Active Imaging PLC - Terms of Rec. Offer - Part 2

RNS No 7889f
ACTIVE IMAGING PLC
24th November 1997


PART 2

APPENDIX

CONDITIONS OF THE OFFERS

Conditions of the Active Imaging Ordinary Share Offer

The  Active  Imaging  Ordinary  Share  Offer  is  subject  to  the
following conditions:

(a)  valid  acceptances being received (and not, where  permitted,
     withdrawn) by not later than 3.00 p.m. on 15 December 1997 (or
     such later time(s) and/or date(s) as Silvermines may, subject to
     the City Code, decide) in respect of not less than 90 per cent.
     (or such lesser percentage as Silvermines may in its absolute
     discretion decide) in nominal value of the Active Imaging Ordinary
     Shares to which the Active Imaging Ordinary Share Offer relates,
     provided  that  this condition will not be  satisfied  unless
     Silvermines has acquired or agreed to acquire (pursuant to the
     Active Imaging Ordinary Share Offer or otherwise), directly or
     indirectly, Active Imaging Ordinary Shares carrying in aggregate
     more than 50 per cent. of the voting rights then exercisable at
     general meetings of Active Imaging; and, for this purpose, (i) the
     expression 'the Active Imaging Ordinary Shares to which the Active
     Imaging  Ordinary Share Offer relates' shall be construed  in
     accordance with sections 428 to 430F of the Companies Act 1985
     ("the  Act")  and (ii) 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     withdrawn) by not later than 3.00 p.m. on 15 December 1997 (or
     such later date(s) and/or time(s) as Silvermines may, subject to
     the City Code, decide) in respect of not less than 90 per cent.
     (or such lesser percentage as Silvermines may in its absolute
     discretion decide) in nominal value of the Active Imaging 'A'
     Preference Shares to which the Active Imaging 'A' Preference Share
     Offer relates, and, for this purpose, the expression 'the Active
     Imaging 'A' Preference Shares to which the Active Imaging 'A'
     Preference Share Offer relates' shall be construed in accordance
     with sections 428 to 430F of the Act;

(c)  valid  acceptances being received (and not, where  permitted,
     withdrawn)  by  not later than 3.00 p.m. on 15 December  1997
     (or  such  later  date(s) and/or time(s) as Silvermines  may,
     subject to the City Code, decide) in respect of not less than
     90 per cent. (or such lesser percentage as Silvermines may in
     its  absolute  discretion decide) in  nominal  value  of  the
     Active  Imaging  'B' Preference Shares to  which  the  Active
     Imaging  'B'  Preference Share Offer relates, and,  for  this
     purpose,  the  expression 'the Active Imaging 'B'  Preference
     Shares to which the Active Imaging 'B' Preference Share Offer
     relates'  shall be construed in accordance with sections  428
     to 430F of the Act;

(d)  it  being  established in terms satisfactory  to  Silvermines
     that   the   proposed  acquisition  of  Active   Imaging   by
     Silvermines  or  any matters arising therefrom  will  not  be
     referred to the Monopolies and Mergers Commission;

(e)  the   London  Stock  Exchange  agreeing  to  admit  the   New
     Silvermines  Ordinary  Shares to the  Official  List  of  the
     London Stock Exchange and (unless the Panel agrees otherwise)
     such   admission   becoming  effective  in  accordance   with
     paragraph  7.1  of  the Listing Rules  of  the  London  Stock
     Exchange  or,  if  Silvermines so  determines  and  with  the
     consent  of the Panel, the London Stock Exchange agreeing  to
     admit  the  New Silvermines Ordinary Shares to  the  Official
     List  of  the London Stock Exchange subject only to  (i)  the
     allotment  of such New Silvermines Ordinary Shares  and  (ii)
     the  Offers becoming or being declared unconditional  in  all
     respects;

