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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Alto Metals Ltd (delisted) | ASX:ENU | Australian Stock Exchange | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0 | - |
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RNS Number:7279M
Enneurope PLC
24 June 2003
24 June 2003
This announcement is not for release, publication or distribution in or into the
United States, Australia, Canada, Japan or the Republic of Ireland.
RECOMMENDED OFFERS BY ALTIUM CAPITAL LIMITED
ON BEHALF OF ENNEUROPE PLC FOR
THE ENTIRE ISSUED ORDINARY SHARE CAPITAL AND WARRANTS OF NEW OPPORTUNITIES INVESTMENT TRUST PLC
SUMMARY
* The boards of Enneurope and NOIT today announce that they have reached agreement on the
terms of the recommended Offers to be made by Altium Capital on behalf of Enneurope for
the entire issued and to be issued share capital and Warrants of NOIT. The NOIT Board
has withdrawn its recommendation of the offers made by Jubilee.
* Under the Share Offer, NOIT Shareholders will receive 2 New Enneurope Shares for every 1
NOIT Share held.
* Under the Warrant Offer, Warrantholders will receive 1 New Enneurope Share for every 10
Warrants held.
* Accepting NOIT Shareholders and Warrantholders will also receive a pro rata entitlement
to 60 per cent. of the net surplus disposal proceeds of the NOIT Portfolio.
* As at the date of this announcement, Enneurope owns or has received irrevocable
undertakings to accept the Offers in respect of 6,489,375 NOIT Shares (representing
approximately 27.6 per cent. of NOIT's issued ordinary share capital) and 1,199,560
Warrants (representing approximately 27.5 per cent. of the issued Warrants).
* The share element of the Offers values the existing issued share capital of NOIT and
Warrants at approximately #10.7 million in aggregate (on the basis of the Closing Price
of an Enneurope Share of 22.5p on 23 June 2003, being the dealing day immediately prior
to the date of this announcement).
* The share element of the Share Offer values each NOIT Share at 45p (on the basis of the
Closing Price of an Enneurope Share of 22.5p on 23 June 2003, being the dealing day
immediately prior to the date of this announcement) and represents a premium of
approximately 55.2 per cent. over the Closing Price of 29p per NOIT Share on 23 June
2003 (being the dealing day immediately prior to the date of this announcement) and a
premium of approximately 21.6 per cent. over the Closing Price of 37p per NOIT Share on
24 February 2003 (being the last dealing day prior to the announcement by Jubilee of its
proposed offer for NOIT).
* The share element of the Warrant Offer values each Warrant at 2.25p (on the basis of the
Closing Price of an Enneurope Share of 22.5p on 23 June 2003 (being the dealing day
immediately prior to the date of this announcement) and a discount of approximately 35.7
per cent. over the Closing Price of 3.5p per Warrant on 24 February 2003 (being the last
dealing day prior to the announcement by Jubilee of its proposed offer for NOIT) and a
discount of approximately 43.8 per cent. over the Closing Price of 4p per Warrant on 23
June 2003 (being the last dealing day prior to this announcement).
* Enneurope has raised, conditional upon the Share Offer becoming or being declared
unconditional in all respects, #2.75 million via a placing of 13,750,000 new Enneurope
Shares at 20 pence per share. The funds raised will be used, inter alia, to procure
repayment of debt owed by NOIT to HSBC.
* In view of the size of the proposed Acquisition, the Offers are conditional, inter alia,
on the approval of the Acquisition by Enneurope Shareholders. The Enneurope Directors
will recommend to the holders of Enneurope Shares that they should vote in favour of the
resolutions to be proposed at the Extraordinary General Meeting to approve the Offers
and related matters. Certain Enneurope Shareholders have irrevocably undertaken to vote
in favour of the resolutions to be proposed at the Extraordinary General Meeting to
approve the Offers and related matters in respect of their shareholdings in Enneurope
amounting, in aggregate, to 4,388,202 Enneurope Shares, representing approximately 55.0
per cent. of the existing issued ordinary share capital of Enneurope.
* The Offer Document and Forms of Acceptance will be despatched as soon as practicable.
The above summary must be read in conjunction with the full text of the following announcement.
For further information, please contact:
Enneurope plc
Vaughan McLeod/John Barlow 01332 694444
Altium Capital
Phil Adams 0161 831 9133
New Opportunities Investment Trust PLC
James Dawnay 07811 445 644
Intelli Corporate Finance
Gordon Neilly 020 7653 6300
Altium Capital, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
Enneurope as financial adviser (within the meaning of the Rules of the Financial Services Authority) and no one else in
connection with the Offers and is not advising any other person or treating any other person as its client in relation
thereto and will not be responsible to anyone other than Enneurope for providing the protections afforded to clients of
Altium Capital or for providing advice in relation to the Offers, the contents of this announcement or any other
matters referred to herein.
Intelli Corporate Finance, which is authorised and regulated in the United Kingdom by the Financial Services Authority,
is acting exclusively for NOIT as financial adviser (within the meaning of the Rules of the Financial Service
Authority) and no one else in connection with the Offers and is not advising any other person or treating any other
person as its client in relation thereto and will not be responsible to anyone other than NOIT for providing the
protections afforded to clients of Intelli Corporate Finance or for providing advice in relation to the Offers, the
contents of this document or any other matters referred to herein.
24 June 2003
This announcement is not for release, publication or distribution in or into the
United States, Australia, Canada, Japan or the Republic of Ireland.
RECOMMENDED OFFERS BY ALTIUM CAPITAL LIMITED
ON BEHALF OF ENNEUROPE PLC FOR
THE ENTIRE ISSUED ORDINARY SHARE CAPITAL AND WARRANTS OF
NEW OPPORTUNITIES INVESTMENT TRUST PLC
1. INTRODUCTION
The boards of Enneurope and NOIT today announce that they have reached agreement on the terms of
recommended Offers to be made by Altium Capital on behalf of Enneurope for the entire issued and to be
issued share capital and Warrants of NOIT.
The share element of the Offers values the existing issued ordinary share capital of NOIT and Warrants
at approximately #10.7 million in aggregate (on the basis of the Closing Price of an Enneurope Share of
22.5p on 23 June 2003, being the dealing day immediately prior to the date of this announcement).
2. THE TERMS OF THE OFFERS
The Offers, which are subject to the conditions and further terms set out below (and in Appendix I to
this announcement) and will be set out in the Offer Document to be posted to NOIT Shareholders and
Warrantholders shortly, will be made on the following basis:
A. The Share Offer
On behalf of Enneurope, Altium Capital will offer to acquire, on the terms and subject to the conditions
to be set out in the Offer Document and the relevant Form of Acceptance, the NOIT Shares (other than the
NOIT Shares already owned by Enneurope) on the following basis:
2 New Enneurope Shares together with a pro rata for every 1 NOIT Share
Participation Note
and so in proportion for any other number of NOIT Shares held.
Details of the rights attaching to the Participation Notes are set out below.
The Share Offer also extends to any NOIT Shares issued pursuant to the exercise of the Warrants.
Details of the Warrant Offer are set out below.
