Offer for Bourne End PropsPt2

RNS Number:3305W
BEP Acquisitions Limited
22 December 2000


PART 2

 
Appendix I 
 
Conditions and Further Terms of the Offer 
 
The Offer, which will be made by Granville Baird on behalf of BEP
Acquisitions, will comply with all applicable rules and regulations of the
London Stock Exchange and the Code and will be governed by English law and be
subject to the jurisdiction of the Courts of England. 
 
The Offer will be subject to the following conditions: 
 
(a)     valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. (London time) on the day which is 21
days following the date of the Offer Document (or such later time(s) and/or
date(s) as BEP Acquisitions may, subject to the rules of the Code, decide) in
respect of not less than 90 per cent. in nominal value of the Bourne End
Shares to which the Offer relates.  For the purposes of this condition the
expression "Bourne End Shares to which the Offer relates" shall
mean (i) Bourne End Shares issued or allotted before the date the Offer is
made and (ii) Bourne End Shares issued or allotted after that date but before
the time at which the Offer closes, or such earlier time, as BEP Acquisitions
may, subject to the Code or with the consent of the Panel, decide but
excluding any Bourne End Shares which, on the date on which the Offer is
made, are held or (otherwise than under such a contract as is described in
section 428(5) of the Companies Act 1985) contracted to be acquired by BEP
Acquisitions and/or its associates (within the meaning of section 430E of the
Companies Act 1985); 
 
(b)     BEP Acquisitions not having received notification that it is the
intention of the Secretary of State for Trade and Industry to refer the
proposed acquisition of Bourne End by BEP Acquisitions, or any matters
arising therefrom or related thereto, to the Competition Commission; 
 
(c)     save as disclosed in writing by Bourne End to BEP Acquisitions or to
any of its advisers prior to 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 Bourne End Group is a party or by or to
which any such member of the wider Bourne End Group or any of its assets may
be bound, entitled or subject in any circumstance, which in consequence of
the Offer, or the proposed acquisition of any shares or other securities in
Bourne End or because of a change in the control or management of Bourne End
or otherwise, could or might reasonably be expected to result (to an extent
which is material to BEP Acquisitions in the context of the Offer and of the
wider Bourne End Group taken as a whole) in: 
 
(i)     any monies borrowed by, or any other indebtedness (actual or
contingent) of, or grant available to any member of the wider Bourne End
Group being or becoming repayable or capable of being declared repayable
immediately or earlier than its stated maturity date or repayment date or the
ability of any member of the wider Bourne End Group to borrow monies or incur
any indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited; 
 
(ii)     any such agreement, arrangement, licence, permit or instrument or
the rights, liabilities, obligations or interests of any member of the wider
Bourne End Group thereunder being terminated or adversely modified or
affected or any onerous obligation or liability arising or any adverse action
being taken or arising thereunder; 
 
(iii)     any assets or interests of any member of the wider Bourne End Group
being or falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed of or
charged; 
 
(iv)     the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or
assets of any member of the wider Bourne End Group; 
 
(v)     the rights, liabilities, obligations or interests or business of any
member of the wider Bourne End Group in or with any person, firm or body (or
any arrangement relating to any such interest or business) being terminated,
adversely modified or affected; 
 
(vi)     the value of any member of the wider Bourne End Group or its
financial or trading position being prejudiced or adversely affected; 
 
(vii)     any member of the wider Bourne End Group ceasing to be able to
carry on business under any name under which it presently does so; or 
 
(viii)     the creation of any liability, actual or contingent, by any such
member; 
 
     and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to which any
member of the wider Bourne End Group is a party or by or to which any such
member or any of its assets may be bound, entitled or subject, might
reasonably be expected to result in any of the events or circumstances as are
referred to in sub-paragraphs (i) to (viii) of this paragraph (c) and which
in any such case is material to BEP Acquisitions in the context of the Offer; 
 
(d)     no government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade
agency, association, institution or any other body or person whatsoever in
any jurisdiction (each a "Third Party") having decided to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or
reference, or enacted, made or proposed any statute, regulation, decision or
order or having taken any other steps which would or might: 
 
(i)     require, prevent or delay the divestiture or alter the terms
envisaged for any proposed divestiture by any member of the wider BEP
Acquisitions Group or any member of the wider Bourne End Group of all or any
material portion of their respective businesses, assets or property or impose
any limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own any of their respective assets or
properties or any material part thereof; 
 
(ii)     require, prevent or delay the divestiture by any member of the wider
BEP Acquisitions Group of any shares or other securities in Bourne End; 
 
(iii)     impose any material limitation on, or result in a material delay
in, the ability of any member of the wider BEP Acquisitions Group or the
wider Bourne End Group directly or indirectly to acquire or to hold or to
exercise effectively any rights of ownership in respect of shares or loans or
securities convertible into shares or any other securities (or the
equivalent) in any member of the wider Bourne End Group or to exercise
management control over any such member; 
 
(iv)     otherwise adversely affect the business, assets, profits or
prospects of any member of the wider Bourne End Group to an extent which is
material to BEP Acquisitions in the context of the Offer and of the Bourne
End Group taken as a whole; 
 
(v)     make the Offer or its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control of Bourne End by
BEP Acquisitions void, illegal, and/or unenforceable under the laws of any
jurisdiction, or otherwise, directly or indirectly, restrain, restrict,
prohibit, delay or otherwise interfere with the same, or impose additional
conditions or obligations with respect thereto, or otherwise challenge or
interfere therewith to an extent which is material; 
 
(vi)     save pursuant to the Offer or Part XIIII A of the Act, require any
member of the wider BEP Acquisitions Group or the wider Bourne End Group to
offer to acquire any shares or other securities or interest in any member of
the wider Bourne End Group owned by any third party; or 

