not into the United States,
Canada, Australia or Japan.
All communications, notices, certificates, documents and remittances sent by,
from or to Perpetual Shareholders or their appointed agents will be sent at
their own risk.
14. FURTHER INFORMATION
Your attention is drawn to the further information contained in the Appendices
which form part of this document and the accompanying Form of Acceptance.
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15. ACTION TO BE TAKEN
TO ACCEPT THE OFFER, COMPLETED FORMS OF ACCEPTANCE, IN ACCORDANCE WITH THE
INSTRUCTIONS PRINTED THEREON AND IN PARAGRAPH 12 OF THIS LETTER, SHOULD BE
RETURNED BY POST OR BY HAND TO CAPITA IRG Plc, NEW ISSUES DEPARTMENT, BOURNE
HOUSE, 34 BECKENHAM ROAD, BECKENHAM, KENT BR3 4TH OR BY HAND ONLY (DURING NORMAL
BUSINESS HOURS), TO CAPITA IRG Plc, GUILDHALL HOUSE, 81-87 GRESHAM STREET,
LONDON, EC2 AS SOON AS POSSIBLE BUT, IN ANY EVENT, SO AS TO BE RECEIVED NOT
LATER THAN 3.00 P.M. ON 23 NOVEMBER 2000. IN ADDITION, IF YOUR PERPETUAL SHARES
ARE IN CREST YOU MUST TAKE (OR PROCURE TO BE TAKEN) THE ACTION DESCRIBED IN
PARAGRAPH 12 ABOVE.
For and on behalf of
Salomon Brothers International Limited
PETER SMART
Managing Director
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APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
PART A:
CONDITIONS OF THE OFFER
The Offer is subject to the following conditions:
a) valid acceptances being received (and not, where permitted, withdrawn)
by not later than 3.00 p.m. on 23 November 2000 (or such later time(s)
and/or date(s) as AMVESCAP may, subject to the rules of the Code,
decide) in respect of not less than 90 per cent. (or such lesser
percentage as AMVESCAP may decide) of the Perpetual Shares to which the
Offer relates, provided that, unless agreed by the Panel, this
condition will not be satisfied unless AMVESCAP and/or its wholly-owned
subsidiaries have acquired or agreed to acquire (pursuant to the Offer
or otherwise), directly or indirectly, Perpetual Shares carrying, in
aggregate, over 50 per cent. of the voting rights then normally
exercisable at general meetings of Perpetual on such basis as may be
required by the Panel (including for this purpose, to the extent (if
any) required by the Panel, any voting rights attaching to any shares
which are unconditionally allotted or issued before the 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 "Perpetual Shares to which the Offer
relates" shall be construed in accordance with sections 428-430F of the
Companies Act; and (ii) shares which have been unconditionally allotted
shall be deemed to carry the voting rights which they will carry on
issue;
b) the UK Listing Authority agreeing to admit the new AMVESCAP Shares to
the Official List of the UK Listing Authority and (unless the Panel
otherwise agree) such admission becoming effective in accordance with
the Listing Rules of the UK Listing Authority and the London Stock
Exchange agreeing to admit the new AMVESCAP Shares to trading on its
market for listed securities and (unless the Panel otherwise agree)
such admission becoming effective in accordance with its admission and
disclosure standards;
c) the Office of Fair Trading indicating, in terms reasonably satisfactory
to AMVESCAP, that it is not the intention of the Secretary of State for
Trade and Industry to refer the proposed acquisition of Perpetual by
AMVESCAP, or any matters arising therefrom, to the Competition
Commission;
d) the Personal Investment Authority ("PIA") having notified its agreement
in writing to the change of the controller (for the purposes of the
Rules of the PIA) of Perpetual or any other member of the Perpetual
Group or such notification ceasing to be required, in each case,
pursuant to the Offer and/or pursuant to the acquisition or proposed
acquisition of any shares in, or control of, Perpetual by AMVESCAP;
e) the Investment Management Regulatory Organisation ("IMRO") having
notified its agreement in writing in respect of each person who will,
pursuant to the Offer and/or pursuant to the acquisition or proposed
acquisition of any shares in, or control of, Perpetual by AMVESCAP,
become a controller of Perpetual for the purposes of the Rules of IMRO,
or the period allowed under the Rules of IMRO for IMRO to notify any
objections to any such person becoming a controller having expired
without notification of such objection;
f) no government or governmental, quasi-governmental, supranational,
statutory or regulatory body, or any court, institution, investigative
body, association, trade agency or professional or environmental body
or (without prejudice to the generality of the foregoing) any other
person or body in any jurisdiction (each, a "Relevant Authority")
having decided to take, instituted, implemented or threatened any
action, proceedings, suit, investigation or enquiry or enacted, made or
proposed any statute, regulation or order or otherwise taken any other
step or done any thing, and there not being outstanding any statute,
legislation or order, that would or is likely to:
(i) restrict, restrain, prohibit, delay, impose additional
conditions or obligations with respect to, or otherwise
interfere with the implementation of, the Offer or the
acquisition of any Perpetual Shares by AMVESCAP or any matters
arising therefrom in any case to a materially adverse extent;
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<PAGE> 20
(ii) result in a delay in the ability of AMVESCAP, or render
AMVESCAP unable, to acquire some or all of the Perpetual
Shares;
(iii) require, prevent, delay or affect the divestiture by AMVESCAP
or any of its subsidiaries, subsidiary undertakings or
associated undertakings (including any company of which 40 per
cent. or more of the voting capital is held by the AMVESCAP
Group or any partnership, joint venture, firm or company in
which AMVESCAP Group has a 40 per cent. or greater interest)
(together the "wider AMVESCAP Group") or Perpetual or any of
its subsidiaries, subsidiary undertakings or associated
undertakings (including any company of which 40 per cent. or
more of the voting capital is held by the Perpetual Group or
any partnership, joint venture, firm or company in which the
Perpetual Group or any partnership, joint venture, firm or
company in which Perpetual Group has a 40 per cent. or greater
interest) (together the "wider Perpetual Group") of all or any
material portion of their businesses, assets or property or of
any Perpetual Shares or other securities in Perpetual or
impose any material limitation on the ability of any of them
to conduct their respective businesses as currently carried on
or to own their respective assets or properties or any
material portion thereof;
(iv) impose any material limitation on the ability of any member of
the wider AMVESCAP Group to acquire or hold or exercise
effectively, directly or indirectly, all rights of all or any
of the Perpetual Shares (whether acquired pursuant to the
Offer or otherwise);
(v) require any member of the wider AMVESCAP Group or the wider
Perpetual Group to offer to acquire any shares or other
securities or rights thereover in any member of the wider
Perpetual Group owned by any third party;
(vi) make the Offer or its implementation or the proposed
acquisition of Perpetual or any member of the wider Perpetual
Group or of any Perpetual Shares or any other shares or
securities in, or control of, Perpetual, illegal, void or
unenforceable in or under the laws of any jurisdiction;
(vii) impose any limitation on the ability of any member of the
wider AMVESCAP Group or the wider Perpetual Group to
co-ordinate its business, or any part of it, with the business
of any other member of the wider AMVESCAP Group or the wider
Perpetual Group in a way which would be material in the
context of the Offer or the Perpetual Group taken as a whole;
or
(viii) otherwise materially adversely affect any or all of the
businesses, assets, prospects or profits of any member of the
wider AMVESCAP Group or the wider Perpetual Group or the
exercise of rights of shares of any company in the Perpetual
Group,
and all applicable waiting periods during which such Relevant Authority
could institute, implement or threaten any such action, proceeding,
suit, investigation, enquiry or reference or otherwise intervene having
expired, lapsed or been terminated;
g) all material authorisations, orders, grants, consents, clearances,
licences, permissions and approvals, in any jurisdiction, reasonably
necessary for or in respect of the Offer, the proposed acquisition of
any shares or securities in, or control of, Perpetual or any member of
the wider Perpetual Group by any member of the wider AMVESCAP Group or
the carrying on of the business of any member of the wider Perpetual
Group or the wider AMVESCAP Group, or any matters arising therefrom
having been obtained in terms reasonably satisfactory to AMVESCAP from
all appropriate Relevant Authorities or (without prejudice to the
generality of the foregoing and save as fairly disclosed) from any
persons or bodies with whom any members of the wider Perpetual Group or
the wider AMVESCAP Group has entered into contractual arrangements
where the absence of such would have a material adverse effect on the
wider AMVESCAP Group or the wider Perpetual Group as the case may be
and such material authorisations, orders, grants, consents, clearances,
licences, permissions and approvals remaining in full force and effect
and there having been no intimation of any intention to revoke or not
to renew the same and all necessary filings in respect of the Offer
having been made, all appropriate waiting and other time periods
(including extensions thereto) under any applicable legislation and
regulations in any jurisdiction having expired, lapsed or been
terminated and all necessary statutory or regulatory obligations in any
jurisdiction in respect of the Offer or the proposed acquisition of
Perpetual by AMVESCAP or of any Perpetual Shares or any matters arising
therefrom having been complied with;
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<PAGE> 21
h) except as fairly disclosed by or on behalf of Perpetual to AMVESCAP,
there being no provision of any agreement, instrument, permit, licence
or other arrangement to which any member of the wider Perpetual Group
is a party or by or to which it or any of its assets may be bound or
subject which, as a consequence of the Offer or the acquisition of
Perpetual or because of a change in the control or management of
Perpetual or any member of the Perpetual Group or any matters arising
therefrom or otherwise, might reasonably be expected to have the result
that:
(i) any material moneys borrowed by, or other material
indebtedness, actual or contingent, of any member of the wider
Perpetual Group becomes or is capable of being declared
repayable immediately or earlier than the repayment date
stated in such agreement, instrument or other arrangement or
the ability of any member of the wider Perpetual Group to
borrow moneys or incur indebtedness is withdrawn, inhibited or
materially adversely affected;
(ii) any mortgage, charge or other security interest is created
otherwise than in the ordinary course of business over the
whole or any part of the business, property or assets of any
member of the wider Perpetual Group or any such security
(whenever arising) becomes enforceable;
(iii) any such agreement, instrument, permit, licence or other
arrangement, or any right, interest, liability or obligation
of any member of the wider Perpetual Group therein, is
terminated or materially and adversely modified or affected or
any action is taken or onerous obligation arises thereunder;
(iv) the value of any member of the wider Perpetual Group or its
financial or trading position is materially prejudiced or
materially and adversely affected;
(v) any material asset or, other than in the ordinary course of
business, any asset of the wider Perpetual Group being or
falling to be charged or disposed of;
(vi) the rights, liabilities, obligations or interests or business
of any member of the wider Perpetual Group in or with any
other person, firm or company (or any arrangement relating to
such interest or business) is terminated, materially and
adversely modified or materially and adversely affected; or
(vii) any member of the wider Perpetual Group ceases to be able to
carry on business under any name under which it currently does
so;
i) since 30 September 1999 (being the date to which the latest published
audited report and accounts of Perpetual were made up) and save as
disclosed in Perpetual's published report and accounts for the year
ended 30 September 1999, the Interim Results and except as fairly
disclosed by or on behalf of Perpetual to AMVESCAP, no member of the
Perpetual Group having:
(i) save for the issue of any shares pursuant to the exercise of
any options under the Perpetual Share Option Schemes, issued
or agreed to issue or authorised or proposed the issue of
additional shares of any class or issued or authorised or
proposed the issue of or granted securities convertible into
or rights, warrants or options to subscribe for or acquire
such shares or convertible securities or redeemed, purchased
or reduced or announced any intention to do so or made any
other change to any part of its share capital;
(ii) save for the second interim dividend of 43 pence (net) per
Perpetual Share in respect of the year ended 30 September
2000, recommended, declared, paid or made or proposed to
recommend, declare, pay or make any dividend, bonus or other
distribution other than dividends lawfully paid to Perpetual
or wholly-owned subsidiaries of Perpetual;
(iii) authorised or proposed or announced its intention to propose
any merger or acquisition or disposal or transfer of assets
(other than in the ordinary course of business) or shares or
any change in its loan capital;
(iv) issued or authorised or proposed the issue of any debentures
or incurred or increased any indebtedness or contingent
liability which is material in the context of the wider
Perpetual Group or the Offer;
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<PAGE> 22
(v) disposed of or transferred, mortgaged charged or granted
security over any material asset or any right, title or
interest in any material asset or entered into or varied any
contract, commitment or arrangement (whether in respect of
capital expenditure or otherwise) which is of a long term or
unusual or onerous nature or which involves or could involve
an obligation of such a nature or magnitude which is material
or authorised, proposed or announced any intention to do so;
(vi) entered into, or varied the terms of, any contract or
agreement with any of the directors or senior executives of
Perpetual;
(vii) taken or proposed any corporate action or had any legal
proceedings started against it for its winding-up, dissolution
or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar
officer of all or any of its assets and revenues;
(viii) waived or compromised any claim which is material in the
context of the wider Perpetual Group, taken as a whole, other
than in the ordinary course of business;
(ix) made any amendment to its memorandum or articles of
association;
(x) entered into any contract, transaction or arrangement which is
or is likely to be materially restrictive on the business of
any member of the wider Perpetual Group or the wider AMVESCAP
Group;
(xi) entered into any contract, commitment or agreement with
respect to any of the transactions or events referred to in
this condition (i); and
(xii) been unable or admitted that it is unable to pay its debts or
having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business;
j) since 30 September 1999 (being the date to which the latest published
audited report and accounts of Perpetual were made up) and save as
disclosed in Perpetual's published report and accounts for the year
ended 30 September 1999, the Interim Results and except as fairly
disclosed by or on behalf of Perpetual to AMVESCAP:
(i) no litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or threatened or
become pending or remained outstanding by or against any
member of the wider Perpetual Group or to which any member of
the wider Perpetual Group is a party (whether as plaintiff,
defendant or otherwise) and the effect of which is or is
likely to be material in the context of the wider Perpetual
Group, taken as a whole, or in the context of the Offer;
(ii) no material adverse change having occurred in the business,
assets, financial or trading position, profits or prospects of
any member of the wider Perpetual Group to an extent which is
material in the context of the wider Perpetual Group taken as
a whole or the Offer;
k) AMVESCAP not having discovered prior to the date when the Offer would
otherwise become unconditional that:
(i) any business, financial or other information concerning any
member of the Perpetual Group publicly disclosed by any member
of the Perpetual Group either contains a material
misrepresentation of fact or omits to state a fact necessary
to make the information contained therein not materially
misleading; or
(ii) any member of the wider Perpetual Group is subject to any
liability, contingent (for the purposes of UK GAAP) or
otherwise, which is not disclosed in the annual report and
accounts of Perpetual for the financial year ended 30
September 1999 and which should have been so disclosed in
accordance with UK GAAP; and
AMVESCAP reserves the right to waive all or any of conditions (c) to (k)
(inclusive) above, in whole or in part. Condition (b) must be fulfilled within
21 days after the later of 23 November 2000 and the date on which condition (a)
is fulfilled and condition (c) to (k) (inclusive) must be satisfied as at, or
waived on or before, 21 days after the later of 23 November 2000 and the date on
which condition (a) is fulfilled (or in each case such later date as the Panel
may agree) provided that AMVESCAP shall be under no obligation to
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<PAGE> 23
waive or treat as satisfied any of condition (c) to (k) (inclusive) by a date
earlier than the latest date specified above for the satisfaction thereof
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.
If AMVESCAP is required by the Panel to make an offer for Perpetual Shares under
the provisions of Rule 9 of the Code, AMVESCAP may make such alterations to the
conditions as are necessary to comply with the provisions of that Rule.
The Offer will lapse if the Offer is referred to the Competition Commission or
if the European Commission in respect thereof either initiates proceedings under
article 6(1)(c) of Council Regulation (EEC) 4064/89 or makes a referral to a
competent authority of the United Kingdom under article 9(1) of that Regulation,
before (in any such case) the later of 23 November 2000 and the date when the
Offer becomes or is declared unconditional as to acceptances.
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<PAGE> 24
PART B:
FURTHER TERMS OF THE OFFER AND THE LOAN NOTE ALTERNATIVE
The following further terms apply, unless the context requires otherwise, to the
Offer. Except where the context requires otherwise, any reference in Part B and
in Part C of Appendix I and in the Form of Acceptance to:
(i) the "acceptance condition" means the condition as to acceptances set
out in paragraph 1(a) of Part A of this Appendix I;
(ii) "acceptances of the Offer" shall include deemed acceptances of the
Offer;
(iii) the "Offer becoming unconditional" includes the Offer being declared
unconditional and shall be construed as a reference to the Offer being
declared or becoming unconditional as to acceptances whether or not any
other condition thereof remains to be fulfilled;
(iv) the "Offer document" means this document and any other document
containing the Offer;
(v) an "extension of the Offer" shall include an extension of the date by
which the acceptance condition has to be fulfilled.
1. ACCEPTANCE PERIOD
(a) The Offer will initially be open for acceptance until 3.00 p.m. on 23
November 2000. Although no revision is envisaged, if the Offer is
revised it will remain open for acceptance for a period of at least 14
days following the date on which written notification of the revision
is posted to Perpetual Shareholders. Except with the consent of the
Panel, no such written notification of the revision of the Offer may be
posted to Perpetual Shareholders after 18 December 2000 or, if later,
the date falling 14 days prior to the last date on which the Offer can
become unconditional.
(b) The Offer, whether revised or not, shall not (except with the consent
of the Panel) be capable of becoming unconditional after midnight on 1
January 2001 (or any earlier time and/or date beyond which AMVESCAP has
stated that the Offer will not be extended and in respect of which it
has not, where permitted, withdrawn that statement) nor of being kept
open after that time and/or date unless it has previously become
unconditional. However, AMVESCAP reserves the right, with the consent
of the Panel, to extend the Offer to later time(s) and/or date(s).
Except with the consent of the Panel, AMVESCAP may not, for the purpose
of determining whether the acceptance condition has been satisfied,
take into account acceptances received, or purchases of Perpetual
Shares made, in respect of which relevant documents have been received
by Capita IRG Plc after 1.00 p.m. on 1 January 2001 (or any earlier
time and/or date beyond which AMVESCAP has stated that the Offer will
not be extended and in respect of which it has not, where permitted,
withdrawn that statement) or such later time and/or date as AMVESCAP
may, with the permission of the Panel, decide. If the Offer is extended
beyond midnight on 1 January 2001, acceptances received and purchases
made in respect of which relevant documents have been received by
Capita IRG Plc after 1.00 p.m. on the relevant date may (except where
the City Code otherwise permits) only be taken into account with the
consent of the Panel.
(c) If the Offer becomes unconditional, it will remain open for acceptance
for not less than 14 days from the date on which it would otherwise
have expired. If the Offer has become unconditional and it is stated by
or on behalf of AMVESCAP that the Offer will remain open until further
notice, then not less than 14 days' notice in writing will be given
prior to the closing of the Offer.
(d) If a competitive situation (as determined by the Panel) arises after
AMVESCAP has made a "no extension" statement and/or a "no increase"
statement has been made by or on behalf of AMVESCAP in relation to the
Offer, AMVESCAP may (if it has specifically reserved the right to do so
at the time such statement was made, or otherwise with the consent of
the Panel) withdraw such statement provided that it complies with the
requirements of the Code and in particular that (i) it announces the
withdrawal as soon as possible and in any event within four business
days after the announcement of the competing offer and notifies
Perpetual Shareholders to that effect in writing at the earliest
opportunity or, in the case of Perpetual Shareholders with registered
addresses outside the United Kingdom or whom AMVESCAP or Schroder
Salomon Smith Barney know to be nominees, custodians
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<PAGE> 25
or trustees holding Perpetual Shares for such persons, by announcement
in the United Kingdom at the earliest opportunity; and (ii) any
Perpetual Shareholders who accepted the Offer after the date of such
statement are given a right of withdrawal as described in paragraph
3(b) below. AMVESCAP may (if it has reserved the right to do so at or
prior to the time such statement was made) choose not to be bound by
the terms of a "no increase" statement or a "no extension" statement if
it would otherwise prevent the posting of an increased or improved
Offer which is recommended for acceptance by the board of Perpetual, or
in other circumstances permitted by the Panel.
(e) For the purpose of determining at any particular time whether the
acceptance condition has been satisfied, AMVESCAP shall not be bound
(unless otherwise required by the Panel) to take into account any
Perpetual Shares which have been unconditionally allotted or issued or
which arise as a result of the exercise of conversion rights before
such determination takes place, unless Capita IRG Plc on behalf of
AMVESCAP has received written notice of the relevant details of such
allotment or issue or conversion (including the price thereof) before
that time. Notification by telex, facsimile or other electronic
transmission will not be sufficient for this purpose.
2. ANNOUNCEMENTS
(a) By 8.00 a.m. on the business day (the "relevant day") next following
the day on which the Offer is due to expire or becomes unconditional or
is revised or extended, or such later time and/or date as the Panel may
agree, AMVESCAP will make an appropriate announcement and
simultaneously inform the Company Announcements Office of the London
Stock Exchange of the position. Such announcement will (unless
otherwise permitted by the Panel) also state (as nearly as practicable)
the total number of Perpetual Shares and rights over Perpetual Shares
(i) for which acceptances of the Offer have been received (showing the
extent, if any, to which such acceptances have been received from any
person acting or deemed to be acting in concert with AMVESCAP), (ii)
acquired or agreed to be acquired by or on behalf of AMVESCAP or any
person acting or deemed to be acting in concert with AMVESCAP during
the Offer Period and (iii) held by or on behalf of AMVESCAP or any
person acting or deemed to be acting in concert with AMVESCAP prior to
the Offer Period, and will specify the percentage of the share capital
of Perpetual represented by these figures. Any decision to extend the
time and/or date by which the acceptance condition has to be fulfilled
may be made at any time up to, and will be announced not later than,
8.00 a.m. on the relevant day (or such later time and/or date as the
Panel may agree) and the announcement will state the next expiry date
(unless the Offer is then unconditional in which case a statement may
be made that the Offer will remain open until further notice). In
computing the number of Perpetual Shares represented by acceptances
and/or purchases there may, at the discretion of AMVESCAP, be included
or excluded for announcement purposes acceptances and purchases which
are not complete in all respects or which are subject to verification
provided that such acceptances or purchases of Perpetual Shares shall
not be included unless they could be counted towards fulfilling the
acceptance condition in accordance with paragraph 5(j) below.
(b) References in this Part B of Appendix I to the making of an
announcement by AMVESCAP include the release of an announcement by
public relations consultants or by Schroder Salomon Smith Barney to the
press, and the delivery by hand or telephone, telex, facsimile or other
electronic transmission of an announcement to the Company Announcements
Office of the London Stock Exchange. An announcement made otherwise
than to the Company Announcements Office of the London Stock Exchange
shall be notified simultaneously to the Company Announcements Office of
the London Stock Exchange.
3. RIGHTS OF WITHDRAWAL
(a) If AMVESCAP, having announced the Offer to be unconditional, fails to
comply by 3.30 p.m. on the relevant day (or such later time and/or date
as the Panel may agree) with any of the other relevant requirements
specified in paragraph 2(a) above, an accepting Perpetual Shareholder
may (unless the Panel agrees otherwise) immediately thereafter withdraw
his acceptance by written notice (signed by the accepting shareholder
or his agent duly appointed in writing and evidence of whose
appointment in a form reasonably satisfactory to AMVESCAP is produced
with the notice) given by post or by hand to Capita IRG Plc, New Issues
Department, Bourne House, 34 Beckenham Road, Beckenham, Kent, BR3 4TH
or by hand (only during normal business hours) to Capita IRG Plc,
Guildhall House, 81-87 Gresham Street, London, EC2 on behalf of
AMVESCAP. Subject to paragraph 1(b) above, this right of withdrawal may
be terminated not less than eight days after the relevant day by
AMVESCAP
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<PAGE> 26
confirming, if that be the case, that the Offer is still unconditional
and complying with the other requirements specified in paragraph 2(a)
above. If any such confirmation is given, the first period of 14 days
referred to in paragraph 1(c) above will run from the date of such
confirmation and compliance.
(b) If by 3.00 p.m. on 14 December 2000 (or such later time and/or date as
the Panel may agree) the Offer has not become unconditional, an
accepting Perpetual Shareholder may withdraw his acceptance at any time
thereafter by written notice received by Capita IRG Plc on behalf of
AMVESCAP at either of the addresses and in the manner referred to in
paragraph 3(a) above before the earlier of (i) the time when the Offer
becomes unconditional and (ii) the final time for lodgement of
acceptances of the Offer which can be taken into account in accordance
with paragraph 1(b) above. If AMVESCAP withdraws a "no extension"
statement or a "no increase" statement in accordance with paragraph
1(d) above, any Perpetual Shareholder who accepts the Offer after the
date of such statement may withdraw his acceptance thereafter in the
manner referred to in paragraph 3(a) above not later than the eighth
day after the date on which notice of the withdrawal of such statement
is posted to Perpetual Shareholders.
(c) Except as provided by this paragraph 3 (and paragraph 4 below),
acceptances and elections shall be irrevocable. In this paragraph 3
"written notice" (including any letter of appointment, direction or
authority) means notice in writing bearing the original signature(s) of
the relevant accepting Perpetual Shareholder(s) or his/their agent(s)
duly appointed in writing (evidence of whose appointment in a form
reasonably satisfactory to AMVESCAP is produced with the notice).
Telex, facsimile or other electronic transmission, or copies, will not
be sufficient to constitute written notice. No notice which is
postmarked in, or otherwise appears to AMVESCAP, its agents or advisers
to have been sent from, the United States, Canada, Australia or Japan
or by a North American person or resident of Japan or Australia will be
treated as valid.
4. REVISED OFFER
(a) Although no such revision is envisaged, if the Offer (in its original
or any previously revised form(s)) is revised (either in its terms or
conditions or in the value or nature of the consideration offered or
otherwise) and such revision represents on the date on which such
revision is announced (on such basis as Schroder Salomon Smith Barney
may consider appropriate) an improvement or no diminution in the value
of the consideration of the Offer as so revised compared with the value
of the consideration or the terms previously offered, the benefit of
the revised Offer will (subject to this paragraph 4 and paragraph 6
below) be made available to Perpetual Shareholders who have validly
accepted the Offer in its original or any previously revised form(s)
and who have not validly withdrawn such acceptance (hereinafter called
"Previous Acceptor(s)"). The acceptance by or on behalf of a Previous
Acceptor of the Offer (in its original or any previously revised
form(s)) shall, subject as provided in this paragraph 4 and paragraph 6
below, be deemed to be an acceptance of the Offer as so revised and
shall also constitute the separate appointment of Schroder Salomon
Smith Barney or of any director of AMVESCAP as his attorney and/or
agent with authority to accept any such revised Offer on behalf of such
Previous Acceptor.
(b) Although no such revision is envisaged, if any revised Offer provides
for Perpetual Shareholders who accept it to elect for (or accept)
alternative forms of consideration, the acceptance by or on behalf of a
Previous Acceptor of the Offer (in its original or any previously
revised form(s)) shall, subject as provided below, also constitute the
appointment of Schroder Salomon Smith Barney or of any director of
AMVESCAP as his attorney and/or agent to make on his behalf elections
for and/or to accept such alternative forms of consideration on his
behalf as such attorney and/or agent in his absolute discretion thinks
fit and to execute on behalf of and in the name of such Previous
Acceptor all such further documents (if any) as may be required to give
effect to such acceptances and/or elections. In making any such
acceptance or election, such attorney and/or agent shall take into
account the nature of any previous acceptances and/or elections made by
or on behalf of the Previous Acceptor and such other facts or matters
as he may reasonably consider relevant.
(c) The deemed acceptances and elections referred to in paragraphs 4(a) and
(b) above shall not apply and the powers of attorney and authorities
conferred by paragraphs 4(a) and (b) above shall not be exercised if as
a result thereof a Previous Acceptor would (on such basis as Schroder
Salomon Smith Barney may consider appropriate) receive less in
aggregate consideration than he would have
25
<PAGE> 27
received as a result of his acceptance of the Offer in the form in
which it was originally accepted by him unless such Previous Acceptor
has previously otherwise agreed in writing.
(d) The deemed acceptances and elections referred to in paragraphs 4(a) and
(b) above shall not apply and the powers of attorney and authorities
conferred by paragraphs 4(a) and (b) above shall be ineffective to the
extent that a Previous Acceptor shall lodge with Capita IRG Plc, within
14 days of the posting of the document pursuant to which the revision
of the Offer referred to in paragraphs 4(a) and (b) above is made
available to Perpetual Shareholders, a Form of Acceptance or some other
form issued by or on behalf of AMVESCAP in which he validly elects to
receive the consideration receivable by him under that revised Offer in
some other manner than that set out in his original acceptance.
(e) The powers of attorney and authorities referred to in this paragraph 4
and any acceptance of a revised Offer and/or election pursuant thereto
shall be irrevocable unless and until the Previous Acceptor becomes
entitled to withdraw his acceptance under paragraph 3 above and duly
and validly does so.
(f) AMVESCAP reserves the right to treat an executed Form of Acceptance
relating to the Offer (in its original or any previously revised
form(s)) which is received after the announcement or the issue of the
Offer in any revised form as a valid acceptance of the revised Offer
and/or election pursuant thereto and such acceptance shall constitute
an authority and request in the terms of this paragraph 4 mutatis
mutandis on behalf of the relevant Perpetual Shareholders.
5. GENERAL
(a) Except with the consent of the Panel, the Offer will lapse unless all
the conditions to the Offer have been fulfilled by or (if capable of
waiver) waived by or (where appropriate) have been determined by
AMVESCAP in its reasonable opinion to be or remain satisfied as at
midnight on 1 January 2001 or within 21 days after the date on which
the Offer becomes unconditional (whichever is the later) or such later
date as AMVESCAP may, with the consent of the Panel, decide, provided
that AMVESCAP shall be under no obligation to waive or treat as
satisfied any condition by a date earlier than the latest date
specified above for the satisfaction thereof notwithstanding that the
other conditions of the Offer may at such earlier date have been waived
or fulfilled and that there are, at such earlier date, no circumstances
indicating that any such conditions may not be capable of fulfilment.
If the Offer lapses for any reason, it shall cease to be capable of
further acceptance and AMVESCAP, Schroder Salomon Smith Barney and
validly accepting Perpetual Shareholders shall cease to be bound by
Forms of Acceptance submitted before the time when the Offer lapses.
(b) No acknowledgement of receipt of any Form of Acceptance, transfer by
means of CREST, share certificates or other documents will be given.
All communications, notices, certificates, documents of title, other
documents and remittances to be delivered by or to or sent to or from
Perpetual Shareholders (or their designated agent(s)) or as otherwise
directed will be delivered by or to or sent to or from such Perpetual
Shareholders (or their designated agent(s)) at their risk.
(c) The expression "Offer Period" when used in this document means the
period commencing on 8 May 2000 (the day that Perpetual announced it
was in discussions which may or may not lead to an offer) and ending on
whichever of the following dates shall be the latest:-
(i) 23 November 2000;
(ii) the date on which the Offer lapses; and
(iii) the date on which the Offer becomes unconditional.
(d) All references in this document and in the Form of Acceptance to 23
November 2000, shall (except in paragraph 5(c) above and where the
context otherwise requires), if the expiry date of the Offer shall be
extended, be deemed to refer to the expiry date of the Offer as so
extended.
(e) Except with the consent of the Panel, settlement of the consideration
to which any Perpetual 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 AMVESCAP and/or Schroder Salomon Smith Barney may
otherwise be, or claim to be, entitled as against such Perpetual
Shareholder.
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(f) The instructions, terms, provisions and authorities contained in or
deemed to be incorporated in the Form of Acceptance constitute part of
the terms of the Offer. Words and expressions defined in this document
shall, unless the context otherwise requires, have the same meanings
when used in the Form of Acceptance. The provisions of Appendix I shall
be deemed to be incorporated in the Form of Acceptance.