(f)  the   Irish  Stock  Exchange  agreeing  to  admit   the   New
     Silvermines Ordinary Shares to the Official List of the Irish
     Stock  Exchange and (unless the Panel agrees otherwise)  such
     admission  becoming effective in accordance with the  Listing
     Rules  of  the  Irish Stock Exchange or,  if  Silvermines  so
     determines and with the consent of the Panel, the Irish Stock
     Exchange  agreeing  to  admit the  New  Silvermines  Ordinary
     Shares  to  the  Official List of the  Irish  Stock  Exchange
     subject  only  to  (i) the allotment of such New  Silvermines
     Ordinary  Shares  and  (ii)  the  Offers  becoming  or  being
     declared unconditional in all respects;

(g)  no    government    or    governmental,   quasi-governmental,
     supranational, statutory or regulatory body,  or  any  court,
     institution, investigative body, association, trade agency or
     professional  or environmental body or person with  whom  any
     member of the wider Active Imaging Group or wider Silvermines
     Group   has  entered  into  material  contractual  or   other
     relationship, or (without prejudice to the generality of  the
     foregoing)  any  other  person or body  in  any  jurisdiction
     (each,  a  'Regulatory Authority') having  decided  to  take,
     institute,  implement  or threaten any  action,  proceedings,
     suit,  investigation, enquiry or reference or enact, make  or
     propose any statute, regulation or order or otherwise  taking
     any  other  step or having done anything and there not  being
     outstanding any statute, legislation or order that  would  or
     might:

     (i)  make the Offers or the acquisition by Silvermines of any
          shares,  directly  or indirectly,  in,  or  control  of,
          Active   Imaging  void,  illegal  or  unenforceable   or
          otherwise  restrain,  prohibit, restrict,  frustrate  or
          delay  or  impose  material  additional  conditions   or
          obligations   with   respect   thereto,   or   otherwise
          challenge, hinder or interfere therewith;
       
    (ii)  require or prevent the divestiture by any member of
          the  wider  Active Imaging Group or any  member  of  the
          wider  Silvermines Group of all or any material  portion
          of  their respective businesses, assets or properties or
          impose  any limitation on the ability of any of them  to
          conduct  all or any material portion of their respective
          businesses or own all or any material portion  of  their
          respective assets or properties;
          
   (iii)  impose any limitation on the ability  of  any
          member of the wider Silvermines Group to acquire  or  to
          hold or to exercise effectively, directly or indirectly,
          any  rights of ownership of shares or the equivalent  in
          any  member  of the wider Active Imaging  Group  or  any
          member  of  the  wider  Silvermines  Group  to  exercise
          management  control over any such member  of  the  wider
          Active Imaging Group or of the wider Silvermines Group;
          
    (iv)  require any member of the wider Silvermines  Group
          or any member of the wider Active Imaging Group to offer
          (other  than under the Offers) to acquire any shares  in
          any  member of the wider Active Imaging Group  owned  by
          any third party;
     
     (v)  result  in  the withdrawal, refusal  to  renew  or
          threat of withdrawal or refusal to renew any licence  or
          permission  necessary or appropriate in any jurisdiction
          for  the carrying on of the business, or any portion  of
          the  business, of any member of the wider Active Imaging
          Group  or  of  the  wider  Silvermines  Group  which  is
          material  in  the  context of the wider  Active  Imaging
          Group  or the wider Silvermines Group taken as a  whole;
          or
         
   (vi)   otherwise  affect  any or  all  of  the  business,
          assets, profits or prospects of the wider Active Imaging
          Group or the wider Silvermines Group taken as a whole in
          a manner which is material or adverse;
          and  all applicable waiting and other time periods (including
          extensions  to  them) during which such Regulatory  Authority
          could  institute,  implement or  threaten  any  such  action,
          proceedings,  suit, investigation, enquiry  or  reference  or
          otherwise   intervene   having  expired,   lapsed   or   been
          terminated;

