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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Brockhampton | LSE:BHD | London | Ordinary Share | GB0001440055 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:0538M South Downs Limited 24 October 2001 South Downs Limited Offer for Brockhampton - pt3 APPENDIX I CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFERS Part A: Conditions of the Offers 1. Conditions of the Ordinary Offer The Ordinary Offer (which in this Appendix is deemed to include, where relevant, references to the Loan Note Alternative) will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. (London time) on the first closing date of the Ordinary Offer (or such later time(s) and/or date(s) as South Downs may, subject to the rules of the Code, decide) in respect of not less than 90 per cent. (or such lower percentage as South Downs may decide) in nominal value of the Brockhampton Ordinary Shares to which the Ordinary Offer relates provided that this condition will not be satisfied unless South Downs shall have acquired or agreed to acquire (whether pursuant to the Ordinary Offer or otherwise) Brockhampton Ordinary Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Brockhampton, including for this purpose (to the extent, if any, required by the Panel) any such voting rights attaching to any Brockhampton Ordinary Shares that are unconditionally allotted or issued before the Ordinary Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise and, for this purpose: (i) the expression "Brockhampton Ordinary Shares to which the Offer relates" shall be construed in accordance with sections 428 to 430F of the Act; and (ii) Brockhampton Ordinary Shares which have been unconditionally allotted shall be deemed to carry the voting rights which they will carry upon issue; (b) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. (London time) on the first closing date of the "A" Share Offer (or such later time(s) and/or date(s) as South Downs may, subject to the rules of the Code, decide) in respect of not less than 90 per cent. (or such lower percentage as South Downs may decide) in nominal value of the Brockhampton "A" Shares to which the "A" Share Offer relates; (c) no Third Party having intervened and there not continuing to be outstanding any statute, regulation or order of any Third Party in any case which would or might reasonably be expected to: (i) make the Offers, their implementation or the acquisition or proposed acquisition by South Downs of any or all of the shares or other securities in, or control of, Brockhampton void, illegal and/or unenforceable in or under the laws of any relevant jurisdiction, or otherwise directly or indirectly restrain, prevent, prohibit, restrict or materially delay the Offers or such acquisition or impose additional materially adverse conditions or obligations with respect to the Offers or such acquisition, or otherwise materially impede, challenge or interfere with the Offers or such acquisition, or require amendment to the terms of the Offers or the proposed acquisition of any Brockhampton Shares or the acquisition of control of Brockhampton by South Downs which amendment is materially adverse to South Downs; (ii) require or prevent the divestiture by South Downs of any shares or other securities in Brockhampton; (iii) require or prevent the divestiture, or alter the terms envisaged for any proposed divestiture, by any member of the Wider South Downs Group or of the Brockhampton Group of all or any of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct any of their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof and, in the case of a member of the Brockhampton Group, where the same is materially adverse in the context of the Brockhampton Group; (iv) impose any limitation on, or result in a delay in, the ability of any member of the Wider South Downs Group or of the Brockhampton Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise management control over, any member of the Brockhampton Group or of the Wider South Downs Group and, in the case of a member of the Brockhampton Group, where the same is materially adverse in the context of the Brockhampton Group, and in such case where the same relates to a member of the Wider South Downs Group, only if the matter arises out of or is in connection with the Offers; (v) require any member of the Wider South Downs Group or of the Brockhampton Group to acquire, or to offer to acquire, any shares or other securities in any member of the Brockhampton Group (other than the Brockhampton Ordinary Shares and the Brockhampton "A" Shares) owned by any third party, and, in the case of a member of the Brockhampton Group, where the same is materially adverse in the context of the Brockhampton Group, and in such case where the same relates to a member of the Wider South Downs Group, only if the matter arises out of or is in connection with the Offers; (vi) impose any limitation on the ability of any member of the Wider South Downs Group or of the Brockhampton Group to integrate or co-ordinate its