(g) The Offer, the Loan Note Alternative, the Form of Acceptance and all
acceptances thereof and all elections thereunder or pursuant thereto
and all contracts made pursuant thereto and action taken or made or
deemed to be taken or made under any of the foregoing shall be governed
by and construed in accordance with English law. Execution by or on
behalf of a Perpetual Shareholder of a Form of Acceptance will
constitute his submission, in relation to all matters arising out of or
in connection with the Offer and the Form of Acceptance, to the
jurisdiction of the Courts of England and his agreement that nothing
shall limit the rights of AMVESCAP or Schroder Salomon Smith Barney 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.
(h) Any omission to despatch this document or the Form of Acceptance or any
notice required to be given under the terms of the Offer to, or any
failure to receive the same by, any person to whom the Offer is made or
should be made shall not invalidate the Offer in any way or create any
implication that the Offer has not been made to any such person.
(i) Subject to paragraph 5(j) below, AMVESCAP and Schroder Salomon Smith
Barney reserve the right to treat acceptances of the Offer and/or
elections pursuant thereto as valid if received by or on behalf of
either of them at any place or places or in any manner determined by
them otherwise than as stated herein or in the Form of Acceptance.
(j) Notwithstanding the right reserved by AMVESCAP 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 or not accompanied by the relevant transfer to
escrow, except with the consent of the Panel an acceptance of the Offer
will only be counted towards fulfilling the acceptance condition if the
requirements of Note 4 and, if applicable, Note 6 on Rule 10 of the
City Code are satisfied in respect of it. Except with the consent of
the Panel, a purchase of Perpetual Shares by AMVESCAP or its wholly
owned subsidiaries or its nominee(s) (or, if AMVESCAP is required to
make an offer or offers under the provisions of Rule 9 of the City
Code, by a person acting in concert with AMVESCAP or its wholly owned
subsidiaries or its nominee(s) for the purpose of such offer(s)) will
only be counted towards fulfilling the acceptance condition if the
requirements of Note 5 and, if applicable, Note 6 on Rule 10 of the
City Code are satisfied in respect of it. The Offer may not be accepted
otherwise than by means of a Form of Acceptance.
(k) Except with the consent of the Panel, the Offer will not become
unconditional until Capita IRG Plc has issued a certificate to AMVESCAP
or Schroder Salomon Smith Barney (or their respective agents) which
states the number of Perpetual Shares in respect of which acceptances
have been received which meet the requirements of Note 4 on Rule 10 of
the City Code and the number of Perpetual Shares otherwise acquired
(whether before or during the Offer Period) which meet the requirements
of Note 5 on Rule 10 of the City Code and, in each case, if applicable,
Note 6 on Rule 10 of the City Code. Copies of such certificate will be
sent to the Panel and to the financial advisers of Perpetual as soon as
possible after it is issued.
(l) All mandates and other instructions to Perpetual given by Perpetual
Shareholders or in force relating to holdings of Perpetual Shares will,
unless and until revoked, continue in force in relation to any new
AMVESCAP Shares and/or Loan Notes issued to such Perpetual
Shareholders.
(m) All powers of attorney, appointments of agents and authorities on the
terms conferred by or referred to in this Part B or in Part C of
Appendix I or in the Form of Acceptance are given by way of security
for the performance of the obligations of the Perpetual Shareholder
concerned and are irrevocable in accordance with section 4 of the
Powers of Attorney Act 1971, except in the circumstances where the
donor of such power of attorney, appointment or authority is entitled
to withdraw his acceptance in accordance with paragraph 3 above and
duly does so.
(n) The Offer extends to any Perpetual Shareholders to whom this document,
the Form of Acceptance and any related documents may not have been
despatched or by whom such documents may not be
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received and such Perpetual Shareholders may collect copies of those
documents from Capita IRG Plc during normal business hours at the New
Issues Department, Bourne House, 34 Beckenham Road, Beckenham, Kent,
BR3 4TH. AMVESCAP and Schroder Salomon Smith Barney reserve the right
to notify any matter, including the making of the Offer, to all or any
Perpetual Shareholders with a registered address outside the United
Kingdom (or whom AMVESCAP or Schroder Salomon Smith Barney know to be
nominees, trustees or custodians for such persons) by announcement in
the United Kingdom or paid advertisement in a daily newspaper published
and circulated in the United Kingdom, in which event such notice shall
be deemed to have been sufficiently given notwithstanding any failure
by any Perpetual Shareholder to receive such notice and all references
in this document to notice, or the provision of information in writing,
by AMVESCAP, Schroder Salomon Smith Barney and/or their respective
agents and/or public relations consultants shall be construed
accordingly.
(o) The Offer is made on 2 November 2000 and is capable of acceptance from
and after that time. Copies of this document and Forms of Acceptance
are available for collection from Schroder Salomon Smith Barney at 33
Canada Square, Canary Wharf, London E14 5LB and from Capita IRG Plc,
New Issues Department, Bourne House, 34 Beckenham Road, Beckenham, Kent
BR3 4TH from that time.
(p) If the Offer does not become unconditional in all respects:
(i) Forms of Acceptance, share certificates and other documents of
title will be returned by post (or by such other method as may
be approved by the Panel) within 14 days of the Offer lapsing
to the person or agent whose name and address outside the
United States, Canada, Australia or Japan is set out in the
relevant 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. No such
documents will be sent to an address in the United States,
Canada, Australia or Japan; and
(ii) Capita IRG Plc will, immediately after the lapsing of the
Offer (or within such longer period as the Panel may permit,
not exceeding 14 days from the lapsing of the Offer), give
instructions to CRESTCo to transfer all the Perpetual Shares
held in escrow balances and in relation to which it is the
escrow agent for the purposes of the Offer to the original
available balances of the Perpetual Shareholders concerned.
(q) If sufficient acceptances are received, AMVESCAP intends to apply the
provisions of sections 428 to 430F (inclusive) of the Companies Act to
acquire compulsorily any outstanding Perpetual Shares.
(r) In relation to any acceptance of the Offer in respect of a holding of
Perpetual Shares which are in uncertificated form, AMVESCAP reserves
the right to make such alterations, additions or modifications as may
be necessary or desirable to give effect to any purported acceptance of
the Offer, whether in order to comply with the facilities or
requirements of CREST or otherwise, provided that such alterations,
additions or modifications are consistent with the requirements of the
City Code or are otherwise made with the consent of the Panel.
(s) AMVESCAP intends after the Offer is declared wholly unconditional, to
procure the making of an application by Perpetual to the London Stock
Exchange for the cancellation of the admission to trading of Perpetual
Shares on the London Stock Exchange's market for listed securities and
to the UK Listing Authority for the cancellation of the listing of
Perpetual Shares on the Official List of the UK Listing Authority not
less than 20 business days after the date when notice of its intention
to seek such cancellations is given.
6. OVERSEAS SHAREHOLDERS
(a) The making of the Offer in, or to persons resident in, or to citizens
or nationals of, jurisdictions outside the United Kingdom or to persons
who are nominees of, or custodians, trustees or guardians for, citizens
or nationals of such jurisdictions ("overseas shareholders") may be
prohibited or affected by the laws of the relevant overseas
jurisdiction. Such overseas shareholders should inform themselves about
and observe any applicable legal requirements. It is the responsibility
of any overseas shareholder wishing to accept the Offer (whether or not
he also elects for the Loan Note Alternative) to satisfy himself as to
the full observance of the laws of the relevant jurisdiction in
connection therewith, including the obtaining of any governmental,
exchange control or other consents which may be required, the
compliance with other necessary formalities and the payment of any
issue, transfer or other taxes or duties due in such jurisdiction. Any
overseas shareholder will be
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responsible for any issue, transfer or other taxes or other requisite
payments by whomsoever payable and AMVESCAP, Schroder Salomon Smith
Barney and any person acting on their behalf shall be fully indemnified
and held harmless by such shareholder for any such issue, transfer or
other taxes or other requisite payments as AMVESCAP, Schroder Salomon
Smith Barney and any person acting on their behalf may be required to
pay.
(b) In particular, the Offer is not being made, directly or indirectly, in
or into or by the use of the mails of, or by any means or
instrumentality (which includes, but is not limited to, e-mail,
facsimile transmission, telex and telephone) of interstate or foreign
commerce of, or any facilities of a national securities exchange of,
the United States, Canada, or Australia or Japan and the Offer cannot
be accepted by any such use, means or instrumentality or from within
the United States, Canada, or Australia or Japan. Furthermore, the new
AMVESCAP Shares and/or Loan Notes to be issued pursuant to the Offer
have not been and will not be registered under the Securities Act and
the relevant clearances have not been and will not be obtained from the
securities commission of any province or territory of Canada. No
prospectus in relation to the new AMVESCAP Shares and/or Loan Notes has
been, or will be, lodged with or registered by the Australian
Securities Commission and no steps have been nor will any be taken to
enable the new AMVESCAP Shares and/or Loan Notes to be offered in Japan
in compliance with applicable securities laws in Japan. Accordingly,
such securities may not be directly or indirectly offered, sold or
delivered in or into the United States, Canada, Australia or Japan or
to or for the account or benefit of any North American person or a
resident of Australia or Japan without compliance with applicable
security laws of the United States, Canada, Australia or Japan.
AMVESCAP will not (unless otherwise determined by AMVESCAP in its sole
discretion and save as provided for in paragraph 6(e) below) mail or
deliver, or authorise the mailing or delivery of, this document, the
Form of Acceptance or any related offering document in, into or from
the United States, Canada, or Australia or Japan, or to any US person
or resident of Canada, or Australia or Japan, including (without
limitation) to Perpetual Shareholders or participants in the Perpetual
Share Option Schemes with registered addresses in the United States,
Canada, or Australia or Japan or to persons whom AMVESCAP knows to be
trustees, nominees or custodians holding Perpetual Shares for such
persons.
Persons receiving such documents (including, without limitation,
trustees, nominees or custodians) must not distribute, send or mail
them in, into or from the United States, Canada, or Australia or Japan
or to any US person or resident of Canada, or Australia or Japan or use
the United States, Canadian, or Australian or Japanese mails or any
such means or instrumentality for any purpose directly or indirectly in
connection with the Offer and so doing may invalidate any related
purported acceptance of the Offer. Persons wishing to accept the Offer
and/or to elect for the Loan Note Alternative must not use the United
States, Canadian, or Australian or Japanese mails or any such means or
instrumentality for any purpose directly or indirectly related to
acceptance of the Offer or such election. Envelopes containing Forms of
Acceptance should not be postmarked in the United States, Canada,
Australia or Japan or otherwise despatched from the United States,
Canada, Australia or Japan, and all acceptors must provide addresses
outside the United States, Canada, Australia or Japan for the receipt
of the remittance of cash and/or new AMVESCAP Shares and/or the Loan
Notes, or for the return of Forms of Acceptance, certificates for
Perpetual Shares and/or other documents of title.
A Perpetual Shareholder will be deemed not to have validly accepted the
Offer if: (i) he puts "No" in Box 6 of the Form of Acceptance and
thereby does not give the representations and warranties set out in
paragraph (c) of Part C of this Appendix I; (ii) having inserted in or
having completed Box 4 of the Form of Acceptance with a registered
address in the United States, Canada, Australia or Japan or having a
registered address in the United States, Canada, Australia or Japan he
does not insert in Box 7 of the Form of Acceptance the name and address
of a person or agent outside the United States, Canada, Australia and
Japan to whom he wishes the consideration to which he is entitled under
or in consequence of the Offer to be sent; (iii) he inserts in Box 7 of
the Form of Acceptance the name and address of a person or agent in the
United States, Canada, Australia or Japan to whom he wishes the
consideration to which he is entitled under or in consequence of the
Offer to be sent; or (iv) in any case, the Form of Acceptance received
from him is received in an envelope postmarked in, or which otherwise
appears to AMVESCAP or its agents to have been sent from the United
States, Canada, Australia or Japan or a US person or resident of
Canada, Australia or Japan. AMVESCAP reserves the right, in its sole
discretion, to investigate, in relation to any acceptance, whether the
representations and warranties set out in paragraph (c) of Part C of
this Appendix I could have been truthfully given by the relevant
Perpetual Shareholder and, if such investigation is made and, as a
result, AMVESCAP
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cannot satisfy itself that such representations and warranties were
true and correct, such acceptance shall not be valid.
AMVESCAP will not issue Loan Notes or new AMVESCAP Shares or authorise
the delivery of any documents of title in respect of Loan Notes or new
AMVESCAP Shares in, into or from the United States, Canada, Australia
or Japan or to any person (i) who is, or who AMVESCAP has reason to
believe is, a North American person or resident in Australia or Japan,
or (ii) who is unable or fails to give the representations and
warranties set out in paragraph (c) of Part C of this Appendix I or
(iii) with a registered address in the United States, Canada, Australia
or Japan. The receipt of any Form of Acceptance from a person who puts
"No" in Box 6 of the Form of Acceptance and thereby does not give the
representations and warranties set out in paragraph (c) of Part C of
this Appendix I and/or who appears, or whom AMVESCAP believes, to be a
North American person or a resident of Australia or Japan and/or who
completes Box 4 of the Form of Acceptance with an address in the United
States, Canada, Australia or Japan (or who has an address in the United
States, Canada, Australia or Japan) but who inserts in Box 7 of the
Form of Acceptance an address outside the United States, Canada,
Australia or Japan and an acceptance from any holder of Perpetual
Shares accepting the Offer who is, or who AMVESCAP has reason to
believe is, a North American person or resident in Australia or Japan
or who does not give the representations and warranties set out in
paragraph (c) of Part C of this Appendix I shall be deemed, in respect
of the new AMVESCAP Shares to which such acceptor may become entitled
under the basic terms of the Offer, to constitute an irrevocable and
unconditional request and authority to AMVESCAP and/or Schroder Salomon
Smith Barney and/or their respective agents and/or any director of
Schroder Salomon Smith Barney and/or any director of AMVESCAP to treat
any election for the Loan Note Alternative as invalid, and furthermore:
(i) to sell new AMVESCAP Shares to which such acceptor may become
entitled on behalf of such acceptor on the London Stock
Exchange within 21 days of such shares being allotted;
(ii) to receive the share certificate(s) and/or document(s) of
title in respect of such shares and to execute instrument(s)
of transfer in respect of such shares; and
(iii) to remit the net proceeds of such sale(s) (after deducting
therefrom the expenses of sale) as soon as reasonably
practicable to the person or agent whose name and address (not
being in the United States, Canada, Australia or Japan) is set
out in Box 7 of the Form of Acceptance or, if none is set out,
to the person whose name and address (not being in the United
States, Canada, Australia or Japan) is set out in Box 4 or to
the first-named holder (if more than one) at his registered
address (not being in the United States, Canada, Australia or
Japan).
In the event of new AMVESCAP Shares to which an accepting Perpetual
Shareholder would otherwise become entitled being sold on his behalf in
accordance with the provisions of the above authority, the same shall
be sold in the market on an arm's length basis.
Neither AMVESCAP nor Schroder Salomon Smith Barney nor any agent nor
director of Schroder Salomon Smith Barney or AMVESCAP nor any person
acting on behalf of any of them shall have any liability to any person
for any loss or alleged loss arising from any decision as to the
treatment of acceptance of the Offer on the basis set out above or from
the price, timing or manner of any sale made pursuant to and in
accordance with the authority set out above or otherwise in connection
therewith.
Notwithstanding the above, AMVESCAP may at its sole discretion allot
new AMVESCAP Shares and/or Loan Notes to a person in or resident of the
United States, Canada, Australia or Japan if requested to so by or on
behalf of that person and if AMVESCAP is satisfied in that particular
case that to do so will not constitute a breach of any securities or
other relevant legislation of the United States, Canada, Australia or
Japan.
Any person in Canada who acquires any securities allotted pursuant to
the Offer and/or the Loan Note Alternative may be subject to resale
restrictions under applicable securities laws in Canada.
Neither AMVESCAP nor Schroder Salomon Smith Barney nor any agent or
adviser or director of AMVESCAP or of Schroder Salomon Smith Barney nor
any person acting on behalf of either or both of them shall have any
liability to any person for any loss or alleged loss arising from any
decision as to
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the treatment of acceptances of the Offer, pursuant to the provisions
of this paragraph 6 of Part B of this Appendix I or otherwise in
connection therewith.
(c) If, in connection with the making of the Offer, notwithstanding the
restrictions described above, any person (including, without
limitation, custodians, nominees and trustees), whether pursuant to a
contractual or legal obligation or otherwise, forwards this document,
the Form of Acceptance or any related offering documents in, into or
from the United States, Canada, Australia or Japan or uses the mails of
or any means or instrumentality (including without limitation e-mail,
facsimile transmission, telex and telephone) of interstate or foreign
commerce of, or any facility of a national securities exchange of, the
United States, Canada, Australia or Japan in connection with such
forwarding, such person should: (i) inform the recipient of such fact;
(ii) explain to the recipient that such action may (subject to
paragraph 6(e) below) invalidate any purported acceptance by the
recipient; and (iii) draw the attention of the recipient to this
paragraph 6.
(d) As used in this document and in the Form of Acceptance, the "United
States" means the United States of America (including the States and
the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction, "US person" means (i) any individual
who is a resident or citizen of the United States and (ii) a
corporation, partnership or other entity created or organised in or
under the laws of the United States or an estate or trust the income of
which is subject to United States federal income taxation regardless of
the source and "North American person" means a US person and any
individual, corporation, partnership, trust or other entity resident in
Canada or receiving the Offer in Canada, provided however that the
terms "North American person" and "US person" shall not include a
branch or agency of a United States bank or insurance company that is
operating outside the United States for valid business reasons as a
locally registered branch or agency engaged in the banking or insurance
business and not solely for the purposes of investing in securities not
registered under the Securities Act.
(e) The provisions of this paragraph 6 and/or any other terms of the Offer
relating to overseas shareholders may be waived, varied or modified as
regards (a) specific Perpetual Shareholder(s) or on a general basis by
AMVESCAP in its absolute discretion. Subject as aforesaid the
provisions of this paragraph 6 shall have precedence over any terms of
the Offer and/or the Loan Note Alternative which are inconsistent
therewith.
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PART C:
FORM OF ACCEPTANCE
Each Perpetual Shareholder by whom, or on whose behalf, a Form of Acceptance is
executed irrevocably undertakes, represents, warrants and agrees to and with
AMVESCAP and Schroder Salomon Smith Barney and their respective agents (so as to
bind him, his personal representatives and his heirs, successors and assigns)
that:-
(a) the execution of a Form of Acceptance shall constitute:-
(i) an acceptance of the Offer in respect of the number of
Perpetual Shares inserted or deemed to be inserted in Box 1 of
the Form of Acceptance; and/or
(ii) an election for the Loan Note Alternative in respect of the
amount of Loan Notes you wish to receive instead of cash
consideration inserted or deemed to be inserted in Box 2 of
the Form of Acceptance,
in each case on and subject to the terms and conditions set out or
referred to in this document and the Form of Acceptance and that,
subject to the rights of withdrawal set out in paragraph 3 of Part B of
this Appendix I, each such acceptance and election shall be
irrevocable;
(b) the Perpetual Shares in respect of which the Offer is accepted or
deemed to be accepted are sold with full title guarantee and free from
all liens, charges, encumbrances, equities, rights of pre-emption and
any other third party rights of whatsoever nature and together with all
rights now or hereafter attaching thereto, including the right to
receive all dividends or other distributions declared, paid or made
after 2 November 2000 except that Perpetual Shareholders will be
entitled to receive and retain the second interim dividend of 43p (net)
per Perpetual Share in respect of the year ended 30 September 2000
proposed to be paid on 24 November 2000 to Perpetual Shareholders on
the register at the close of business on 3 November 2000;
(c) unless "No" is put in Box 6 of the Form of Acceptance, such Perpetual
Shareholder:-
(i) (if such Perpetual Shareholder is a citizen, resident, or
national of a jurisdiction outside the United Kingdom) has
observed the laws of the relevant jurisdiction, obtained all
requisite governmental, exchange control and other required
consents, complied with all other necessary formalities and
paid any issue, transfer or other taxes or other requisite
payments due in any such jurisdiction in connection with such
acceptance and has not taken or omitted to take any action
that will or may result in AMVESCAP, Schroder Salomon Smith
Barney or any other person acting in breach of the legal or
regulatory requirements of any such jurisdiction in connection
with the Offer or his acceptance thereof; or
(ii) (A) is not a North American person or resident in
Australia or Japan, does not hold any Perpetual
Shares in respect of which he has accepted the Offer
and/or elected for the Loan Note Alternative on
behalf of any North American person or resident of
Australia or Japan and is not acting on behalf of a
North American person or resident of Australia or
Japan and that he will not, directly or indirectly,
hold or acquire such new AMVESCAP Shares and/or Loan
Notes to or for the account or benefit of any North
American person or resident of Australia or Japan
with a view to the offer, sale or delivery, directly
or indirectly, of any Loan Notes in the United
States, Canada, Australia or Japan or to a North
American person or resident of Australia or Japan;
and
(B) has not received or sent copies or originals of this
document, the Form of Acceptance or any related
offering documents in, into or from the United
States, Canada, Australia or Japan, or any other
jurisdiction where such actions may constitute a
breach of any legal or regulatory requirements, and
has not utilised in connection with the Offer,
directly or indirectly, the mails of, or any means or
instrumentality (including, without limitation,
e-mail, 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 or such
other jurisdiction, is accepting the Offer from
outside the United States, Canada, Australia or Japan
and is not an agent or fiduciary acting on a
non-discretionary
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basis for a principal, unless such agent or fiduciary
is an authorised employee of such principal or such
principal has given any instructions with respect to
the Offer from outside the United States, Canada,
Australia or Japan;
(d) the execution of the Form of Acceptance constitutes, subject to the
Offer becoming unconditional in all respects in accordance with its
terms and to the accepting Perpetual Shareholder not having validly
withdrawn his acceptance, the irrevocable appointment of each of
AMVESCAP and Schroder Salomon Smith Barney and/or any of their
respective directors or agents as such shareholder's attorney and/or
agent, and an irrevocable instruction to the attorney and/or agent, to
complete and execute all or any form(s) of transfer and/or other
document(s) at the discretion of the attorney and/or agent in relation
to the Perpetual Shares referred to in paragraph (a)(i) in favour of
AMVESCAP or such other person or persons as AMVESCAP may direct and to
deliver such form(s) of transfer and/or other document(s) at the
discretion of the attorney and/or agent, together with the share
certificate(s) and/or other document(s) relating to such Perpetual
Shares, for registration within six months of the Offer becoming
unconditional in all respects and to execute all such documents and to
do all such other acts and things as may in the opinion of such
attorney and/or agent be necessary or expedient for the purpose of, or
in connection with, the acceptance of the Offer and/or any election for
the Loan Note Alternative and to vest in AMVESCAP or its nominee(s) or
as it may direct such Perpetual Shares;
(e) the execution of the Form of Acceptance constitutes the irrevocable
appointment of Capita IRG Plc as such shareholder's attorney and/or
agent and an irrevocable instruction and authority to the attorney
and/or agent (i) subject to the Offer becoming unconditional in all
respects in accordance with its terms and to the accepting Perpetual
Shareholder not having validly withdrawn his acceptance, to transfer to
itself (or such other person or persons as AMVESCAP or its agents may
direct) by means of CREST all or any of the Relevant Perpetual Shares
(but not exceeding the number of Perpetual Shares in respect of which
the Offer is accepted or deemed to be accepted) and (ii), if the Offer
does not become unconditional in all respects, to give instructions to
CRESTCo immediately after the lapsing of the Offer (or within such
longer period as the Panel may permit, not exceeding 14 days from the
lapsing of the Offer) to transfer all Relevant Perpetual Shares to the
original available balance of the accepting Perpetual Shareholder. As
used in Part C of this Appendix I, "Relevant Perpetual Shares" means
Perpetual 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 12(d) of the letter from Schroder
Salomon Smith Barney set out in this document and where the transfer(s)
to escrow was or were made in respect of Perpetual 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);
(f) the execution and delivery of the Form of Acceptance constitutes,
subject to the Offer becoming unconditional in all respects in
accordance with its terms and to the accepting Perpetual Shareholder
not having validly withdrawn his acceptance, separate irrevocable
authorities and requests:-
(i) to Perpetual or its agents, to procure the registration of the
transfer of the Perpetual Shares referred to in paragraph
(a)(i) in certificated form pursuant to the Offer and the
delivery of the share certificate(s) and/or other document(s)
of title in respect thereof to AMVESCAP or as it may direct;
(ii) (subject to the provisions of paragraph 6 of Part B of this
Appendix I) to AMVESCAP or its agents, to procure that such
Perpetual Shareholder's name is entered on the register of
members of AMVESCAP in respect of the new AMVESCAP Shares (if
any) to which such Perpetual Shareholder becomes entitled
under the Offer (subject to the memorandum and articles of
association of AMVESCAP);
(iii) (subject to the provisions of paragraph 6 of Part B of this
Appendix I) to AMVESCAP or its agents, to procure that such
Perpetual Shareholder's name is entered on the register of
Loan Note holders of AMVESCAP in respect of the Loan Notes (if
any) to which such Perpetual Shareholder becomes entitled
under the Loan Note Alternative (subject to the provisions of
the Loan Note Instrument);
33
<PAGE> 35
(iv) if the Perpetual Shares are in certificated form, or if either
of the provisos to sub-paragraph (v) apply to AMVESCAP or
Schroder Salomon Smith Barney or their agents, to procure the
despatch by post (or by such other method as may be approved
by the Panel) of a cheque for any cash and/or (subject to the
provisions of paragraph 6 of Part B of this Appendix I) a
certificate or other document(s) of title for any new AMVESCAP
Shares or Loan Notes to which an accepting Perpetual
Shareholder becomes entitled pursuant to his acceptance of the
Offer and/or election for the Loan Note Alternative (and at
the risk of such person) to the person whose name and address
(outside the United States, Canada, Australia or Japan) is set
out in Box 4 of the Form of Acceptance or, if none is set out,
to the person whose name and address (outside the United
States, Canada, Australia or Japan) is set out in Box 7 of the
Form of Acceptance or to the first-named holder at his
registered address (outside the United States, Canada,
Australia or Japan);
(v) if the Perpetual Shares concerned are in uncertificated form,
to AMVESCAP or Schroder Salomon Smith Barney or their agents
to procure the creation of an assured payment obligation in
favour of the Perpetual Shareholder's payment bank in
accordance with the CREST assured payment arrangements in
respect of any cash consideration to which such shareholder is
entitled pursuant to his acceptance of the Offer and to issue
any new AMVESCAP Shares to which such Perpetual Shareholder is
entitled in uncertificated form, provided that (aa) AMVESCAP
may (if, for any reason, it wishes to do so) determine that
all or any part of any such cash consideration shall be paid
by cheque despatched by post (or by such other method as may
be approved by the Panel) and/or that all or any such new
AMVESCAP Shares shall be issued in certificated form and (bb)
if the Perpetual Shareholder concerned is a CREST member whose
registered address is in the United States, Canada, Australia
or Japan, any cash consideration to which such shareholder is
entitled shall be paid by cheque despatched by post (or by
such other method as may be approved by the Panel) and any new
AMVESCAP Shares to which such Shareholder is entitled shall be
issued in certificated form and, in either of such cases,
sub-paragraph (iv) above shall apply; and
(vi) to AMVESCAP or its agents, to record and act, in respect of
any new AMVESCAP Shares and/or Loan Notes to be received by
such Perpetual Shareholder, upon any instructions with regard
to payments or notices which have been recorded in the records
of Perpetual in respect of such shareholder's holding(s) of
Perpetual Shares;
(g) the execution of the Form of Acceptance constitutes a separate
authority to any director of AMVESCAP and to any director of Schroder
Salomon Smith Barney and/or their respective agents and the irrevocable
appointment of any such director and/or agent as such shareholder's
attorney and/or agent within the terms of paragraph 4 of Part B of this
Appendix I;
(h) after the Offer becomes or is declared unconditional in all respects
(or if the Offer would become or be declared unconditional in all
respects or lapse immediately upon the outcome of the resolution in
question or if the Panel otherwise gives its consent) and pending
registration:-
(i) AMVESCAP shall be entitled to direct the exercise of any votes
attaching to any Perpetual Shares in respect of which the
Offer has been accepted or is deemed to have been accepted
(and in respect of which such acceptance has not been validly
withdrawn) and any other rights and privileges attaching to
such Perpetual Shares, including the right to requisition a
general meeting or separate class meeting of Perpetual, such
votes (where relevant) to be cast so far as possible to
satisfy any outstanding condition of the Offer; and
(ii) the execution of the Form of Acceptance by a Perpetual
Shareholder constitutes, with regard to the Perpetual Shares
comprised in such acceptance and in respect of which such
acceptance has not been validly withdrawn:-
(a) an authority to Perpetual and/or its agents from such
Perpetual Shareholder to send any notice, circular,
warrant, document or other communication which may be
required to be sent to him as a member of Perpetual
(including any share certificate(s) or other
document(s) of title issued as a result of a
conversion of such Perpetual Shares into certificated
form) to AMVESCAP at its registered office;
(b) the irrevocable appointment of AMVESCAP or any of its
directors or agents to sign such documents and do
such things as may in the opinion of such person seem
necessary or desirable in connection with the
exercise of any votes or other rights or privileges
attaching to such Perpetual Shares (including,
without limitation, an authority to sign any
34
<PAGE> 36
consent to short notice of a general or separate
class meeting on his behalf and/or to execute a form
of proxy in respect of such Perpetual Shares
appointing any person nominated by AMVESCAP to attend
general or separate class meetings of Perpetual or
its members or any of them and to exercise the votes
attaching to such Perpetual Shares on his behalf),
such votes (where relevant) to be cast so far as
possible to satisfy any outstanding condition of the
Offer; and
(c) the agreement of such Perpetual Shareholder not to
exercise any of such rights without the consent of
AMVESCAP and the irrevocable undertaking of such
shareholder not to appoint a proxy or representative
for or to attend any such meetings;
(i) he will deliver, or procure the delivery of, to Capita IRG Plc, New
Issues Department, Bourne House, 34 Beckenham Road, Beckenham Kent BR3
4TH his share certificate(s) and/or other document(s) of title in
respect of the Perpetual Shares referred to in sub-paragraph (a)(i)
above in certificated form, or an indemnity acceptable to AMVESCAP in
lieu thereof, as soon as possible and in any event within six months of
the Offer becoming unconditional in all respects;
(j) he will take (or procure to be taken) the action set out in paragraph
12(d) of the letter from Schroder Salomon Smith Barney contained in
this document to transfer all of the Perpetual Shares referred to in
sub-paragraph (a)(i) above 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 Offer becoming unconditional in all
respects;
(k) if, for any reason, any Perpetual Shares in respect of which a transfer
to an escrow balance has been effected in accordance with paragraph
12(d) of the letter from Schroder Salomon Smith Barney contained in
this document are converted to certificated form, he will (without
prejudice to paragraph (h)(ii)(a) above) immediately deliver or procure
the immediate delivery of the share certificate(s) or other document(s)
of title in respect of all such Perpetual Shares so converted to Capita
IRG Plc, New Issues Department, Bourne House, 34 Beckenham Road,
Beckenham Kent BR3 4TH or to AMVESCAP at its registered office or as
AMVESCAP or its agents may direct;
(l) the terms and conditions of the Offer shall be deemed to be
incorporated in and form part of the Form of Acceptance, which shall be
read and construed accordingly;
(m) if he accepts the Offer, he shall do all such acts and things as shall
be necessary or expedient to vest in AMVESCAP or its nominees or such
other persons as it may decide the Perpetual Shares as aforesaid and
all such acts and things as may be necessary to enable Capita IRG Plc
to perform its function as escrow agent for the purposes of the Offer;
(n) he agrees to ratify each and every act or thing which may be done or
effected by AMVESCAP, Schroder Salomon Smith Barney or Capita IRG Plc
or by any of their directors or agents or Perpetual or its agents, as
the case may be, in the proper exercise of any of his or its powers
and/or authorities conferred by or referred to in Part B or in this
Part C of Appendix I and to indemnify each such person against any
losses arising therefrom;
(o) the execution of the Form of Acceptance constitutes his submission, in
relation to all matters arising out of the Offer and the Form of
Acceptance, to the jurisdiction of the courts of England and his
agreement that nothing shall limit the right of AMVESCAP or Schroder
Salomon Smith Barney to bring any action, suit or proceeding arising
out of or in connection with the Offer or in any other manner permitted
by law or in any court of competent jurisdiction; and
(p) if any provision of Part B or of this Part C of Appendix I shall be
unenforceable or invalid or shall not operate so as to afford AMVESCAP
and Schroder Salomon Smith Barney and/or any director or agent of
either of them the full benefit of the authorities and powers of
attorney expressed to be given therein, he shall with all practicable
speed do all such acts and things and execute all such documents as may
be required or desirable to enable AMVESCAP and Schroder Salomon Smith
Barney and/or any director or agent of either of them to secure the
full benefit of such authorities and powers of attorney.