(h)  all  authorisations,  orders, grants,  consents,  clearances,
     licences,     permissions,    recognitions,    confirmations,
     certificates  and approvals necessary or appropriate  in  any
     jurisdiction  for or in respect of the Offers,  the  proposed
     acquisition  of any shares or securities in, or  control  of,
     Active  Imaging  by  Silvermines or the carrying  on  of  the
     business,  or any portion of the business, of any  member  of
     the  wider  Active Imaging Group or of the wider  Silvermines
     Group,  the  allotment  and  issue  of  the  New  Silvermines
     Ordinary  Shares or Warrants or any matters arising therefrom
     being   obtained   in   terms  reasonably   satisfactory   to
     Silvermines  from all appropriate Regulatory Authorities  and
     such  authorisations,  orders, grants, consents,  clearances,
     licences,     permissions,    recognitions,    confirmations,
     certificates and approvals remaining in full force and effect
     and  there being no intimation of any intention to revoke  or
     not to renew any of the same and all necessary filings having
     been  made,  all appropriate waiting and other  time  periods
     (including   extensions   thereto)   under   any   applicable
     legislation  and  regulations  in  any  jurisdiction   having
     expired,   lapsed  or  been  terminated  and  all   necessary
     statutory  or  regulatory obligations in any jurisdiction  in
     respect  of  the  Offers or the proposed acquisition  of  any
     shares  or  securities in, or control of, Active  Imaging  by
     Silvermines  or  any  matter arising  therefrom  having  been
     complied with;

(i)  appropriate  assurances being received, in terms satisfactory
     to Silvermines, from the relevant Regulatory Authorities that
     the  interests held by any member of the wider Active Imaging
     Group  under  licences, leases, consents, permits  and  other
     rights  which are material in the context of the business  of
     any  member  of  the wider Active Imaging  Group  other  than
     licences,   leases,  consents,  permits  and   other   rights
     disclosed  to  Silvermines will not be adversely  amended  or
     otherwise  affected  by the making or implementation  of  the
     Offers   or  the  proposed  acquisition  of  any  shares   or
     securities  in, or control of, Active Imaging or any  matters
     arising  therefrom,  that  such licences,  leases,  consents,
     permits  and  other rights are in full force and  effect  and
     that  there  is no intention to revoke or amend  any  of  the
     same;

(j)  save  as  disclosed  in writing to Silvermines  prior  to  22
     November  1997  or  as publicly announced by  Active  Imaging
     since  31  December 1996 (being the date to which the  latest
     published audited report and accounts of Active Imaging  were
     made  up)  and  prior  to 22 November 1997,  there  being  no
     provision  of  any  agreement, facility, instrument,  permit,
     franchise,  licence or other arrangement to which any  member
     of  the  wider Active Imaging Group is a party or  by  or  to
     which  it  or  any  of its assets is, are or  may  be  bound,
     entitled or subject which, as a consequence of the making  or
     implementation  of the Offers or the proposed acquisition  of
     any  shares or securities in or control of Active Imaging  or
     because  of  a change in the management of Active Imaging  or
     any  matters arising therefrom or otherwise, could  or  might
     have  any or all of the following results to an extent  which
     is  material in the context of the wider Active Imaging Group
     taken as a whole:

          (i)   any  monies borrowed by, or any other indebtedness
          of,  any  such member becoming repayable or  capable  of
          being  declared repayable immediately or prior to  their
          stated  maturity or the ability of such member to borrow
          monies  or  incur  any indebtedness being  withdrawn  or
          inhibited;

          (ii)  the  creation  of any mortgage,  charge  or  other
          security  interest over the whole or  any  part  of  the
          business, property or assets of any such member  or  any
          such   security  (whenever  arising  or  having  arisen)
          becoming enforceable;

          (iii)      any  such  agreement,  facility,  instrument,
          permit,  franchise, licence or other  arrangement  being
          terminated  or adversely modified, affected, amended  or
          varied  or  any  action being taken  or  any  obligation
          arising thereunder;