The share element of the Share Offer values each NOIT Share at 45p, on the basis of the Closing Price of
an Enneurope Share of 22.5p on 23 June 2003 (being the dealing day immediately prior to the date of this
announcement), and represents a premium of approximately 55.2 per cent. over the Closing Price of 29p
per NOIT Share on 23 June 2003 (being the dealing day immediately prior to the date of this
announcement) and a premium of approximately 21.6 per cent. over the Closing Price of 37p per NOIT Share
on 24 February 2003 (being the last dealing day prior to Jubilee announcing its proposed offer for
NOIT).
B. The Warrant Offer
On behalf of Enneurope, Altium Capital will offer to acquire, on the terms and subject to the conditions
to be set out in the Offer Document and the relevant Form of Acceptance, all of the Warrants that have
been issued but are unexercised (other than Warrants held by Enneurope), on the following basis:
1 Enneurope Share together with a pro rata Participation for every 10 Warrants
Note
and so in proportion for any other number of Warrants held. Fractions of New Enneurope Shares will not
be allotted under the Warrant Offer and the entitlement of accepting Warrantholders will be rounded down
to the nearest whole number.
Details of the rights attaching to the Participation Notes are set out below.
The share element of the Warrant Offer values each Warrant at 2.25p (on the basis of the Closing Price
of an Enneurope Share of 22.5p on 23 June 2003 (being the dealing day immediately prior to the date of
this announcement) and a discount of approximately 35.7 per cent. over the Closing Price of 3.5p per
Warrant on 24 February 2003 (being the last dealing day prior to the announcement by Jubilee of its
proposed offer for NOIT) and a discount of approximately 43.8 per cent. over the Closing Price of 4p per
Warrant on 23 June 2003 (being the last dealing day prior to this announcement).
Full acceptance of the Offers by NOIT Shareholders and Warrantholders (excluding Enneurope) would
involve the issue of up to 45,722,657 New Enneurope Shares, representing approximately 67.78 per cent.
of the issued ordinary share capital of Enneurope as enlarged by the issue of the New Enneurope Shares
and the Placing Shares.
Application will be made to the London Stock Exchange for the New Enneurope Shares and the Placing
Shares to be admitted, and for the Existing Enneurope Shares to be re-admitted, to trading on AIM.
The New Enneurope Shares will be issued credited as fully paid and free from all liens, charges,
encumbrances and other interests and will rank pari passu in all respects with the existing issued
Enneurope Shares except for the right of the holders of New Enneurope Shares to receive a pro rata
Participation Note. Accordingly, the New Enneurope Shares will technically form a different class of
shares to the Existing Enneurope Shares but otherwise will have exactly the same rights as the Existing
Enneurope Shares.
The Offers will be conditional upon, inter alia, Admission and approval of the Acquisition by Enneurope
Shareholders.
C. The Participation Notes
NOIT holds a number of shareholdings in selected smaller companies listed on AIM and OFEX. It is
Enneurope's intention to realise the NOIT Portfolio in an orderly manner following the Share Offer
becoming wholly unconditional. Enneurope's aim would be to work with the directors and management teams
of companies within the NOIT Portfolio to maximise the realisation value of NOIT's investments. The
Enneurope Board has agreed that an amount equal to 60 per cent. of the net surplus disposal proceeds (as
described below) arising from realisation of the NOIT Portfolio will be paid to holders of New Enneurope
Shares. The balance of any such proceeds will be retained for the benefit of the Enlarged Group. Each
accepting NOIT Shareholder and Warrantholder (under the terms of the Offers) will receive a
Participation Note. Each Participation Note will represent a contingent entitlement (in the same
proportion that the number of New Enneurope Shares held by the relevant holder bears to the aggregate
number of New Enneurope Shares issued pursuant to the Offers) to the relevant amount of the net surplus
disposal proceeds.
The net surplus disposal proceeds will represent 60 per cent. of the balance, if any, of disposal
proceeds received in cash by NOIT from the disposal of investments in the NOIT Portfolio after:
(a) applying disposal proceeds to discharge all indebtedness owed to Enneurope (including, for the
avoidance of doubt, refinanced bank debt and any current account loans which Enneurope may make
to NOIT);
(b) deducting an amount equal to the costs incurred by Enneurope either directly or indirectly in
connection with the Offers and the issue of the New Enneurope Shares and the Placing Shares;
(c) paying or repaying all costs incurred by NOIT (directly or indirectly) in connection with the
Offers; and
(d) paying or repaying costs incurred in connection with such disposals, including providing for any
associated taxation liabilities.
The Participation Notes will be issued on terms that the entitlement to the Surplus Proceeds will be
transferred automatically if and to the extent that a holder of New Enneurope Shares transfers such
shares. The Participation Notes are not separately transferable. Accordingly, the contingent
entitlement to receive a proportion of the Surplus Proceeds will be coupled to the New Enneurope Shares
issued pursuant to the Offers. The persons entitled to receive Surplus Proceeds pursuant to the
Participation Notes will be those holders of the Participation Notes (i.e. the holders of New Enneurope
Shares) on the register at the relevant distribution record date.
It is intended that the payment of any Surplus Proceeds will be made to holders of Participation Notes
on the first anniversary of the Share Offer becoming or having been declared unconditional in all
respects and that subsequent payments will be made (if and to the extent that there are Surplus
Proceeds) to holders of Participation Notes at the end of each six months thereafter until the NOIT
Portfolio has been liquidated in full. The entitlement to the payment of any Surplus Proceeds will
terminate following any distribution of such proceeds on the fifth anniversary of the Share Offer
becoming or being declared unconditional in all respects and any Surplus Proceeds arising after that
date will be retained for the benefit of the Enlarged Group. The Participation Notes will only entitle
the holders of such notes to a proportion of the Surplus Proceeds to the extent that such proceeds can
be lent by NOIT to Enneurope for the purposes of paying the cash consideration and such payments may
require certain formalities and procedures to be implemented by NOIT following the Offers becoming
wholly unconditional.
These formalities will not require any application to Court but will require a resolution of
shareholders of NOIT at the relevant time to approve the re-registration of the Company as a private
company and, separately, to approve the loan by NOIT to Enneurope of the Surplus Proceeds. These
resolutions will require the approval of 75 per cent. of NOIT Shareholders at the relevant extraordinary
general meeting, although in both cases there are statutory procedures which entitle a smaller minority
of NOIT Shareholders to object to such resolutions. To the extent that Enneurope exercises its
discretion to declare the Offers unconditional at a level which would mean that Enneurope controlled
less than 75 per cent. of the issued share capital of NOIT, there would be no certainty that the
resolutions would be approved. In any event, there can be no guarantee that NOIT will be able to
satisfy these formalities at the relevant time. However, Enneurope has agreed to use all reasonable
endeavours to enable the loan of such proceeds by NOIT to Enneurope for the purpose of paying the cash
consideration as described above in accordance with all applicable laws and regulations including
convening such general meetings of NOIT as may be necessary to approve such matter.
There can be no assurance that any entitlement to cash consideration will arise because, inter alia,
there may be insufficient proceeds arising from the realisation of the NOIT Portfolio to make any
payment under the Participation Notes.
As the entitlement to the Surplus Proceeds is contingent and the amount is unquantifiable, the right to
receive a pro rata Participation Note has not been independently valued for the purposes of this
announcement or the Offers.
No application will be made for the Participation Notes to be listed on any Stock Exchange.