On execution, the Form of Acceptance shall take effect as a Deed.
35
<PAGE> 37
APPENDIX II
DETAILS OF THE LOAN NOTES
The Loan Notes will be constituted by the Loan Note Instrument which shall be
executed as a deed by AMVESCAP. The issue of the Loan Notes is conditional on
the Offer becoming or being declared unconditional in all respects. The Loan
Note Instrument will contain provisions, inter alia, to the effect set out
below.
a) FORM AND STATUS
The Loan Notes will be issued by AMVESCAP in amounts and integral multiples of
(pound)1 in nominal amount and will constitute unsecured obligations of
AMVESCAP. The Loan Note Instrument will not contain any restrictions on
borrowing, disposals or charging of assets by AMVESCAP or any member of the
AMVESCAP Group.
b) INTEREST
Interest on the outstanding Loan Notes will be payable six monthly in arrears
(subject to any requirement to deduct tax therefrom) on 30 October and 30 April
in each year or, if such a day is not a business day (which shall bear the same
meaning in this Appendix II as in the Loan Note Instrument) on the next
following business day ("interest payment dates"). The first payment of interest
on the Loan Notes will be made on 30 October 2001 in respect of the period from
(and including) the date that the Offer becomes wholly unconditional up to (and
including) 30 October 2001. The period from (and including) the date on which
the Offer becomes wholly unconditional up to (and including) 30 October 2001 and
the period from (but excluding) 30 October 2001 or any subsequent interest
payment date up to (and including) the next following interest payment date is
herein called an "interest period".
The rate of interest per annum payable on the Loan Notes will be the rate
calculated by AMVESCAP to be 0.5 per cent. below LIBOR on the first business day
of the relevant interest period.
If at any time such rate of interest cannot be so established for any interest
period, then the rate of interest on the Loan Notes for such interest period
shall be calculated by reference to such rate as AMVESCAP shall determine,
acting reasonably, on the basis of quotations made for six month deposits of
similar size and currency in such other appropriate interbank market or markets
as AMVESCAP may select.
Each instalment of interest shall be calculated on the basis of a 365 day year
and the actual number of days elapsed in the relevant interest period.
Each interest payment will be made to a holder of Loan Notes (a "Noteholder") on
the register of Noteholders at the close of business on the relevant interest
payment date.
c) REPAYMENT AND REDEMPTION
A Noteholder shall be entitled to require AMVESCAP to repay the whole (whatever
the amount) or any part (being (pound)1,000 nominal or any integral multiple
thereof) of the principal amount of his holding of Loan Notes at par, together
with accrued interest thereon (subject to any requirement to deduct tax
therefrom) up to (and including) the date of repayment, on any interest payment
date falling on or after 30 October 2001, by giving not less than 30 days' prior
notice in writing to AMVESCAP's registrars accompanied by certificate(s) for all
the Loan Notes to be repaid and a notice of redemption (duly completed) in the
prescribed form endorsed on the Loan Notes to be repaid.
If, at any time, the principal amount of all Loan Notes outstanding is less than
(pound)5 million, AMVESCAP shall have the right, on giving the remaining
Noteholders not less than 30 days' notice in writing expiring on 30 October 2001
or any subsequent interest payment date, to redeem all (but not some only) of
the outstanding Loan Notes at par together with accrued interest thereon
(subject to any requirement to deduct tax therefrom) up to (and including) the
date of redemption.
AMVESCAP will have the right to redeem on any interest payment date the Loan
Notes at par together with accrued interest up to (and including) the date of
redemption (subject to any requirement to deduct tax therefrom) on not less than
30 days' prior written notice to the Noteholders if interest payable under the
Loan Notes is reasonably expected by AMVESCAP to fall to be treated as a
distribution for corporation tax purposes or otherwise to be non-deductible for
corporation tax purposes.
36
<PAGE> 38
Any Loan Notes not previously so repaid, redeemed or purchased will be repaid in
full at par on 30 October 2005, together with accrued interest thereon (subject
to any requirement to deduct tax therefrom) up to (and including) that date.
Any Loan Notes repaid, purchased or redeemed will be cancelled and shall not be
available for re-issue.
Each Noteholder shall be entitled to require all of the Loan Notes held by him
to be repaid at par together with accrued interest (subject to any requirement
to deduct any tax therefrom) immediately if:
o any principal or interest on any of the Loan Notes held by that
Noteholder shall fail to be paid in full within 30 days after the due
date for payment thereof; or
o an order is made or an effective resolution is passed for the winding
up or dissolution of AMVESCAP (other than for the purposes of an
amalgamation, a reconstruction or a members' voluntary winding up in
each case on terms previously approved by Extraordinary Resolution
(which shall bear the same meaning in this Appendix II as in the Loan
Note Instrument)); or
o an encumbrancer takes possession of, or a trustee, receiver,
administrator or similar officer is appointed or an administration
order is made in respect of, the whole or substantially the whole of
the undertaking of AMVESCAP and such person has not been paid out or
discharged within 30 days.
AMVESCAP or any other member of the AMVESCAP Group will be entitled at any time
to purchase any Loan Notes by tender (available to all Noteholders alike),
private treaty or otherwise, at any price agreed by the Noteholder.
d) MODIFICATION
The provisions of the Loan Note Instrument and the rights of the Noteholders
will be subject to modification, abrogation or compromise in any respect with
both the sanction of an extraordinary resolution of the Noteholders and the
consent of AMVESCAP. AMVESCAP may, with the consent of its financial adviser,
amend the provisions of the Loan Note Instrument without such sanction or
consent, if such amendment is of a formal, minor or technical nature or to
correct a manifest error.
e) SUBSTITUTION OR EXCHANGE
The Loan Notes will contain provisions entitling AMVESCAP without the consent of
Noteholders to substitute any subsidiary or holding company of AMVESCAP
incorporated in England and Wales as the principal debtor under the Loan Note
Instrument and the Loan Notes or to require all or any of the Noteholders to
exchange their Loan Notes for loan notes issued on the same terms mutatis
mutandis by such other members of AMVESCAP Group incorporated in England and
Wales. References to AMVESCAP in this summary shall be construed accordingly.
The obligations of any substituted issuer will be unconditionally guaranteed as
to payment of principal and interest by AMVESCAP.
f) STATUS OF LOAN NOTES
The Loan Note Instrument will contain provisions intended to ensure that the
Loan Notes are not qualifying corporate bonds in the hands of non-corporate
Noteholders for the purposes of Section 117 Taxation of Chargeable Gains Act
1992.
g) REGISTRATION, TRANSFER AND MARKETABILITY
The Loan Notes will be evidenced by certificates and will be registered and
transferable in minimum amounts of (pound)1,000 or integral multiples thereof
(or the entire holding), provided that transfers will not be registered during
the 21 days immediately preceding an interest payment date or while the register
of Noteholders is closed.
No application has been made or is intended to be made to any stock exchange for
the Loan Notes to be listed or otherwise traded.
The Loan Notes have not been and will not be registered under the Securities Act
and no steps have been taken to qualify the Loan Notes for distribution in Japan
or any province or territory of Canada and no prospectus in relation to the Loan
Notes has been, or will be, lodged with or registered by the Australian
Securities Commission. Accordingly, unless an exemption under the Securities Act
or relevant securities laws is available, the Loan Note Alternative is not
available in the United States, Australia, Canada or Japan
37
<PAGE> 39
and the Loan Notes may not be directly or indirectly offered, sold or delivered
in or into the United States, Australia, Canada or Japan or to or for the
account or benefit of any restricted overseas persons.
h) GOVERNING LAW
The Loan Notes and the Loan Note Instrument will be governed by and construed in
accordance with English law.
38
<PAGE> 40
APPENDIX III
FINANCIAL AND OTHER INFORMATION RELATING TO AMVESCAP
NATURE OF FINANCIAL INFORMATION
The following financial information relating to AMVESCAP has been extracted,
without material adjustment, from the audited financial statements of AMVESCAP
for each of the three financial years ended 31 December 1997, 31 December 1998
and 31 December 1999 and the unaudited results of AMVESCAP for the nine months
ended 30 September 2000 which were announced on 19 October 2000. The information
set out in this Appendix III has not been restated for the purposes of this
document and has been extracted from previously published sources and does not
constitute statutory accounts within the meaning of section 240 of the Companies
Act. Audited statutory accounts have been delivered to the Registrar of
Companies for the financial years ended 31 December 1997, 31 December 1998 and
31 December 1999. Unqualified audited reports in accordance with sections 235 to
237 of the Companies Act for each of the three financial years ended 31 December
1997, 31 December 1998 and 31 December 1999 were given by the auditors to
AMVESCAP.
For the purposes of this Appendix III, "Company" shall mean AMVESCAP and "Group"
shall mean the consolidated position of AMVESCAP, including its subsidiaries.
39
<PAGE> 41
PART A
RESULTS FOR THE PERIOD ENDED 30 SEPTEMBER 2000
1. CONSOLIDATED PROFIT AND LOSS ACCOUNT
<TABLE>
<CAPTION>
Nine Months ended 30 September
-------------------------------------------------------
2000
----------------------------------------
Ordinary Exceptional Total 1999
activities item
(pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
REVENUES 1,200,211 -- 1,200,211 776,651
Operating expenses (762,206) (26,830) (789,036) (518,303)
---------- ---------- ---------- ----------
438,005 (26,830) 411,175 258,348
Goodwill amortisation (35,391) -- (35,391) (27,483)
---------- ---------- ---------- ----------
OPERATING PROFIT 402,614 (26,830) 375,784 230,865
Investment income 13,372 -- 13,372 7,428
Interest payable (36,391) -- (36,391) (34,002)
---------- ---------- ---------- ----------
PROFIT BEFORE TAXATION 379,595 (26,830) 352,765 204,291
Taxation (132,796) 11,805 (120,991) (75,332)
---------- ---------- ---------- ----------
PROFIT AFTER TAXATION 246,799 (15,025) 231,774 128,959
Dividends (28,014) -- (28,014) (22,700)
---------- ---------- ---------- ----------
RETAINED PROFIT FOR THE PERIOD 218,785 (15,025) 203,760 106,259
========== ========== ========== ==========
EARNINGS PER SHARE:
---basic 37.4p (2.3)p 35.1p 20.2p
---diluted 35.6p (2.1)p 33.5p 19.3p
---------- ---------- ---------- ----------
EARNINGS PER SHARE BEFORE GOODWILL AMORTISATION:
---basic 42.8p (2.3)p 40.5p 24.5p
---diluted 40.7p (2.1)p 38.6p 23.5p
---------- ---------- ---------- ----------
</TABLE>
40
<PAGE> 42
2. CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
30 31
September 31 December
2000 1999
(pound)'000 (pound)'000
<S> <C> <C>
FIXED ASSETS
Goodwill 1,596,237 664,135
Investments 202,773 128,921
Tangible assets 133,598 108,021
---------- ----------
1,932,608 901,077
---------- ----------
CURRENT ASSETS
Debtors 966,820 675,856
Investments 78,899 60,135
Cash at bank and in hand 442,822 189,732
---------- ----------
1,488,541 925,723
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR (1,290,184) (706,289)
---------- ----------
NET CURRENT ASSETS 198,357 219,434
---------- ----------
TOTAL ASSETS LESS CURRENT LIABILITIES 2,130,965 1,120,511
CREDITORS: AMOUNTS FALLING DUE AFTER ONE YEAR
Long-term debt (871,412) (659,120)
Provisions for liabilities and charges (24,147) (24,730)
---------- ----------
NET ASSETS 1,235,406 436,661
========== ==========
CAPITAL AND RESERVES
Called up share capital 185,160 168,617
Share premium account 1,127,441 478,860
Other reserves (661,672) (591,533)
Profit and loss account 584,477 380,717
---------- ----------
SHAREHOLDERS' FUNDS, EQUITY INTERESTS 1,235,406 436,661
========== ==========
</TABLE>
41
<PAGE> 43
3. CONSOLIDATED CASH FLOW STATEMENT
<TABLE>
<CAPTION>
Nine Months Nine Months
ended ended
30.9.00 30.9.99
(pound)'000 (pound)'000
<S> <C> <C>
Operating profit 375,784 230,865
Amortisation and depreciation 72,654 74,856
Change in debtors, creditors, and other 228,239 (39,537)
-------- --------
Net cash inflow from operating activities 676,677 266,184
-------- --------
Interest paid, net of investment income (14,833) (16,577)
Taxation (99,097) (52,760)
Capital expenditure, net of sales (38,121) (37,590)
Net purchases of fixed asset investments (26,169) (7,351)
Acquisitions (153,422) --
Dividends paid (36,439) (31,694)
Net repayment of debt (82,096) (78,744)
Foreign exchange on cash at bank and in hand 26,590 1,074
-------- --------
Increase in cash at bank and in hand 253,090 42,542
======== ========
</TABLE>
4. SEGMENTAL INFORMATION
<TABLE>
<CAPTION>
Nine Months ended 30 September 2000
-----------------------------------
Revenues Expenses Oper. Profit
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
Managed Products 772,518 (390,458) 382,060
US Institutional 146,023 (110,183) 35,840
INVESCO Global 246,243 (174,296) 71,947
Retirement and Benefit Services 35,090 (32,219) 2,871
New Business 337 (15,908) (15,571)
Corporate -- (39,142) (39,142)
---------- ---------- ----------
1,200,211 (762,206) 438,005
Goodwill amortisation -- (35,391) (35,391)
---------- ---------- ----------
1,200,211 (797,597) 402,614
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Nine Months ended 30 September 2000
-----------------------------------
Revenues Expenses Oper. Profit
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
Managed Products 464,362 (251,680) 212,682
US Institutional 128,257 (82,175) 46,082
INVESCO Global 162,034 (125,379) 36,655
Retirement and Benefit Services 21,998 (24,003) (2,005)
New Business -- (7,528) (7,528)
Corporate -- (27,538) (27,538)
-------- -------- --------
776,651 (518,303) 258,348
Goodwill amortisation -- (27,483) (27,483)
-------- -------- --------
776,651 (545,786) 230,865
======== ======== ========
</TABLE>
42
<PAGE> 44
5. NOTES TO THE FINANCIAL STATEMENTS
1. The taxation charge for the nine months ended 30 September 2000 is
estimated based on the total expected tax charge for the year. A
significant proportion of the charge is expected to arise from US
operations.
2. The Directors consider that profit before goodwill amortisation and
exceptional item is a more appropriate basis for the calculation of
earnings per share since this represents a more consistent measure
of operating performance.
<TABLE>
<CAPTION>
2000
-----------------------------------
Profit Number of Per share
before Shares Amount
Goodwill '000
Amortisation
and
Exceptional
Item
(pound)'000
<S> <C> <C> <C>
Basic earnings per share 282,190 659,944 42.8p
-----
Issuance of options -- 32,670
Conversion of equity subordinated debentures 3,197 9,358
------- -------
Diluted earnings per share 285,387 701,972 40.7p
======= ======= =====
</TABLE>
<TABLE>
<CAPTION>
1999
-----------------------------------
Profit Number of Per share
before Shares Amount
Goodwill '000
Amortisation
(pound)'000
<S> <C> <C> <C>
Basic earnings per share 156,442 638,818 24.5p
--------
Issuance of options -- 27,876
------- -------
Diluted earnings per share 156,442 666,694 23.5p
======= ======= ========
</TABLE>
6. FUNDS UNDER MANAGEMENT
<TABLE>
<CAPTION>
Managed Products
------------------------ RBS &
Total AIM INVESCO US Inst. Global New Bus.
(in billions)
<S> <C> <C> <C> <C> <C> <C>
31 December 1999 $357.4 $165.3 $ 34.4 $ 92.5 $ 57.2 $ 8.0
Market gains 7.2 3.8 4.5 1.6 (2.7) --
Trimark acquisition 16.7 16.7 -- -- -- --
Net new (lost) business 30.3 16.9 10.8 (5.5) 9.1 (1.0)
Change in US Money Market Funds 7.4 5.5 1.2 -- 0.7 --
Transfers -- -- -- (0.1) (0.1) 0.2
Foreign Currency (4.6) -- -- -- (4.6) --
----------- ----------- ---------- ---------- ---------- ---------
30 Sept 2000 $414.4 $208.2 $ 50.9 $ 88.5 $ 59.6 $ 7.2
----------- ----------- ---------- ---------- ---------- ---------
30 Sept 2000+ (pound)280.0 (pound)140.7 (pound)34.4 (pound)59.8 (pound)40.2 (pound)4.9
=========== =========== ========== ========== ========== =========
</TABLE>
+Translated @ $1.48 per (pound)1.00.
43
<PAGE> 45
PART B
FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED FINANCIAL STATEMENTS OF
AMVESCAP FOR THE THREE FINANCIAL YEARS ENDED 31 DECEMBER 1999
1. CONSOLIDATED PROFIT AND LOSS ACCOUNT
<TABLE>
<CAPTION>
For the year ended 31 December
Note 1999 1998 1997
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C>
REVENUES 1,072,350 802,172 530,659
Operating expenses (719,637) (544,856) (344,573)
---------- ---------- ----------
352,713 257,316 186,086
Exceptional item-integration -- (48,600) --
Goodwill amortisation 9 (36,754) (21,221) --
---------- ---------- ----------
OPERATING PROFIT 315,959 187,495 186,086
Investment income 3 11,809 12,183 9,260
Interest payable 4 (44,726) (38,200) (18,053)
---------- ---------- ----------
PROFIT BEFORE TAXATION 283,042 161,478 177,293
Taxation 6 (102,010) (67,373) (60,279)
---------- ---------- ----------
PROFIT FOR THE FINANCIAL YEAR 181,032 94,105 117,014
Dividends 7 (58,244) (50,594) (39,462)
---------- ---------- ----------
RETAINED PROFIT FOR THE YEAR 122,788 43,511 77,552
========== ========== ==========
EARNINGS PER ORDINARY SHARE: 8
---basic 28.3p 15.7p 22.7p
---diluted 27.1p 14.7p 20.8p
---------- ---------- ----------
EARNINGS PER ORDINARY SHARE BEFORE GOODWILL AMORTISATION AND 8
EXCEPTIONAL ITEM:
---basic 34.0p 26.0p 22.7p
---diluted 32.7p 24.3p 20.8p
---------- ---------- ----------
</TABLE>
44
<PAGE> 46
2. BALANCE SHEET
At 31 December 1999
<TABLE>
<CAPTION>
Group Company
------------------------ -----------------------
Note (pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C> <C>
FIXED ASSETS
Goodwill 9 664,135 --
Investments 10 128,921 1,752,265
Tangible assets 11 108,021 --
-------- ---------
901,077 1,752,265
CURRENT ASSETS
Debtors 12 675,856 165,102
Investments 10 60,135 --
Cash at bank and in hand 189,732 5,338
--------- ---------
925,723 170,440
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 13 (706,289) (499,228)
--------- ---------
NET CURRENT ASSETS/(LIABILITIES) 219,434 (328,788)
--------- ---------
TOTAL ASSETS LESS CURRENT LIABILITIES 1,120,511 1,423,477
LONG-TERM DEBT 14 (659,120) (633,101)
PROVISIONS FOR LIABILITIES AND CHARGES 15 (24,730) (13,167)
--------- ---------
NET ASSETS 436,661 777,209
========= =========
CAPITAL AND RESERVES
Called up share capital 16 168,617 168,617
Share premium account 478,860 478,860
Profit and loss account 17 380,717 15,691
--------- ---------
1,028,194 663,168
Other reserves 17 (591,533) 114,041
--------- ---------
SHAREHOLDERS' FUNDS, EQUITY INTERESTS 436,661 777,209
========= =========
</TABLE>
45
<PAGE> 47
3. BALANCE SHEET
At 31 December 1998
<TABLE>
<CAPTION>
Group Company
----------------------- -----------------------
Note (pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C> <C>
FIXED ASSETS
Goodwill 9 711,795 --
Investments 10 131,738 1,673,851
Tangible assets 11 88,781 --
--------- ---------
932,314 1,673,851
CURRENT ASSETS
Debtors 12 479,381 253,317
Investments 10 79,469 2,861
Cash at bank and in hand 119,651 384
--------- --------
678,501 256,562
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 13 (550,397) (477,944)
--------- --------
NET CURRENT ASSETS/(LIABILITIES) 128,104 (221,382)
--------- ---------
TOTAL ASSETS LESS CURRENT LIABILITIES 1,060,418 1,452,469
LONG-TERM DEBT 14 (686,010) (658,644)
PROVISIONS FOR LIABILITIES AND CHARGES 15 (43,438) (13,333)
--------- ---------
NET ASSETS 330,970 780,492
========= =========
CAPITAL AND RESERVES
Called up share capital 16 167,506 167,506
Share premium account 469,382 469,382
Profit and loss account 17 257,929 27,048
--------- ---------
894,817 663,936
Other reserves 17 (563,847) 116,556
--------- ---------
SHAREHOLDERS' FUNDS, EQUITY INTERESTS 330,970 780,492
========= =========
</TABLE>
46
<PAGE> 48
4. CONSOLIDATED SHAREHOLDERS' FUNDS
Movements in shareholders' funds for the Group comprise:
<TABLE>
<CAPTION>
Profit and
Share Share Other loss
capital premium reserves account Total
(pound)'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C> <C>
AT 1 JANUARY 1998 148,855 157,365 (542,100) 214,418 (21,462)
Profit for the financial year -- -- -- 94,105 94,105
Dividends -- -- -- (50,594) (50,594)
Exercise of options 4,362 37,164 (36,356) -- 5,170
GT Global acquisition 10,625 263,196 -- -- 273,821
Conversion of loan note 3,664 11,657 104 -- 15,425
Currency translation differences on investments
in overseas subsidiaries -- -- 14,505 -- 14,505
-------- -------- -------- -------- --------
AT 31 DECEMBER 1998 167,506 469,382 (563,847) 257,929 330,970
Profit for the financial year -- -- -- 181,032 181,032
Dividends -- -- -- (58,244) (58,244)
Exercise of options 1,111 9,478 (9,041) -- 1,548
Currency translation differences on investments
in overseas subsidiaries -- -- (18,645) -- (18,645)
-------- -------- -------- -------- --------
AT 31 DECEMBER 1999 168,617 478,860 (591,533) 380,717 436,661
======== ======== ======== ======== ========
</TABLE>
47
<PAGE> 49
5. CONSOLIDATED CASH FLOW STATEMENT
<TABLE>
<CAPTION>
For the year ended 31 December
1999 1998
(pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Operating profit 315,959 187,495
Exceptional item -- 32,207
Depreciation 40,621 26,216
Amortisation 62,674 34,965
(Increase)/decrease in debtors (235,873) 26,255
Increase/(decrease) in creditors 166,071 (147,730)
Other 16,595 453
--------- ---------
366,047 159,861
RETURNS ON INVESTMENTS AND SERVICING OF
FINANCE
Interest and dividends received 13,123 10,804
Interest paid (44,148) (34,210)
-------- --------
(31,025) (23,406)
TAXATION (56,454) (60,111)
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Purchase of tangible fixed assets, net of sales (56,721) (54,644)
Disposals/(purchases) of fixed assets
investments, net of purchases of (pound)24.4 million
in 1999 and net of sales of (pound)33.5 million in 1998 6,425 (18,706)
-------- --------
(50,296) (73,350)
ACQUISITION, NET OF CASH, CASH EQUIVALENTS, AND
BANK OVERDRAFT ACQUIRED -- (126,959)
DIVIDENDS PAID (54,394) (44,410)
-------- ---------
CASH INFLOW/(OUTFLOW) BEFORE THE USE OF CASH
EQUIVALENTS 173,878 (168,375)
FINANCING
Issues of ordinary share capital 1,548 5,170
Issue of senior notes -- 395,155
Credit facility, net (53,911) 72,889
Other loans and bank overdrafts (54,381) (252,856)
-------- --------
(106,744) 220,358
Change in bank overdrafts 24,529 (21,627)
CHANGE IN CASH EQUIVALENTS 6,852 (33,833)
--------- ---------
INCREASE/(DECREASE) IN CASH 98,515 (3,477)
========= =========
RECONCILIATION TO INCREASE IN CASH AT BANK AND
IN HAND
Increase/(decrease) in cash 98,515 (3,477)
Change in bank overdrafts (24,529) 21,627
Change in cash equivalents (6,852) 33,833
Foreign exchange movement on cash and cash equivalents 2,947 (3,013)
--------- ---------
INCREASE IN CASH AT BANK AND IN HAND 70,081 48,970
========= =========
</TABLE>
48
<PAGE> 50
6. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
<TABLE>
<CAPTION>
For the year ended
31 December
1999 1998
(pound)'000 (pound)'000
<S> <C> <C>
Profit for the financial year 181,032 94,105
Currency translation differences on investments in overseas subsidiaries (18,645) 14,609
--------- ---------
Total recognised gains and losses for the year 162,387 108,714
========= =========
</TABLE>
49
<PAGE> 51
7. NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
(a) Basis of accounting
The accounts have been prepared under the historical cost accounting
rules and in accordance with applicable accounting standards.
(b) Basis of consolidation
The Group accounts consolidate the accounts of the Company and all its
subsidiaries. Operating profit includes the results of subsidiaries
acquired from their effective dates of acquisition. No profit and loss
account is presented for the Company as permitted by S230 of the
Companies Act 1985.
(c) Goodwill
The excess of the cost of shares in subsidiary undertakings acquired
over the fair value of the net assets is capitalised as an asset and
amortised through the profit and loss account over an estimated useful
life of 20 years. Prior to 1998, goodwill was charged directly to other
reserves.
(d) Revenue
Revenue represents management, distribution, transfer agent, trading
and other fees.
(e) Tangible fixed assets and depreciation
Depreciation is provided on fixed assets at rates calculated to write
off the cost, less estimated residual value, of each asset evenly over
its expected useful life: leasehold improvements over the lease term;
computers and other various equipment, between three and seven years
(f) Investments
Investments held as fixed assets in the Group and Company balance
sheets are stated at cost less provisions for any impairment in value.
Investments held as current assets are stated at the lower of cost or
net realisable value.
(g) Leases
Assets held under finance leases are capitalised and included in fixed
assets. Rentals under operating leases are charged evenly to the profit
and loss account over the lease term.
(h) Taxation
Corporation tax payable is provided on taxable profits at the current
rate. Deferred taxation is provided on the liability method on all
timing differences to the extent that they are expected to reverse in
the future, calculated at the rate at which it is estimated that tax
will be payable.
(i) Foreign currencies
Group: Assets and liabilities of overseas subsidiaries are translated
at the rates of exchange ruling at the balance sheet date. Profit and
loss account figures are translated at the weighted average rates for
the year. Exchange differences arising on the translation of overseas
subsidiaries' accounts are taken directly to reserves. Exchange
differences on foreign currency borrowings, to the extent that they are
used to finance or provide a hedge against Group equity investments in
foreign enterprises, are taken directly to reserves. All other
translation and transaction exchange differences (which are not
material) are taken to the profit and loss account.
Company: Assets and liabilities denominated in foreign currencies are
translated at the rates of exchange ruling at the balance sheet date.
Transactions in foreign currencies are recorded at the rates ruling at
the date of the transactions. Differences on foreign currency
borrowings to the extent used to finance or provide a hedge against
foreign equity investments are taken directly to reserves together with
the exchange differences on the carrying amount of the related
investments. All other differences are taken to the profit and loss
account.
50
<PAGE> 52
(j) Pensions
For defined contribution schemes, pension contributions payable in
respect of the accounting period are charged to the profit and loss
account. For defined benefit schemes, pension contributions are charged
systematically to the profit and loss account over the expected service
lives of employees. Variations from the regular cost are allocated to
the profit and loss account over the average remaining service lives of
employees.
2. SEGMENTAL INFORMATION
Geographical analysis of the Group's business, which is principally investment
management, is as follows:
<TABLE>
<CAPTION>
Revenue Profit after exceptional item Net assets
1999 1998 1997 1999 1998 1997 1999 1998
(pound)'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C> <C> <C> <C> <C>
North America 859,993 659,241 457,379 322,611 208,379 184,234 187,434 143,701
Europe and Pacific 212,357 142,931 73,280 30,102 337 3,148 97,707 82,799
--------- ------- ------- ------- ------- ------- ------- -------
1,072,350 802,172 530,659 352,713 208,716 187,382 285,141 226,500
========= ======= =======
Goodwill 664,135 711,795
Goodwill amortisation (36,754) (21,221) --
Net interest (32,917) (26,017) (10,089)
payable
------- ------- -------
Profit before taxation 283,042 161,478 177,293
======= ======= =======
Net debt (512,615) (607,325)
-------- --------
Net assets 436,661 330,970
======== ========
</TABLE>
The US dollar profits have been translated into sterling at an average rate for
1999 of 1.62 (1998: 1.66, 1997: 1.64). Revenue reflects the geographical
segments from which services are provided and is not materially different from
the geographical segments to which services are provided. Profit after
exceptional item is stated after charging auditors' remuneration of
(pound)1,218,000 in 1999 (1998: (pound)878,000, 1997:(pound)667,000) for audit
work and (pound)1,044,000 in 1999 (1998: (pound)905,000, 1997: (pound)665,000)
for non audit work.
3. INVESTMENT INCOME
<TABLE>
<CAPTION>
1999 1998 1997
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
Interest receivable 8,597 12,235 7,964
Income/(loss) from listed investments 1,480 (1,347) 548
Income from unlisted investments 1,732 1,295 748
-------- -------- --------
11,809 12,183 9,260
======== ======== ========
</TABLE>
4. INTEREST PAYABLE
<TABLE>
<CAPTION>
1999 1998 1997
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
Senior notes 26,343 16,771 --
Credit facility 14,448 13,501 8,950
Other 3,935 7,928 9,103
-------- -------- --------
44,726 38,200 18,053
======== ========= =========
</TABLE>
51
<PAGE> 53
5. DIRECTORS AND EMPLOYEES
<TABLE>
<CAPTION>
1999 1998 1997
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
Wages and salaries 308,213 237,008 153,531
Social security costs 18,523 14,366 8,377
Other pension costs 22,440 17,451 11,237
------- ------- -------
349,176 268,825 173,145
======= ======= =======
</TABLE>
Global Stock Plan ("the Plan")
A sum of (pound)12,453,000 (1998: (pound)9,826,000, 1997: (pound)8,340,000) has
been paid into the Plan, a remuneration scheme for senior executives. This Plan
is funded by a profit-linked bonus paid annually in respect of directors and
senior employees into a discretionary employee benefit trust which then
purchases shares or share equivalents of the Company in the open market. These
securities are allocated within the trust and, provided they retain their
position within the Group for a period of three years from the date of the
bonus, are transferred to the participants upon retirement or termination of
employment. The trust held 9,341,000 ordinary shares at 31 December 1999 (1998:
7,632,000, 1997: 5,618,000). The average number of employees of the Group during
the year was 5,300 (1998: 4,500, 1997: 3,100). Of these totals, 4,000 (1998:
3,600, 1997: 2,580) were employed in North America and the remainder were
employed in Europe and the Pacific.