business, or any part of it, with the businesses of any other member of the Wider South Downs Group or of the Brockhampton Group, and, in the case of a member of the Brockhampton Group, where the same is materially adverse in the context of the Brockhampton Group, and in such case where the same relates to a member of the Wider South Downs Group, only if the matter arises out of or is in connection with the Offers; (vii) result in any member of the Wider South Downs Group or of the Brockhampton Group ceasing to be able to carry on business under any name under which it presently does so and, in the case of a member of the Brockhampton Group, where the same is materially adverse in the context of the Brockhampton Group, and in such case where the same relates to a member of the Wider South Downs Group, only if the matter arises out of or is in connection with the Offers; (viii) otherwise adversely affect any or all of the businesses, assets, profits or prospects of the Brockhampton Group or the Wider South Downs Group and, in the case of a member of the Brockhampton Group, where the same is materially adverse in the context of the Brockhampton Group, and in such case where the same relates to a member of the Wider South Downs Group, only if the matter arises out of or is in connection with the Offers; (d) the Secretary of State for Trade and Industry indicating, in terms reasonably satisfactory to South Downs, that it is her intention not to refer the proposed acquisition of Brockhampton by South Downs, or any related arrangements, to the Competition Commission and that such intention is not subject to any condition; (e) the Director General of Water Services indicating in respect of the acquisition of Brockhampton by South Downs and related arrangements including the intended subsequent refinancing of Portsmouth Water that it is not his intention to: (i) seek any modification to the terms and conditions of the Instrument of Appointment of Portsmouth Water as a water undertaker under the Water Industry Act 1991 that is not on terms reasonably satisfactory to South Downs and there being no agreement by or on behalf of Portsmouth Water, Brockhampton or any other member of the Brockhampton Group to any such modification except in each case on terms reasonably satisfactory to South Downs; and (ii) exercise his powers and fulfil his functions under the Water Industry Act 1991, including with respect to the price controls to be applied to Portsmouth Water for the supply of goods and services covered by its Instrument of Appointment, on terms that are not reasonably satisfactory to South Downs; (f) all necessary filings having been made, all appropriate waiting and other time periods under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or terminated and all statutory or regulatory obligations in any relevant jurisdiction having been complied with, in each case in connection with the Offers or the acquisition of any shares or other securities in, or control of, Brockhampton or any other member of the Brockhampton Group by any member of the Wider South Downs Group; (g) all Authorisations reasonably considered necessary or appropriate by South Downs in any relevant jurisdictions for or in respect of the Offers or the acquisition or proposed acquisition of any shares or other securities in, or control of, Brockhampton or any other member of the Brockhampton Group by any member of the Wider South Downs Group or the carrying on by any member of the Brockhampton Group of its business as currently conducted having been obtained, in terms and in a form reasonably satisfactory to South Downs, from all appropriate Third Parties or from any persons or bodies with whom any member of the Brockhampton Group has entered into contractual arrangements, where the absence of any such Authorisation(s) would individually or collectively have a material adverse effect on the control of the Brockhampton Group, and all such Authorisations remaining in full force and effect and there being no notice of any intention to revoke or not to renew any of the same; (h) save as disclosed in Brockhampton's annual report and accounts for the year ended 31 March 2001 or as otherwise publicly announced by Brockhampton (by the delivery of an announcement to the Company Announcements Office of the London Stock Exchange) or as otherwise disclosed in writing to South Downs, in each case prior to 24 October 2001, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Brockhampton Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance which, as a consequence of the Offers or the acquisition or proposed acquisition of any shares or other securities in, or control of, Brockhampton or any other member of the Brockhampton Group by South Downs, would or might reasonably be expected to result in (to an extent which would be material in the context of the Brockhampton Group): (i) any monies borrowed by, or any other indebtedness or liabilities (actual or contingent) of, or grant available to, any member of the Brockhampton Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated repayment date, or the ability of any member of the Brockhampton Group to borrow monies or incur any indebtedness being withdrawn; (ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Brockhampton Group or any such mortgage, charge or other security interest becoming enforceable; (iii) any such arrangement, agreement, licence, permit, franchise or other instrument, or the rights, liabilities, obligations or interests of any member of the Brockhampton Group thereunder, being terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder; (iv) any asset or interest of any member of the Brockhampton Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged; (v) any member of the Brockhampton Group ceasing to be able to carry on business under any name under which it presently does so; (vi) the creation of liabilities (actual or contingent) by any such member; (vii) the rights, liabilities or interests of any member of the Brockhampton Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement(s) relating to any such interests or business) being terminated or adversely affected; or (viii) the financial or trading position or value of any member of the Brockhampton Group being prejudiced or adversely affected, and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, might reasonably be expected to result in any of the events or circumstances which are referred to in paragraphs (i) to (viii) of this condition (h) where such result would be material in the context of the Brockhampton Group; (i) since 31 March 2001 and except as disclosed in Brockhampton's annual report and accounts for the year then ended or as otherwise publicly announced by Brockhampton (by the delivery of an announcement to the Company Announcements Office of the London Stock Exchange) or as otherwise disclosed in writing to South Downs, in each case prior to 24 October 2001, no member of the Brockhampton Group having: (i) issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities convertible into, or rights, warrants or options to subscribe for or acquire, any such shares (save as between Brockhampton and wholly-owned subsidiaries of Brockhampton and except for any options granted as disclosed in writing to South Downs prior to 24 October 2001 and any shares issued upon the exercise of any options granted under the Brockhampton Share Option Scheme); (ii) recommended, declared, paid or made, or proposed the recommendation, declaration or payment or making of, any bonus, dividend or other distribution whether in cash or otherwise (save to Brockhampton or a wholly-owned subsidiary of Brockhampton); (iii) made or authorised or proposed or announced any change in its loan capital (save as between Brockhampton and wholly-owned subsidiaries of Brockhampton) which is material in the context of the Brockhampton Group; (iv) (save as between Brockhampton and wholly-owned subsidiaries of Brockhampton) merged with or demerged or acquired any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any assets or authorised, proposed or announced its intentions so to do (in any such case to an extent which is material in the context of the Brockhampton Group); (v) (save as between Brockhampton and wholly-owned subsidiaries of Brockhampton) issued, authorised or proposed the issue of any debentures or incurred or increased any indebtedness or contingent liability which is, in any case, material in the context of the Brockhampton Group; (vi) (save as between Brockhampton and wholly-owned subsidiaries of Brockhampton) purchased, redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities or reduced or made, or proposed the reduction or making of, any other change to its share capital; (vii) entered into or varied, or authorised or proposed the entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which: (a) is of a long-term, onerous or unusual nature or magnitude and is material in the context of the Brockhampton Group; or (b) could reasonably be expected to be restrictive on the business of any member of the Brockhampton Group (to an extent which is material in the context of the Brockhampton Group) or of any member of the Wider South Downs Group; or (c) is other than in the ordinary course of business and is material in the context of the Brockhampton Group; (viii) entered into, implemented, effected, authorised or proposed or announced its intention to enter into, implement, effect, authorise or propose any contract, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement and which is material in the context of the Brockhampton Group; (ix) entered into or varied or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract with any of the directors or Senior Executives of any member of the Brockhampton Group; (x) taken or proposed any corporate action or had any legal proceedings instituted or threatened against it or petition presented for its winding-up (voluntarily or otherwise), 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 or for any analogous proceedings or steps in any jurisdiction or for the appointment of any analogous person in