Further details of the terms of the Participation Notes will be contained in the Offer Document.
3. IRREVOCABLE UNDERTAKINGS
Irrevocable undertakings to accept the Offers have been received from certain NOIT Shareholders and
Warrantholders as set out below:-
Number of NOIT Percentage of issued share Number of Percentage of
Shares capital Warrants issued Warrants
ID Data plc 2,000,000 8.50 400,000 9.17
ZincOx Resources plc 1,486,575 6.32 200,000 4.58
YM Biosciences Inc. 1,100,000 4.67 220,000 5.04
TEG Environmental plc 1,000,000 4.25 200,000 4.58
The above undertakings will cease to be binding in the event that a competing offer is announced or made
which values a NOIT Share at least 10 per cent. greater than the value attributed to a NOIT Share
pursuant to the Share Offer (by reference to the Closing Price of an Enneurope Share on the business day
immediately preceding this announcement).
Irrevocable undertakings have also been secured from NOIT Directors as set out below:-
Number of NOIT Percentage of Number of Warrants Percentage of
Shares issued share issued Warrants
capital
James Dawnay 10,000 0.042 2,000 0.046
Charles Fowler 6,000 0.025 200 0.005
Keith Gilham 2,000 0.008 400 0.009
Ian Lancaster 1,000 0.004 200 0.005
Simon Miller 5,000 0.021 1,000 0.023
Nicholas Pearson 1,000 0.004 200 0.005
These undertakings will continue to be binding in the event of a competing offer being announced.
Enneurope owns 877,800 NOIT Shares and 175,560 Warrants. Accordingly, as at the date of this
announcement, Enneurope owns or has received irrevocable undertakings to accept the Offers in respect of
6,489,375 NOIT Shares (representing approximately 27.6 per cent. of NOIT's issued ordinary share
capital) and 1,199,560 Warrants (representing approximately 27.5 per cent. of the issued Warrants).
Further details of the irrevocable undertakings and of the persons giving them will be given in the
Offer Document.
4. NOIT WARRANTS
The Share Offer extends to any NOIT Shares unconditionally allotted or issued pursuant to the exercise
of the Warrants while the Share Offer remains open for acceptance or until such earlier time and/or date
as Enneurope may, subject to the City Code, decide.
The terms and conditions of the Warrants entitle the Warrantholders to subscribe for NOIT Shares in
accordance with the provisions of the Warrants at a current subscription price of 100p per NOIT Share.
However, if the Offer becomes wholly unconditional this will result in a change of control in NOIT and
the subscription price will be reduced to 25.1p per NOIT Share in accordance with the terms and
conditions of the Warrants. The Warrantholders who subscribe for NOIT Shares while the Share Offer is
open for acceptances will, if they so wish, be able to accept the Share Offer in respect of such NOIT
Shares.
However, as the current subscription price of the Warrants is currently greater than the Share Offer
price (on the basis of the Closing Price of an Enneurope Share of 22.5p on 23 June 2003, being the
dealing day immediately prior to the date of this announcement), the NOIT Directors do not recommend
Warrantholders to exercise them with a view to accepting the Share Offer prior to any adjustment to the
subscription price for each Warrant following the Share Offer becoming wholly unconditional.
5. THE PLACING
Enneurope has conditionally placed 13,750,000 new Enneurope Shares at an issue price of 20p per share.
The Placing is only conditional upon the Share Offer becoming or being declared unconditional in all
respects. The funds raised will be used, inter alia, to procure repayment of the debt owed by NOIT to
HSBC Bank plc. Further details of the Placing will be set out in the Offer Document.
6. INFORMATION ON NOIT
NOIT is an investment trust whose share capital was admitted to the Official List on 26 September 2002.
NOIT has invested primarily in the securities of selected smaller companies trading on AIM and OFEX.
NOIT holds shareholdings in 28 companies as at 23 June 2003. The majority of holdings were secured via
share-for-share exchanges with investee companies upon the NOIT flotation although NOIT has made further
investments since that date. NOIT owns 25 per cent. of the issued share capital of Enneurope.
During NOIT's first trading period to 31 December 2002, NOIT made a loss on ordinary activities before
tax of #3.31 million (stated after incurring capital losses for the 14 week period of #3.17 million).
Net debt as at 31 December 2002 stood at approximately #1.53 million. As stated in the circular sent to
NOIT Shareholders by the NOIT Board on 13 May 2003, NOIT has a maximum borrowing facility of #2.0
million. As at 20 June 2003, #1.5 million of that facility had been utilised. As at 23 June 2003, NOIT's
net asset value was #15.6 million.
The market capitalisation of NOIT based on the Closing Price of a NOIT Share of 29p on 23 June 2003
(being the dealing day immediately prior to the date of this announcement) is approximately #6.8
million.
7. INFORMATION ON ENNEUROPE
Enneurope is a company whose shares were admitted to trading on AIM in December 2001. Enneurope was
formed with the intention of acquiring underdeveloped aggregates businesses operating in the central
European markets. In April 2002, the Company completed its first acquisition, comprising a sand and
gravel quarry and two ready mixed concrete plants in North West Poland, for #850,000, as well as
completing a #1.45 million equity fundraising.
During Enneurope's first trading period for the nine months to 30 September 2002, Enneurope made a loss
before tax of #583,000 on a turnover of #229,000. This loss is stated after making a provision of
#267,000 for the impairment of Enneurope's investment in NOIT. Net cash at the end of the period was
#678,000.
The market capitalisation of Enneurope based on the Closing Price of an Enneurope Share on 23 June 2003
of 22.5 pence (being the dealing day immediately prior to the date of this announcement) is
approximately #1.8 million.
Further information on Enneurope will be set out in the Offer Document.
8. BACKGROUND TO AND REASONS FOR THE OFFERS
Sector under-performance
Since NOIT was admitted to the Official List, the share price performance of quoted smaller companies
has, in general, been poor. As NOIT primarily invests in smaller companies listed on AIM and OFEX, its
underlying net asset value has fallen considerably since launch. Accordingly, NOIT's share price, which
has continuously traded at a substantial discount to its published net asset value, currently stands at
29p, a 71 per cent. discount to the flotation price of 100p per share.
Illiquidity
Prior to the announcement of a proposed offer for NOIT by Jubilee on 25 February 2003, trading in NOIT
Shares had been extremely limited. This illiquidity may explain to some extent the continuing discount
to NOIT's net asset value.
Withdrawal of recommendation to accept the Jubilee Offer
Jubilee announced its revised offers for NOIT on 23 April 2003. The NOIT Board has today withdrawn its
recommendation of the Revised Jubilee Offers and is now recommending acceptance of the Offers put
forward by Enneurope.
The NOIT Board is withdrawing its recommendation of the Revised Jubilee Offers due to the recent fall in
Jubilee's share price which currently values NOIT at a discount of 9.5 per cent. to its market value (on
the basis of the Closing Price of a Jubilee share of 32p on 23 June 2003, being the dealing day
immediately prior to this announcement). Furthermore, as Jubilee's shares are currently trading at a
discount of 66.0 per cent. to their net asset value (on the basis of the Closing Price of a Jubilee
share of 32p on 23 June 2003, being the dealing day immediately prior to this announcement), the NOIT
Board is concerned that the ability of Jubilee to increase its assets by further share issues in the
foreseeable future, as was previously envisaged, will be impeded.