6. TAXATION
<TABLE>
<CAPTION>
1999 1998 1997
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
UK taxation:
Corporation tax at 30.25% (1998: 31.0%, 1997: 31.5%) 12,097 2,500 4,406
ACT recoverable -- -- (476)
------- ------- -------
12,097 2,500 3,930
Overseas current taxation 79,333 58,770 52,297
Overseas deferred taxation 10,580 6,103 4,052
------- ------- -------
102,010 67,373 60,279
======= ======= =======
</TABLE>
As at present there is no intention to distribute the retained earnings of
certain overseas subsidiaries, no provision has been made for any additional
taxation that might arise on distribution. Deferred taxation principally arises
in relation to employee share options, contributions to the Global Stock Plan,
and certain items related to the acquisition of GT Global.
7. DIVIDENDS
<TABLE>
<CAPTION>
1999 1998 1997
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
Interim paid, 3.5p per share (1998: 3p, 1997: 2.5p) 22,700 18,900 13,952
Final proposed, 5.5p per share (1998: 5p, 1997: 4.5p) 35,544 31,694 25,510
------- ------- -------
58,244 50,594 39,462
======= ======= =======
</TABLE>
The trustees of the Employee Share Option Trust waived dividends amounting to
(pound)2,796,000 in 1999 (1998: (pound)2,470,000, 1997: (pound)1,789,000).
52
<PAGE> 54
8. EARNINGS PER SHARE
The directors consider that the profit before goodwill amortisation and
exceptional item is a more appropriate basis for the calculation of earnings per
ordinary share since this represents a more consistent measure of the year by
year performance of the business. Profit is shown below before (pound)36,754,000
(1998: (pound)21,221,000) of goodwill amortisation and before a
(pound)40,800,000 net of tax exceptional item in 1998. Diluted earnings per
share takes into account the effect of dilutive potential ordinary shares
outstanding during the period.
<TABLE>
<CAPTION>
1999 Number of
Profit shares Per share
(pound)'000 '000 amount
<S> <C> <C> <C>
Basic earnings per share 217,786 639,636 34.0p
=====
Issuance of options -- 27,271
------- ------- -----
Diluted earnings per share 217,786 666,907 32.7p
======= ======= =====
</TABLE>
<TABLE>
<CAPTION>
1998 Number of
Profit shares Per share
(pound)'000 '000 amount
<S> <C> <C> <C>
Basic earnings per share 156,126 601,234 26.0p
=====
Issuance of options -- 33,145
Conversion of loan rate 521 8,977
------- ------- -----
Diluted earnings per share 156,647 643,356 24.3p
======= ======= =====
</TABLE>
<TABLE>
<CAPTION>
1997 Number of
Profit shares Per share
(pound)'000 '000 amount
<S> <C> <C> <C>
Basic earnings per share 117,014 516,309 22.7p
=====
Issuance of options -- 31,790
Conversion of loan rate 1,140 19,253
------- ------- -----
Diluted earnings per share 118,154 567,352 20.8p
======= ======= =====
</TABLE>
9. GOODWILL
<TABLE>
<CAPTION>
Net book
Cost Amortisation value
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
AT 1 JANUARY 1999 733,016 (21,221) 711,795
Exchange adjustment (280) -- (280)
Provided during the year -- (36,754) (36,754)
Purchase price adjustment (10,626) -- (10,626)
------- ------- -------
AT 31 DECEMBER 1999 722,110 (57,975) 664,135
======= ======= =======
</TABLE>
On 29 May 1998, the Company completed its acquisition of several legal entities
within the Asset Management Division of Liechtenstein Global Trust AG
(collectively referred to as "GT Global"). The results of GT Global were
included in the Accounts from 1 June 1998. Total consideration for the
acquisition was (pound)499 million. The cost of the integration of the GT Global
businesses was (pound)48.6 million ((pound)40.8 million after tax), which was
recorded as an exceptional item in 1998. The goodwill created by the acquisition
was capitalised and is being amortised over 20 years.
53
<PAGE> 55
Prior to 1998, goodwill had been written off as follows:
<TABLE>
<CAPTION>
(pound)'000
<S> <C>
To other reserves 1,184,339
To cancellation of share premium account 44,468
To profit and loss account 73,600
---------
1,302,407
=========
</TABLE>
10. INVESTMENTS (HELD AS FIXED ASSETS)
<TABLE>
<CAPTION>
Shares of Other
AMVESCAP PLC investments Total
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
(a) Group investments
Cost
AT 1 JANUARY 1999 108,393 26,803 135,196
Exchange adjustments -- 3,608 3,608
Addition 8,207 16,235 24,442
Disposals (19,784) (11,027) (30,811)
-------- -------- --------
AT 31 DECEMBER 1999 96,816 35,619 132,435
======== ======== ========
Provisions against investments
AT 1 JANUARY 1999 (2,027) (1,431) (3,458)
Net change -- (56) (56)
-------- -------- --------
AT 31 DECEMBER 1999 (2,027) (1,487) (3,514)
-------- -------- --------
Net book value
At 31 December 1998 106,366 25,372 131,738
-------- -------- --------
AT 31 DECEMBER 1999 94,789 34,132 128,921
======== ======== ========
</TABLE>
Shares of AMVESCAP PLC include the holdings of the Employee Share Option Trust
and comprise 26,716,000 ordinary shares, all of which are under option at 31
December 1999 to qualifying employees of the Group. The options vest after three
years from the date of grant and lapse after 10 years. At 31 December 1999 there
were options over these securities at exercise prices between 90p and 660p. The
market price of the ordinary shares at the end of 1999 was 720p.
54
<PAGE> 56
Other investments consist of investment in various Group mutual funds and unit
trusts, investments on behalf of deferred compensation plans, and investments in
insurance companies.
<TABLE>
<CAPTION>
Shares in Loans to
subsidiary subsidiary Shares of
undertakings undertakings AMVESCAP PLC Total
(pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C>
(b) Company investments
Cost
AT 1 JANUARY 1999 984,163 625,493 108,393 1,718,049
Exchange adjustments 18,710 13,118 -- 31,828
Addition 52,197 23,014 8,207 83,418
Disposals -- (17,048) (19,784) (36,832)
---------- ---------- ---------- ----------
AT 31 DECEMBER 1999 1,055,070 644,577 96,816 1,796,463
========== ========== ========== ==========
Provisions against investments
AT 1 JANUARY 1999
AND AT 31 DECEMBER 1999 (34,699) (7,472) (2,027) (44,198)
---------- ---------- ---------- ----------
Net book value
At 31 December 1998 949,464 618,021 106,366 1,673,851
---------- ---------- ---------- ----------
AT 31 DECEMBER 1999 1,020,371 637,105 94,789 1,752,265
========== ========== ========== ==========
</TABLE>
The holdings in all UK subsidiaries (which are all registered in England and
Wales) consist of ordinary and / or preference shares. In the case of US
subsidiaries, the holdings are of common stock. All material holdings are of 100
per cent of the equity capital.
INVESTMENTS HELD AS CURRENT ASSETS
Current asset investments include listed investments of (pound)56,786,000 (1998:
(pound)75,367,000) and unlisted investments of (pound)3,349,000 (1998:
(pound)4,102,000).
11. TANGIBLE ASSETS
Tangible assets are comprised of technology and other equipment.
<TABLE>
<CAPTION>
Net book
Cost Depreciation value
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
AT 1 JANUARY 1999 134,228 (45,447) 88,781
Exchange adjustment 5,833 (2,693) 3,140
Additions 58,002 -- 58,002
Provided during the year -- (40,621) (40,621)
Disposals (16,985) 15,704 (1,281)
-------- ------- --------
AT 31 DECEMBER 1999 181,078 (73,057) 108,021
======== ======= ========
</TABLE>
Leased assets with a net book value of (pound)1,223,000 (1998: (pound)1,818,000)
are included in tangible assets.
55
<PAGE> 57
12. DEBTORS
<TABLE>
<CAPTION>
Group Company
1999 1998 1999 1998
(pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C>
Unsettled fund debtors 246,364 75,292 -- --
Trade debtors 134,826 112,257 -- --
Customer and counterparty debtors 125,513 132,158 -- --
Deferred sales commissions 68,487 51,320 --
Other debtors 63,256 63,295 7,059 5,019
Deferred taxation 21,841 31,859 -- --
Taxation prepaid/recoverable 15,569 13,200 14,923 10,282
Intercompany debtors -- -- 143,120 238,016
------- ------- ------- -------
675,856 479,381 165,102 253,317
======= ======= ======= =======
</TABLE>
13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
<TABLE>
<CAPTION>
Group Company
1999 1998 1999 1998
(pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C>
Unsettled fund creditors 289,212 78,916 -- --
Customer and counterparty creditors 129,842 136,837 -- --
Accruals 168,606 227,809 9,918 19,138
Corporation tax payable 49,437 14,747 1,039 1,411
Proposed ordinary dividend 35,544 31,694 35,544 31,694
Trade creditors 33,648 28,548 -- --
Bank overdraft -- 24,651 -- --
Current maturities of long-term debt -- 7,195 -- --
Intercompany creditors -- -- 452,727 425,701
------- ------- ------- -------
706,289 550,397 499,228 477,944
======= ======= ======= =======
</TABLE>
14. LONG-TERM DEBT
<TABLE>
<CAPTION>
Group Company
1999 1998 1999 1998
(pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C>
Senior notes -- US$250 million due 2003 at
6.375% and US$400 million due 2005 at 6.6% 405,035 387,366 405,035 387,366
US$700 million credit facility due 2002 228,066 271,278 228,066 271,278
DM 60 million fixed note due 2001-2003,
interest 6.15% -- 6.75% 12,851 21,344 -- --
Senior notes -- US$9.8 million due 2001 at
6.5% and US$10 million due 2006 at 6.875% 13,168 12,841 -- --
Other debt -- 376 -- --
------- -------- ------- -------
Total long-term debt 659,120 693,205 633,101 658,644
Less: current maturities of long-term debt -- (7,195) -- --
------- -------- ------- -------
Total long-term debt, net of current maturities 659,120 686,010 633,101 658,644
======= ======== ======= =======
</TABLE>
The credit facility provides for borrowings of various maturities and contains
certain conditions including a restriction to declare or pay cash dividends in
excess of 60% of consolidated net profit. Interest is payable based upon LIBOR
rates in existence at the time of each borrowing. Maturities of long-term debt
are as follows: (pound)12,846,000 due 2001, (pound)228,066,000 due in 2002,
(pound)162,208,000 due in 2003, and (pound)256,000,000 due thereafter.
56
<PAGE> 58
15. PROVISIONS FOR LIABILITIES AND CHARGES
<TABLE>
<CAPTION>
Group Company
(pound)'000 (pound)'000
<S> <C> <C>
Merger and acquisition provisions
AT 1 JANUARY 1999 43,438 13,333
Cash paid (15,463) (232)
Transfer and other adjustments (3,547) --
Foreign exchange 302 66
------- -------
AT 31 DECEMBER 1999 24,730 13,167
======= =======
</TABLE>
These provisions consist of amounts provided as a result of the 1997 merger with
A I M Management Group Inc. and the 1998 acquisition of GT Global. AIM
provisions include commitments payable pursuant to the AIM merger agreement
which expire in 2002. GT provisions include leasehold adjustments to be written
off over the lease terms.
16. SHARE CAPITAL
<TABLE>
<CAPTION>
1999 1998
Number (pound)'000 Number (pound)'000
<S> <C> <C> <C> <C>
Authorised ordinary shares of 25p each 850,800,000 212,700 850,800,000 212,700
----------- ------- ----------- -------
Allotted, called up and fully paid
ordinary shares of 25p each 674,468,227 168,617 670,023,406 167,506
=========== ======= =========== =======
</TABLE>
During 1999 the Company has issued 4,444,821 ordinary shares as a result of
options exercised.
As at 31 December 1999 shares are reserved of the following purposes:
<TABLE>
<CAPTION>
Last expiry
Shares Prices date
<S> <C> <C> <C>
Options arising from the AIM merger 9,125,691 25p-75p April 2006
Subscription agreement (options) with the Employee Share Option Trust 53,000,000 90p-660p Dec 2009
Options granted under the UK Sharesave Scheme 545,083 334p-510p Mar 2002
Options granted under the International Sharesave Plan 1,786,341 390p-502p Dec 2001
</TABLE>
17. SHAREHOLDERS' FUNDS
Movements in other reserves and profit and loss account of the Company comprise:
<TABLE>
<CAPTION>
Cancellation
Capital Currency of share Total Profit and
Warrant redemption and merger premium other loss
reserve reserve reserve account reserves account
(pound)'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C> <C> <C>
AT 1 JANUARY 1999 30,694 3,992 37,402 44,468 116,556 27,048
Profit for the financial year -- -- -- -- -- 46,887
Dividends -- -- -- -- -- (58,244)
Exercise of options (9,041) -- -- -- (9,041) --
Currency translation differences
on investments in overseas
subsidiaries -- -- 6,526 -- 6,526 --
------- ----- ------ ------ -------- -------
AT 31 DECEMBER 1999 21,653 3,992 43,928 44,468 114,041 15,691
======= ===== ====== ====== ======== =======
</TABLE>
57
<PAGE> 59
18. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
<TABLE>
<CAPTION>
1999 1998
(pound)'000 (pound)'000
<S> <C> <C>
Increase/(decrease) in cash 98,515 (3,477)
Cash inflow from client cash (33,818) (7,715)
Cash outflow from debt and lease financing 822 415
Cash outflow/(inflow) from bank loans 108,290 (218,195)
Cash (outflow)/inflow from bank overdrafts (47,578) 44,676
Cash (outflow)/inflow from cash equivalents (6,852) 33,833
-------- --------
CHANGE IN NET DEBT RESULTING FROM CASH FLOWS 119,379 (150,463)
Debt and finance leases (664) (309,765)
Translation difference (24,005) 15,630
-------- --------
CHANGE IN NET DEBT RESULTING FROM NON-CASH CHANGES AND TRANSLATION (24,669) (294,135)
-------- --------
MOVEMENT IN NET DEBT IN THE YEAR 94,710 (444,598)
NET DEBT BEGINNING OF THE YEAR (607,325) (162,727)
-------- --------
NET DEBT END OF THE YEAR (512,615) (607,325)
======== ========
</TABLE>
19. ANALYSIS OF NET DEBT
<TABLE>
<CAPTION>
Non-cash
31 December changes and 31 December
1998 Cash flow translation 1999
(pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C>
1999
NET CASH:
Cash at bank and in hand 119,651 67,134 2,947 189,732
Less: cash equivalents (67,960) 6,852 (2,281) (63,389)
Bank overdrafts (24,651) 24,529 122 --
-------- -------- -------- --------
27,040 98,515 788 126,343
Client cash (7,715) (33,818) -- (41,533)
-------- -------- -------- --------
19,325 64,697 788 84,810
Cash equivalents 67,960 (6,852) 2,281 63,389
Debt due within one year (7,195) 6,494 701 --
Debt due after more than one year (686,010) 54,218 (27,328) (659,120)
Finance leases (1,405) 822 (1,111) (1,694)
-------- -------- -------- --------
TOTAL (607,325) 119,379 (24,669) (512,615)
======== ======== ======== ========
</TABLE>
58
<PAGE> 60
<TABLE>
<CAPTION>
Non-cash
31 December changes and 31 December
1997 Cash flow translation 1998
(pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C>
1998
NET CASH:
Cash at bank and in hand, including cash acquired on
acquisition of (pound)8,095,000 70,681 51,983 (3,013) 119,651
Less: cash equivalents, including cash equivalents
acquired on acquisition of (pound)108,393,000 (35,250) (33,833) 1,123 (67,960)
Bank overdrafts, including bank overdrafts acquired on
acquisition of (pound)22,703,000 (2,556) (21,627) (468) (24,651)
-------- -------- -------- --------
32,875 (3,477) (2,358) 27,040
Client cash -- (7,715) -- (7,715)
-------- -------- -------- --------
32,875 (11,192) (2,358) 19,325
Cash equivalents 35,250 33,833 (1,123) 67,960
Debt due within one year (25,991) 10,419 8,377 (7,195)
Debt due after more than one year (203,598) (183,938) (298,474) (686,010)
Finance leases (1,263) 415 (557) (1,405)
-------- -------- -------- --------
TOTAL (162,727) (150,463) (294,135) (607,325)
======== ======== ======== ========
</TABLE>
20. COMMITMENTS AND CONTINGENCIES
The Group operates a number of pension schemes throughout the world. All are
defined contribution schemes with the exception of small schemes operating for
employees in the UK, US, Hong Kong and Germany, which are defined benefit
schemes. The assets of the defined benefit schemes are held in separate trustee
administered funds. The pension costs and provisions of these schemes are
assessed in accordance with the advice of professionally qualified actuaries. As
of 31 December 1999 all plans are fully funded, with the exception of the German
scheme, which is unfunded in accordance with local practice. The costs amounted
to (pound)4,791,000 (1998: (pound)3,774,000, 1997: (pound)2,374,000) for the
defined benefit schemes and (pound)17,649,000 (1998: (pound)13,677,000, 1997:
(pound)8,863,000) for the defined contribution schemes.
The Group's annual commitments under non-cancellable operating leases are as
follows:
<TABLE>
<CAPTION>
Land and buildings Other
Operating leases which expire: 1999 1998 1999 1998
(pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C>
Within one year 1,439 1,932 424 277
Within two to five years inclusive 11,960 9,683 3,291 1,895
In more than five years 8,676 4,535 1,723 --
------ ------ ----- -----
22,075 16,150 5,438 2,172
====== ====== ===== =====
</TABLE>
The majority of the leases of land and buildings are subject to rent reviews.
The Company had no annual commitments under non-cancellable operating leases.
Guarantees and contingencies may arise in the ordinary course of business. The
directors have not been notified of any material claims arising from such
commitments. In the normal course of business, the Group is subject to various
litigation matters; however, in management's opinion, there are no legal
proceedings pending against the Group which would have a material adverse effect
on its financial position, results of operations or liquidity.
59
<PAGE> 61
21. FINANCIAL INSTRUMENTS
The interest rate profile of the financial liabilities of the Group at 31
December was:
<TABLE>
<CAPTION>
Fixed rate
financial liabilities
----------------------------
Weighted
average
Weighted period for
Floating average which rate
1999 Total rate Fixed rate interest rate is fixed
CURRENCY (pound)'000 (pound)'000 (pound)'000 % Years
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
US dollar 646,824 228,066 418,758 6.5 4.6
DM 12,851 -- 12,851 6.5 3.0
Sterling 219 -- 219 11.0 1.5
Other 920 -- 920 2.8 3.3
------- ------- ------- ------- -------
660,814 228,066 432,748 6.5 4.5
======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Fixed rate
financial liabilities
----------------------------
Weighted
average
Weighted period for
Floating average which rate
1998 Total rate Fixed rate interest rate is fixed
CURRENCY (pound)'000 (pound)'000 (pound)'000 % Years
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
US dollar 676,142 275,576 400,566 6.5 5.6
DM 52,859 31,515 21,344 6.0 3.0
Sterling 10,433 10,023 410 12.0 1.0
Other 2,876 2,240 636 8.0 3.5
------- ------- ------- ------- -------
742,310 319,354 422,956 6.5 5.5
======= ======= ======= ======= =======
</TABLE>
The Group held the following financial assets as at 31 December:
<TABLE>
<CAPTION>
1999 1998
(pound)'000 (pound)'000
<S> <C> <C>
CASH DEPOSITS
US Dollar 88,689 72,738
Sterling 29,685 25,207
Euro 31,029 --
Yen 21,090 --
Other 19,239 21,706
DEBT SECURITIES
Euro 43,083 --
DM -- 47,793
US TREASURY BILLS AND OTHER 2,239 4,587
------- -------
TOTAL 235,054 172,031
======= =======
</TABLE>
The cash deposits comprise deposits placed primarily in money market accounts
and 7-day deposits. All the investments in debt securities are in fixed rate
securities. The average interest rate on the euro securities is 3.47%, and the
average time for which the rate is fixed is 0.1 years. The average interest rate
on the US Treasury bills is 5.71% (1998: 4.35%), and average time for which the
rate is fixed is 0.7 years (1998: 0.2
60
<PAGE> 62
years). In 1998, the average interest rate for the DM securities was 3.5%, and
the average time for which the rate was fixed was 0.2 years.
The Group has excluded debtors and creditors from its financial instrument
disclosures. The majority of these amounts mature within three months, and there
is no material interest rate gap on these amounts. There were no material
differences between the book value and fair values of financial assets and
liabilities at 31 December 1999 and 1998.
61
<PAGE> 63
APPENDIX IV
FINANCIAL AND OTHER INFORMATION RELATING TO PERPETUAL
NATURE OF FINANCIAL INFORMATION
The following financial information relating to Perpetual has been extracted,
without material adjustment, from the audited financial statements of Perpetual
for each of the three financial years ended 30 September 1997, 30 September 1998
and 30 September 1999, the unaudited interim results of Perpetual for the six
months ended 31 March 2000, announced on 16 May 2000 and the unaudited
preliminary results announcement for the financial year ended 30 September 2000,
announced on 1 November 2000. The information set out in this Appendix IV has
not been restated for the purposes of this document and has been extracted from
previously published sources and does not constitute statutory accounts within
the meaning of section 240 of the Companies Act. The Group adopted FRS 16
"Current Tax" in its unaudited interim results for the six months ended 31 March
2000 and, accordingly, restated the results for the six months ended 31 March
1999 and the year ended 30 September 1999 in the unaudited interim results.
Audited statutory accounts have been delivered to the Registrar of Companies for
the financial years ended 30 September 1997, 30 September 1998 and 30 September
1999. Unqualified audited reports in accordance with sections 235 to 237 of the
Companies Act for each of the three financial years ended 30 September 1997, 30
September 1998 and 30 September 1999 were given by the auditors to Perpetual.
For the purposes of this Appendix IV, "Company" shall mean Perpetual and "Group"
shall mean the consolidated position of Perpetual, including its subsidiaries.
62
<PAGE> 64
PART A
INTERIM RESULTS FOR THE PERIOD ENDED 31 MARCH 2000
1. CONSOLIDATED PROFIT AND LOSS ACCOUNT
<TABLE>
<CAPTION>
Unaudited Six Unaudited Six Audited
Months ended Months ended Year
31.3.00 31.3.99 ended 30.9.99
Note (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C>
TURNOVER 2 550,811 621,598 1,095,129
Cost of sales (545,873) (615,297) (1,084,398)
--------- --------- ----------
GROSS PROFIT 4,938 6,301 10,731
Administrative expenses (29,745) (29,380) (55,980)
Management fees and other operating income 3 55,368 48,472 103,102
--------- --------- ----------
OPERATING PROFIT 30,561 25,393 57,853
Share of operating profit of joint venture 542 126 555
Income from fixed asset investments 643 231 799
Interest receivable and similar income 3,271 3,896 6,629
Interest payable and similar charges (2) (9) (14)
--------- --------- ----------
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 35,015 29,637 65,822
Tax on profit on ordinary activities 4 (10,417) (8,987) (19,523)
--------- --------- ----------
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION ATTRIBUTABLE TO THE 24,598 20,650 46,299
MEMBERS OF PERPETUAL PLC
Equity dividends paid and proposed (12,601) (10,472) (21,821)
--------- --------- ----------
PROFIT RETAINED, TRANSFERRED TO RESERVES 11,997 10,178 24,478
========= ========= ==========
Earnings per ordinary share 5
-- basic 85.27p 73.03p 163.56p
-- fully diluted 84.02p 69.36p 155.76p
Dividend per ordinary share
-- paid -- 37p 77p
-- proposed 43p -- --
</TABLE>
All activities derive from continuing operations
2. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
<TABLE>
<CAPTION>
Unaudited Six Unaudited Six Audited
Months ended Months ended Year ended
31.3.00 31.3.99 30.9.99
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
Profit on ordinary activities after taxation attributable to
the members of Perpetual plc 24,598 20,650 46,299
Exchange movements on overseas net assets 54 -- 12
-------- -------- -------
Total recognised gains 24,652 20,650 46,311
======== ======== =======
</TABLE>
63
<PAGE> 65
3. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
<TABLE>
<CAPTION>
Unaudited Six Unaudited Six
Months ended Months ended Audited Year
31.3.00 31.3.99 ended 30.9.99
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
Shareholders' funds at 1st October 150,303 125,466 125,466
Profit on ordinary activities after taxation 24,598 20,650 46,299
Dividends (12,601) (10,472) (21,821)
Exchange movements on overseas net assets 54 -- 12
Options exercised 596 130 347
-------- -------- --------
Shareholders' funds at 31st March/30th September 162,950 135,774 150,303
======== ======== ========
</TABLE>
4. CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
Note Unaudited Unaudited Audited
31.3.00 31.3.99 30.9.99
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C>
FIXED ASSETS
Tangible assets 52,901 55,832 54,460
Investments 29,930 16,074 27,422
---------- ---------- ----------
82,831 71,906 81,882
CURRENT ASSETS
Properties awaiting disposal 687 518 687
Debtors 37,931 37,403 21,775
Investments 6,442 16,476 5,345
Assets held to cover amounts due to policyholders 72,800 28,030 44,084
Units held in funds under management 6,009 3,308 2,070
Cash invested in money market fund 66,864 52,818 60,094
Cash at bank and in hand 79,648 92,782 45,408
---------- ---------- ----------
270,381 231,335 179,463
---------- ---------- ----------
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Bank overdrafts (13,130) (11,005) (4,747)
Amounts due to policyholders (72,800) (28,030) (44,084)
Creditors (99,588) (126,861) (60,011)
---------- ---------- ----------
(185,518) (165,896) (108,842)
---------- ---------- ----------
NET CURRENT ASSETS 84,863 65,439 70,621
---------- ---------- ----------
TOTAL ASSETS LESS CURRENT LIABILITIES 167,694 137,345 152,503
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR (3,365) (683) (1,005)
PROVISIONS FOR LIABILITIES AND CHARGES (1,379) (888) (1,195)
---------- ---------- ----------
162,950 135,774 150,303
========== ========== ==========
CAPITAL AND RESERVES
Called up share capital 2,931 2,831 2,836
Share premium account 2,135 1,422 1,634
Other reserves 1,025 1,025 1,025
Profit and loss account 156,859 130,496 144,808
---------- ---------- ----------
EQUITY SHAREHOLDERS' FUNDS 6 162,950 135,774 150,303
========== ========== ==========
</TABLE>
64
<PAGE> 66
5. CONSOLIDATED CASH FLOW STATEMENT
<TABLE>
<CAPTION>
Note Unaudited Six Unaudited Six
Months ended Months ended Audited Year
31.3.00 31.3.99 ended 30.9.99
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C>
Net cash inflow from operating activities 1 53,170 61,843 54,736
Returns on investments and servicing of finance 2 3,982 4,118 7,471
Taxation (5,804) (5,378) (25,308)
Capital expenditure and financial investment 2 (2,936) (11,031) (23,297)
Equity dividends paid (11,345) (10,731) (21,207)
-------- -------- --------
CASH INFLOW/(OUTFLOW) BEFORE MANAGEMENT OF LIQUID
RESOURCES AND FINANCING 37,067 38,821 (7,605)
Management of liquid resources* (11,806) 4,056 9,149
Financing 596 130 347
-------- -------- --------
INCREASE IN CASH 25,857 43,007 1,891
======== ======== ========
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 3
Net funds at 1st October 108,170 115,428 115,428
Increase in cash in the period 25,857 43,007 1,891
Cash flow from increase/(decrease) in liquid resources 11,806 (4,056) (9,149)
-------- -------- --------
CHANGE IN NET FUNDS RESULTING FROM CASH FLOWS 37,663 38,951 (7,258)
-------- -------- --------
Net funds at 31st March/30th September 145,833 154,379 108,170
======== ======== ========
</TABLE>
* Perpetual plc includes shares and government securities held as current
asset investments, together with units held in funds under management,
as liquid resources but excludes investment debtors and creditors,
although considered to be highly liquid assets and liabilities, since
they fall outside the definitions prescribed by Financial Reporting
Standard 1. The above statement does not of itself, therefore, provide
meaningful information about the liquidity of the Group.
65
<PAGE> 67
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE SIX MONTHS ENDED 31 MARCH 2000
1. NET CASH INFLOW FROM OPERATING ACTIVITIES
<TABLE>
<CAPTION>
Unaudited Six Unaudited Six
Months ended Months ended Audited Year
31.3.00 31.3.99 ended 30.9.99
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
Operating profit 30,561 25,393 57,853
Depreciation 2,533 2,583 5,093
Profit on sale of tangible fixed assets (38) (87) (92)
Profit on sale of properties -- (139) (139)
(Increase)/Decrease in investment debtors (14,989) (13,006) 1,807
Increase in trade and other debtors (698) (1,477) (1,066)
Increase/(Decrease) in investment creditors 36,426 45,773 (8,401)
(Decrease)/Increase in trade and other creditors (643) 2,803 (319)
Effect of exchange rate movements on debtors/creditors 18 -- --
---------- ---------- ----------
Net cash inflow from operating activities 53,170 61,843 54,736
========== ========== ==========
</TABLE>
Investment debtors and creditors are, as usual, at higher than normal levels at
31 March due to the level of transactions undertaken by clients around the time
of the fiscal year end.
2. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT
<TABLE>
<CAPTION>
Unaudited Six Unaudited Six
Months ended Months ended Audited Year
31.3.00 31.3.99 ended 30.9.99
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received 3,271 3,896 6,629
Interest paid (2) (9) (14)
Income from fixed assets investments 643 231 799
Net premium/discount amortised on
fixed asset investments 70 -- 57
---------- ---------- ----------
Net cash inflow from returns on investments and 3,982 4,118 7,471
servicing of finance
========== ========== ==========
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Payments to acquire tangible fixed assets (1,033) (2,814) (4,141)
Payments to acquire fixed asset investments (2,000) (8,839) (20,807)
Receipts from sale of tangible fixed assets 97 132 157
Receipts from sale of properties -- 490 490
Receipts from redemption of fixed asset investments -- -- 1,004
---------- ---------- ----------
Net cash outflow from investing activities (2,936) (11,031) (23,297)
========== ========== ==========
</TABLE>
66
<PAGE> 68
<TABLE>
<CAPTION>
Unaudited Six Unaudited Six
Months ended Months ended Audited Year
31.3.00 31.3.99 ended 30.9.99
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
MANAGEMENT OF LIQUID RESOURCES
(Increase)/Decrease in cash invested in (6,770) 2,615 (4,661)
money market fund
(Increase)/Decrease in current asset investments (1,097) 3,001 14,132
Increase in units in funds under management (3,939) (1,560) (322)
---------- ---------- ----------
Net cash (outflow)/inflow from management of
liquid resources (11,806) 4,056 9,149
========== ========== ==========
FINANCING
Issue of shares 596 130 347
========== ========== ==========
</TABLE>
3. ANALYSIS OF CHANGES IN NET FUNDS
<TABLE>
<CAPTION>
Cash flow
At 31.3.00 in period At 1.10.99
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
Net cash:
Cash at bank and in hand 79,648 34,240 45,408
Bank overdrafts (13,130) (8,383) (4,747)
---------- ---------- ----------
66,518 25,857 40,661
---------- ---------- ----------
Liquid resources:
Cash invested in money market fund 66,864 6,770 60,094
Current asset investments 6,442 1,097 5,345
Units held in funds under management 6,009 3,939 2,070
---------- ---------- ----------
79,315 11,806 67,509
---------- ---------- ----------
TOTAL NET FUNDS 145,833 37,663 108,170
========== ========== ==========
</TABLE>
67
<PAGE> 69
NOTES TO THE INTERIM FINANCIAL INFORMATION FOR THE SIX MONTHS ENDED 31 MARCH
2000
1. PREPARATION OF INTERIM FINANCIAL INFORMATION
The interim financial information has been prepared on the basis of the
accounting policies set out in the Group's 1999 statutory accounts with the
exception that the Group has adopted "FRS 16, Current Tax". Following this
adoption the only change results in the exclusion of tax credits, which arises
on UK dividends receivable, from both investment income and the tax charge in
the profit and loss account. In prior periods this tax credit has been included.