          (iv) any assets of any such member being disposed of  or
          charged or any right arising under which any such  asset
          could  be  required to be disposed of or  charged  other
          than in the ordinary course of business;

          (v)  the interests of any such member in any firm, body
          or   person  or  any  arrangements  relating   to   such
          interests, being terminated, modified, affected, amended
          or varied;
         
         (vi) the  business of any such member with any firm, body  or
          person,  or any arrangements relating to such  business,
          being terminated, modified, affected, amended or varied;
     
         (vii) any  such  member ceasing to be able to  carry  on
          business  under  any name under which it presently  does
          so; or

         (viii)  the financial or trading position of any member of
          the  wider  Active  Imaging Group being  materially  and
          adversely affected;

(k)  save  as  disclosed  in writing to Silvermines  prior  to  22
     November  1997 or as publicly announced by Active Imaging  by
     delivery  of  an  announcement to the  Company  Announcements
     Office of the London Stock Exchange prior to 22 November 1997
     no  member of the wider Active Imaging Group having since  31
     December 1996:

     (i)  issued or agreed to issue or authorised or proposed  the
          issue  of  additional shares of any class or  issued  or
          authorised   or  proposed  the  issue  of   or   granted
          securities  convertible  into  or  rights,  warrants  or
          options  to  subscribe  for or acquire  such  shares  or
          convertible securities or redeemed, purchased or reduced
          or  announced any intention to do so or made  any  other
          change to any part of its share capital;

     (ii) recommended,  declared,  paid or  made  or  proposed  to
          recommend, declare, pay or make any dividend,  bonus  or
          other distribution otherwise than lawfully intra-group;

    (iii) effected or authorised or proposed or announced its
          intention   to  propose  any  merger  or   demerger   or
          acquisition or disposal or transfer of assets or  shares
          or any change in its share or loan capital;
   
    (iv)  issued  or  authorised  or proposed  the  issue  of  any
          debentures or incurred or increased any indebtedness  or
          contingent  liability other than in the ordinary  course
          of business;
  
   (v)    disposed of or transferred, mortgaged or encumbered  any
          asset  or  any right, title or interest in any asset  or
          entered   into  or  varied  any  contract,   commitment,
          reconstruction, amalgamation, transaction or arrangement
          (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, or authorised, proposed  or
          announced any intention to do so otherwise than  in  the
          ordinary course of business;
    
   (vi)   waived or compromised any claim otherwise than  in  the
          ordinary course of business;

  (vii)   entered into any agreement, contract, commitment or
          arrangement  which  consents to or  may  result  in  the
          restriction  of the scope of the business of  the  wider
          Active  Imaging Group taken as a whole or any member  of
          the wider Silvermines Group;

 (viii)   entered into, or varied the terms of, any contract
          or agreement with any of its directors;
     
   (ix)   taken  any corporate action or had any legal proceedings
          started  or  threatened against it for  its  winding-up,
          dissolution or reorganisation or for the appointment  of
          a  receiver, administrative receiver, trustee or similar
          officer  of  all  or any of its assets and  revenues  or
          sought  any  form  of rectification in relation  to  its
          business, affairs or constitution;
    
    (x)   made  any amendments to its memorandum or  articles  of
          association;
     
   (xi)   entered  into  any contract, commitment or agreement  or
          made  an  offer  which remains open for acceptance  with
          respect to any of the transactions or events referred to
          in this condition (k);
     
  (xii)   been  unable or admitted that it is unable to  pay
          its  debts or having stopped or suspended (or threatened
          to  stop  or suspend) payment of its debts generally  or
          ceased  or  threatened to cease carrying  on  all  or  a
          substantial part of its business; or

 (xiii)   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 dependents or to  the  basis  on
          which qualification for or accrual of 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  of  the  trustees
          involving the appointment of a trust corporation;