The share element of the Share Offer values NOIT at a 55.2 per cent. premium to its market value and a
71.5 per cent. premium to the value of the Revised Jubilee Offers for the NOIT Shares, as stated in the
offer document relating to the Revised Jubilee Offers (based on the Closing Prices of the shares of
NOIT, Jubilee and Enneurope as at 23 June 2003).
In addition, NOIT Shareholders and Warrantholders can benefit from future realisations of the NOIT
Portfolio through the entitlement to any Surplus Proceeds set out in the Participation Note.
Enneurope's strategy for NOIT and the realisation of the NOIT Portfolio
Enneurope will be dedicated to realising value from the NOIT Portfolio. An analysis of the historic
turnover in the shares of the investee companies does not support a rapid realisation of the NOIT
Portfolio. Enneurope will work alongside the directors and management teams of the NOIT Portfolio
companies to achieve a satisfactory disposal in an orderly fashion, with the intention of maximising
their realisable value. There is no guarantee of the level of realisations from NOIT's Portfolio during
the life of the Participation Notes, which expire on the fifth anniversary of the date on which the
Offers become wholly unconditional.
The Enneurope Board believes that the NOIT Portfolio can be broadly split into the following categories:-
l shares which are marketable and which may be disposed of within 12 months;
l shares where the optimum time for realisation will be within a longer period; and
l shares of companies whose future value is dependent on securing further investment before any
realisation can realistically be achieved.
Enneurope's refinancing of NOIT's existing bank debt should provide more flexibility in terms of the
timing of the disposal of the NOIT Portfolio.
It is intended that NOIT will continue to employ NOIT Services Limited through the existing management
services agreement for the time being. NOIT Services Limited is a subsidiary of MG Capital plc.
Strategy for Enneurope's business in Poland
The Surplus Proceeds from the NOIT Portfolio will be distributed to the New Enneurope Shareholders under
the terms of the Participation Notes. The balance of the Surplus Proceeds and repayments of
inter-company indebtedness will be retained by Enneurope to apply towards its stated strategy of
developing an integrated construction materials business in North West Poland with a significant market
share.
Enneurope's strategy following the acquisition of NOIT will continue to be one of consolidation in North
West Poland to build a strong market share. Since completing the acquisition of Pol-rek and certain
assets of Rofa Beton in Szczecin, Enneurope has already made substantial investment in plant and
equipment and is now well positioned to bolt-on further acquisitions and integrate them. The Enneurope
Board has already identified a number of suitable acquisitions to deliver its strategy.
Poland was chosen due to its ease of access to Germany and the potential economic benefits arising upon
admission to the EU. Poland has voted to join the EU with admission anticipated for 2004. The
Enneurope Board believes that the proximity of Enneurope's business to the cement plants of Berlin,
coupled with improved trading relationships with Europe and increased spend on vital road
infrastructure, should make western Poland very attractive to industry consolidators in the future.
9. NOIT MANAGEMENT AND EMPLOYEES
The NOIT Directors (except Ian Lancaster, who will remain on the NOIT Board) have agreed to resign upon
the Share Offer becoming or being declared unconditional in all respects, and without the compensation
otherwise due in accordance with their service agreements. Vaughan McLeod, John Barlow (both directors
of Enneurope) and Andy Cutter (a director of Ennstone plc) will join the NOIT Board together with Gareth
Hayward (of Charles Stanley & Co. Limited).
NOIT does not have any employees.
10. ENNEUROPE SHAREHOLDER APPROVAL
In view of the size of the Acquisition, the Offers will be treated as a reverse takeover under the AIM
Rules. Accordingly, it will be necessary for Enneurope Shareholders to approve the Offers and to
authorise the Enneurope Directors to allot the New Enneurope Shares and the Placing Shares in accordance
with the Act. The necessary resolutions will be put to an extraordinary general meeting of Enneurope.
Further details of this meeting will be sent to Enneurope Shareholders in due course. Ennstone plc and
NOIT have irrevocably undertaken to vote in favour of the resolutions to be proposed at the
Extraordinary General Meeting to approve the Offers and related matters in respect of their respective
shareholdings of 2,393,202 and 1,995,000 Enneurope Shares respectively. Together, these irrevocable
undertakings represent approximately 55.0 per cent. of the existing issued ordinary share capital of
Enneurope.
11. COMPULSORY ACQUISITION, DE-LISTING, RE-ADMISSION TO AIM AND DEALINGS
If Enneurope receives acceptances under the Share Offer or Warrant Offer (as applicable) in respect of 90 per cent.
or more of the NOIT Shares or Warrants to which the Share Offer or Warrant Offer (as applicable) relates (which, for
the avoidance of doubt, does not include the NOIT Shares or Warrants owned by Enneurope), Enneurope will exercise
its right pursuant to the provisions of Sections 428 to 430F of the Act to acquire compulsorily the remaining NOIT
Shares or Warrants (as the case may be).
NOIT Shareholders and Warrantholders are hereby given notice that, upon the Offers becoming or being declared
unconditional in all respects, Enneurope intends to apply for cancellation, respectively, of the trading in NOIT
Shares and Warrants on the London Stock Exchange's market for listed securities and of the listing of NOIT Shares
and Warrants on the Official List. It is anticipated that such cancellations will become effective not less than 20
business days following the date on which the Offers become or are declared unconditional in all respects. Enneurope
intends to re-register NOIT as a private company as soon as it is appropriate to do so under the relevant provisions
of the Act.
The cancellation of the listing of NOIT Shares and Warrants will significantly reduce the liquidity and
marketability of any NOIT Shares and Warrants not assented to the Offers and their value may be affected in
consequence. In addition, following de-listing, NOIT will lose its investment trust status.
As the Share Offer constitutes a reverse takeover under the AIM Rules, application will be made to the London Stock
Exchange for the New Enneurope Shares and the Placing Shares to be admitted, and for the Existing Enneurope Shares
to be re-admitted, to trading on AIM in accordance with the AIM Rules. It is expected that Admission will become
effective and that dealings for normal settlement in the New Enneurope Shares, the Placing Shares and Existing
Enneurope Shares will commence on the first business day following the day on which the Offers become or are
declared unconditional in all respects (save for the condition relating to admission to trading on AIM).
It is likely that some New Enneurope Shares will be issued after the expected Admission date referred to above to
NOIT Shareholders and NOIT Warrantholders who have not validly accepted the respective Offers before that date and,
accordingly, admission of such New Enneurope Shares to trading on AIM may become effective and dealings in them may
commence on one or more subsequent dates.
In relation to New Enneurope Shares issued in certificated form, temporary documents of title will not be issued
pending the despatch by post of definitive certificates for such New Enneurope Shares in accordance with the terms
of the Offers.
Further details on settlement, listing and dealing will be included in the formal documents to be sent to NOIT
Shareholders, holders of NOIT Warrants and Enneurope Shareholders in due course.
12. OVERSEAS SHAREHOLDERS AND WARRANTHOLDERS
The availability of the Offers to persons not resident in the UK may be affected by the laws of the relevant
jurisdictions. NOIT Shareholders and NOIT Warrantholders who are not resident in the UK should inform themselves
about and observe any applicable requirements.