The comparative figures have been re-stated accordingly. There is no effect on
either last period's or this period's profit after tax from this change in
policy. The interim financial information is unaudited but has been reviewed by
the auditors.
The balance sheet at 30 September 1999 and the results for the year then ended
have been abridged from the Group's 1999 statutory accounts which have been
filed with the Registrar of Companies; the auditors' opinion on those accounts
is unqualified.
The interim financial information for the six months ended 31 March 2000
together with the preliminary announcement was approved by the directors on 16
May 2000.
2. TURNOVER
<TABLE>
<CAPTION>
Unaudited Six Unaudited Six
Months ended Months ended Audited Year
31.3.00 31.3.99 ended 30.9.99
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
Geographical analysis of turnover
United Kingdom 492,810 544,987 941,504
Jersey 58,001 76,611 153,625
---------- ---------- ----------
550,811 621,598 1,095,129
========== ========== ==========
</TABLE>
Turnover represents the aggregate sales to third parties of units in funds under
the Group's management.
Net assets, turnover and profit before taxation arise from investment related
activities in the United Kingdom and Jersey. Further analysis as required by
Statement of Standard Accounting Practice No. 25 is not considered to be
meaningful.
3. MANAGEMENT FEES AND OTHER OPERATING INCOME
<TABLE>
<CAPTION>
Unaudited Six Unaudited Six Audited Year
Months ended Months ended ended 30.9.99
31.3.00 31.3.99 (pound)'000
(pound)'000 (pound)'000
<S> <C> <C> <C>
Transaction related fees 869 1,673 2,782
Management fees 47,352 40,379 87,555
Bureau income 6,649 5,516 12,072
Other operating income 498 904 693
---------- ---------- ----------
55,368 48,472 103,102
========== ========== ==========
</TABLE>
68
<PAGE> 70
4. TAX ON PROFIT ON ORDINARY ACTIVITIES
<TABLE>
<CAPTION>
Unaudited Six Unaudited Six
Months ended Months ended Audited Year
31.3.00 31.3.99 ended 30.9.99
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
United Kingdom Corporation Tax at 30% (1999 -- 31%) 9,335 8,347 17,873
Foreign tax 898 656 1,597
Adjustment to prior years' tax provisions -- -- (238)
Deferred tax 184 (16) 291
---------- ---------- ----------
10,417 8,987 19,523
========== ========== ==========
</TABLE>
The United Kingdom Corporation Tax has been calculated by applying an estimate
of the effective tax rate to the profit for the period.
5. EARNINGS PER ORDINARY SHARE
The calculation for earnings per share is based on profit after tax attributable
to ordinary shareholders of (pound)24,598,000 (1999 -- (pound)20,650,000),
divided by the weighted average number of shares in issue, after taking into
account options exercised during the financial period, namely 28,847,519 (1999
-- 28,276,200).
Under the accounting standard entitled "FRS 14, Earnings Per Share", the Group
was required to change its basis for the calculation of fully diluted earnings
per share. The calculation continues to be based on profit after tax, but the
Group is now required to calculate the dilution effect of the full exercise of
all ordinary share options granted by the Company by comparing the difference
between the weighted average exercise price of exercisable share options with
the average share price over the period, which are as follows:
<TABLE>
<CAPTION>
Unaudited Six Unaudited Six
Months ended Months ended Audited Year
31.3.00 31.3.99 ended 30.9.99
<S> <C> <C> <C>
Weighted average exercise price of exercisable share options (pence) 2366.23p 575.47p 1125.71p
Average share price in period/year (pence) 3308.33p 3315.00p 3479.58p
Dilution ratio applied to exercisable share options (%) 28.5% 82.6% 67.6%
Weighted average of exercisable share options 1,507,705 1,812,040 2,095,627
Dilution effect of exercisable share options 429,696 1,496,745 1,416,644
Weighted average of shares in issue 28,847,519 28,276,200 28,307,112
Total shares for calculating diluted earnings per share 29,277,215 29,772,945 29,723,756
</TABLE>
6. RESERVES
<TABLE>
<CAPTION>
Unaudited Unaudited Audited
31.3.00 31.3.99 30.9.99
Share Total Total Total
Share premium Other Profit and Shareholders' Shareholders' Shareholders'
capital account reserves loss account funds funds funds
(pound)'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C> <C> <C> <C>
Balance brought forward 2,836 1,634 1,025 144,808 150,303 125,466 125,466
Profit retained for -- -- -- 11,997 11,997 10,178 24,478
period
Exchange movement -- -- -- 54 54 -- 12
Options exercised 95 501 -- -- 596 130 347
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance carried forward 2,931 2,135 1,025 156,859 162,950 135,774 150,303
========== ========== ========== ========== ========== ========== ==========
</TABLE>
69
<PAGE> 71
PART B
FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED FINANCIAL STATEMENTS OF
PERPETUAL FOR THE THREE FINANCIAL YEARS ENDED 30 SEPTEMBER 1999
1. CONSOLIDATED PROFIT AND LOSS ACCOUNT
<TABLE>
<CAPTION>
For the year ended 30 September
Note 1999 1998 1997
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C>
TURNOVER 1c,2 1,095,129 1,482,293 1,275,682
Cost of sales (1,084,398) (1,467,923) (1,261,300)
----------- ----------- -----------
GROSS PROFIT 10,731 14,370 14,382
Administrative expenses (55,980) (47,558) (41,062)
Management fees and other operating income 3 103,884 97,659 80,646
----------- ----------- -----------
OPERATING PROFIT 58,635 64,471 53,966
Share of operating profit of joint venture 5 555 405 182
Income from fixed asset investments 6 799 101 120
Interest receivable and similar income 7 6,629 7,832 5,311
Interest payable and similar charges 8 (14) (12) (23)
----------- ----------- -----------
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 2,9 66,604 72,797 59,556
Tax on profit on ordinary activities 10 (20,305) (22,941) (17,908)
----------- ----------- -----------
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION ATTRIBUTABLE TO THE 46,299 49,856 41,648
MEMBERS OF PERPETUAL PLC
Equity dividends paid and proposed 12 (21,821) (21,166) (17,447)
----------- ----------- -----------
PROFIT RETAINED, TRANSFERRED TO RESERVES 23 24,478 28,690 24,201
=========== =========== ===========
Earnings per ordinary share -- basic 13 163.56p 176.74p 148.36p
Earnings per ordinary share -- fully diluted 13 155.76p 167.33p --
</TABLE>
All activities derive from continuing operations.
2. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
<TABLE>
<CAPTION>
Year ended
30th September
1999 1998
<S> <C> <C>
Profit on ordinary activities after taxation attributable
to the members of Perpetual plc 46,299 49,856
Exchange movements on overseas net assets 12 --
---------- ----------
Total recognised gains 46,311 49,856
========== ==========
</TABLE>
3. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
<TABLE>
<CAPTION>
Year ended
30th September
1999 1998
<S> <C> <C>
Shareholders funds at 1st October 125,466 96,498
Profit on ordinary activities after taxation 46,299 49,856
Dividends (21,821) (21,166)
Exchange movements on overseas net assets 12 --
Options exercised 347 278
---------- ----------
Shareholders' funds at 30th September 150,303 125,466
========== ==========
</TABLE>
70
<PAGE> 72
4. BALANCE SHEET
<TABLE>
<CAPTION>
For the year ended
30 September 1999
Group Company
Note (pound)'000 (pound)'000
<S> <C> <C> <C>
FIXED ASSETS
Tangible assets 14 54,460 --
Investments 15,28 27,422 41,911
--------- --------
81,882 41,911
CURRENT ASSETS
Properties awaiting disposal 687 --
Debtors 16 21,775 23,818
Investments 17 5,345 --
Assets held to cover amounts due to policyholders 44,084 --
Units held in funds under management 2,070 --
Cash invested in money market fund 60,094 --
Cash at bank and in hand 18 45,408 1
--------- --------
179,463 23,819
--------- --------
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Bank overdrafts 19 4,747 --
Amounts due to policyholders 44,084 --
Creditors 19 60,011 33,143
--------- --------
108,842 33,143
--------- --------
NET CURRENT ASSETS (LIABILITIES) 70,621 (9,324)
--------- --------
TOTAL ASSETS LESS CURRENT LIABILITIES 152,503 32,587
Creditors: amounts falling due after more than one year 20 (1,005) --
Provisions for liabilities and charges 21 (1,195) --
--------- --------
150,303 32,587
========= ========
CAPITAL AND RESERVES
Called up share capital 22,23 2,836 2,836
Share premium account 23 1,634 1,634
Other reserves 23 1,025 --
Revaluation reserve 23 -- 1,475
Profit and loss account 23 144,808 26,642
--------- --------
EQUITY SHAREHOLDERS' FUNDS 150,303 32,587
========= ========
</TABLE>
71
<PAGE> 73
5. CONSOLIDATED CASH FLOW STATEMENT
<TABLE>
<CAPTION>
For the year
ended 30 September
Note 1999 1998
(pound)'000 (pound)'000
<S> <C> <C> <C>
Net cash flow from operating activities 1 55,518 72,193
Returns on investments and servicing of finance 2 7,471 7,921
Taxation (26,090) (18,504)
Capital expenditure and financial investment 2 (23,297) (23,599)
Equity dividends paid (21,207) (19,453)
-------- --------
CASH (OUTFLOW)/INFLOW BEFORE MANAGEMENT OF LIQUID RESOURCES AND FINANCING (7,605) 18,558
Management of liquid resources* 2 9,149 (21,982)
Financing 2 347 278
-------- --------
INCREASE/(DECREASE) IN CASH 1,891 (3,146)
======== ========
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 3
Net funds at 1st October 115,428 96,592
Increase/(Decrease) in cash in the year 1,891 (3,146)
Cash flow from (decrease)/increase in liquid resources (9,149) 21,982
-------- --------
CHANGE IN NET FUNDS RESULTING FROM CASH FLOWS (7,258) 18,836
-------- --------
NET FUNDS AT 30TH SEPTEMBER 108,170 115,428
======== ========
</TABLE>
* Perpetual plc includes shares and government securities held as current
asset investments, together with units held in funds under management,
as liquid resources but excludes investment debtors and creditors,
although considered to be highly liquid assets and liabilities, since
they fall outside the definitions prescribed by Financial Reporting
Standard 1. The above statement does not of itself, therefore, provide
meaningful information about the liquidity of the Group.
72
<PAGE> 74
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
YEAR ENDED 30 SEPTEMBER
1. NET CASH INFLOW FROM OPERATING ACTIVITIES
<TABLE>
<CAPTION>
1999 1998
(pound)'000 (pound)'000
<S> <C> <C>
Operating profit 58,635 64,471
Depreciation 5,093 3,289
Profit on sale of tangible fixed assets (92) (48)
Profit on sale of properties (139) (106)
Decrease in investment debtors 1,807 1,595
(Increase)/Decrease in trade and other debtors (1,066) 1,057
Decrease in investment creditors (8,401) (2,444)
(Decrease)/Increase in trade and other creditors (319) 4,379
---------- ----------
Net cash inflow from operating activities 55,518 72,193
========== ==========
</TABLE>
2. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
<TABLE>
<S> <C> <C>
Interest received 6,629 7,832
Interest paid (14) (12)
Income from fixed asset investments 799 101
Net premium/discount amortised on fixed asset investments 57 --
---------- ----------
Net cash inflow from returns on investments and servicing of finance 7,471 7,921
========== ==========
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Payments to acquire tangible fixed assets (4,141) (21,501)
Payments to acquire fixed asset investments (20,807) (4,442)
Receipts from sale of tangible fixed assets 157 204
Receipts from sale of properties 490 2,140
Receipts from redemption of fixed asset investments 1,004 --
---------- ----------
Net cash outflow from investing activities (23,297) (23,599)
========== ==========
MANAGEMENT OF LIQUID RESOURCES
Increase in cash invested in money market fund (4,661) (6,759)
Decrease/(Increase) in current asset investments 14,132 (15,807)
(Increase)/Decrease in units in funds under management (322) 584
---------- ----------
9,149 (21,982)
========== ==========
FINANCING
Issues of shares 347 278
========== ==========
</TABLE>
73
<PAGE> 75
3. ANALYSIS OF CHANGES IN NET FUNDS
<TABLE>
<CAPTION>
At 30/9/99 Cashflow At 1/10/98
(pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C>
Net cash:
Cash at bank and in hand 45,408 (1,768) 47,176
Bank overdrafts (4,747) 3,659 (8,406)
---------- ---------- ----------
40,661 1,891 38,770
---------- ---------- ----------
Liquid resources:
Cash invested in money market fund 60,094 4,661 55,433
Current asset investments 5,345 (14,132) 19,477
Units held in funds under management 2,070 322 1,748
---------- ---------- ----------
67,509 (9,149) 76,658
---------- ---------- ----------
108,170 (7,258) 115,428
========== ========== ==========
</TABLE>
74
<PAGE> 76
NOTES TO THE ACCOUNTS
YEAR ENDED 30 SEPTEMBER 1999
1. ACCOUNTING POLICIES
The financial statements have been prepared in accordance with
applicable accounting standards. The particular accounting policies
adopted are described below.
(a) ACCOUNTING CONVENTION
The financial statements are prepared under the historical cost
convention, as modified by the revaluation of shares in certain
subsidiary companies.
(b) BASIS OF CONSOLIDATION
The Group financial statements consolidate the financial statements
of the Company and all subsidiaries for the financial year ended
30th September 1999.
Perpetual Investments Limited, an authorised insurance company, has
prepared its accounts under the Schedule 9A Companies Act 1985. For
purposes of consolidation these have been modified and consequently
its results have been included in the consolidated accounts, with
amounts included within the balance sheet representing the assets
and liabilities of the policyholders held within the Company's
unit-linked funds. These are shown under current assets as `Assets
held to cover amounts due to policyholders', and under creditors
falling due within one year as `Amounts due to policyholders'.
(c) TURNOVER
Turnover represents the aggregate sales, less discount given, to
third parties of units in the Trust Funds under the Group's
management. It excludes sums received from the Trustees upon the
liquidation of units repurchased.
(d) FOREIGN EXCHANGE
Transactions denominated in foreign currencies are translated into
the functional currency at the rates ruling at the dates of the
transactions.
Monetary assets and liabilities denominated in foreign currencies
are translated into Sterling at the rates of exchange ruling at the
balance sheet date. All transactional exchange differences are
dealt with through the profit and loss account.
The financial statements of foreign subsidiaries are translated
into Sterling at the closing rates of exchange and the differences
arising from the translation of the opening net investment in
subsidiaries at the closing rate are taken directly to reserves and
shown in the statement of total recognised gains and losses.
(e) TANGIBLE FIXED ASSETS
Depreciation is not provided on freehold land. On other fixed
assets depreciation is provided on cost in equal monthly
instalments over the estimated lives of the assets. The rates of
depreciation are as follows:
Freehold buildings 2% per annum
Motor vehicles 25% per annum
Fixtures, fittings and computer equipment 25% per annum
No depreciation is provided on the cost of property developments
until the property is completed and brought into use.
(f) INVESTMENTS
Investments in shares, including United Kingdom government fixed
interest stocks being held until maturity, listed on a recognised
investment exchange and held as fixed assets, are stated at cost,
adjusted for discount or premium amortisation as appropriate, less,
if applicable, any provision for impairment in value. Those held as
current assets are stated at the lower of cost and net realisable
value.
75
<PAGE> 77
(g) INVESTMENT IN SUBSIDIARY UNDERTAKINGS
Investments in subsidiary companies are reflected in the Company
balance sheet at either cost or directors' valuation.
(h) JOINT VENTURES
In the consolidated accounts, shares in joint ventures are
accounted for using the gross equity method. The consolidated
profit and loss account includes the Group's share of the operating
profit and attributable taxation of the joint venture based on
audited financial statements for the year. In the consolidated
balance sheet, the investment in the joint venture is shown as the
Group's share of the gross assets and liabilities of the joint
venture.
(i) PROPERTIES AWAITING DISPOSAL
Properties that are vacant and surplus to the Group's requirements,
which are being actively marketed or in the process of being
marketed, are treated as awaiting disposal. Properties awaiting
disposal are transferred from tangible fixed assets at net book
value and are valued at the lower of net book value and estimated
net realisable value.
(j) UNITS HELD IN FUNDS UNDER MANAGEMENT
Units held are valued at repurchase cost or, in the case of new
units, at the cost of their creation or, in either case if lower
than those costs, at the bid price at the balance sheet date.
(k) CASH FLOW STATEMENT
Cash is invested in the money market fund as part of the Group's
treasury management policy and comprises cash invested in the
Perpetual Money Fund. The Group held approximately 86% of the
issued units in the Perpetual Money Fund on 30th September 1999.
The underlying investments in this fund are readily disposable cash
instruments and have been classified in the cash flow statement as
liquid resources. Income relating to this investment has been
included in the profit and loss account within interest receivable
and similar income. The units are valued in the balance sheet at
the quoted price. This reflects the accumulations of interest
earned on the fund. The Group includes shares and government
securities held as current asset investments and units held in
funds under management as liquid resources.
(l) OPERATING LEASES
Operating lease rentals are charged to the profit and loss account
in equal annual amounts over the lease term.
(m) PENSIONS
The Group operates money purchase pension schemes for its directors
and members of staff. Contributions to these schemes are charged
against profits as the contributions are made.
(n) DEFERRED TAXATION
Provision is made for taxation liabilities arising from the
allocation of items to different periods for taxation and for
accounting purposes.
No provision is made for additional tax which might become payable
in the event of the remittance to the United Kingdom of earnings
which are anticipated to be retained by overseas subsidiaries.
2. TURNOVER
<TABLE>
<CAPTION>
1999 1998
(pound)'000 (pound)'000
<S> <C> <C>
GEOGRAPHICAL ANALYSIS OF TURNOVER:
United Kingdom 941,504 1,321,450
Jersey 153,625 160,843
--------- ---------
1,095,129 1,482,293
========= =========
</TABLE>
76
<PAGE> 78
All net assets, turnover and profit before taxation arise from
investment related activities in the United Kingdom and Jersey. Further
analysis as required by Statement of Standard Accounting Practice No.
25 is not considered to be meaningful.
3. MANAGEMENT FEES AND OTHER OPERATING INCOME
<TABLE>
<CAPTION>
1999 1998
(pound)'000 (pound)'000
<S> <C> <C>
Transaction related fees 2,782 2,183
Management fees 87,555 83,833
Bureau income 12,072 10,881
Other operating income 1,475 762
------- -------
103,884 97,659
======= =======
</TABLE>
The figures stated above exclude those arising from the Group's share
of joint venture portfolio management income of (pound)1,043,000 (1998
-- (pound)652,000).
4. INFORMATION REGARDING DIRECTORS AND EMPLOYEES
<TABLE>
<S> <C> <C>
DIRECTORS' EMOLUMENTS:
Fees 79 58
Other emoluments 2,020 1,958
Pension contributions 267 245
----- -----
2,366 2,261
===== =====
Other emoluments include a discretionary bonus based on the
Group's performance 575 525
===== =====
REMUNERATION OF THE HIGHEST PAID DIRECTOR:
Discretionary bonus 170 160
Other emoluments 319 328
Pension contributions 42 43
----- -----
531 531
===== =====
</TABLE>
Six (1998 -- seven) directors, including the highest paid director, are
accruing benefits under the Group's defined contribution pension
scheme.
<TABLE>
<S> <C> <C>
EMPLOYEE COSTS, EXCLUDING DIRECTORS, DURING THE YEAR:
Wages and salaries 19,842 16,924
Social security costs 2,081 1,586
Other pension costs 1,159 976
------ ------
23,082 19,486
====== ======
AVERAGE NUMBER OF PERSONS EMPLOYED NO. NO.
ADMINISTRATION AND INFORMATION SYSTEMS 541 472
Sales and marketing 171 147
Investment 32 27
------ ------
744 646
====== ======
</TABLE>
77
<PAGE> 79
5. SHARE OF OPERATING PROFIT AND JOINT VENTURE
<TABLE>
<CAPTION>
1999 1998
(pound)'000 (pound)'000
<S> <C> <C>
Portfolio management income 2,086 1,304
Other income 43 43
Administrative expenses (1,019) (537)
------ ------
Operating profit of joint venture 1,110 810
====== ======
Share of operating profit of joint venture 555 405
====== ======
6. INCOME FROM FIXED ASSET INVESTMENTS
Income from listed investments 799 101
====== ======
</TABLE>
7. INTEREST RECEIVABLE AND SIMILAR INCOME
Included in interest receivable and similar income is an amount of
(pound)2,944,000 (1998 -- (pound)3,545,000) arising from the investment
in the money market fund.
8. INTEREST PAYABLE AND SIMILAR CHARGES
<TABLE>
<S> <C> <C>
Bank overdrafts 2 3
Other interest paid 12 9
-------- --------
14 12
======== ========
</TABLE>
9. PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
<TABLE>
<S> <C> <C>
Profit on ordinary activities before taxation is after charging
(crediting):
Depreciation 5,093 3,289
Profit on sale of fixed assets (92) (48)
Profit on sale of properties (139) (106)
Auditors' remuneration -- Audit 280 275
-- Non-audit services:
Regulatory and pension funds 43 34
Secondments 93 373
-- Other including taxation 272 230
Operating lease rentals 545 482
====== ======
</TABLE>
Auditors' remuneration includes irrecoverable VAT and expenses.
Non-audit services principally comprise advice and assistance on
taxation and secondments to support newly established functions,
internal audit, compliance and other projects. The Company's audit fee
is (pound)94,000 (1998 -- (pound)81,000).
10. TAX ON PROFIT ON ORDINARY ACTIVITIES
<TABLE>
<S> <C> <C>
United Kingdom Corporation Tax at 30.5% (1998 -- 31%) 17,873 19,868
Foreign tax 1,597 1,679
Tax suffered on franked investment income 782 796
Adjustment to prior years' tax provisions (238) (46)
Deferred tax 291 644
------- -------
20,305 22,941
======= =======
</TABLE>
78
<PAGE> 80
11. RESULT OF PARENT COMPANY
As permitted by Section 230 of the Companies Act 1985, the profit and
loss account of the parent company is not presented as part of these
accounts. The parent company's profit for the financial year amounted
to (pound)34,846,000 (1998 -- (pound)26,083,000).
12. EQUITY DIVIDENDS
<TABLE>
<CAPTION>
1999 1998 1997
Per share (pound)'000 Per share (pound)'000 Per share (pound)'000
<S> <C> <C> <C> <C> <C> <C>
Interim paid 37.0p 10,476 37.0p 10,435 30.0p 8,429
Proposed final 40.0p 11,345 38.0p 10,731 32.0p 9,018
----- ------ ----- ------ ----- ------
77.0p 21,821 75.0p 21,166 62.0p 17,447
===== ====== ===== ====== ===== ======
</TABLE>
13. EARNINGS PER ORDINARY SHARE
The calculation for earnings per share is based on profit after tax
attributable to ordinary shareholders of (pound)46,299,000 (1998 --
(pound)49,856,000), divided by the weighted average number of shares in
issue, after taking into account options exercised during the financial
year, namely 28,307,112 (1998 -- 28,208,485).
Under the accounting standard entitles "FRS 14, Earnings Per Share" the
Group was required to change its basis for the calculation of fully
diluted earnings per share. The calculation continues to be based on
profit after tax, but the Group is now required to calculate the
dilution effect of the full exercise of all ordinary share options
granted by the Company by comparing the difference between the weighted
average exercise price of exercisable share options with the average
share price over the period, which are as follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Weighted average exercise price of exercisable share options (pence) 1125.71p 362.55p
Average share price in year (pence) 3479.58p 3356.46p
Dilution ratio applied to exercisable share options (%) 67.6% 89.2%
Weighted average of exercisable share options 2,095,627 1,754,972
Dilution effect of exercisable share options 1,416,644 1,565,435
Weighted average of shares in issue 28,307,112 28,208,485
Total Shares for calculating diluted earnings per share 29,723,756 29,773,920
</TABLE>
Comparative figures for the 1997 diluted earnings per share are not
shown in view of the changes in numbers of options granted and
outstanding, which may or do occur with the consequent impairment to
the comparability of this statistic between different accounting years.
79
<PAGE> 81
14. TANGIBLE FIXED ASSETS
<TABLE>
<CAPTION>
Fixtures,
Freehold fittings and
land and Motor computer
Total buildings Vehicles equipment
(pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C>
THE GROUP
Cost
At 1st October 1998 67,644 45,366 1,353 20,925
Additions 4,141 467 257 3,417
Reclassification (187) (187) -- --
Disposals (239) -- (205) (34)
------- ------- ------- -------
At 30th September 1999 71,359 45,646 1,405 24,308
------- ------- ------- -------
Accumulated depreciation:
At 1st October 1998 11,999 1,155 550 10,294
Charge for the year 5,093 688 321 4,084
Reclassification (19) (19) -- --
Disposals (174) -- (140) (34)
------- ------- ------- -------
At 30th September 1999 16,899 1,824 731 14,344
------- ------- ------- -------
Net book value:
At 30th September 1999 54,460 43,822 674 9,964
======= ======= ======= =======
At 30th September 1998 55,645 44,211 803 10,631
======= ======= ======= =======
</TABLE>
Included in freehold land and buildings is an amount of
(pound)11,485,000 (1998 -- (pound)11,692,000) in respect of freehold
land which has not been depreciated.
80
<PAGE> 82
15. INVESTMENTS HELD AS FIXED ASSETS
THE GROUP
<TABLE>
<CAPTION>
Total
(pound)'000
<S> <C>
LISTED INVESTMENTS
Cost:
At 1st October 1998 6,336
Additions 20,807
Disposals/redemptions (1,004)
----------
At 30th September 1999 26,139
----------
Amortised premium/discount:
At 1st October 1998 --
Net charge in year 57
----------
At 30th September 1999 57
----------
Carrying value:
At 30th September 1999 26,082
==========
At 30th September 1998 6,336
==========
Market value at 30th September 1999 25,798
==========
</TABLE>
<TABLE>
<CAPTION>
1999 1998
(pound)'000 (pound)'000
<S> <C> <C>
Investment in joint venture
Share of gross assets 1,345 789
Share of gross liabilities (5) (16)
--------- ----------
Balance sheet value 1,340 773
========= ==========
Summary
Listed investments 26,082 6,336
Investment in joint venture 1,340 773
--------- ----------
Balance sheet value 27,422 7,109
========= ==========
</TABLE>
THE COMPANY
The Company's investments in certain subsidiaries were revalued by
the directors in 1983 and 1987, based upon the underlying net asset
values of those subsidiaries at that point in time.
<TABLE>
<S> <C>
Cost at 1st October 1998 34,461
Revaluation 3,950
----------
Carrying value at 1st October 1998 38,411
Net additions at cost 3,500
----------
Carrying value at 30th September 1999 41,911
==========
</TABLE>
All of the above investments are unlisted and further details of
subsidiaries are shown in note 28.
81
<PAGE> 83
16. DEBTORS
<TABLE>
<CAPTION>
The Group The Company
1999 1998 1999 1998
(pound)'000 (pound)'000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C>
Investment debtors 13,654 15,461 -- --
Trade debtors 1,144 1,142 -- --
Inter group dividends receivable -- -- 23,000 --
Other debtors 1,763 5,748 816 580
Prepayments and accrued income 5,214 3,719 2 2
----------- ----------- ----------- -----------
21,775 26,070 23,818 582
=========== =========== =========== ===========
</TABLE>
Included in other debtors is an amount of (pound)nil (1998 --
(pound)4,160,000) in respect of Advance Corporation Tax recoverable
by the Group after more than one year.
17. INVESTMENTS HELD AS CURRENT ASSETS
<TABLE>
<CAPTION>
The Group
1999 1998
(pound)'000 (pound)'000
<S> <C> <C>
Shares and other securities listed on a recognised investment exchange in Great Britain 5,345 19,477
=========== ===========
Market value at 30th September 1999 5,353 19,491
=========== ===========
</TABLE>
A taxation liability of (pound)3,000 (1998 -- (pound)4,000) for the
Group would arise if these investments were sold at the stated market
value.
18. CLIENT MONIES
(a) CLIENTS' DEPOSITS
At 30th September, 1999 amounts held by the Group on
behalf of clients in accordance with the Financial
Services (Client Money) Regulations 1991 amounted to
(pound)30,304,000 (1998 -- (pound)29,194,000). The Group
has no beneficial interest in these deposits and
accordingly they are not included in the balance sheet.
(b) SETTLEMENT MONEY
Included in the cash at bank and in hand balance is
(pound)6,988,000 (1998 -- (pound)8,885,000) held in client
settlement money accounts in accordance with the Financial
Services (Client Money) (Supplementary) Regulations 1991.
This money can only be used to settle outstanding
transactions on behalf of clients.
19. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
<TABLE>
<CAPTION>
The Group The Company
1999 1998 1999 1998
(pound)'000 (pound),000 (pound)'000 (pound)'000
<S> <C> <C> <C> <C>
Bank overdraft -- unsecured* 4,747 8,406 -- --
=========== =========== =========== ===========
Investment creditors 18,292 26,693 -- --
Trade creditors 1,459 1,488 -- --
Owed to Group companies -- subsidiaries -- -- 21,721 8,445
Other creditors 3,775 1,811 -- --
Taxation and social security 14,548 24,309 -- 542
Accruals and deferred income 10,592 12,691 77 62
Proposed dividend 11,345 10,731 11,345 10,731
----------- ----------- ----------- -----------
60,011 77,723 33,143 19,780
=========== =========== =========== ===========
</TABLE>
* At 30th September 1998 (pound)7,632,000 of the overdraft was secured
by a fixed and floating charge over the assets of Perpetual Unit
Trust Management Limited.
82
<PAGE> 84
20. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
<TABLE>
<CAPTION>
The Group
1999 1998
(pound)'000 (pound)'000
<S> <C> <C>
Foreign tax 1,005 1,029
============ ============
</TABLE>
21. PROVISIONS FOR LIABILITIES AND CHARGES
<TABLE>
<CAPTION>
The Group
1999 1998
(pound)'000 (pound)'000
<S> <C> <C>
Balance at 1st October 904 260
Charge for the year 291 644
------------ ------------
Balance at 30th September 1,195 904
============ ============
</TABLE>
Deferred taxation has been fully provided on the excess of capital
allowances claimed over depreciation charged in the profit and loss
account and other short-term timing differences.
22. CALLED UP SHARE CAPITAL
<TABLE>
<CAPTION>
The Company
1999 1998
(pound)'000 (pound)'000
<S> <C> <C>
Authorised 37,500,000 ordinary shares of 10p each 3,750 3,750
============ ============
Called up, allotted and fully paid:
Balance at 1st October 2,824 2,818
(28,239,600 ordinary shares of 10p each)
Options exercised 12 6
------------ ------------
Balance at 30th September
(28,363,150 ordinary shares of 10p each) 2,836 2,824
============ ============
</TABLE>
During the year 123,550 ordinary shares of 10p each ((pound)12,355
par value) were issued for (pound)347,505 on the exercise of options
under the Company's Approved and Unapproved Share Option Schemes.
83
<PAGE> 85
<TABLE>
<CAPTION>
1999 1998
No. No.