(l)  save  as  disclosed  in writing to Silvermines  prior  to  22
     November  1997 or as publicly announced by Active Imaging  by
     delivery  of  an  announcement to the  Company  Announcements
     Office  of  the  London Stock Exchange prior to  22  November
     1997, since 31 December 1996:

     (i)  no  litigation, arbitration, prosecution or other  legal
          proceedings   having  been  instituted,   announced   or
          threatened or become pending or remained outstanding  by
          or against any member of the wider Active Imaging Group,
          its  shareholders or officers or to which any member  of
          the  wider  Active Imaging Group or its shareholders  or
          officers is or may become a party (whether as plaintiff,
          defendant or otherwise) which may have a material effect
          on the wider Active Imaging Group taken as a whole;

    (ii)  no  adverse  change or deterioration having occurred  in
          the  business,  assets, financial or  trading  position,
          profits  or prospects of any member of the wider  Active
          Imaging  Group which is material in the context  of  the
          wider Active Imaging Group taken as a whole;

   (iii)  no  contingent  or other liability  having  arisen
          which might be likely materially and adversely to affect
          the wider Active Imaging Group taken as a whole; and
   
    (iv)  no inquiry or investigation having been made by or complaint
          or reference having been made to any Regulatory Authority of a
          material nature to the wider Active Imaging Group in respect of
          any member of the wider Active Imaging Group and no such inquiry,
          investigation, complaint or reference having been threatened or
          instituted;

(m)  Silvermines  not  having  discovered  that  other   than   as
     disclosed to it in writing by the wider Active Imaging  Group
     prior to 22 November 1997:

     (i)  any  business, financial or other information concerning
          any  member of the wider Active Imaging Group  disclosed
          by  or  on  behalf  of any member of  the  wider  Active
          Imaging  Group publicly or to Silvermines  at  any  time
          either contains a misrepresentation of fact or omits  to
          state a fact necessary to make the information contained
          therein not materially misleading;

    (ii)  any  member of the wider Active Imaging Group is subject
          to  any material liability, actual or contingent,  which
          is  not  disclosed in the annual report and accounts  of
          Active  Imaging  for  the  financial  period  ended   31
          December 1996;

   (iii)  any  past  or  present member of the wider  Active
          Imaging Group has not complied with all applicable  laws
          of  any  relevant jurisdiction relating to environmental
          matters  which  non-compliance would be likely  to  give
          rise  to  any  material  liability  (whether  actual  or
          contingent)  or  cost on the part of  the  wider  Active
          Imaging Group;

     (iv) there   has   been  an  emission,  disposal,  discharge,
          deposit,  spillage  or  leak of waste  or  hazardous  or
          harmful substances on or about or from any property  now
          or previously owned, occupied or made use of by any past
          or  present  member  of the wider Active  Imaging  Group
          which  would  be  likely  to give  rise  to  a  material
          liability (whether actual or contingent) or cost on  the
          part of any member of the wider Active Imaging Group;

     (v)  there  is  or  is  likely to be any  material  liability
          (whether  actual  or contingent) or requirement  on  the
          wider  Active  Imaging  Group to make  good,  repair  or
          reinstate  or  clean up any property now  or  previously
          owned,  occupied or made use of by any past  or  present
          member of the wider Active Imaging Group;

     (vi) circumstances exist whereby a person or class of persons
          would  be likely to have any claim or claims in  respect
          of  a  product or process of manufacture or  service  or
          materials  used therein now or previously  manufactured,
          supplied,  sold  or carried out by any past  or  present
          member of the wider Active Imaging Group, which claim or
          claims  would  be likely to materially adversely  affect
          the wider Active Imaging Group taken as a whole;

    (vii) there  has been any material deterioration in  the
          financial,  business or other affairs of any  member  of
          the  wider Active Imaging Group since 31 December  1996;
          or
  (viii)  any of the directors has divulged any confidential
          information relating to the affairs of the wider  Active
          Imaging Group other than in relation to the Offers or in
          the  normal  course  of business or  pursuant  to  their
          responsibilities under the City Code.