The Offers will not be made, directly or indirectly, in or into the United States, or by the use of the United
States mails, or by any means or instrumentality (including, without limitation, telephonically or electronically)
of United States interstate or foreign commerce, or any facility of a United States national securities exchange nor
is it being made in or into Canada, Australia or Japan and the Offers should not be accepted by any such use, mean,
instrumentality or facility or from within the United States, Canada, Australia or Japan. Doing so may render
invalid any purported acceptance of the Offers. Accordingly, copies of this announcement are not being, and must
not be, mailed, forwarded, sent, transmitted or otherwise distributed in, into or from the United States, Canada,
Australia or Japan and persons receiving this announcement (including, without limitation, custodians, nominees and
trustees) must not distribute, forward, mail, transmit or send it in, into or from the United States, Canada,
Australia or Japan.
Further details in relation to overseas shareholders and warrantholders will be contained in the Offer Document.
13. INDUCEMENT FEE ARRANGEMENTS
NOIT has agreed to pay Enneurope the sum of #150,000 (or such lesser sum as may be equal to 1 per cent. of the
aggregate value of the Share Offer) if a competing offer for Enneurope is announced and subsequently becomes or is
declared wholly unconditional (and for these purposes any revision of the offer for NOIT by Jubilee shall be deemed
to be a competing offer).
14. FURTHER DETAILS OF THE OFFERS
The Offers will be made on the terms and will be subject to the conditions which are set out or referred to in
Appendix I hereto and, in addition, those terms which will be set out in the Offer Document and the Forms of
Acceptance in respect thereof and such further terms as may be required to comply with the rules and regulations of
the London Stock Exchange, the UK Listing Authority and the provisions of the City Code.
The NOIT Shares that are the subject of the Share Offer will be acquired by Enneurope fully paid and free from all
liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and
together with all rights attaching to them, including the right to receive all dividends and other distributions (if
any) declared, made or paid on or after the date of this announcement.
The New Enneurope Shares will be issued credited as fully paid and free from all liens, charges, encumbrances,
rights of pre-emption and other third party rights or interests of any nature whatsoever and will rank pari passu in
all respects with the Existing Enneurope Shares, except for the right of the holders of New Enneurope Shares to
receive a pro rata Participation Note. Accordingly, the New Enneurope Shares will technically form a different class
of shares to the Existing Enneurope Shares but otherwise, will have exactly the same rights as the Existing
Enneurope Shares.
Fractions of New Enneurope Shares will not be allotted or issued to persons accepting the Offers and such
entitlements to New Enneurope Shares under the Offers will be rounded down to the nearest whole number of New
Enneurope Shares. Fractional entitlements to New Enneurope Shares will be aggregated and sold in the market with the
proceeds retained for the benefit of the Enlarged Group.
The Offers will be conditional, inter alia, on (i) the passing of a resolution by Enneurope Shareholders to
authorise implementation of the Offers and (ii) the re-admission and admission respectively to trading on AIM of the
Existing Enneurope Shares and the New Enneurope Shares and the Placing Shares in accordance with the AIM Rules.
15. RECOMMENDATION
The NOIT Directors, who have been so advised by Intelli Corporate Finance, consider the terms of the Offers to be
fair and reasonable. In providing its advice Intelli Corporate Finance has taken into account the commercial
assessment of the NOIT Directors.
The NOIT Directors unanimously recommend NOIT Shareholders and Warrantholders to accept the Offers, as they have
undertaken to do in respect of their own aggregate beneficial shareholdings of 25,000 NOIT Shares and 4,000
Warrants, representing approximately 0.11 per cent. of NOIT's existing issued share capital and 0.09 per cent. of
NOIT's outstanding Warrants.
16. GENERAL
The formal offer document, setting out full details of the Offers, together with an AIM Admission Document and the
Forms of Acceptance, will be posted to NOIT Shareholders and Warrantholders as soon as practicable and in any event
within 28 days of the date of this announcement. A circular containing a notice convening an extraordinary general
meeting of Enneurope Shareholders to approve, inter alia, the terms of the Offers, together with the AIM Admission
Document (and the Offer Document for information only), will be despatched at the same time to Enneurope
Shareholders, and to Enneurope optionholders for information only.
This announcement does not constitute an offer of securities for sale in the United States and the New Enneurope
Shares and the Participation Notes have not been, and will not be, registered under the United States Securities Act
of 1933, as amended, nor under any laws of any state of the United States, and the relevant clearances have not been
and will not be obtained from the relevant authorities in Canada, Australia or Japan. Accordingly, neither New
Enneurope Shares nor Participation Notes may be offered, sold or delivered, directly or indirectly, in or into the
United States, Canada, Australia or Japan except pursuant to exemptions from applicable requirements of such
jurisdictions.
The Offers will not be made, directly or indirectly, in or into, by use of mails or any means of instrumentality
(including, without limitation, facsimile transmissions, telex, telephone or e-mail) of interstate or foreign
commerce of, or any facilities of a securities exchange of, the United States nor is it being made in or into
Canada, Australia, Japan or the Republic of Ireland and the Offers will not be capable of acceptance by any such
use, means, instrumentality or facilities or from or within the United States, Canada, Australia or Japan.
Accordingly, copies of this press announcement are not being, and must not be, mailed or otherwise distributed or
sent in, into or from the United States, Canada, Australia or Japan and persons receiving the press announcement
(including custodians, nominees and trustees) must not distribute or send it in, into or from the United States,
Canada, Australia or Japan.
The Enneurope Directors accept responsibility for the information contained in this announcement other than the
information relating to the NOIT Group, the NOIT Directors, their families and persons connected with the NOIT
Directors. Subject as aforesaid, to the best of the knowledge and belief of the Enneurope Directors (who have taken
all reasonable care to ensure that such is the case), the information contained in this announcement for which they
are responsible is in accordance with the facts and does not omit anything likely to affect the import of such
information.
The NOIT Directors accept responsibility for the information contained in this announcement relating to the NOIT
Group, the NOIT Directors, their families and persons connected with the NOIT Directors. Subject as aforesaid, to
the best of the knowledge and belief of the NOIT Directors (who have taken all reasonable care to ensure that such
is the case), the information contained in this announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of such information.
Appendix II hereto contains the definitions of terms used in this announcement.
24 June 2003
Press Enquiries:
For further information, please contact:
Enneurope plc
John Barlow 01332 694 444
Altium Capital
Phil Adams 0161 831 9133
NOIT PLC
James Dawnay 07811 445644
Intelli Corporate Finance
Gordon Neilly 020 7653 6300
Altium Capital, which is regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for Enneurope as financial adviser (within the meaning of the Rules of the Financial
Services Authority) and no one else in connection with the Offers and is not advising any other person
or treating any other person as its client in relation thereto and will not be responsible to anyone
other than Enneurope for providing the protections afforded to clients of Altium Capital or for
providing advice in relation to the Offers, the contents of this announcement or any other matters
referred to herein.