<S> <C> <C>
Outstanding options issued:
On 11th December 1990, exercisable at 40p 870,925 883,775
On 24th December 1990, exercisable at 45p 25,000 25,000
On 30th May 1991, exercisable at 64p 57,500 57,500
On 5th June 1991, exercisable at 65p 75,000 75,000
On 16th December 1991, exercisable at 84p 25,000 25,000
On 7th January 1992, exercisable at 91p 12,500 18,750
On 2nd June 1992, exercisable at 118p 62,500 77,500
On 4th June 1992, exercisable at 132p 12,500 12,500
On 27th November 1992, exercisable at 198p 57,500 86,250
On 26th May 1993, exercisable at 392p 125,000 196,250
On 13th December 1993, exercisable at 894p -- 2,625
On 26th May 1994, exercisable at 993p 77,250 80,500
On 31st May 1994, exercisable at 1015p 27,750 27,750
On 19th December 1994, exercisable at 1086p 26,000 26,000
On 2nd June 1995, exercisable at 1359p 18,750 18,750
On 19th November 1996, exercisable at 2222p 55,000 55,000
On 26th September 1997, exercisable at 2386p 10,000 10,000
On 19th November 1997, exercisable at 2197p 80,000 80,000
On 29th December 1997, exercisable at 2674p 10,000 10,000
On 21st December 1998, exercisable at 3018p 40,000 --
On 12th March 1999, exercisable at 3760p 780,000 --
On 31st March 1999, exercisable at 3842p 5,000 --
---------- ----------
2,453,175 1,768,150
========== ==========
</TABLE>
A further 433,675 options may be granted at the discretion of the
directors under the terms of the two employee share option schemes.
23. RESERVES
<TABLE>
<CAPTION>
1999 1998
Share Profit and Total share Total share
Share premium Revaluation Other loss holders' holders
capital account reserve reserves account funds funds
(pound)'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000
------------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
THE GROUP
Balance at 1st October 2,824 1,299 -- 1,025 120,318 125,466 96,498
Profit retained for year -- -- -- -- 24,478 24,478 28,690
Exchange movement -- -- -- -- 12 12 --
Options exercised 12 335 -- -- -- 347 278
------------ ------------ ------------ ------------ ------------ ------------ ------------
BALANCE AT 30TH SEPTEMBER 2,836 1,634 -- 1,025 144,808 150,303 125,466
============ ============ ============ ============ ============ ============ ============
THE COMPANY
Balance at 1st October 2,824 1,299 1,475 -- 13,617 19,215 14,020
Profit retained for year -- -- -- -- 13,025 13,025 4,917
Options exercised 12 335 -- -- -- 347 278
------------ ------------ ------------ ------------ ------------ ------------ ------------
BALANCE AT 30TH SEPTEMBER 2,836 1,634 1,475 -- 26,642 32,587 19,215
============ ============ ============ ============ ============ ============ ============
</TABLE>
84
<PAGE> 86
24. OPERATING LEASE COMMITMENTS
At 30th September 1999, the Group was committed to making the
following payments during the next year in respect of operating
leases for office equipment.
<TABLE>
<CAPTION>
The Group
1999 1998
(pound)'000 (pound)'000
<S> <C> <C>
Leases which expire:
Within one year 345 102
Within two to five years 32 43
In excess of five years -- 10
----------- -----------
377 155
=========== ===========
</TABLE>
25. CAPITAL COMMITMENTS
<TABLE>
<S> <C> <C>
Contracted for but not yet provided 45 --
=========== ===========
</TABLE>
The Capital commitments shown above relate to the refurbishment of
office premises within Henley-on-Thames.
26. FINANCIAL INSTRUMENTS
The Group's financial instruments primarily comprise investments in
the Perpetual Money Fund and cash. Additionally, the Group invests in
government securities, shares listed on a recognised investment
exchange in Great Britain and units held in funds managed by group
companies. The main purpose of these investments is to provide an
alternative investment vehicle to the Perpetual Money Fund and bank
deposits.
As permitted by Financial Reporting Standard 13, "Derivatives and
other financial instruments", short-term debtors and creditors have
been excluded from disclosures other than in respect of currency
exposures.
FRS 13 does not apply to insurance companies. Accordingly, the
policyholders' funds of Perpetual Investments Limited have been
excluded from these disclosures.
Except for the limited use of forward foreign currency contracts the
Group does not enter into derivatives transactions. The main risks
arising from the Group's operations and the policies for managing
each of those risks are summarised below.
There has been no change in the policies in the year ended 30th
September 1999, or since the balance sheet date. Since this is the
first year for which FRS 13 applies comparative figures are not
given.
INTEREST RATE RISK
The Group finances its operations through retained profits. Because
of the limited use made of short-term bank borrowings, the Group does
not attempt to manage its exposure to interest rate fluctuations
separately from its overall treasury policy.
LIQUIDITY AND CASH FLOW RISK
Cash required for operational uses is placed on overnight deposit.
Surplus cash is either invested in the Perpetual Money Fund, or on
short-term deposit with approved credit institutions, or in
government securities. The objective of the Perpetual Money Fund is
to produce a high level of income combined with security, through
investing in Sterling based or related money market fund assets.
Units in the fund can be redeemed as required to provide liquidity.
85
<PAGE> 87
FOREIGN CURRENCY RISK
Structural exposure to foreign currency risk arises as a result of
investment in overseas operations; the Group does not seek to
mitigate this risk because it believes any translation differences
are unlikely to be material in the context of the Group's operations.
Exposure to foreign currency risk also arises in respect of U.S.
dollar denominated management fees from certain funds managed by
Perpetual Fund Management (Jersey) Limited. Approximately 98% of
Perpetual Fund Management (Jersey) Limited's management fee income in
denominated in U.S. dollars. The risk on income is subject to forward
foreign currency contracts to minimise this transactional exposure
when considered necessary.
COUNTERPARTY/CREDIT RISK
The Group manages its exposure by placing monies on deposit across a
range of counterparties, and by setting and monitoring limits both on
the credit ratings of the counterparties and the amounts that can be
deposited with each of them. The overall exposure to the banking
sector is managed by maintaining a balance between cash held on
deposit and investment in Gilts and similar securities.
Because the majority of debtors are secured short-term investment
debtors, the Board does not believe these give rise to any
significant credit risk.
MARKET PRICE RISK
Exposure to market price risk, arising from the investments held and
fluctuations in market value in respect of the income arising from
funds under management, is managed by holding surplus strategic
resources in Gilts, which are considered to be less volatile than
equities or other debt instruments, Perpetual Money Fund, and other
short-term investments offering a balance of low risk and reasonable
returns. Exposure is also managed by controls over the levels of
"manger's boxes" of units and shares held by the Group for trading
purposes.
Although income from management fees will fluctuate in line with
movements in the value of the funds the Group manages, the impact is
partially mitigated as both management fees and fee rebates are
calculated on the same unit price.
INTEREST RATE PROFILE AND FAIR VALUES OF FINANCIAL LIABILITIES AND
FINANCIAL ASSETS
The financial liabilities of the Group as at 30th September 1999
comprise overdrafts of (pound)4,747,000, however, of this only
(pound)2,000 was represented by actual bank overdrafts, the balance
being notional cash book overdrafts. This arises because of timing
differences of transactions clearing and the Group Treasury policy of
placing expected surplus monies on overnight deposit.
There is an overdraft facility of (pound)250,000 available to the
Group which is reviewed annually.
The Group held the following financial assets as part of the
financing arrangements as at 30th September 1999:
<TABLE>
<CAPTION>
Book value Fair value
(pound)'000 (pound)'000
<S> <C> <C>
Listed investments held as fixed assets -- Gilts 24,644 24,360
Listed investments held as fixed assets -- Offshore Funds 1,438 1,438
Listed investments held as current assets -- Gilts 5,009 5,009
Shares held in PEP/ISA manager's box 336 344
Units held in funds under management 2,070 2,070
Cash invested in money market fund 60,094 60,094
Cash at bank and in hand 45,408 45,408
Bank overdrafts (4,747) (4,747)
------------- -------------
134,252 133,976
============= =============
</TABLE>
All financial assets have been valued in accordance with the Group's
accounting policies as set out in Note 1. The fair values of these
investments have been calculated by reference to the mid-market value
of listed investments and the bid price of units as at 30th September
1999.
86
<PAGE> 88
Cash at bank and in hand at 30th September 1999 is comprised of:
<TABLE>
<CAPTION>
STERLING BALANCES ((pound)'000) Average
Bank rate of
Cash overdraft interest Maturity
<S> <C> <C> <C> <C>
Cash 795 (4,747) -- --
Business premium accounts 602 -- * Overnight
Treasury deposits 25,916 -- 5.01% Overnight
Other deposits 15,032 -- 5.39% 1 month
Other deposits 3,006 -- 5.46% 3 months
------------ ------------
45,351 (4,747)
============ ============
U.S. DOLLAR BALANCES ($'000)
Cash 94 -- -- --
============ ============
------------ ------------
TOTAL STERLING EQUIVALENT ((pound)'000) 45,407 (4,747)
============ ============
</TABLE>
* The rate of interest on the overnight business premium accounts has a
range of 1.25% for deposits of up to (pound)2,000, to 2.50% for
deposits of (pound)250,000 and above.
CURRENCY EXPOSURES
The value of monetary assets and liabilities of the Group that are
not denominated in the operating currency of the operating unit
involved, as at 30th September 1999, was as follows:
<TABLE>
US$'000
<S> <C>
Debtor balances 5,247
Cash balances 94
Creditor balances (5,595)
</TABLE>
The exchange rate used at 30 September 1999 to translate the above
balances was 1.6467.
GAINS AND LOSSES ON HEDGES
Forward foreign currency transactions are entered into to minimise
transactional exposure when considered prudent. There were no
material hedging gains or losses either brought forward or recognised
in the year, or as at 30 September 1999.
27. RELATED PARTY TRANSACTIONS
Directors invest in units trusts, other funds managed by Perpetual
and other Perpetual products on terms available in the market place.
Perpetual view participation in local projects and charities as an
important contribution on the local community. The Group has made
(pound)32,000 (1998 -- (pound)24,000) charitable donations and other
contributions to local organisations where directors serve as
trustees or directors for the charities or their associated
management companies.
During the year (pound)45,000 was spent on the refurbishment of
certain freehold property of local historic interest in which M.
Arbib has an interest, as disclosed in the Directors' Report on page
7 of those accounts.
87
<PAGE> 89
28. INFORMATION ON SUBSIDIARIES AND JOINT VENTURE
SUBSIDIARIES
The company owns 100% of the issued ordinary share capital of the
following subsidiary companies, all of which are registered in
England and Wales except where stated. All companies have been
included within the consolidated accounts:
<TABLE>
<CAPTION>
COMPANY: Activities:
<S> <C>
PERPETUAL UNIT TRUST MANAGEMENT Management of, and dealing for, UK authorised units trusts
LIMITED
PERPETUAL PORTFOLIO MANAGEMENT Management of Individual Savings Accounts and Personal
LIMITED Equity Plans
Management of investment portfolios and the provision of
financial consulting services
PERPETUAL INVESTMENTS LIMITED
Authorised insurance company providing Personal Pension
Plans and investment management policies for
occupational pension schemes
PERPETUAL INVESTMENT MANAGEMENT Acting as an administration service company
SERVICES LIMITED
PERPETUAL ADMINISTRATION LIMITED Property developer and lessor
PERPETUAL FUND MANAGEMENT (JERSEY) Management of Jersey based unit trusts and investment
LIMITED (INCORPORATED IN JERSEY) portfolios
PERPETUAL HOLDINGS, INC. Holding company
(INCORPORATED IN THE USA)
PERPETUAL ASSET MANAGEMENT JAPAN Promotion of Perpetual products and services in Japan
CO., LIMITED (INCORPORATED IN JAPAN)
</TABLE>
Perpetual Software Services Limited, Perpetual Trustee Company
Limited and Perpetual Unit Trust Management (Nominees) Limited did
not trade during the year.
The Company owns through Perpetual Fund Management (Jersey) Limited
100% of the issued ordinary share capital of the following subsidiary
companies: Perpetual Nominees (Jersey) Limited, Perpetual Fund
Managers (Jersey) Limited, and Perpetual Portfolio Management
(Jersey) Limited. All of these companies are incorporated in Jersey.
Perpetual Nominees (Jersey) Limited and Perpetual Fund Managers
(Jersey) Limited did not trade during the year.
JOINT VENTURE
The Group holds through Perpetual Holdings, Inc. a 50 per cent.
interest in Mentor Perpetual Advisors, L.L.C., a fund management
company incorporated in the USA. The financial year end of Mentor
Perpetual Advisors, L.L.C. is 31st December and their principal place
of business is 901 East Byrd Street, Richmond, Virginia, VA 23219,
USA.
88
<PAGE> 90
PART C
PERPETUAL PLC
PRELIMINARY ANNOUNCEMENT
UNAUDITED RESULTS FOR THE YEAR ENDED 30TH SEPTEMBER 2000
CHAIRMAN'S STATEMENT
I am pleased to report pre-tax profits for the year ended 30th September 2000
were (pound)72.7m (1999 (pound)65.8m as re-stated), which re-establishes profits
at the level achieved in 1998.
A second interim dividend has been declared of 43p, making a total of 86p for
the year (1999 77p). Accordingly, the Board does not intend to propose a final
dividend.
Assets under management increased during the period under review from
(pound)10.9 billion to (pound)11.8 billion. In our interim report for the period
to 31st March we commented on the extraordinary and very volatile stockmarkets
worldwide, drawing attention to the rapid rise, for most of the six-month
period, of the telecoms, media and technology (TMT) sectors and their subsequent
decline. For the calendar year to date, Perpetual has experienced improved
investment performance. In particular, Perpetual's UK funds have performed
strongly with the key UK PEP/ISA funds achieving top decile performance against
relevant peer groups.
Our entry into the pension market is making progress in line with our business
plan. We launched our group personal pension product in September.
In the year ahead we expect to benefit from our improved investment performance
and growing pension sales.
On 19th October 2000 it was announced that agreement had been reached between
your Board and the Board of AMVESCAP on the terms of a recommended cash and
share offer for Perpetual plc.
The Board records its appreciation and thanks to our loyal staff, whose
enthusiasm, hard work and commitment have made it possible to achieve these
results in a challenging year.
Martyn Arbib
Chairman
1st November 2000
89
<PAGE> 91
OPERATIONAL REVIEW
TRADING ENVIRONMENT
Trading during the year under review was dominated by the rapid rise in value of
the TMT sectors in the last quarter of 1999 and the first quarter of the current
year, and subsequent sharp corrections.
While many of our funds had exposure to TMT shares, we did not run funds which
were very overweight in TMT shares. This created dramatic fluctuations in
relative performance which, together with the absence of a pure technology fund,
undermined our ability to achieve historic levels of market share. It has taken
much of the rest of the year to rekindle confidence in our funds, particularly
those that are key to PEP and ISA products.
Corporate bond funds, however, performed well and have underpinned the sales
volumes achieved and now that the overall investment records, from a peer group
perspective, are regaining lost ground, the level of redemptions has declined.
Speculation over the future ownership of Perpetual plc prompted a Stock Exchange
announcement in May, and the subsequent review of strategic options has created
uncertainty which has not helped the trading environment.
INVESTMENT
The main stockmarkets of the world had widely different performances during the
year. As measured by the main indices, the USA and Continental Europe were the
best markets followed by the UK and then Japan. The main feature of the world
equity stockmarkets during the year was the strength during most of the first
half of the year of the TMT sectors, followed by weakness during the second
half.
The investment performance of our bond funds during the year to 30th September
2000 was excellent with our three UK authorised bond funds being top quartile
performers.
[PIE CHART] [PIE CHART]
UK Authorised Funds over one year Offshore Funds over one year
(total of 21 funds) (total of 14 funds)
1st Quartile (5) 1st Quartile (2)
2nd Quartile (3) 2nd Quartile (7)
3rd Quartile (7) 3rd Quartile (2)
4th Quartile (6) 4th Quartile (3)
90
<PAGE> 92
[PIE CHART] [PIE CHART]
Pension Funds over one year Investment Trust over one year
(total of 5 funds) (total of 4 funds)
1st Quartile (3) 1st Quartile
2nd Quartile (2) 2nd Quartile (1)
3rd Quartile 3rd Quartile (2)
4th Quartile 4th Quartile (1)
The one-year performance figures as at 27th October 2000 of our three main UK
authorised funds have improved significantly since 30th September 2000. The two
UK income funds, in particular, are now top quartile over a year, in addition to
being top quartile over 5 years, 10 years and since launch.
MARKETING
During the first six months of the year, the boom experienced in the TMT sectors
undermined the investment records of the important UK funds immediately prior to
the ISA season running up to 5th April.
Newspaper advertising and a further outdoor poster campaign therefore aimed to
focus the attention of investors and IFAs on our corporate bond capability,
specifically the Monthly Income Plus Fund. The annual roadshows in the early
part of the calendar year complemented this activity.
In the aftermath of the TMT boom the larger UK invested funds have significantly
rebuilt performance records which has been important in stemming the flow of
redemptions which inevitably peaked at the end of the ISA season in early April.
Work on promoting our embryonic pensions operation has continued according to
plan and we are gradually building our position in the personal pension end of
the market. Towards the conclusion of the trading period we were able to launch
an initiative aimed at group personal pension schemes, our first entry into the
heart of the defined contribution pension business.
Marketing research conducted over the summer months in the context of the
standing of the Perpetual brand confirms that it remains a resonant and powerful
retail investment brand.
SERVICE AND ADMINISTRATION
To support the Group's planned penetration of the pensions markets, significant
resources have again been devoted to the development of both pensions products
and administrative systems to support them. In September of this year Perpetual
Investments Limited launched its group personal pension product on the market,
in line with our original timescales.
The resilience of our in-house developed administration systems was demonstrated
by a smooth transition into the new millennium. The development of our web site
now enables clients to deal in ISA products, and access PEP and ISA account
valuations, electronically.
Despite continued developments, we have managed to control the increase in our
administrative expenses to just over 4%. This has been achieved through
identifying more efficient practices throughout the organisation and stabilising
headcount, whilst maintaining the high standards of customer service and
administration that investors and IFAs alike have come to expect.
91
<PAGE> 93
CONSOLIDATED PROFIT AND LOSS ACCOUNT
<TABLE>
<CAPTION>
Year ended 30 September
2000 1999
Note (pound)'000 (pound)'000
Restated
<S> <C> <C> <C>
TURNOVER 2 994,322 1,095,129
Cost of sales (985,960) (1,084,398)
--------- ----------
GROSS PROFIT 8,362 10,731
Administrative expenses (58,312) (55,980)
Management fees and other operating income 3 113,118 103,102
Exceptional item 4 (422) --
--------- ----------
OPERATING PROFIT 62,746 57,853
Share of operating profit of joint venture 1,227 555
Income from fixed asset investments 1,646 799
Interest receivable and similar income 7,083 6,629
Interest payable and similar charges (5) (14)
--------- ----------
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 72,697 65,822
Tax on profit on ordinary activities 5 (21,625) (19,523)
--------- ----------
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION ATTRIBUTABLE TO THE
MEMBERS OF PERPETUAL 51,072 46,299
PLC
Equity dividends paid and proposed (25,202) (21,821)
--------- ----------
PROFIT RETAINED, TRANSFERRED TO RESERVES 25,870 24,478
========= ==========
Earnings per ordinary share after exceptional item:
- basic 6 175.64p 163.56p
- fully diluted 6 172.62p 155.76p
Earnings per ordinary share before exceptional item:
- basic 6 177.10p 163.56p
- fully diluted 6 174.05p 155.76p
Dividends paid - pence per share 43p 37p
Dividends declared - pence per share 43p --
Dividends proposed - pence per share -- 40p
</TABLE>
All activities derive from continuing operations.
The second interim dividend is due for payment on 24 November 2000, with a final
date for transfers on 3 November 2000.
92
<PAGE> 94
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
<TABLE>
<CAPTION>
Year ended 30 September
2000 1999
(pound)'000 (pound)'000
<S> <C> <C>
Profit on ordinary activities after taxation attributable to the members of
Perpetual plc 51,072 46,299
Foreign exchange movements on overseas net assets 181 12
------------ ------------
Total recognised gains 51,253 46,311
============ ============
</TABLE>
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
<TABLE>
<CAPTION>
Year ended 30 September
2000 1999
(pound)'000 (pound)'000
<S> <C> <C>
Shareholders' funds at 1 October 150,303 125,466
Profit on ordinary activities after taxation attributable to the members of
Perpetual plc 51,072 46,299
Dividends (25,202) (21,821)
Foreign exchange movements on overseas net assets 181 12
Options exercised 595 347
------------ ------------
Shareholders' funds at 30 September 176,949 150,303
============ ============
</TABLE>
93
<PAGE> 95
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
30 September
2000 1999
(pound)'000 (pound)'000
<S> <C> <C> <C> <C>
FIXED ASSETS
Tangible assets 51,429 54,460
Investments 32,632 27,422
-------- --------
84,061 81,882
CURRENT ASSETS
Properties awaiting disposal -- 687
Debtors 30,770 21,775
Investments 5,371 5,345
Assets held to cover amounts due to policyholders 85,279 44,084
Units held in funds under management 4,560 2,070
Cash invested in money market fund 82,462 60,094
Cash at bank and in hand 51,745 45,408
-------- --------
260,187 179,463
-------- --------
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 4,037 4,747
Bank overdrafts
Amounts due to policyholders 85,279 44,084
Creditors 75,416 60,011
-------- --------
164,732 108,842
-------- --------
NET CURRENT ASSETS 95,455 70,621
-------- --------
TOTAL ASSETS LESS CURRENT LIABILITIES 179,516 152,503
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR (1,033) (1,005)
PROVISIONS FOR LIABILITIES AND CHARGES (1,534) (1,195)
-------- --------
176,949 150,303
======== ========
CAPITAL AND RESERVES
Called up share capital 2,930 2,836
Share premium account 2,135 1,634
Other reserves 1,025 1,025
Profit and loss account 170,859 144,808
-------- --------
EQUITY SHAREHOLDERS' FUNDS 176,949 150,303
======== ========
</TABLE>
94
<PAGE> 96
CONSOLIDATED CASH FLOW STATEMENT
<TABLE>
<CAPTION>
Year ended 30 September
2000 1999
Note (pound)'000 (pound)'000
Restated
------------ ------------
<S> <C> <C> <C>
Net cash inflow from operating activities 1 71,318 54,736
Returns on investments and servicing of finance 2 8,720 7,471
Taxation (19,934) (25,308)
Capital expenditure and financial investment 2 (4,822) (23,297)
Equity dividends paid (23,946) (21,207)
------------ ------------
CASH INFLOW (OUTFLOW) BEFORE MANAGEMENT OF LIQUID RESOURCES AND FINANCING 31,336 (7,605)
Management of liquid resources* 2 (24,884) 9,149
Financing 2 595 347
------------ ------------
INCREASE IN CASH 7,047 1,891
============ ============
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 3
Net funds at 1 October 108,170 115,428
Increase in cash in the year 7,047 1,891
Cash flow from increase (decrease) in liquid resources 24,884 (9,149)
------------ ------------
CHANGE IN NET FUNDS RESULTING FROM CASH FLOWS 31,931 (7,258)
------------ ------------
Net funds at 30 September 140,101 108,170
============ ============
</TABLE>
* Perpetual plc includes shares and government securities held as current
asset investments, together with units held in funds under management, as
liquid resources but excludes investment debtors and creditors, although
considered to be highly liquid assets and liabilities, since they fall
outside the definitions prescribed by Financial Reporting Standard 1. The
above statement does not of itself, therefore, provide meaningful
information about the liquidity of the Group.
95
<PAGE> 97
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
1) NET CASH INFLOW FROM OPERATING ACTIVITIES
<TABLE>
<CAPTION>
2000 1999
(pound)'000 (pound)'000
Restated
<S> <C> <C>
Operating profit 62,746 57,853
Depreciation 5,065 5,093
Profit on sale of tangible fixed assets (44) (92)
Profit on sale of properties (460) (139)
(Increase) Decrease in investment debtors (9,607) 1,807
Decrease (Increase) in trade and other debtors 116 (1,066)
Increase (Decrease) in investment creditors 11,054 (8,401)
Increase (Decrease) in trade and other creditors 2,267 (319)
Effect of foreign exchange rate movements 181 --
---------- ----------
Net cash inflow from operating activities 71,318 54,736
========== ==========
</TABLE>
2) ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT
<TABLE>
<CAPTION>
2000 1999
(pound)'000 (pound)'000
<S> <C> <C>
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received 7,083 6,629
Interest paid (5) (14)
Income from fixed asset investments 1,646 799
Effect of foreign exchange rate movements on fixed asset investments (146) --
Net premium/discount amortised on fixed asset investments 142 57
---------- ----------
Net cash inflow from returns on investments and servicing of finance 8,720 7,471
========== ==========
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Payments to acquire tangible fixed assets (2,211) (4,141)
Payments to acquire fixed asset investments (3,979) (20,807)
Receipts from sale of tangible fixed assets 221 157
Receipts from sale of properties 1,147 490
Receipts from redemption of fixed asset investments -- 1,004
---------- ----------
Net cash outflow from investing activities (4,822) (23,297)
========== ==========
MANAGEMENT OF LIQUID RESOURCES
Increase in cash invested in money market fund (22,368) (4,661)
(Increase) Decrease in current asset investments (26) 14,132
Increase in units in funds under management (2,490) (322)
---------- ----------
(24,884) 9,149
========== ==========
FINANCING
Issues of shares 595 347
========== ==========
</TABLE>
96
<PAGE> 98
3) ANALYSIS OF CHANGES IN NET FUNDS
<TABLE>
<CAPTION>
At 30/9/2000 Cashflow At 1/10/99
(pound)'000 (pound)'000 (pound)'000
---------- ---------- ----------
<S> <C> <C> <C>
Net cash:
Cash at bank and in hand 51,745 6,337 45,408
Bank overdrafts (4,037) 710 (4,747)
---------- ---------- ----------
47,708 7,047 40,661
---------- ---------- ----------
Liquid resources:
Cash invested in money market fund 82,462 22,368 60,094
Current asset investments 5,371 26 5,345
Units held in funds under management 4,560 2,490 2,070
---------- ---------- ----------
92,393 24,884 67,509
---------- ---------- ----------
140,101 31,931 108,170
========== ========== ==========
</TABLE>
97
<PAGE> 99
NOTES TO THE PRELIMINARY ANNOUNCEMENT
YEAR ENDED 30 SEPTEMBER 2000
1. PREPARATION OF THE PRELIMINARY ANNOUNCEMENT
The consolidated profit and loss account, consolidated balance sheet
and consolidated cash flow statement have been prepared on the basis of
the accounting policies to be set out in the Group's 2000 statutory
accounts, which are consistent with prior years, with the exception
that the Group has adopted "FRS 16, Current Tax". Following this
adoption the only change results in the exclusion of tax credits, which
arise on UK dividends receivable, from both investment income and the
tax charge in the profit and loss account. In prior years this tax
credit had been included. The comparative figures have been re-stated
accordingly. There is no effect on either last year's or this year's
profit after tax from this change in policy.
2. TURNOVER
<TABLE>
<CAPTION>
2000 1999
(pound)'000 (pound)'000
<S> <C> <C>
Geographical analysis of turnover:
United Kingdom 896,305 941,504
Jersey 98,017 153,625
---------- ----------
994,322 1,095,129
========== ==========
</TABLE>
All net assets, turnover and profit before taxation arise from
investment related activities in the United Kingdom and Jersey. Further
analysis as required by Statement of Standard Accounting Practice No.
25 is not considered to be meaningful.
3. MANAGEMENT FEES AND OTHER OPERATING INCOME
<TABLE>
<S> <C> <C>
Transaction related fees 1,580 2,782
Management fees 97,291 87,555
Bureau income 13,365 12,072
Other operating income 882 693*
---------- ----------
113,118 103,102
========== ==========
</TABLE>
The figures stated above exclude those arising from the Group's share
of joint venture portfolio management income of (pound)1,568,000 (1999
-- (pound)1,043,000).
*The comparative figure for 1999 has been restated following the
adoption of "FRS 16, Current Tax".
4. EXCEPTIONAL ITEM
Perpetual plc has incurred an amount of (pound)422,000 representing
costs incurred in respect of a strategic review, which has been charged
to the profit and loss account during the financial year ending 30
September 2000.
5. TAX ON PROFIT ON ORDINARY ACTIVITIES
<TABLE>
<S> <C> <C>
United Kingdom Corporation Tax at 30% (1999 -- 30.5%) 19,397 17,873
Foreign tax 1,889 1,597
Adjustment to prior years' tax provisions -- (238)
Deferred tax 339 291
---------- ----------
21,625 19,523*
========== ==========
</TABLE>
*The comparative figure for 1999 has been restated following the
adoption of "FRS 16, Current Tax".
98
<PAGE> 100
6. EARNINGS PER SHARE
The calculation for earnings per share is based on profit after tax
attributable to ordinary shareholders of (pound)51,072,000 (1999 --
(pound)46,299,000), divided by the weighted average number of shares in
issue, after taking into account options exercised during the financial
year, namely 29,076,484 (1999 -- 28,307,112).
The calculation for earnings per share before exceptional item is based
on profit after tax attributable to ordinary shareholders of
(pound)51,494,000.
The calculation for fully diluted earnings per share reflects the
dilution effect of the full exercise of all ordinary share options
granted by the Company by comparing the difference between the weighted
average exercise price of exercisable share options with the average
share price over the period.
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
Weighted average exercise price of exercisable share options (pence) 2367.10p 1125.71p
Average share price in year (pence) 3553.54p 3479.58p
Dilution ratio applied to exercisable share options (%) 33.4% 67.6%
Weighted average of exercisable share options 1,522,852 2,095,627
Dilution effect of exercisable share options 508,633 1,416,644
Weighted average of shares in issue 29,076,484 28,307,112
Total shares for calculating diluted earnings per share 29,585,117 29,723,756
</TABLE>
7. RESERVES
<TABLE>
<CAPTION>
2000 1999
Total Total
Share Profit share- share-
Share premium Other and loss holders holders'
capital account reserves account funds funds
(pound)'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
THE GROUP
Balance at 1 October 2,836 1,634 1,025 144,808 150,303 125,466
Profit retained for year -- -- -- 25,870 25,870 24,478
Foreign exchange movement -- -- -- 181 181 12
Options exercised 94 501 -- -- 595 347
-------- -------- -------- -------- -------- --------
Balance at 30 September 2,930 2,135 1,025 170,859 176,949 150,303
======== ======== ======== ======== ======== ========
</TABLE>
8. The financial information set out above does not constitute the Group's
statutory accounts for the years ended 30th September 2000 or 1999.
Statutory accounts for the year ended 30 September 1999 have been
delivered to the Registrar of Companies. The auditors have reported on
those accounts; their report was unqualified and did not contain
statements under section 237(2) or (3) of the Companies Act 1985.
The auditors have not yet reported on the statutory accounts for the
year ended 30 September 2000, nor have any such accounts been delivered
to the Registrar of Companies. The Group statutory accounts for the
year ended 30 September 2000 will be delivered following the Company's
Annual General Meeting.
Copies of this statement can be obtained from the Company at Perpetual
Park, Perpetual Park Drive, Henley-on-Thames, Oxfordshire RG9 1HH.
99
<PAGE> 101
APPENDIX V
ADDITIONAL INFORMATION
1. RESPONSIBILITY
(a) The directors of AMVESCAP, whose names are set out in paragraph 2(a)
below, accept responsibility for the information contained in this
document (other than the information relating to the Perpetual Group,
the directors of Perpetual and each of their immediate families and
related trusts). To the best of the knowledge and belief of the
directors of AMVESCAP (who have taken all reasonable care to ensure
that such is the case), the information contained in this document for
which they accept responsibility is in accordance with the facts and
does not omit anything likely to affect the import of such information.