any jurisdiction, in each case where the consequence would be material in the context of the Brockhampton Group; (xi) been unable or admitted in writing that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business, in each case where the consequence would be material in the context of the Brockhampton Group; (xii) waived or compromised any claim which is material in the context of the Brockhampton Group; (xiii) made any alteration to its memorandum or articles of association, or other incorporation documents, which is material in the context of the Brockhampton Group; (xiv) entered into any agreement, contract, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or announced any intention with respect to any of the transactions, matters or events referred to in this condition (i); (j) since 31 March 2001 and except as disclosed in Brockhampton's annual report and accounts for the year then ended or as otherwise publicly announced by Brockhampton (by the delivery of an announcement to the Company Announcements Office of the London Stock Exchange) prior to 24 October 2001: (i) there having been no material adverse change or deterioration in the business, assets, financial or trading position, profits or prospects of any member of the Brockhampton Group which, in any case, is material in the context of the Brockhampton Group; (ii) no litigation, arbitration proceedings, prosecution or other legal or regulatory proceedings to which any member of the Brockhampton Group is or is expected to become a party (whether as plaintiff or defendant or otherwise) or any investigation by any Third Party having been threatened, announced or instituted by or against or in respect of any member of the Brockhampton Group or remaining outstanding against or in respect of any member of the Brockhampton Group which, in any such case, is material in the context of the Brockhampton Group; and (iii) there having been no enquiry or investigation by, or complaint or reference to, any Third Party in respect of any member of the Brockhampton Group and no such enquiry, investigation, complaint or reference having been threatened, announced, implemented, instituted or remaining outstanding which, in any such case, is material in the context of the Brockhampton Group; (k) South Downs not having discovered: (i) that any financial or business or other information concerning the Brockhampton Group disclosed at any time by or on behalf of any member of the Brockhampton Group, whether publicly or to any member of the Wider South Downs Group, is misleading or contains a misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading, which in any such case has not been corrected by disclosure by or on behalf of any member of the Brockhampton Group prior to 24 October 2001 and in any such case to an extent which is material in the context of the Brockhampton Group; (ii) save as disclosed in writing to South Downs prior to 24 October 2001 or publicly announced prior to 24 October 2001 by Brockhampton (by the delivery of an announcement to the Company Announcements Office of the London Stock Exchange), that any member of the Brockhampton Group is subject to any liability (contingent or otherwise) which is not disclosed in Brockhampton's annual report and accounts for the financial year ended 31 March 2001 and which is material in the context of the Brockhampton Group; (iii) any information which adversely affects the import of any information disclosed prior to 24 October 2001 by any member of the Brockhampton Group to South Downs to an extent which is material in the context of the Brockhampton Group taken as a whole; (l) South Downs not having discovered, save as disclosed in writing to South Downs prior to 24 October 2001: (i) that any past or present member of the Brockhampton Group has not complied with all applicable legislation, regulations and licences of any relevant jurisdiction with regard to the disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters, or that there has otherwise been any such disposal, discharge, spillage, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation, regulations and licences and wherever the same may have taken place) which, in any such case, would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the Brockhampton Group which would be material in the context of the Brockhampton Group; (ii) that there is, or is likely to be, any liability (whether actual or contingent) to make good, repair, reinstate, carry out intrusive investigations or clean up any property now or previously owned, occupied or made use of by any past or present member of the Brockhampton Group, any adjoining or neighbouring property where the liability to make good, repair, reinstate or clean up is reasonably likely to fall on any past or present member of the Brockhampton Group or any controlled waters under any environmental legislation, regulation, notice, licence, consent, circular or order of any relevant authority or Third Party or otherwise, which would be material in the context of the Brockhampton Group; or (iii) that circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or service now or previously sold or carried out by any past or present member of the Brockhampton Group which, in any such case, would be material in the context of the Brockhampton Group; and (m) no change having been made or action having been taken or proposed by any relevant person, which would be material in the context of the Brockhampton Group, to: (i) amend the provisions governing the Brockhampton Pension Scheme; or (ii) increase the level of contributions payable by Brockhampton into the Brockhampton Pension Scheme above that payable on 24 October 2001; or (iii) increase the long term cost of the Brockhampton Pension Scheme to Brockhampton. 