For  the  purposes  of  these conditions: the  'wider  Silvermines
Group'   means   Silvermines  and  its  subsidiaries,   subsidiary
undertakings, associated undertakings and any other undertaking in
which   Silvermines  and  such  undertakings  (aggregating   their
interests)  have  a  significant interest and  'the  wider  Active
Imaging   Group'  means  Active  Imaging  and  its   subsidiaries,
subsidiary  undertakings, associated undertakings  and  any  other
undertaking   in  which  Active  Imaging  and  such   undertakings
(aggregating their interests) have a significant interest and  for
these purposes 'subsidiary', 'subsidiary undertaking', 'associated
undertaking' and 'undertaking' have the respective meanings  given
by  the  Act (but for this purpose ignoring paragraph 20(1)(b)  of
schedule  4A  to  the  Act) and 'significant  interest'  means  an
interest  in  10  per cent. or more of the equity  capital  of  an
undertaking.

The  Active  Imaging Ordinary Share Offer will  lapse  unless  the
conditions  set out above are fulfilled or (if capable of  waiver)
waived  by Silvermines or, where appropriate, have been determined
by  Silvermines  in  its reasonable opinion to  be  or  to  remain
satisfied  no later than 21 days after 15 December 1997  or  after
the  date on which the Active Imaging Ordinary Share Offer becomes
or  is declared unconditional as to acceptances, whichever is  the
later, or such later date as the Panel may agree.

Silvermines  reserves the right to waive all or any of  the  above
conditions in whole or in part except conditions (a), (e) and (f).
Conditions (b) to (d) (inclusive) and (g) to (m) (inclusive)  must
be  fulfilled  or  waived within 21 days after  the  later  of  15
December  1997 and the date on which conditions (a), (e)  and  (f)
are  fulfilled  or in each case such later date as the  Panel  may
agree. Silvermines shall be under no obligation to waive or  treat
as  satisfied any of conditions (b) to (d) (inclusive) and (g)  to
(m)  (inclusive) by a date earlier than the latest date  specified
above  for the satisfaction thereof notwithstanding that the other
conditions of the Active Imaging Ordinary Share Offer may at  such
earlier date have been waived or fulfilled and that there  are  at
such  earlier date no circumstances indicating that  any  of  such
conditions may not be capable of fulfilment.

The  Active  Imaging  Ordinary  Share  Offer  will  lapse  if  the
acquisition  of  Active Imaging is referred to the Monopolies  and
Mergers  Commission before the later of 3.00 p.m. on  15  December
1997  and  the date when the Active Imaging Ordinary  Share  Offer
becomes  or is declared unconditional as to acceptances.  In  such
circumstances, the Active Imaging Ordinary Share Offer will  cease
to  be  capable  of  further  acceptance   and  Silvermines  shall
thereupon  cease to be bound by acceptances from persons accepting
the Active Imaging Ordinary Share Offer delivered on or before the
date on which the Active Imaging Ordinary Share Offer so lapses.
Condition of the Active Imaging 'A' Preference Share Offer

The  Active  Imaging 'A' Preference Share Offer is conditional  on
the Active Imaging Ordinary Share Offer becoming or being declared
unconditional in all respects.

Condition  of  the  Active Imaging 'B' Preference  Share  Offer The
Active  Imaging 'B' Preference Share Offer is conditional  on  the
Active  Imaging  Ordinary Share Offer and the Active  Imaging  'A'
Preference Share Offer becoming or being declared unconditional in
all respects.


The contents of this announcement have been approved by Greig
Middleton and Co. Limited and Beeson Gregory Limited, which are
regulated by The Securities and Futures Authority limited, solely
for the purposes of Section 57 of the Financial Services Act 1986.


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