(b) The directors of Perpetual, whose names are set out in paragraph 2(b)
below, accept responsibility for the information contained in this
document relating to the Perpetual Group, the directors of Perpetual
and each of their immediate families and related trusts. To the best of
the knowledge and belief of the directors of Perpetual (who have taken
all reasonable care to ensure that such is the case), the information
contained in this document for which they accept responsibility 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 AMVESCAP are as follows: --
Charles W. Brady (Chairman)
Charles T. Bauer
Sir John Banham
The Hon. Michael D. Benson
Joseph R. Canion
Michael J. Cemo
Gary T. Crum
A.D. Frazier
Robert H. Graham
Roberto A. de Guardiola
Hubert L. Harris
Bevis Longstreth
Robert F. McCullough
Stephen K. West
Alexander M. White
The business address of each of the directors of AMVESCAP, and
AMVESCAP's registered office, is 11 Devonshire Square, London EC2M 4YR.
(b) The directors of Perpetual are as follows: --
Martyn Arbib (Chairman)
Roger C. Cornick
David S. Mossop
Geoffrey A. Probert
Robert J. Yerbury
The Rt. Hon. The Lord Camoys
The Hon. J. Stuart Kirkwood
John P. Waddington
The business address of each of the directors of Perpetual, and
Perpetual's registered office, is Perpetual Park, Perpetual Park Drive,
Henley-on-Thames, Oxon, RG9 1HH.
3. DISCLOSURE OF INTERESTS AND DEALINGS
In this document "disclosure period" means the period commencing on 8
May 1999 (being the date 12 months prior to the commencement of the
Offer Period) and ending on 1 November 2000 (being the latest
practicable date prior to the posting of this document).
100
<PAGE> 102
(a) SHAREHOLDINGS IN PERPETUAL
(i) As at 1 November 2000 (being the latest practicable date prior
to posting of this document) AMVESCAP held no Perpetual
Shares.
(ii) As at 1 November 2000 (being the latest practicable date prior
to posting of this document) none of the directors of
AMVESCAP, nor their immediate families or connected persons
(within the meaning of section 346 of the Companies Act) had
any interests in Perpetual Shares.
(iii) As at 1 November 2000 (being the latest practicable date prior
to posting of this document) the persons who were or were
deemed to be acting in concert with AMVESCAP for the purposes
of the Offer held the following Perpetual Shares:-
<TABLE>
<CAPTION>
Numbers of
Perpetual
Party Shares
<S> <C>
INVESCO UK Equity Index Fund 2,580
Tate and Lyle Group Pension Scheme 1,900
INVESCO Private Portfolio Management Limited (various private clients) 9,373
</TABLE>
(iv) As at 1 November 2000 (being the latest practicable date prior
to posting of this document) irrevocable undertakings to
accept the Offer had been received as follows, representing,
in each case, the entire holding of Perpetual Shares of the
relevant person:-
<TABLE>
<CAPTION>
Number of
Perpetual
Shares
irrevocably
Name committed
<S> <C>
The Martyn Arbib 1979 Settlement Trust 8,236,762
Martyn Arbib 2,800,000
Geoffrey Probert 253,217
Robert Yerbury 187,500
David Mossop 452,309
Roger Cornick 407,731
The Hon. J. Stuart Kirkwood 4,000
----------
Total 12,341,519
==========
</TABLE>
(v) The details of the options held by the directors of Perpetual
which have been granted under the terms of the Perpetual Share
Option Schemes (all of which have been granted under the 1987
unapproved share option scheme) are as follows:-
<TABLE>
<CAPTION>
Number of
Director Perpetual Shares Exercise Price in pence Date of Grant
<S> <C> <C> <C>
Roger Cornick 35,000 3760 12/03/1999
David Mossop 35,000 3760 12/03/1999
Geoffrey Probert 25,000 3760 12/03/1999
Robert Yerbury 25,000 3760 12/03/1999
</TABLE>
101
<PAGE> 103
(vii) As at 1 November (being the latest practicable date prior to
posting of this document) the interests of the directors of
Perpetual and their immediate families and connected persons
(within the meaning of section 346 of the Companies Act) in
Perpetual Shares (as shown in the register required to be kept
under section 325 of the Companies Act or which have been
notified to Perpetual pursuant to sections 324 or 326 of the
Companies Act) were as follows:-
<TABLE>
<CAPTION>
Number of Perpetual Shares
Party Perpetual Shares under option
<S> <C> <C>
Martyn Arbib 2,800,000
Martyn Arbib 1979 Settlement 8,236,762
Roger Cornick 407,731 35,000
Stuart Kirkwood (Fiske Nominees) 4,000
David Mossop 403,606 35,000
David Mossop and J Hendy 48,703
Geoffrey Probert 253,217 25,000
M J Probert 91,224
Robert Yerbury 134,875 25,000
E D Yerbury 52,625
</TABLE>
(b) DEALINGS IN PERPETUAL SHARES
(i) During the disclosure period, AMVESCAP has not dealt for value
in Perpetual Shares.
(ii) As at 1 November 2000 (being the latest practicable date prior
to posting of this document) none of the directors of
AMVESCAP, nor their immediate families or connected persons
(within the meaning of section 346 of the Companies Act) have
dealt for value in Perpetual Shares.
(iii) During the disclosure period, persons who are or are deemed to
be acting in concert with AMVESCAP for the purposes of the
Offer have dealt for value in the following numbers of
Perpetual Shares:-
<TABLE>
<CAPTION>
Number of
Perpetual Price in
Party Date Transaction Shares pence
<S> <C> <C> <C> <C>
INVESCO Private
Portfolio Management
Limited ("IPPML") 02/03/00 Sale 400 2650
IPPML 03/03/00 Sale 600 2650
IPPML 27/06/00 Purchase 2 3950
IPPML 07/03/00 Sale 214 3010
IPPML 02/03/00 Sale 300 2650
IPPML 27/06/00 Purchase 250 3950
IPPML 17/11/99 Purchase 400 3310
IPPML 17/11/99 Purchase 400 3310
IPPML 17/11/00 Purchase 400 3310
IPPML 18/05/99 Purchase 400 3420
IPPML 18/05/99 Purchase 600 3420
IPPML 14/06/99 Purchase 121 3335
IPPML 18/05/99 Purchase 1500 3420
IPPML 18/05/99 Purchase 600 3420
IPPML 24/05/99 Purchase 210 3275
IPPML 09/07/99 Purchase 4 3640
IPPML 24/05/99 Purchase 300 3275
IPPML 18/05/99 Purchase 1000 3420
IPPML 28/04/99 Sale 550 3625
IPPML 18/05/99 Purchase 200 3420
IPPML 18/05/99 Purchase 1000 3420
IPPML 06/10/99 Purchase 1000 3490
IPPML 06/10/99 Purchase 1000 3490
IPPML 06/10/99 Purchase 1000 3490
IPPML 04/09/00 Sale 350 4010
</TABLE>
102
<PAGE> 104
<TABLE>
<CAPTION>
Number of Maximum Minimum
Perpetual price in price in
Party Date Transaction Shares pence pence
<S> <C> <C> <C> <C> <C>
Citibank N.A 07/06/00 Purchase 1,000 3900 3900
Citibank N.A 31/05/00 Purchase 1,000 3929 3929
MONTHLY
Citibank N.A. 08/03/00-07/04/00 Sale 4,959 3030 3030
QUARTERLY
Citibank N.A. 08/12/99 - 07/02/00 Purchase 363 3735 3735
Citibank N.A. 08/06/99-07/09/00 Purchase 247 3850 3850
</TABLE>
(iv) During the disclosure period, the directors of Perpetual and
their immediate families and connected persons (within the
meaning of section 346 of the Companies Act) including those
persons referred to in paragraph (a)(iv) above have dealt for
value in Perpetual Shares as follows:--
<TABLE>
<CAPTION>
Number of
Perpetual Price per share
Date Party Transaction Shares in pence
<S> <C> <C> <C> <C>
24/06/1999 Geoffrey Probert Purchase PEP a/c 56 3561
Barclays
24/06/1999 M J Probert Purchase PEP a/c 57 3561
Barclays
06/08/1999 Robert Yerbury Sale of beneficial 7,000 3600
holding
06/08/1999 E D Yerbury Sale 8,000 3600
01/09/1999 Geoffrey Probert Purchase 6 3850
01/09/1999 M J Probert Purchase PEP a/c 6 3850
Barclays
14/12/1999 Geoffrey Probert Exercise of options 178,125 Exercise Price 40
14/12/1999 Robert Yerbury Exercise of options 93,750 Exercise Price 40
19/01/2000 Geoffrey Probert Purchase PEP a/c 57 3616
Barclays
19/01/2000 M J Probert Purchase PEP a/c 57 3616
Barclays
09/02/2000 David Mossop Sale 264 2850
09/02/2000 David Mossop and Sale 132 2850
J Hendy
10/03/2000 David Mossop Exercise of options 18,750 Exercise Price 40
29/03/2000 M J Probert Purchase PEP a/c 7 3116
Barclays
29/03/2000 Geoffrey Probert Purchase PEP a/c 8 3116
Barclays
14/06/2000 M J Probert Purchase PEP a/c 62 3896
Barclays
14/06/2000 Geoffrey Probert Purchase PEP a/c 61 3896
Barclays
02/08/2000 M J Probert Purchase PEP a/c 7 3886
Barclays
02/08/2000 Geoffrey Probert Purchase PEP a/c 7 3886
Barclays
</TABLE>
(v) During the Offer Period, the following of Perpetual's
associates have dealt for value in Perpetual Shares:--
<TABLE>
<CAPTION>
Number of
Perpetual Price per share
Date Party Transaction Shares in pence
<S> <C> <C> <C> <C>
08/05/2000 Cazenove Securities Sale 2,575 4175
Limited
</TABLE>
103
<PAGE> 105
(c) SHAREHOLDINGS IN AMVESCAP
(i) As at 1 November 2000 (being the latest practicable date prior
to posting of this document) Perpetual held no AMVESCAP
Shares.
(ii) As at 1 November 2000 (being the latest practicable date prior
to posting this document), the interests of the directors of
AMVESCAP and their immediate families and connected persons
(within the meaning of section 346 of the Companies Act) in
the AMVESCAP Shares (as shown in the register required to be
kept under section 325 of the Companies Act or which have been
notified to AMVESCAP pursuant to sections 324 and 326 of the
Companies Act) were as follows:-
<TABLE>
<CAPTION>
Number of AMVESCAP
AMVESCAP Shares under
Party Shares option
<S> <C> <C>
Sir John Banham 2,000 0
Charles T Bauer 41,079,365 100,000
Charles W Brady 5,565,755 1,474,027
The Hon. Michael Benson 171,500 919,922
Joseph R Canion 75,701 0
Michael Cemo 7,338,370 400,000
Gary Crum 33,463,616 351,815
AD Frazier 128,728 1,001,815
Robert Graham 30,998,210 550,000
Roberto de Guardiola 2,575,772 0
Hubert L Harris 361,006 975,000
Bevis Longstreth 81,326 0
Robert F McCullough 150,231 951,815
Stephen West 47,461 211,972
Alexander White 120,000 0
</TABLE>
* Mr Roberto de Guardiola's interest in 2,564,886 AMVESCAP
Shares, arises as a result of his being a discretionary
beneficiary of a trust, which is the owner of Harley Services
Limited, the registered owner of the shares.
(iii) As at 1 November 2000 (being the latest practicable date prior
to posting of this document, none of the directors of
Perpetual, nor their immediate families or connected persons
(within the meaning of section 346 of the Companies Act) had
any interests in AMVESCAP Shares.
(iv) As at 1 November 2000 (being the latest practicable date prior
to posting of this document) persons who are or are deemed to
be acting in concert with AMVESCAP for the purposes of the
Offer held the following AMVESCAP Shares:--
<TABLE>
<CAPTION>
Numbers of
AMVESCAP
Party Shares
<S> <C>
INVESCO Private Portfolio Management Limited
(various private clients) 307,021
Index Fund No. 78 10,000
Index Fund No. 82 5,000
INVESCO UK Equity Index Fund 20,806
TOTAL 342,827
Smith Barney Fund Management LLC 27,977
SB Portfolio Management 29,207
</TABLE>
<TABLE>
<CAPTION>
Numbers of
American
depositary
receipts
("ADR's")*
<S> <C>
SB Portfolio Management 12,672
Smith Barney Inc. 2
</TABLE>
* 5 ADR's represent 1 AMVESCAP Share.
104
<PAGE> 106
(v) As at 1 November 2000 (being the latest practicable date prior
to posting of this document) in respect of Cazenove & Co.
Suisse (SA) and Perpetual Unit Trust Management (Nominees)
Limited and as at 31 October 2000 (being the latest
practicable date for Merrill Lynch prior to posting of this
document) in respect of Merrill Lynch Investment Managers and
Merrill Lynch Pierce Fenner Smith the following associates of
Perpetual held AMVESCAP Shares:--
<TABLE>
<CAPTION>
Number of
Party AMVESCAP Shares
<S> <C>
Cazenove & Co. Suisse (SA)* 144,500
Merrill Lynch Investment Managers 178,642
Merrill Lynch Pierce Fenner Smith 63
Perpetual Unit Trust Management (Nominees) Limited 12,195
</TABLE>
As at 1 November 2000 (being the latest practicable date prior
to posting of this document) the following AMVESCAP Shares
were managed on a discretionary basis by fund managers
connected with AMVESCAP:-
<TABLE>
<CAPTION>
Number of
AMVESCAP Price in
Party Date Transaction Shares pence
<S> <C> <C> <C> <C>
UK Equity Index Fund 11/02/00 Sale 8,322 7105
UK Equity Index Fund 29/02/00 Sale 16,000 7195
</TABLE>
* Cazenove & Co. Suisse (SA) is a fund management subsidiary
of Cazenove.
(d) DEALINGS IN AMVESCAP SHARES
(i) During the disclosure period, Perpetual has not dealt for
value in AMVESCAP Shares.
(ii) During the disclosure period, the directors of AMVESCAP and
their immediate families or connected persons (within the
meaning of section 346 of the Companies Act) dealt for value
in AMVESCAP Shares as follows.
Directors
<TABLE>
<CAPTION>
Number of Price per
AMVESCAP share in
Party Date Transaction Shares pence
<S> <C> <C> <C> <C>
Bevis Longstreth-deferred compensation plan 15/05/00 Purchase 2,014 824.5
Roberto de Guardiola -- deferred compensation plan 15/05/00 Purchase 2,014 824.5
Joseph Canion -- deferred compensation plan 15/05/00 Purchase 2,014 824.5
Roberto de Guardiola 08/06/00 Sale 42,000 925
Michael Cemo 19/06/00 Sale 25,250 gift to charity
Charles Bauer 19/06/00 Sale 2,500,000 978.787
Stephen West 26/06/00 Sale 50,000 1015.2
Michael Cemo 25/10/00 Sale 200,000 1480.5
Charles Bauer 26/10/00 Sale 1,175,000 gift to charity
Roberto de Guardiola -- deferred compensation plan 30/09/99 Purchase 3,050 495.5
Bevis Longstreth -- deferred compensation plan 30/09/99 Purchase 3,050 495.5
Robert Graham 10/02/00 Sale 100,000 727.18
Gary Crum 11/02/00 Sale 120,000 gift to charity
Roberto de Guardiola -- deferred compensation plan 15/02/00 Purchase 2,376 659
Bevis Longstreth -- deferred compensation plan 15/02/00 Purchase 2,376 659
</TABLE>
105
<PAGE> 107
<TABLE>
<CAPTION>
Number of Price per
AMVESCAP share in
Date Party Transaction Shares pence
<S> <C> <C> <C> <C>
07/02/00 Charles Brady exercise Purchase 2,376 659
of options and sale of
shares
14/12/99 Hubert Harris exercise Purchase 300,000 94
of options and sale of
shares
14/12/99 Hubert Harris exercise Sale 300,000 715
of options and sale of
shares
13/12/99 Gary Crum Purchase 50,000 94
13/12/99 Gary Crum Sale 50,000 716
13/12/99 Michael Cemo Sale 350,000 718
13/12/99 Robert Graham Sale 150,000 718
14/12/99 Hubert Harris Sale 50,000 718
13/12/99 Hubert Harris Sale 3,000 gift to charity
13/12/99 Hubert Harris Sale 2,000 gift to charity
10/12/99 Robert Graham Purchase 50,000 Gift to a charity of
which he is a director
10/12/99 Robert Graham Sale 295,000 gift to charity
09/12/99 Hubert Harris exercise Purchase 50,000 94
of options and sale of
shares
09/12/99 Hubert Harris exercise Sale 50,000 657
of options and sale of
shares
09/12/99 Sir John Banham Purchase 1,000 651
30/06/00 Gary Crum Sale 10,000 1046
03/08/00 Charles Bauer Sale 2,286,000 gift to charity
09/08/00 Robert Graham Sale 100,000 1194.16
09/08/00 Joseph Canion -- AIM Purchase 289,577 25
options
09/08/00 Joseph Canion -- AIM Sale 289,577 1194.16
options
09/08/00 Joseph Canion -- AIM Purchase 96,461 $0.86
options
09/08/00 Joseph Canion -- AIM Sale 96,461 1194.16
options
16/08/00 Roberto de Guardiola -- Purchase 1,293 1290
deferred compensation
plan
16/08/00 Bevis Longstreth -- Purchase 1,293 1290
deferred compensation
plan
16/08/00 Joseph Canion -- Purchase 1,293 1290
deferred compensation
plan
31/08/00 Robert Graham Sale 50,000 gift to charity
</TABLE>
106
<PAGE> 108
<TABLE>
<CAPTION>
Number of Price per
AMVESCAP share in
Date Party Transaction Shares pence
<S> <C> <C> <C> <C>
AMVESCAP Share Option Trust
19/04/00 Executive Share Sale 20,000 795.00
Option Schemes
19/04/00 Executive Share Sale 40,000 817.00
Option Schemes
19/04/00 purchase of shares Purchase 32,471 794.08
20/04/00 Executive Share Sale 20,000 812.00
Option Schemes
20/04/00 Executive Share Sale 20,000 812.00
Option Schemes
20/04/00 Executive Share Sale 20,000 818.00
Option Schemes
25/04/00 Executive Share Sale 25,000 830.00
Option Schemes
25/04/00 Executive Share Sale 25,000 850.00
Option Schemes
26/04/00 Executive Share Sale 25,000 898.50
Option Schemes
26/04/00 Executive Share Sale 3,000 894.00
Option Schemes
28/04/00 Executive Share Sale 85,000 920.00
Option Schemes
28/04/00 Executive Share Sale 35,000 920.00
Option Schemes
28/04/00 Executive Share Sale 20,000 920.00
Option Schemes
28/04/00 Executive Share Sale 20,000 920.00
Option Schemes
28/04/00 Executive Share Sale 30,000 886.00
Option Schemes
02/05/00 Executive Share Sale 195,000 957.92
Option Schemes
02/05/00 Executive Share Sale 30,000 965.00
Option Schemes
02/05/00 Executive Share Sale 20,000 965.00
Option Schemes
02/05/00 Executive Share Sale 25,000 957.00
Option Schemes
02/05/00 Executive Share Sale 40,000 958.00
Option Schemes
02/05/00 Executive Share Sale 40,000 958.00
Option Schemes
03/05/00 Executive Share Sale 46,980 942.00
Option Schemes
05/05/00 Executive Share Sale 25,000 950.00
Option Schemes
24/05/00 purchase of shares Purchase 538,068 799.94
30/05/00 Executive Share Sale 29,128 822.00
Option Schemes
30/05/00 Executive Share Sale 100,000 822.00
Option Schemes
06/06/00 Executive Share Sale 195,000 891.00
Option Schemes
08/06/00 Executive Share Sale 50,000 920.02
Option Schemes
</TABLE>
107
<PAGE> 109
<TABLE>
<CAPTION>
Number of Price per
AMVESCAP share in
Date Party Transaction Shares pence
<S> <C> <C> <C> <C>
09/06/00 Executive Share Sale 20,000 910.00
Option Schemes
15/06/00 Executive Share Sale 25,000 962.00
Option Schemes
19/06/00 Executive Share Sale 25,000 977.00
Option Schemes
19/06/00 purchase of shares Purchase 1,700,000 978.79
21/06/00 Executive Share Sale 50,000 983.00
Option Schemes by
Hubert-Harris
22/06/00 Executive Share Sale 50,000 979.00
Option Schemes
22/06/00 Executive Share Sale 25,000 995.00
Option Schemes
22/06/00 Executive Share Sale 50,000 994.00
Option Schemes
22/06/00 Executive Share Sale 50,000 994.00
Option Schemes
26/06/00 Executive Share Sale 5,863 n/a*
Option Schemes
27/06/00 Executive Share Sale 20,000 1,033.00
Option Schemes
27/06/00 Executive Share Sale 30,000 1,035.00
Option Schemes
27/06/00 Executive Share Sale 50,000 1,036.00
Option Schemes
26/06/00 Stephen West
28/06/00 Executive Share Sale 25,000 1,030.50
Option Schemes
28/06/00 Executive Share Sale 20,000 1,030.50
Option Schemes
28/06/00 Executive Share Sale 200,000 1,012.00
Option Schemes
28/06/00 Executive Share Sale 5,863 n/a*
Option Schemes
29/06/00 Executive Share Sale 150,000 n/a*
Option Schemes
30/06/00 Executive Share Sale 50,000 1,028.00
Option Schemes
30/06/00 Executive Share Sale 25,000 1,045.00
Option Schemes
30/06/00 Executive Share Sale 20,000 1,035.00
Option Schemes
03/08/00 Executive Share Sale 15,000 1,193.00
Option Schemes
03/08/00 Executive Share Sale 10,000 1,193.00
Option Schemes
07/08/00 Executive Share Sale 100,000 1,164.00
Option Schemes
08/08/00 Executive Share Sale 32,500 n/a*
Option Schemes
08/08/00 Executive Share Sale 60,000 n/a*
Option Schemes
08/08/00 Executive Share Sale 15,000 n/a*
Option Schemes
08/08/00 Executive Share Sale 15,000 1,168.00
Option Schemes
</TABLE>
108
<PAGE> 110
<TABLE>
<CAPTION>
Number of Price per
AMVESCAP share in
Date Party Transaction Shares pence
<S> <C> <C> <C> <C>
08/08/00 Executive Share Sale 60,000 1,168.00
Option Schemes
09/08/00 Executive Share Sale 25,000 1,180.00
Option Schemes
10/08/00 Executive Share Sale 100,000 1,260.00
Option Schemes
10/08/00 Executive Share Sale 25,000 1,260.00
Option Schemes
11/08/00 Executive Share Sale 25,000 1,271.00
Option Schemes by
Hubert Harris
15/08/00 Executive Share Sale 40,000 1,280.00
Option Schemes
15/08/00 Executive Share Sale 35,000 1,280.00
Option Schemes
15/08/00 Executive Share Sale 30,000 1,280.00
Option Schemes
15/08/00 Executive Share Sale 8,000 1,280.00
Option Schemes
16/08/00 Executive Share Sale 200,000 1,289.00
Option Schemes
16/08/00 Executive Share Sale 17,664 1,289.00
Option Schemes
17/08/00 Executive Share Sale 100,000 1,289.00
Option Schemes
18/08/00 Executive Share Sale 200,000 1,257.00
Option Schemes
18/08/00 Executive Share Sale 173,000 1,257.00
Option Schemes
18/08/00 Executive Share Sale 35,000 1,257.00
Option Schemes
18/08/00 Executive Share Sale 25,000 1,290.00
Option Schemes
21/08/00 Executive Share Sale 50,000 1,285.00
Option Schemes
21/08/00 Executive Share Sale 30,000 1,280.00
Option Schemes
22/08/00 Executive Share Sale 17,000 1,300.00
Option Schemes
25/08/00 Executive Share Sale 15,000 1,360.00
Option Schemes
31/08/00 Executive Share Sale 20,000 1,400.00
Option Schemes
31/08/00 Executive Share Sale 20,000 1,448.00
Option Schemes
31/08/00 Executive Share Sale 10,000 1,447.00
Option Schemes
01/09/00 Executive Share Sale 100,000 1,550.00
Option Schemes
01/09/00 Executive Share Sale 33,825 1,550.00
Option Schemes
01/09/00 Executive Share Sale 54,396 1,550.00
Option Schemes
01/09/00 Executive Share Sale 17,589 1,625.00
Option Schemes
01/09/00 Executive Share Sale 25,000 1,603.00
Option Schemes
</TABLE>
109
<PAGE> 111
<TABLE>
<CAPTION>
Number of Price per
AMVESCAP share in
Date Party Transaction Shares pence
<S> <C> <C> <C> <C>
01/09/00 Executive Share Sale 7,000 1,530.00
Option Schemes
01/09/00 Executive Share Sale 10,000 1,518.00
Option Schemes
05/09/00 Executive Share Sale 50,000 1,454.00
Option Schemes
06/09/00 Executive Share Sale 160,000 n/a*
Option Schemes
06/09/00 Executive Share Sale 50,000 1,426.00
Option Schemes
08/09/00 Executive Share Sale 162,731 1,385.02
Option Schemes
12/09/00 Executive Share Sale 95,800 1,375.00
Option Schemes
12/09/00 Executive Share Sale 20,000 1,372.00
Option Schemes
22/09/00 Executive Share Sale 50,000 1,360.00
Option Schemes
28/09/00 Executive Share Sale 20,000 1,445.00
Option Schemes
29/09/00 Executive Share Sale 200,000 1,450.52
Option Schemes
29/09/00 Executive Share Sale 50,000 1,461.00
Option Schemes
02/10/00 Executive Share Sale 10,000 1,508.00
Option Schemes
02/10/00 Executive Share Sale 7,500 1,508.00
Option Schemes
19/10/00 Executive Share Sale 47,600 1,280.00
Option Schemes
23/10/00 Executive Share Sale 5,000 1,444.00
Option Schemes
23/10/00 Executive Share Sale 5,000 1,444.00
Option Schemes
25/10/00 Executive Share Sale 50,000 1,470.00
Option Schemes
25/10/00 Executive Share Sale 150,000 1,446.00
Option Schemes
26/10/00 Executive Share Sale 38,869 1,485.00
Option Schemes
01/11/00 Executive Share Sale 206,000 1,623(max)
Option Schemes 1,598(min)
07/08/99 -- Executive Share Purchase 1,659,488 514.97(max)
Option Schemes
06/11/99 462.2479(min)
07/08/99 -- 06/11/99 Executive Share Sale 162,765 535(max)
Option Schemes 480(min)
07/11/99 -- 07/02/00 Executive Share Sale 5,952,738 755(max)
Option Schemes 480(min)
</TABLE>
* shares purchased by optionholder at price option exercised.
110
<PAGE> 112
Global Stock Plan
<TABLE>
<CAPTION>
Number of Price per
AMVESCAP Share in
Date Party Transaction Shares pence
<S> <C> <C> <C> <C>
07/08/99 -- 06/11/99 Global Stock Plan -- ord Purchase 77,414 495
shares
07/08/99 -- 06/11/99 Global Stock Plan -- ord Sale 200 adr $41.11
shares
07/11/99 -- 07/02/00 Global Stock Plan -- ord Purchase 1,711,428 718 (max)
shares 650(min)
07/11/99 -- 07/02/00 Global Stock Plan -- ord Sale 63,125 589.1
shares
08/02/99 -- 07/04/00 Global Stock Plan -- ord Purchase 81,098 702.26 (max)
shares 700(min)
12/06/00 Global Stock Plan -- ord Sale 75,122 914
shares
16/06/00 Global Stock Plan -- ord Purchase 53,600 965
shares
19/06/00 Global Stock Plan -- ord Purchase 800,000 978.787
shares
1/11/00 Global Stock Plan -- adr Sale 2,936 $11.08
12/09/00 Global Stock Plan -- adr Sale 5,291 $98.35
15/09/00 Global Stock Plan Purchase 500,000 1371.81
21/09/00 Global Stock Plan -- ord Purchase 117,775 1376.82
shares
22/09/00 Global Stock Plan -- ord Purchase 233,700 1367.16
shares
26/09/00 Global Stock Plan -- ord Sale 32,925
shares
shares transferred to beneficiaries of the plan
27/09/00 Global Stock Plan -- adr Sale 3,133 $106.64
26/09/00 Global Stock Plan -- adr Sale 3,000 $104.33
21/08/00 Global Stock Plan -- adr Sale 1,355 $97.48
Employee Share Ownership Plan
Number of Price per
AMVESCAP Share in
Date Party Transaction Shares pence
07/11/99 -- 07/02/00 ESOP Purchase 100 adr (US)
$57.75
07/11/99 -- 07/02/00 ESOP Sale 83,518 distributed to
participants
08/02/00 -- 07/04/00 ESOP Purchase 421,436 872.53(max)
864.65(min)
</TABLE>
(iii) During the disclosure period, none of the directors of Perpetual and
their immediate families and connected persons (within the meaning of
section 346 of the Companies Act) dealt for value in AMVESCAP Shares.