Intelli Corporate Finance, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for NOIT as financial adviser (within the meaning of the Rules
of the Financial Service Authority) and no one else in connection with the Offers and is not advising
any other person or treating any other person as its client in relation thereto and will not be
responsible to anyone other than NOIT for providing the protections afforded to clients of Intelli
Corporate Finance or for providing advice in relation to the Offers, the contents of this announcement
or any other matters referred to herein.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFERS
The Offers, which will be made by Altium Capital on behalf of Enneurope, will be
governed by English law, and will be made in accordance with the City Code and will
be subject to the following conditions:
A. Conditions to the Share Offer
The Share Offer will be subject to the following conditions:
(1) valid acceptances being received (and not, where permitted, withdrawn) by
3.00 p.m. (London time) on the first closing date of the Share Offer (or
such later time(s) and/or date(s) as Enneurope may, subject to the rules of
the Code, decide), in respect of not less than 90 per cent. in nominal value
(or such lesser percentage as Enneurope may decide) of the NOIT Shares to
which the Share Offer relates, provided that this condition shall not be
satisfied unless Enneurope and/or its wholly owned subsidiaries shall have
acquired or agreed to acquire, whether pursuant to the Share Offer or
otherwise, NOIT Shares carrying, in aggregate, more than 50 per cent. of the
voting rights normally exercisable at general meetings of NOIT, including for
this purpose (to the extent, if any, required by the Panel) any such voting
rights attaching to any NOIT Shares that are unconditionally allotted or
issued before the Share Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any subscription rights,
conversion rights or otherwise. For the purposes of this condition:
(A) the expression "NOIT Shares to which the Share Offer relates" shall
be construed in accordance with sections 428-430F of the Companies
Act 1985; and
(B) shares which have been unconditionally allotted shall be deemed to
carry the voting rights which they will carry on issue;
(2) the passing at an Extraordinary General Meeting of Enneurope (or at any
adjournment thereof) of such resolution or resolutions as may be necessary or
desirable to approve, effect and implement or authorise the implementation of
the Placing and the Offers, the acquisition of NOIT Shares and Warrants
pursuant to the Offers or otherwise, the increase in the authorised share
capital of Enneurope and the allotment of the New Enneurope Shares and the
Placing Shares;
(3) the London Stock Exchange agreeing to admit the New Enneurope Shares and the
Placing Shares, and re-admit the Existing Enneurope Shares to trading on AIM
and (unless or to the extent the Panel agrees otherwise) such admission
becoming effective in accordance with paragraph 6 of the AIM Rules or (if
determined by Enneurope and subject to the consent of the Panel) agreeing to
admit and re-admit such shares to trading on AIM subject only to (i) the
allotment of such shares and/or (ii) the Share Offer becoming or being
declared unconditional in all respects;
(4) the Office of Fair Trading indicating, in terms satisfactory to Enneurope,
that it is not the intention of the Secretary of State for Trade and Industry
to refer the proposed acquisition of NOIT by Enneurope, or any matters
arising therefrom, to the Competition Commission, or the Secretary of State
for Trade and Industry accepting undertakings from Enneurope in relation to
the proposed acquisition of NOIT by Enneurope instead of referring it to the
Competition Commission;
(5) no government or governmental, quasi-governmental, supranational, statutory
or regulatory or investigative body or trade agency, professional body,
association, institution or environmental body or any court or other body or
person whatsoever in any jurisdiction having decided to take, institute or
threaten, and there not continuing to be outstanding, any action,
proceedings, suit, investigation, enquiry or reference or having enacted,
made or proposed any statute, regulation or order or taken any other steps
that would or might:
(A) make the Offers or the acquisition of any NOIT Shares, or the
acquisition by any member of the Enneurope Group of any shares in or
control of NOIT, void, unenforceable or illegal or directly or
indirectly restrict, prohibit, delay or otherwise interfere with the
implementation of, or impose additional conditions or obligations
with respect to, or otherwise challenge the Offers or the acquisition
of any NOIT Shares or the acquisition of control of NOIT;
(B) require or prevent or materially delay a divestiture by any member of
the Enneurope Group of any NOIT Shares;
(C) require or prevent or materially delay the divestiture or alter the
terms of any proposed divestiture by any member of the Wider
Enneurope Group or by the Wider NOIT Group of all or any part of
their respective businesses, assets or property or impose any
limitation on the ability of any of them to conduct all or any
portion of their respective businesses or to own all or any portion
of their respective assets or property in any such case in a manner
or to an extent which is material to Enneurope in the context of the
Wider Enneurope Group or the Wider NOIT Group, as the case may be;
(D) impose any material limitation on the ability of the Wider Enneurope
Group or of the Wider NOIT Group to acquire or hold or to exercise
effectively, directly or indirectly, all or any rights of ownership
in respect of shares or loans or securities convertible into shares
or the equivalent in any member of the Wider NOIT Group or the Wider
Enneurope Group respectively or to exercise management control over
any such member;
(E) require any member of the Wider Enneurope Group or any member of the
Wider NOIT Group to offer to acquire directly or indirectly any
shares in any member of the Wider NOIT Group owned by any third party
where such acquisition would be material to Enneurope in the context
of the Wider Enneurope Group or the Wider NOIT Group, as the case may
be; or
(F) affect adversely the business profits or prospects of any member of
the Wider Enneurope Group or any member of the Wider NOIT Group to
an extent which is material to Enneurope in the context of the Wider
Enneurope Group or the Wider NOIT Group, as the case may be;
and all applicable waiting and other time periods during which any such government,
governmental, quasi-governmental, supranational, statutory or regulatory or
investigative body or trade agency, professional body, association, institution or
environmental body or court or body or person could decide to take, implement,
threaten or institute any such action, proceedings, suit, investigation, enquiry or
reference under the laws of any jurisdiction having expired, lapsed or been
terminated;
(6) all necessary filings having been made in respect of the Offers and all
required authorisations, orders, grants, recognitions, confirmations,
consents, clearances, licences, permissions, exemptions and approvals
necessary or appropriate or required for or in respect of the Offers
(including, without limitation, its implementation and financing (which term
includes, without limitation, any borrowing of any moneys, the entry into of
any underwriting agreements, the giving of any guarantee or security and the
investment of the proceeds thereof or any other moneys by any member of the
Enneurope Group in the NOIT Group and Enneurope's investment in NOIT Shares)
or the proposed acquisition of any shares in, or control of, NOIT by the
Enneurope Group being obtained on terms and in a form satisfactory to
Enneurope from all appropriate governments, governmental, quasi-governmental,
supranational, statutory or regulatory, or investigative bodies, trade
agencies, professional bodies, associations, institutions, environmental
bodies and courts, and from persons or bodies with whom any member of the
Enneurope Group or the NOIT Group has entered into contractual arrangements,
where the absence of such would have an adverse effect on the Enneurope
Group or the NOIT Group as the case may be and all such authorisations,
orders, grants, recognitions, confirmations, consents, clearances, licences,
permissions, exemptions and approvals remaining in full force and effect at
the time at which the Offers become otherwise unconditional in all respects
and no intimation or notice of any intention to revoke, suspend, restrict,
modify or not renew any of the same having been received and all necessary
filings having been made and all appropriate waiting periods (including any
extension thereof) under any applicable legislation and regulations in any
jurisdiction having expired, lapsed or been terminated, in each case as may
be necessary in connection with the Offers under the laws or regulations of
any jurisdiction and all necessary statutory or regulatory obligations in any
jurisdiction having been complied with;
(7) save as publicly announced by NOIT or disclosed in writing to Enneurope on or