2. Conditions of the "A" Share Offer The "A" Share Offer (which in this Appendix is deemed to include, where relevant, references to the Loan Note Alternative) will be subject to the following conditions: (a) the Ordinary Offer becoming or being declared unconditional in all respects; and (b) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. (London time) on the first closing date of the "A" Share Offer (or such later time(s) and/or date(s) as South Downs may, subject to the rules of the Code, decide) in respect of not less than 90 per cent. (or such lower percentage as South Downs may decide) in nominal value of the Brockhampton "A" Shares to which the "A" Share Offer relates. For the purpose of the conditions of the Offers set out above: (a) "Third Party" means any government, government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority (including any national anti-trust or merger control authorities), court, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction; (b) a Third Party shall be regarded as having "intervened" if it has announced a decision to take, institute, implement or threaten any action, proceedings, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order, or taken any measures or other steps or required any action to be taken or information to be provided and "intervene" shall be construed accordingly; (c) the "Wider South Downs Group" means South Downs Capital, the subsidiaries and subsidiary undertakings of South Downs Capital, the RBS Group, and the subsidiaries and subsidiary undertakings of the RBS Group; (d) "Authorisations" means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, permissions and approvals; (e) "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given by the Companies Act 1985 (but for this purpose ignoring paragraph 20(1)(B) of Schedule 4A of the Companies Act 1985); and (f) "Senior Executive" means any employee having an annual salary in excess of #50,000 (excluding benefits). Subject to the requirements of the Panel, South Downs reserves the right to waive all or any of the above conditions, in whole or in part, except condition 1(a). Conditions 1(b) to (m) (inclusive) and conditions 2(a) and (b) must be fulfilled or waived by midnight on the 21st day after the later of the first closing date of the Offers and the date on which condition 1(a) becomes or is declared fulfilled (or such later date as the Panel may agree), failing which the Offers will lapse. South Downs shall be under no obligation to waive or treat as fulfilled any of conditions 1(b) to (m) (inclusive) by a date earlier than the latest date specified above for the fulfilment thereof notwithstanding that the other conditions of the Offers 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 South Downs is required by the Panel to make an offer for Brockhampton Shares under the provisions of Rule 9 of the Code, South Downs may make such alterations to the conditions of the Offers, including condition 1(a), as are necessary to comply with the provisions of that Rule. The Offers will lapse if, before the later of 3.00 p.m. on the first closing date of the Offers and the date when the Offers become or are declared unconditional as to acceptances, the proposed acquisition of Brockhampton by South Downs is referred to the Competition Commission. If the Offers lapse, the Offers will cease to be capable of further acceptance and Brockhampton Shareholders accepting the Offers and South Downs shall, upon the Offers lapsing, cease to be bound by acceptances delivered on or before the date on which the Offers lapse. Appendix II Definitions ""A" Share Offer" the recommended cash offer to be made by Rothschild on behalf of South Downs to acquire all of the issued and to be issued Brockhampton "A" Shares on the terms and subject to the conditions to be set out or referred to in the Offer Document and including, where the context permits, the Loan Note Alternative, any elections available thereunder and/or any subsequent revision, variation, extension or renewal of such offer "Act" the Companies Act 1985, as amended "Australia" the Commonwealth of Australia, its states, territories and possessions "Board" the board of directors of Brockhampton "Brockhampton" or Brockhampton Holdings plc "the Company" "Brockhampton "A" holders of Brockhampton "A" Shares Shareholders" "Brockhampton "A" "A" ordinary non-voting shares of 10p Shares" each in Brockhampton "Brockhampton Group" Brockhampton and its subsidiary undertakings and, where the context permits, each of them "Brockhampton holders of Brockhampton Ordinary Ordinary Shares Shareholders" "Brockhampton ordinary voting shares of 10p each in Ordinary Shares" Brockhampton "Brockhampton Pension Brockhampton's retirement benefit Scheme" scheme, formerly known as the Portsmouth Water Company Retirement Benefit Scheme "Brockhampton Share the Brockhampton Holdings plc Savings Option Scheme" Related Share Option Scheme "Brockhampton holders of Brockhampton Shares Shareholders" "Brockhampton Shares" Brockhampton Ordinary Shares and Brockhampton "A" Shares "business day" a day on which banks are open for business in London (excluding Saturdays, Sundays and public holidays) "Canada" Canada, its provinces and territories "Close Brothers" Close Brothers Corporate Finance Limited "Closing Price" closing middle-market quotation of the relevant share at the close of business on a particular trading day as derived from the Daily Official List "Code" The City Code on Takeovers and Mergers "Daily Official List" the Daily Official List of the London Stock Exchange "Drummond Capital" Drummond Capital Limited "ESOT" the Brockhampton Holdings plc Employee Share Ownership Trust "Forms of Acceptance" the forms of acceptance, authority and election relating to the Offers to be despatched to Brockhampton Shareholders with the Offer Document "Independent Mr Martin Copp, Mr Hugh Pringle and Mr Directors" John King "Instrument of the Instrument of Appointment by the Appointment" Secretary of State for the Department for Environment, Food and Rural Affairs of Portsmouth Water as a water undertaker under the Water Act 1989 (as amended) "Investment the agreement dated 24 October 2001 Agreement" made between (1) Management, (2) RBIL, (3) South Downs Capital, (4) South Downs and (5) The South Downs Employee Benefit Trust relating to the ownership and management of South Downs Capital, more details of which are to be set out in the Offer Document "Japan" Japan, its provinces and territories "LIBOR" London Inter-Bank Offered Rate "Loan Notes" the guaranteed as to principal unsecured redeemable loan notes 2005 to be issued pursuant to the Offers "Loan Note the alternative whereby eligible Alternative" Brockhampton Shareholders validly accepting the Offers may elect to receive Loan Notes in lieu of all or part of the cash consideration to which they would otherwise be entitled under the Offers "London Stock London Stock Exchange plc Exchange" "Management" Messrs Nicholas Roadnight, Neville Smith, Andrew Neve and John Cogley, existing executives of the Brockhampton Group "Offer Document" the document to be sent to Brockhampton Shareholders setting out the terms and conditions of the Offers "Offers" the Ordinary Offer and the "A" Share Offer, and "Offer" means either of them as the context requires "Official List" the official list maintained by the UKLA "Ofwat" Office of Water Services "Ordinary Offer" the recommended cash offer to be made by Rothschild on behalf of South Downs to acquire all of the issued and to be issued Brockhampton Ordinary Shares on the terms and subject to the conditions to be set out or referred to in the Offer Document and including, where the context permits, the Loan Note Alternative, any elections available thereunder and/or any subsequent revision, variation, extension or renewal of such Offer "Panel" The Panel on Takeovers and Mergers "Portsmouth Water" Portsmouth Water plc, the regulated subsidiary of Brockhampton "RBIL" Royal Bank Investments Limited "RBS" The Royal Bank of Scotland plc "RBSG" The Royal Bank of Scotland Group plc "RBS Group" The Royal Bank of Scotland Group plc and its subsidiaries "Regulated Capital regulated capital value, as defined Value" and determined by Ofwat "Regulator" Ofwat "Rothschild" N M Rothschild & Sons Limited "Securities Act" the United States Securities Act of 1933, as amended "South Downs" South Downs Limited "South Downs Capital" South Downs Capital Limited, the holding company which owns the entire issued share capital of South Downs "The South Downs the South Downs employee benefit trust Employee Benefit established on 24 October 2001, which Trust" is to hold an equity interest in South Downs Capital "UK" the United Kingdom of Great Britain and Northern Ireland "UKLA" the UK Listing Authority, being the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part IV of the Financial Services Act 1986 "Underlying Regulated Regulated Capital Value as at 31 March Capital Value" 2001, adjusted for capital efficiencies to 31 March 2000 identified by Ofwat, capital expenditure planned and allowed by Ofwat for the year to 31 March 2001 which has been deferred to later years within the current review period and other minor consequential adjustments "USA" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other jurisdictions subject to the jurisdiction of the United States
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