111
<PAGE> 113
(iv) During the disclosure period, persons who are or are deemed to be
acting in concert with AMVESCAP for the purposes of the Offer dealt for
value in the following AMVESCAP Shares:---
AMVESCAP -- INVESCO PRIVATE PORTFOLIO MANAGEMENT LIMITED
<TABLE>
<CAPTION>
Number of Price per
AMVESCAP Share in
Party Date Transaction Shares pence
<S> <C> <C> <C> <C>
IPPML 09/08/99 Purchase 1000 515
IPPML 13/12/99 Purchase 1000 693
IPPML 28/06/99 Purchase 5000 552
IPPML 04/02/00 Sale 5000 711
IPPML 16/10/00 Sale 8000 1480
IPPML 11/10/00 Purchase 725 1369.75
IPPML 06/12/99 Purchase 525 658.75
IPPML 06/12/99 Sale 2275 657.5
IPPML 06/12/99 Purchase 1750 658.75
IPPML 03/02/00 Purchase 74763 697.43
IPPML 14/02/00 Purchase 300 699
IPPML 10/05/99 Purchase 1133 599.5
IPPML 10/05/99 Purchase 867 599.5
IPPML 16/03/00 Sale 291 780
IPPML 18/10/99 Purchase 1200 439.5
IPPML 01/09/99 Sale 1200 532
IPPML 02/05/00 Sale 400 957
IPPML 07/06/99 Purchase 1750 558.5
IPPML 19/06/00 Sale 1750 97.40
IPPML 15/06/99 Purchase 1259 542
IPPML 11/06/99 Purchase 624 547
IPPML 10/06/99 Purchase 2000 537.5
IPPML 22/12/99 Sale 2000 717.75
IPPML 05/01/00 Purchase 2000 645.75
IPPML 05/01/00 Purchase 1000 628
IPPML 07/02/00 Sale 3000 714
IPPML 04/06/99 Purchase 632 565
IPPML 31/08/00 Sale 632 1381
IPPML 18/10/99 Purchase 6600 439.5
IPPML 18/10/99 Purchase 4200 439.5
IPPML 31/03/00 Purchase 2500 855
IPPML 19/07/00 Purchase 1300 1136.5
IPPML 18/10/00 Purchase 800 1277.5
IPPML 18/10/00 Purchase 342 1295.25
IPPML 10/06/99 Purchase 3000 545
IPPML 30/06/99 Purchase 2000 559
IPPML 16/02/00 Sale 3000 702.5
IPPML 18/02/00 Sale 2000 727.5
IPPML 17/04/00 Purchase 2000 738.75
IPPML 26/04/00 Sale 2000 903.5
IPPML 24/10/00 Purchase 100 1440.75
IPPML 24/10/00 Purchase 380 1440.25
IPPML 24/10/00 Purchase 220 1440.25
IPPML 31/03/00 Purchase 7500 854.25
IPPML 31/03/00 Purchase 800 854.5
IPPML 07/08/00 Purchase 425 1163.25
IPPML 12/11/99 Sale 392 548.5
IPPML 08/02/00 Purchase 7000 717.5
IPPML 17/03/00 Sale 227 79
IPPML 19/10/00 Purchase 250 1324.75
</TABLE>
112
<PAGE> 114
<TABLE>
<CAPTION>
Number of Price per Minimum
AMVESCAP Share in price in
Party Date Transaction Shares pence pence
<S> <C> <C> <C> <C> <C>
Smith Barney Fund Management LLC 01/08/00 Sale 2,605 1165.60 1185.60
MONTHLY
Smith Barney Fund Management LLC 08/03/00 -- Sale 8,818 862.50 862.50
07/04/00
Salomon Brothers 08/03/00 -- Sale 78,275 789.30 789.30
Kapitalanlagegesellschaft mbh 07/04/00
Salomon Brothers 08/02/00 -- Purchase 78,275 759.60 759.60
Kapitalanlagegesellschaft mbh 07/03/00
QUARTERLY
Smith Barney Fund Management LLC 08/09/99 -- Sale 39,400 646.30 609.20
07/12/99
Citibank N.A. 08/12/99 -- Sale 186,000 748.00 692.50
07/02/00
Citibank N.A. 08/06/99 -- Purchase 6,000 575.00 575.00
07/09/99
</TABLE>
113
<PAGE> 115
(v) During the Offer Period, the following dealings for value in AMVESCAP
Shares by associates of Perpetual have taken place:-
(a)
<TABLE>
<CAPTION>
Price per
Number of Share (US$
AMVESCAP unless stated
Party Date Transaction Shares otherwise)
<S> <C> <C> <C> <C>
Merrill Lynch Pierce Fenner Smith Inc. 11/05/00 Sale 20,000 12.53
Merrill Lynch Pierce Fenner Smith Inc. 16/05/00 Sale 700 12.50
Merrill Lynch Pierce Fenner Smith Inc. 02/06/00 Sale 10,000 13.11
Merrill Lynch Pierce Fenner Smith Inc. 08/06/00 Sale 4,931 13.81
Merrill Lynch Investment Managers 20/06/00 Purchase 10,000 14.72
Merrill Lynch Investment Managers 20/06/00 Purchase 24,000 (pound)9.76
Merrill Lynch Pierce Fenner Smith Inc. 26/06/00 Purchase 3,000 15.12
Merrill Lynch Pierce Fenner Smith Inc. 26/06/00 Purchase 12,000 15.00
Merrill Lynch Pierce Fenner Smith Inc. 26/06/00 Sale 15,000 15.20
Merrill Lynch Pierce Fenner Smith Inc. 29/06/00 Purchase 2,340 15.38
Merrill Lynch Pierce Fenner Smith Inc. 30/06/00 Sale 2,340 15.58
Merrill Lynch Investment Managers 30/06/00 Purchase 3,891 16.05
Merrill Lynch Pierce Fenner Smith Inc. 14/07/00 Purchase 1 17.00
Merrill Lynch Pierce Fenner Smith Inc. 17/07/00 Purchase 15,000 17.98
Merrill Lynch Pierce Fenner Smith Inc. 17/07/00 Sale 15,000 18.08
Merrill Lynch Investment Managers 28/07/00 Purchase 41,659 16.63
Merrill Lynch Pierce Fenner Smith Inc. 11/08/00 Sale 44,000 18.88
Merrill Lynch Pierce Fenner Smith Inc. 14/08/00 Sale 343 19.40
Merrill Lynch Investment Managers 15/08/00 Purchase 900 19.25
Merrill Lynch Investment Managers 17/08/00 Sale 7,580 (pound)12.78
Merrill Lynch Pierce Fenner Smith Inc. 18/08/00 Sale 25,000 19.28
Merrill Lynch Investment Managers 23/08/00 Purchase 316 19.68
Merrill Lynch Pierce Fenner Smith Inc. 25/08/00 Sale 4,500 19.75
Merrill Lynch Pierce Fenner Smith Inc. 29/08/00 Sale 295 19.95
Merrill Lynch Pierce Fenner Smith Inc. 05/09/00 Sale 499 22.00
</TABLE>
114
<PAGE> 116
<TABLE>
<CAPTION>
Price per
Number of Share (US$
AMVESCAP unless stated
Party Date Transaction Shares otherwise)
<S> <C> <C> <C> <C>
Merrill Lynch Pierce Fenner Smith Inc. 06/09/00 Purchase 289 21.04
Merrill Lynch Pierce Fenner Smith Inc. 12/09/00 Sale 8,000 19.38
Merrill Lynch Pierce Fenner Smith Inc. 15/09/00 Sale 300 19.82
Merrill Lynch Investment Managers 21/09/00 Sale 20,830 19.59
Merrill Lynch Pierce Fenner Smith Inc. 25/09/00 Sale 1,900 20.4
Merrill Lynch Pierce Fenner Smith Inc. 26/09/00 Purchase 5,000 20.25
Merrill Lynch Pierce Fenner Smith Inc. 27/09/00 Sale 5,000 20.89
Merrill Lynch Pierce Fenner Smith Inc. 27/09/00 Purchase 50,000 20.88
Merrill Lynch Pierce Fenner Smith Inc. 27/09/00 Purchase 2,000 20.75
Merrill Lynch Pierce Fenner Smith Inc. 27/09/00 Purchase 15,000 20.88
Merrill Lynch Pierce Fenner Smith Inc. 27/09/00 Sale 65,000 20.95
Merrill Lynch Pierce Fenner Smith Inc. 28/09/00 Sale 2,000 21.08
Merrill Lynch Pierce Fenner Smith Inc. 02/10/00 Purchase 1,000 21.75
Merrill Lynch Pierce Fenner Smith Inc. 03/10/00 Sale 1,000 21.51
Merrill Lynch Pierce Fenner Smith Inc. 04/10/00 Purchase 9 21.00
Merrill Lynch Pierce Fenner Smith Inc. 09/10/00 Sale 129 21.35
Merrill Lynch Pierce Fenner Smith Inc. 11/10/00 Sale 10,000 19.99
Merrill Lynch Pierce Fenner Smith Inc. 17/10/00 Purchase 63 19.63
</TABLE>
(b)
<TABLE>
<CAPTION>
Number of
AMVESCAP
Party Date Transaction Shares Price in(pound)
<S> <C> <C> <C> <C>
Perpetual Unit Trust Management (Nominees) Limited 08/05/00 Purchase 225 8.78
Perpetual Unit Trust Management (Nominees) Limited 08/05/00 Sale 192 8.78
Perpetual Unit Trust Management (Nominees) Limited 09/05/00 Sale 5 8.85
Perpetual Unit Trust Management (Nominees) Limited 09/05/00 Sale 6 8.85
</TABLE>
115
<PAGE> 117
<TABLE>
<CAPTION>
Number of
AMVESCAP
Party Date Transaction Shares Price in(pound)
<S> <C> <C> <C> <C>
Perpetual Unit Trust Management (Nominees) Limited 09/05/00 Sale 29 8.85
Perpetual Unit Trust Management (Nominees) Limited 26/07/00 Purchase 60 11.13
Perpetual Unit Trust Management (Nominees) Limited 03/08/00 Sale 57 11.13
Perpetual Unit Trust Management (Nominees) Limited 03/08/00 Sale 100 11.82
Perpetual Unit Trust Management (Nominees) Limited 16/08/00 Purchase 641 12.88
Perpetual Unit Trust Management (Nominees) Limited 16/08/00 Purchase 280 12.90
Perpetual Unit Trust Management (Nominees) Limited 16/08/00 Sale 279 12.90
Perpetual Unit Trust Management (Nominees) Limited 16/08/00 Sale 641 12.88
Perpetual Unit Trust Management (Nominees) Limited 18/08/00 Purchase 350 12.99
Perpetual Unit Trust Management (Nominees) Limited 18/08/00 Purchase 200 12.99
Perpetual Unit Trust Management (Nominees) Limited 18/08/00 Sale 186 12.99
Perpetual Unit Trust Management (Nominees) Limited 18/08/00 Sale 320 12.99
Perpetual Unit Trust Management (Nominees) Limited 12/09/00 Purchase 253 13.77
Perpetual Unit Trust Management (Nominees) Limited 12/09/00 Sale 255 13.77
Perpetual Unit Trust Management (Nominees) Limited 04/10/00 Purchase 171 15.32
Perpetual Unit Trust Management (Nominees) Limited 04/10/00 Sale 175 15.32
Perpetual Unit Trust Management (Nominees) Limited 10/10/00 Sale 1 14.32
Perpetual Unit Trust Management (Nominees) Limited 10/10/00 Sale 2 14.32
</TABLE>
116
<PAGE> 118
<TABLE>
<CAPTION>
Number of
AMVESCAP
Party Date Transaction Shares Price in(pound)
<S> <C> <C> <C> <C>
Perpetual Unit Trust Management (Nominees) Limited 10/10/00 Sale 3 14.32
Perpetual Unit Trust Management (Nominees) Limited 11/10/00 Purchase 75 13.69
Perpetual Unit Trust Management (Nominees) Limited 11/10/00 Sale 72 13.69
</TABLE>
(c)
<TABLE>
<CAPTION>
Number of Price per
Party Date Transaction ADRs* ADR (US$)
<S> <C> <C> <C> <C>
Merrill Lynch Pierce Fenner Smith Inc. 07/08/00 Sale 10,000 87.94
Merrill Lynch Pierce Fenner Smith Inc. 07/08/00 Sale 4,000 88.38
Merrill Lynch Pierce Fenner Smith Inc. 07/08/00 Sale 100 88.38
Merrill Lynch Pierce Fenner Smith Inc. 07/08/00 Sale 1,800 88.38
Merrill Lynch Pierce Fenner Smith Inc. 07/08/00 Sale 2,900 88.38
Merrill Lynch Pierce Fenner Smith Inc. 07/08/00 Purchase 10,000 87.94
Merrill Lynch Pierce Fenner Smith Inc. 08/08/00 Purchase 2,800 87.97
Merrill Lynch Pierce Fenner Smith Inc. 08/08/00 Sale 100 90.00
Merrill Lynch Pierce Fenner Smith Inc. 08/08/00 Sale 1,100 90.00
Merrill Lynch Pierce Fenner Smith Inc. 08/08/00 Sale 400 90.13
Merrill Lynch Pierce Fenner Smith Inc. 08/08/00 Sale 500 90.00
Merrill Lynch Pierce Fenner Smith Inc. 08/08/00 Sale 100 90.00
Merrill Lynch Pierce Fenner Smith Inc. 09/08/00 Purchase 8,200 89.06
Merrill Lynch Pierce Fenner Smith Inc. 24/08/00 Sale 500 100.63
Merrill Lynch Pierce Fenner Smith Inc. 24/08/00 Purchase 200 100.63
Merrill Lynch Pierce Fenner Smith Inc. 24/08/00 Purchase 300 100.63
Merrill Lynch Pierce Fenner Smith Inc. 25/08/00 Purchase 900 98.75
Merrill Lynch Pierce Fenner Smith Inc. 25/08/00 Sale 2,500 109.00
Merrill Lynch Pierce Fenner Smith Inc. 29/08/00 Sale 1,000 100.88
Merrill Lynch Pierce Fenner Smith Inc. 29/08/00 Sale 5,000 101.56
Merrill Lynch Pierce Fenner Smith Inc. 29/08/00 Purchase 2,600 100.88
</TABLE>
117
<PAGE> 119
<TABLE>
<CAPTION>
Number of Price per
Party Date Transaction ADRs* ADR (US$)
<S> <C> <C> <C> <C>
Merrill Lynch Pierce Fenner Smith Inc. 29/08/00 Purchase 5,000 101.31
Merrill Lynch Pierce Fenner Smith Inc. 30/08/00 Sale 3,000 100.88
Merrill Lynch Pierce Fenner Smith Inc. 30/08/00 Purchase 1,000 100.56
Merrill Lynch Pierce Fenner Smith Inc. 30/08/00 Purchase 2,000 101.00
Merrill Lynch Pierce Fenner Smith Inc. 12/09/00 Sale 1,000 98.50
Merrill Lynch Pierce Fenner Smith Inc. 12/09/00 Purchase 1,000 98.50
Merrill Lynch Pierce Fenner Smith Inc. 27/09/00 Sale 1,800 106.38
Merrill Lynch Pierce Fenner Smith Inc. 27/09/00 Purchase 900 106.38
Merrill Lynch Pierce Fenner Smith Inc. 27/09/00 Purchase 900 106.38
</TABLE>
* Each ADR represents 5 AMVESCAP shares.
(e) GENERAL
(i) Save as disclosed in this paragraph 3, neither Perpetual nor
any of the directors of Perpetual nor any member of their
immediate families or connected persons owned, or controlled
or (in the case of directors of Perpetual and their immediate
families or connected persons) was interested in any relevant
securities as at 1 November 2000 (being the latest practicable
date prior to posting of this document), nor has any such
person dealt for value therein during the disclosure period.
(ii) Save as disclosed in this paragraph 3, neither AMVESCAP, nor
any of the directors of AMVESCAP, nor any member of their
immediate families or connected persons, nor any person acting
in concert with AMVESCAP, nor any person who has irrevocably
undertaken to accept the Offer, nor any person with whom
AMVESCAP or any person acting in concert with AMVESCAP has an
arrangement of the kind referred to in paragraph (iv) below
owned or controlled or (in the case of directors of AMVESCAP
and their immediate families or connected persons) was
interested in any relevant securities as at 1 November 2000
(being the latest practicable date prior to posting of this
document) nor has any such person dealt for value therein
during the disclosure period.
(iii) Save as disclosed in this paragraph 3, none of the directors
of Perpetual nor any member of their immediate families was
interested in any relevant securities as at 1 November 2000
(being the latest practicable date prior to posting of this
document) nor has any such person dealt for value therein
during the disclosure period and no bank, stockbroker,
financial or other professional adviser (other than an exempt
market-maker) to Perpetual (nor any person controlling,
controlled by, or under the same control as such bank,
stockbroker, financial or other professional adviser) nor any
subsidiary of Perpetual nor any pension fund of Perpetual or
of any of its subsidiaries, owned or controlled any relevant
securities as at 1 November 2000 (being the latest practicable
date prior to posting of this document) nor has any such
person dealt for value therein during the Offer Period.
(iv) Neither AMVESCAP nor any of its associates nor any person
acting in concert with AMVESCAP nor Perpetual nor any of its
associates has any arrangement in relation to relevant
securities. For these purposes "arrangement" includes any
indemnity or option arrangements 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) References in this paragraph 3 to:-
(A) an "associate" are to:-
118
<PAGE> 120
(1) subsidiaries and associated companies of
AMVESCAP or Perpetual and companies of which
any such subsidiaries or associated
companies are associated companies;
(2) banks, financial and other professional
advisers (including stockbrokers) to
AMVESCAP or Perpetual or a company covered
in paragraph (1) above, including persons
controlling, controlled by or under the same
control as such banks, financial or other
professional advisers;
(3) the directors of AMVESCAP or Perpetual and
the directors of any company covered in
paragraph (1) above (together in each case
with their close relatives and related
trusts);
(4) the pension funds of AMVESCAP or Perpetual
or any company covered in paragraph (1)
above; and
(5) (in relation to AMVESCAP or Perpetual) an
investment company, unit trust or other
person whose investments an associate (as
otherwise defined in this paragraph (v)(A))
manages on a discretionary basis, in respect
of the relevant investment accounts;
(B) a "bank" does not apply to a bank whose sole
relationship with AMVESCAP or Perpetual or a company
covered in paragraph (A)(1) above is the provision of
normal commercial banking services or such activities
in connection with the Offer as handling acceptances
and other registration work; and
(C) "relevant securities" mean existing Perpetual Shares
and AMVESCAP Shares and securities convertible into,
rights to subscribe for, options (including traded
options) in respect thereof and derivatives
referenced thereto.
(vi) For the purposes of this paragraph 3, 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 an aggregate holding, of 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 aggregate holdings gives de facto
control.
4. MARKET QUOTATIONS
The following table shows the middle market quotations for AMVESCAP Shares and
Perpetual Shares, as derived from the London Stock Exchange Daily Official List,
on the first dealing day of each month from June 2000 to November 2000
inclusive, on 5 May 2000 (being the last dealing day prior to the commencement
of the Offer Period) and on 1 November 2000 (being the last available date prior
to the posting of this document):-
<TABLE>
<CAPTION>
Date Middle Market Quotation Middle Market Quotation
AMVESCAP Shares Perpetual Shares
<S> <C> <C>
1 November 2000 1655.0p 4155p
2 October 2000 1500.0p 4035p
1 September 2000 1500.0p 4125p
1 August 2000 1160.0p 3810p
3 July 2000 1080.0p 3850p
1 June 2000 880.0p 3850p
5 May 2000 950.0p 3590p
</TABLE>
5. SERVICE AGREEMENTS
There are no service agreements in force between any director or proposed
director of Perpetual and Perpetual or any of its subsidiaries which have more
than 12 months to run and no such contract has been entered into or amended
within the six months preceding the date of this document.
6. MATERIAL CONTRACTS
(a) The following contracts (not being contracts entered into in the
ordinary course of business) have been entered into by AMVESCAP or any
of its subsidiaries since 8 May 1998 (being the date two years before
the commencement of the Offer Period) and are or may be material:-
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<PAGE> 121
(i) AMVESCAP completed its acquisition of the Trimark Financial
Corporation ("Trimark") (a Canadian company) on 1 August 2000.
At the date of its acquisition by AMVESCAP, Trimark had funds
under management of $16.7 billion. The consideration for this
acquisition amounted to approximately (pound)1.2 billion,
including transaction costs, and was satisfied by (pound)332
million in cash, the issue of 26.4 million AMVESCAP Shares or
shares exchangeable for AMVESCAP Shares and (pound)576 million
in equity subordinated debentures (the "Debentures").
Pursuant to AMVESCAP's acquisition of Trimark, AMVESCAP
entered into the following documents:--
(A) a merger agreement dated 1 August 2000, governed by
Canadian law (the "Merger Agreement"). The merger was
implemented under a plan of arrangement under the
Business Corporations Act (Ontario) as amended, which
provided that the Trimark shareholders could elect
(subject to certain limitations) to receive
exchangeable shares in the capital of AMVESCAP Inc.
(Nova Scotia) "AMVESCAP Inc.," ("Exchangeable
Shares"). AMVESCAP Shares, debentures or cash or a
combination thereof in exchange for their Trimark
shares. The plan also provided that any Trimark
option which was not exercised on or before 1 August
2000 became an option (exercisable at the original
exercise price (or, in certain very limited
circumstances at an increased price) of such options
in Trimark) to purchase such number of AMVESCAP
Shares as was equal to the exchange ratio defined
therein multiplied by the number of Trimark shares
subject to such Trimark option.
(B) a support agreement (the "Support Agreement") dated 1
August 2000 entered into between AMVESCAP, AVZ Callco
Inc. (Nova Scotia), a wholly owned subsidiary of
AMVESCAP, and AMVESCAP Inc., where AMVESCAP agreed to
ensure that AMVESCAP Inc. and AVZ Callco Inc. could
satisfy their respective obligations in respect of
the Exchangeable Shares.
The Support Agreement also states that if AMVESCAP is
subject to a takeover offer, it must use all
reasonable efforts to enable the holders of the
Exchangeable Shares to participate on economically
equivalent terms. Further, the Support Agreement
contains an anti-dilution covenant on the part of
AMVESCAP which prevents AMVESCAP from issuing
AMVESCAP Shares, convertible shares or options to
AMVESCAP Shareholders; distributing property to
AMVESCAP Shareholders; or altering its share capital
structure, in each case without either (a) the
approval of the holders of the Exchangeable Shares or
(b) economically equivalent arrangements being put in
place in favour of the holders of the Exchangeable
Shares. The measure of economic equivalence will be
determined by the board of directors of AMVESCAP Inc.
who are appointed by AMVESCAP.
(C) a voting and exchange trust agreement dated 1 August
2000 entered into between AMVESCAP, AMVESCAP Inc. and
the CIBC Mellon Trust Company (the "Trustee"). Under
this agreement the Trustee will be able to vote in
person or by proxy on any matters put before the
AMVESCAP Shareholders at an AMVESCAP general meeting.
Each holder of Exchangeable Shares is entitled to
instruct the Trustee to vote at any meeting at which
holders of AMVESCAP Shares are entitled to vote or to
attend the meeting personally and vote directly.
Under this agreement AMVESCAP and AMVESCAP Inc.
agreed to pay the Trustee for all services rendered
by it pursuant to the same. In addition, AMVESCAP and
AMVESCAP Inc. are liable to indemnify the Trustee
against any claims, losses, reasonable costs and
expenses incurred in compliance with its duties under
the Voting and Exchange Trust Agreement.
(D) The indenture dated 1 August 2000 (the "Indenture"),
pursuant to which Debentures were issued maturing on
the date that is three years from the date of the
Indenture. All amounts owing under the Debentures and
the Indenture are subordinated in right of payment to
all other senior indebtedness of AMVESCAP Inc. The
Debentures bear interest from 1 August 2000 at a rate
of 6 per cent. per annum payable semi-annually in
arrears at six month intervals in each year.
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<PAGE> 122
Each C$1,000 principal amount of Debentures issued is
convertible at any time, subject to notice and other
usual limitations as set out in the Indenture, at the
option of the holder prior to maturity into a number
of Exchangeable Shares calculated as of the date the
holder elects to convert the Debentures. The number
of Exchangeable Shares into which the Debentures are
convertible is equal to the lesser of (i) the
AMVESCAP share value and (ii) C$1,200 divided by the
current market price for the date of notice of
conversion. The Indenture provides for the adjustment
of the basis of calculation upon the occurrence of
certain dilutive events.
AMVESCAP Inc. also has the right at any time on at
least 20 days and not more than 30 days prior written
notice to redeem all of the Debentures for C$1,200
(plus accrued unpaid interest on such C$1,000
principal amount) (the "Redemption Amount") for each
C$1,000 principal amount of Debentures. Save for
certain limited circumstances, AMVESCAP Inc. has the
right to elect to redeem the Debentures by issuing
and delivering such number of Exchangeable Shares
which results from dividing the Redemption Amount by
95 per cent. of the current market price on the date
of the redemption notice. AMVESCAP Inc. also has the
right to purchase Debentures without giving notice in
the open market or by tender or private contract at
any price, except in certain limited circumstances.
AMVESCAP agreed to guarantee all of the payment
obligations and other obligations of AMVESCAP Inc.
under the Debentures and the Indenture. All of
AMVESCAP's obligations under such guarantee are
subordinated in right of payment to all other senior
indebtedness of AMVESCAP.
(ii) On 2 April 1998 AMVESCAP Shareholders approved in general
meeting the acquisition of the global asset management
business of Liechtenstein Global Trust AG (a company domiciled
in Liechtenstein) ("GT Global"), pursuant to an agreement
dated 30 January 1998. The consideration of (pound)499 million
was satisfied by the issuance of 42.5 million AMVESCAP Shares
valued at (pound)273.8 and (pound)225.2 million in cash. This
transaction was completed on 29 May 1998.
(b) Neither Perpetual nor any of its subsidiaries has entered into any
contracts (not being contracts entered into in the ordinary course of
business) since 8 May 1998 (being the date two years before the
commencement of the Offer Period), which are or may be material.
7. FINANCING ARRANGEMENTS
It is estimated that full acceptance of the Offer (assuming no election
of the Loan Note Alternative and full exercise of options under the
Perpetual Option Schemes) would require the payment by AMVESCAP of a
maximum amount of approximately (pound)309 million in cash. The cash
element of the Offer is being funded out of AMVESCAP's own resources
and existing committed syndicated facilities co-arranged by the Bank of
America N.A. and Citibank N.A. Schroder Salomon Smith Barney are
satisfied that AMVESCAP has the necessary financial resources available
to satisfy full acceptance of the Offer.
8. OTHER INFORMATION
(a) The expenses of, and incidental to, the preparation and circulation of
the Offer document will be paid by AMVESCAP.
(b) Mr Roberto de Guardiola discloses, in his capacity as both a director
of AMVESCAP and as a director of de Guardiola Advisors, Inc., that de
Guardiola Advisors, Inc. is receiving a fee from AMVESCAP in connection
with advice given to the Company in connection with the Offer.
(c) No agreement, arrangement or understanding (including any compensation
arrangement) exists between AMVESCAP or any party acting in concert
with AMVESCAP and any of the directors, or recent directors,
shareholders or recent shareholders of Perpetual having any connection
with or dependence upon the Offer.
(d) There is no agreement, arrangement or understanding whereby the
beneficial ownership of any of the Perpetual Shares acquired by
AMVESCAP in pursuance of the Offer will be transferred to any other
person, save that AMVESCAP reserves the right to transfer any such
shares to any of its subsidiaries.
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<PAGE> 123
(e) AMVESCAP does not intend that the payment of interest on, repayment of
or security for any liability (contingent or otherwise) will depend to
any significant extent on the business of Perpetual.
(f) Schroder Salomon Smith Barney, which is regulated in the UK by The
Securities and Futures Authority Limited, has given and has not
withdrawn its written consent to the issue of this document with the
inclusion herein of the references to its name and its opinion in the
form and context in which they appear.
(g) Merrill Lynch, which is regulated in the UK by The Securities and
Futures Authority Limited, has given and has not withdrawn its written
consent to the issue of this document with the inclusion herein of the
references to its name and its recommendation in the form and context
in which they appear.
(h) Cazenove, who are regulated in the UK by The Securities and Futures
Authority Limited, have given and have not withdrawn their written
consent to the issue of this document with the inclusion herein of the
references to their name and their recommendation in the form and
context in which they appear.
(i) De Guardiola Advisors, Inc. has given and has not withdrawn its written
consent to the issue of this document with the inclusion herein of the
references to its name in the form and context in which they appear.
(j) Save as disclosed in this document, there has been no material change
in the financial or trading position of AMVESCAP since 31 December 1999
(the date to which the last audited accounts of AMVESCAP were
prepared).
(k) Save as disclosed in this document, there has been no material change
in the financial or trading position of Perpetual since 30 September
1999 (the date to which the last audited accounts of Perpetual were
prepared).
(l) The total emoluments receivable by the directors of AMVESCAP will not
be affected as a result of the acquisition of the Perpetual Shares
pursuant to the Offer or any associated transaction.
9. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection during normal
business hours on any weekday (Saturdays and public holidays excepted) at the
offices of Ashurst Morris Crisp, Broadwalk House, 5 Appold Street, London EC2A
2HA throughout the period during which the Offer remains open for acceptance:-
(a) the memorandum and articles of association of AMVESCAP;
(b) the memorandum and articles of association of Perpetual;
(c) the audited consolidated accounts of AMVESCAP for the two years ended
31 December 1999;
(d) the audited consolidated accounts of Perpetual for the two years ended
30 September 1999;
(e) the material contracts referred to in paragraph 6 above;
(f) the letter of valuation of the Loan Notes by Schroder Salomon Smith
Barney referred to in paragraph 3 of the letter from Schroder Salomon
Smith Barney;
(g) a draft (subject to modification) of the Loan Note Instrument;
(h) the letters of consent referred to in paragraphs 8(f) -- (i) above;
(i) the irrevocable undertakings to accept the Offer referred to in
paragraph 3(a)(iv) above; and
(j) the Offer document and the Form of Acceptance.
2 November 2000
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APPENDIX VI DEFINITIONS
The following definitions apply throughout this document unless the context
requires otherwise:-
<TABLE>
<S> <C>
"AMVESCAP" or "Company" AMVESCAP PLC
"AMVESCAP Shareholders" holders of AMVESCAP Shares
"AMVESCAP Shares" ordinary shares of 25p each in the capital of AMVESCAP
"Cazenove" Cazenove & Co.
"certificated" or "certificated form" a share or other security which is not in uncertificated form
"City Code" or "Code" The City Code on Takeovers and Mergers
"Companies Act" the Companies Act 1985, as amended
"CREST" the computerised settlement system to facilitate the transfer of title
to shares in uncertificated form, operated by CrestCo
"CRESTCo" CRESTCo Limited
"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
"Form" or "Form of Acceptance" the form of acceptance, election and authority relating to the Offer
accompanying this document
"Interim Results" the interim results for Perpetual for the six months ended 31 March 2000
"LIBOR" London inter-bank offered rate expressed as a rate per annum for six month
sterling deposits
"Loan Note Alternative" the alternative whereby eligible Perpetual Shareholders who validly accept
the Offer may elect to receive Loan Notes in lieu of all or part of the
cash consideration to which they would otherwise have been entitled under
the Offer
"Loan Note Instrument" the AMVESCAP loan note instrument constituting the Loan Notes
"Loan Notes" the variable rate unsecured loan notes of AMVESCAP to be issued pursuant to
the Loan Note Alternative
"London Stock Exchange" London Stock Exchange plc
"member account ID" the identification code or number attached to any member account in CREST
"Merrill Lynch" Merrill Lynch International
"new AMVESCAP Shares" the new AMVESCAP Shares proposed to be issued credited as fully paid
pursuant to the Offer
"Offer" the recommended offer by Schroder Salomon Smith Barney on behalf of
AMVESCAP, to acquire the Perpetual Shares and including, where the context
so permits, the Loan Note Alternative on the terms and subject to the
conditions set out in this document, and where the context so requires, any
subsequent revision, variation, extension or renewal of such Offer
"Official List" the Official List of the UK Listing Authority
"Panel" The Panel on Takeovers and Mergers
</TABLE>
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<PAGE> 125
<TABLE>
<S> <C>
"participant ID" the identification code or membership number used in CREST to identify a
particular CREST member or other CREST participant
"Perpetual" Perpetual plc
"Perpetual Board" the board of directors of Perpetual as constituted from time to time
"the Perpetual Group" Perpetual and its subsidiary undertakings
"Perpetual Option Holders" holders of options under the Perpetual Share Option Schemes
"Perpetual Shareholders" holders of Perpetual Shares
"Perpetual Share Option Schemes" the 1985 Inland Revenue approved share option scheme and the 1987
unapproved share option scheme
"Perpetual Shares" the existing unconditionally allotted or issued and fully paid ordinary
shares of 10p each in the capital of Perpetual and any further shares which
are unconditionally allotted or issued before the date on which the Offer
ceases to be open for acceptance (or such earlier date(s) as AMVESCAP may,
subject to the Code, determine)
"Regulations" the Uncertificated Securities Regulations 1995
"Schroder Salomon Smith Barney" Salomon Brothers International Limited trading as Schroder Salomon Smith
Barney
"Securities Act" the United States Securities Act of 1933 (as amended)
"TFE instruction" a transfer from escrow instruction (as defined by the CREST Manual issued
by CRESTCo)
"the AMVESCAP Group" AMVESCAP and its subsidiary undertakings
"TTE instruction" a transfer to escrow instruction (as defined by the CREST Manual issued by
CRESTCo)
"UK Listing Authority" the Financial Services Authority in its capacity as the competent authority
for listing in the UK under Part IV of the Financial Services Act 1986
"uncertificated" or a share or security which is for the time being recorded on the relevant
"in uncertificated form" register of members 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 Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States and the District of Columbia, and all other areas subject
to its jurisdiction or any subdivisions thereof
"(pound)" or "pounds sterling" UK pounds sterling
"p" or "pence" UK pence
"$" United States dollars
"C$" Canadian dollars
</TABLE>
All times referred to in this document are London time.
For the purposes of this document "subsidiary", "subsidiary undertaking" and
"parent undertaking" have the same meanings given to them by the Companies Act.
Terms defined in the CREST Manual shall, unless the context requires otherwise,
bear the same meanings where used in this document.
Salomon Smith Barney is a service mark of Salomon Smith Barney Inc. and
Schroders is a trademark of Schroders Holdings plc and is used under licence.
Printed by BURRUPS, a St Ives Company B 609796
London Paris Frankfurt Luxembourg New York Philadelphia
Washington DC Hong Kong Tokyo
<PAGE> 126
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMVESCAP PLC
---------------------------
(Registrant)
Date 3RD NOVEMBER, 2000 By /s/ MICHAEL S. PERMAN
------------------ -------------------------
(Signature)
Michael S. Perman
Company Secretary