before the date of this announcement, there being no provision of any
agreement, arrangement, licence, permit or other instrument to which any
member of the Wider NOIT Group is a party or by or to which any such member
or any of their assets may be bound, entitled or be subject which, as a
direct result of the acquisition by the Enneurope Group of the NOIT Shares
or any of them, or any change in the management or control of NOIT or the
acquisition of control of NOIT by the Enneurope Group will, or might
reasonably be expected to, result in:
(A) any moneys borrowed by, or any other indebtedness (actual or
contingent) of any such member being or becoming repayable or
capable of being declared repayable immediately or earlier than the
repayment date stated in such agreement, arrangement, licence,
permit or other instrument, or the ability of any such member to
borrow monies or incur any indebtedness being withdrawn or
inhibited;
(B) any such agreement, arrangement, licence, permit or other
instrument being or becoming capable of being terminated or
adversely modified or affected or any onerous obligation arising or
any adverse action being taken or arising thereunder;
(C) the interests or business of any such member in or with any other
person, firm, company or body (or any arrangements relating to such
interests or business) being terminated, modified or adversely
affected;
(D) any assets of any such member being or falling to be disposed of or
charged in any manner howsoever, or any right arising under which
any such asset or interest could be required to be disposed of or
charged in any manner howsoever;
(E) the creation of any mortgage, charge or other security interest
over the whole or any part of the business, property or assets of
any such member, or any such security (whenever arising or having
arisen) becoming enforceable;
(F) the value or financial or trading prospects of any such member
being prejudiced or adversely affected;
(G) any such member ceasing to be able to carry on business under any
name under which it presently does so; or
(H) the creation of liabilities by any such member;
in each case, which will or might reasonably be expected to have a material adverse
affect on the NOIT Group, taken as a whole;
(8) no member of the Wider NOIT Group having since 25 September 2002, save as
publicly announced by NOIT or disclosed in writing to Enneurope on or before
the date of this announcement;
(A) issued or authorised or proposed the issue of additional shares of
any class, or securities convertible into or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such
shares or securities or redeemed, purchased or reduced any part of
its share capital;
(B) recommended, declared, paid or made or proposed to declare, pay or
make any bonus, dividend or other distribution in respect of the
share capital of NOIT;
(C) merged with any body corporate or authorised or proposed or
announced any intention to propose any merger, demerger,
acquisition, disposal, transfer, mortgage or charge of or granting
of any security over assets or shares (otherwise than in the
ordinary course of business);
(D) authorised or proposed or announced its intention to propose any
change in its share or loan capital;
(E) announced any proposal to purchase any of its own shares or
purchased any such shares;
(F) issued, authorised or proposed the issue of any debentures or (save
in the ordinary course of business) incurred or increased any
indebtedness or become subject to any contingent liability;
(G) entered into any contract or commitment (whether in respect of
capital expenditure or otherwise) which is of a long term or
unusual nature or which involves or could involve an obligation of
a nature or magnitude which is material in the context of the NOIT
Group taken as a whole;
(H) entered into any contract, transactions or arrangement which would
be restrictive on the business of any member of the NOIT Group and
would have a material effect on the business of the NOIT Group
taken as a whole;
(I) entered into or varied the terms of any service agreement with any
of the directors of NOIT;
(J) acquired, disposed of or transferred, mortgaged or charged or
encumbered or created any security interest over any asset or any
right, title or interest in any asset (including, without
limitation, shares and trade investments) or entered into any
contract, reconstruction, amalgamation, commitment or other
transaction or arrangement otherwise than in the ordinary course of
business which is material in the context of the Wider NOIT Group
taken as a whole;
(K) waived or compromised any claim otherwise than in the ordinary
course of business;
(L) proposed any voluntary winding up or taken any corporate action or
had any order made 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; or
(M) made or agreed or consented to any significant change to the terms
of the trust deeds constituting the pension schemes established for
its directors and/or employees and/or their dependants or to the
benefits which accrue, or to the pensions which are payable
thereunder, or to the basis on which qualification for or accrual
or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or
consented to any change to the trustees involving the appointment
of a trust corporation which would be material in the context of
the NOIT Group taken as a whole;
(N) entered into an agreement which will result in the restriction of
the scope of the business of the NOIT Group and will have a
material adverse effect on the NOIT Group taken as a whole;
(O) entered into any contract, commitment or agreement to, or passed
any resolution with respect to, or announced any intention to, or
to propose to, effect any of the transactions or events referred to
in this paragraph;
(9) since 25 September 2002, save as publicly announced by NOIT or disclosed in
writing to Enneurope on or before the date of this announcement:
(A) no adverse change in the business, financial or trading position or
profits or assets or prospects of any member of the Wider NOIT
Group having occurred which would be material to the Wider NOIT
Group taken as a whole; and
(B) no contingent liability having arisen which would or might
reasonably affect materially and adversely the Wider NOIT Group
taken as a whole;
(10) since 25 September 2002, save as publicly announced by NOIT or disclosed in
writing to Enneurope on or before the date of this announcement, no
litigation, arbitration proceedings, prosecution or other legal proceedings
having been instituted or threatened by or against or remaining outstanding
against any member of the Wider NOIT Group or to which any member of the
Wider NOIT Group is party (whether as plaintiff or defendant or otherwise)
and which, in any case, is or might reasonably be expected to be material in
the context of the Wider NOIT Group taken as a whole;
(11) Enneurope not having discovered:
(A) that any financial or business or other information concerning the
NOIT Group which has been disclosed at any time, whether publicly
or otherwise, by any member of the NOIT Group is materially
misleading, contains a material misrepresentation of fact or omits
to state a fact necessary to make the information contained therein
not materially misleading or that any contingent liability
disclosed in such information would or might materially and
adversely affect directly or indirectly the business, profits or
prospects of the Wider NOIT Group and which was not, if material,
corrected by subsequent public announcement made before the date of
this announcement; or
(B) that any partnership, company or other entity in which any, member
of the Wider NOIT Group has an interest and which is not a
subsidiary undertaking of NOIT is subject to any liability,
contingent or otherwise, which is or might reasonably be expected
to be material in the context of the Wider NOIT Group taken as a
whole;
B. Conditions to the Warrant Offer
The Warrant Offer is conditional upon the Share Offer becoming or being declared
unconditional in all respects.
C. General
Enneurope reserves the right to waive, in whole or in part, all or any of the above
conditions apart from conditions (1), (2) and (3). If Enneurope is required by the
Panel to make an offer for NOIT Shares under the provisions of Rule 9 of the Code,
Enneurope may make such alterations to the above conditions, including condition
(1), as are necessary to comply with the provisions of that Rule.
The Offers will lapse unless the conditions set out above (other than condition (1))
are fulfilled or (if capable of waiver) waived by Enneurope no later than 21 days
after whichever is the later of the first closing date of the Offers and the date on
which the Offers become or are declared unconditional as to acceptances, or such
later date as the Panel may agree. Enneurope shall be under no obligation to waive
or treat as satisfied any of the conditions (4) to (11) by a date earlier than the
latest date specified above for the satisfaction thereof notwithstanding that the
other conditions of the Offers may at such earlier date have been waived or fulfilled
and that on such earlier date there are no circumstances indicating that any of such
conditions may not be capable of fulfilment.
The Offers will lapse if the acquisition of NOIT is referred to the Competition
Commission before 3.00 p.m. on whichever is the later of the first closing date of
the Offers or the date on which the Offers become or are declared unconditional as to
acceptances, or such later date as the Panel may agree. In such circumstances, the
Offers will cease to be capable of further acceptance and persons accepting the
Offers and Enneurope shall thereupon cease to be bound by acceptances delivered on or
before the date on which the Offers so lapse.
APPENDIX II
DEFINITIONS
"Acquisition" the proposed acquisition of NOIT by Enneurope to be
effected by means of the Offers
"Act" or "Companies Act" the Companies Act 1985, as amended
"Admission" the admission of the New Enneurope Shares and the
Placing Shares, and re-admission of the Existing
Enneurope Shares, to trading on AIM becoming effective
in accordance with the AIM Rules
"AIM Rules" the rules for AIM companies and their nominated advisers
issued by the London Stock Exchange in relation to
AIM-traded securities
"AIM" the Alternative Investment Market of the London Stock
Exchange
"Altium Capital" Altium Capital Limited
"Australia" the Commonwealth of Australia, its states, territories
and possessions
"Board" or "Directors" the board of directors of Enneurope
"Canada" Canada, its possessions, provinces and territories and
all areas subject to its jurisdiction or any political
subdivision thereof
"City Code" or "Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotation of a share as
derived from the Daily Official List
"Daily Official List" the daily official list of the London Stock Exchange
"Enlarged Group" Enneurope and its subsidiary undertakings on completion
of the Offers
"Enneurope Board" the board of directors of Enneurope
"Enneurope Directors" the directors of Enneurope
"Enneurope Group" Enneurope and its subsidiaries and subsidiary
undertakings
"Enneurope Shareholders" registered holders of Enneurope Shares
"Enneurope Shares" or "Enneurope Ordinary the ordinary shares of 10 pence each in the capital of
Shares" Enneurope
"Enneurope" or "Company" Enneurope plc
"Existing Enneurope Shareholders" holders of Existing Enneurope Shares
"Existing Enneurope Shares" the Enneurope Shares in issue immediately prior to the
Offers becoming or being declared unconditional in all
respects
"Extraordinary General Meeting" an extraordinary general meeting of holders of Enneurope
Shares to be convened in connection with the Offers to
consider and if thought fit approve a resolution for the
Acquisition, together with such other resolutions as the
Enneurope Directors may consider it appropriate to
propose
"Form(s) of Acceptance" the form(s) of acceptance and authority relating to the
Offers
"Intelli Corporate Finance" Intelli Corporate Finance Limited
"Japan" Japan, its cities, prefectures, territories and
possessions
"Jubilee" Jubilee Investment Trust plc
"Listing Rules" the listing rules of the UK Listing Authority
"London Stock Exchange" London Stock Exchange plc
"New Enneurope Shares" the Enneurope Shares proposed to be issued, credited as
fully paid, pursuant to the Offers
"NOIT Board" the board of directors of NOIT
"NOIT Directors" the directors of NOIT
"NOIT Group" NOIT and its subsidiaries and subsidiary undertakings
"NOIT Portfolio" the assets which comprise the NOIT investment portfolio
"NOIT Shareholders" registered holders of NOIT Shares
"NOIT Shares" the existing issued or unconditionally allotted and
fully paid (or credited as fully paid) redeemable
ordinary shares of 5 pence each in NOIT and any further
such shares which are unconditionally allotted or issued
while the Share Offer remains open for acceptance or,
subject to the provisions of the City Code, by such
earlier date as Enneurope may determine
"NOIT Warrants" or "Warrants" warrants allowing the holders thereof to subscribe for
shares in NOIT at a price of 100p on the terms of a
warrant instrument set out in Listing Particulars of
NOIT approved by the UK Listing Authority and dated 23
August 2002
"NOIT" New Opportunities Investment Trust PLC
"Offer Document" the document to be despatched to NOIT Shareholders and
Warrantholders (other than certain overseas NOIT
Shareholders) setting out the full terms and conditions
of the Offers and, where appropriate, any other document
(s) containing terms and conditions of the Offers
constituting the full terms and conditions of the Offers
"Offers" the Share Offer and the Warrant Offer
"Official List" the Official List of the UK Listing Authority
"Panel" The Panel on Takeovers and Mergers
"Participation Note Instrument" the instrument to be executed by Enneurope constituting
the Participation Notes
"Participation Notes" the participation notes to be received by each accepting
NOIT Shareholder and Warrantholder on the terms and
subject to the conditions of the Offers and to be
constituted by the Participation Note Instrument
"Placing Shares" the 13,750,000 new Enneurope Shares to be issued
pursuant to the Placing
"Placing" the conditional placing of 13,750,000 new Enneurope
Shares, as further described in this announcement
"Revised Jubilee Offers" the revised offers made by Jubilee for the entire issued
and to be issued share capital of NOIT and all NOIT
Warrants as set out in its offer document dated 4 June
2003
"Share Offer" the offer to be made by Altium Capital on behalf of
Enneurope for the entire issued and to be issued share
capital of NOIT on the terms and subject to the
conditions to be set out in the Offer Document and the
relevant Form of Acceptance and, where the context
requires, any subsequent revision, variation, extension
or renewal thereof
"sterling" or "#" the lawful currency for the time being in the UK
"subsidiary" and "subsidiary undertaking" have the meanings given to them in the Act
"Surplus Proceeds" an amount equal to 60 per cent. of the balance of the
proceeds received in cash by NOIT arising from the
disposal of the NOIT Portfolio after:-
(a) applying disposal proceeds to discharge all
indebtedness owed to Enneurope (including, for
the avoidance of doubt, refinanced bank debt and
any current account loans which Enneurope may
make to NOIT);
(b) deducting an amount equal to the costs incurred
by Enneurope either directly or indirectly in
connection with the Offers and the issue of the
New Enneurope Shares and the Placing Shares;
(c) paying or repaying all costs incurred by NOIT
(directly or indirectly) in connection with the
Offers; and
(d) paying or repaying costs incurred in connection
with such disposals and providing for any
associated taxation liabilities
"UKLA" or "UK Listing Authority" the Financial Services Authority acting in its capacity
as the competent authority for the purposes of Part VI
of the Financial Services and Markets Act 2000
"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 of America
and the District of Columbia and all other areas subject
to its jurisdiction
"US Person" has the meaning ascribed to it by Regulation S under the
US Securities Act
"US Securities Act" the United States Securities Act of 1933 (as amended)
"Warrant Offer" the recommended offer to be made by Altium Capital on
behalf of Enneurope for the Warrants on the terms and
subject to the condition set out in this document and
the relevant Form of Acceptance and where the context so
requires any subsequent revision, variation, extension
or renewal thereof
"Warrantholders" registered holders of Warrants
"Wider Enneurope Group" any member of the Enneurope Group and any company,
partnership, joint venture, firm or other body corporate
in which any member of the Enneurope Group may be
interested
"Wider NOIT Group" any member of the NOIT Group and any company,
partnership, joint venture, firm or other body corporate
in which any member of the NOIT Group may be interested
This information is provided by RNS
The company news service from the London Stock Exchange
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