(vii)     impose any limitation on the ability of any member of the wider
Bourne End Group or the wider BEP Acquisitions Group to co-ordinate its
business, or any part of it, with the businesses of any other members of the
wider Bourne End Group or the wider BEP Acquisitions Group, to an extent
which is material to BEP Acquisitions in the context of the Offer and of the
Bourne End Group taken as a whole; 
 
(e)     all applicable waiting and other time periods during which any such
Third Party could institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference or any other step under the laws of
any jurisdiction having expired, lapsed or been terminated; 
 
(f)     all necessary filings or applications having been made in connection
with the Offer and all statutory or regulatory obligations in any
jurisdiction having been complied with in connection with the Offer or the
acquisition by any member of the wider BEP Acquisitions Group of any shares
or other securities in, or control of, Bourne End and all authorisations,
orders, recognitions, grants, consents, licences, confirmations, clearances,
permissions, and approvals reasonably deemed necessary or appropriate in any
jurisdiction by BEP Acquisitions for or in respect of the Offer or the
proposed acquisition of any shares or other securities in, or control of,
Bourne End by any member of the wider BEP Acquisitions Group having been
obtained in terms and in a form reasonably satisfactory to BEP Acquisitions
from all appropriate Third Parties or persons or bodies with whom any member
of the wider Bourne End Group has entered into contractual arrangements and
all such authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals necessary to carry on
the business of any member of the wider Bourne End Group remaining in full
force and effect and all filings necessary for such purpose having been made
and there being no notice or intimation of any intention to revoke or not to
renew any of the same at the time at which the Offer becomes otherwise
unconditional and all necessary statutory or regulatory obligations in any
jurisdiction having been complied with; 
 
(g)     save as disclosed in writing to BEP Acquisitions or its advisers by
Bourne End prior to the date of this announcement or as disclosed in the
report and accounts of Bourne End for the year ended 31 December 1999 or as
disclosed in the interim statement of Bourne End for the six months ended 30
June 2000 or as otherwise publicly announced by Bourne End to the Company
Announcements Office of the London Stock Exchange prior to the date of this
announcement, no member of the wider Bourne End Group having, since 31
December 1999: 
 
(i)     save as between Bourne End and wholly-owned subsidiaries of Bourne
End or for Bourne End Shares issued pursuant to the exercise of options
granted under any Bourne End Share Scheme, issued, authorised or proposed the
issue of additional shares of any class; 
 
(ii)     save as between Bourne End and wholly-owned subsidiaries of Bourne
End or for the grant of options under any Bourne End Share Scheme, issued or
authorised or proposed the issue of securities convertible into shares of any
class or rights, warrants or options to subscribe for, or acquire, any such
shares or convertible securities; 
 
(iii)     other than to another member of the Bourne End Group, recommended,
declared, paid or made or proposed to recommend, declare, pay or make any
bonus, dividend or other distribution; 
 
(iv)     merged or demerged with any body corporate or acquired or disposed
of or transferred, mortgaged or charged or created any security interest over
any assets or any right, title or interest in any asset (including shares and
trade investments) or authorised or proposed or announced any intention to
propose any merger, demerger, acquisition or disposal (other than, in any
case aforesaid, in the ordinary course of business); 
 
(v)     made or authorised or proposed or announced an intention to propose
any change in its loan capital; 
 
(vi)     issued, authorised or proposed the issue of any debentures or
incurred (other than in the ordinary course of business) any indebtedness or
become subject to any contingent liability; 
 
(vii)     purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or
reduced or, save with respect to the matters mentioned in sub-paragraph (i)
above, made any other change to any part of its share capital; 
 
(viii)     implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business; 
 
(ix)     entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which is or is likely to be
materially restrictive to the businesses of any member of the wider Bourne
End Group or which involves or might reasonably be expected to involve an
obligation of such a nature or magnitude or which is other than in the
ordinary course of business and which is material to BEP Acquisitions in the
context of the Offer and of the Bourne End Group taken as a whole; 
 
(x)     (other than in respect of a member of the Bourne End Group which is
dormant and was solvent at the relevant time) taken any corporate action or
had any legal proceedings started or threatened against it for its
winding-up, dissolution or reorganisation or for the appointment of a
receiver, administrative receiver, administrator, trustee or similar officer
of all or any of its assets or revenues or any analogous proceedings in any
jurisdiction or had any such person appointed; 
 
(xi)     entered into any contract, transaction or arrangement which would be
restrictive on the business or any part of the business of any member of the
wider Bourne End Group or the wider BEP Acquisitions Group which is material
to BEP Acquisitions in the context of the Offer and of the wider Bourne End
Group or the wider BEP Acquisitions Group taken as a whole; 
 
(xii)     waived or compromised any claim which is material to BEP
Acquisitions in the context of the Offer and of the wider Bourne End Group
taken as a whole; 
 
(xiii)     entered into any contract, commitment, arrangement or agreement or
passed any resolution or, made any offer (which remains open for acceptance)
with respect to or announced any intention to, or to propose to, effect any
of the transactions, matters or events referred to in this condition; 
 
(xiv)     been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying on
all or a substantial part of its business; 
 
(xv)     entered into or varied or made any offer (which remains open for
acceptance) to enter into or vary the terms of any service agreements with
any of the directors or senior executives of any member of the wider Bourne
End Group; 
 
(xvi)     made any alteration to its memorandum or articles of association or
other incorporation documents; or 
 
(xvii)     sold, assigned or otherwise disposed of any property currently
owned or occupied by any member of the wider Bourne End Group, other than the
disposal of the property at Queen Anne Street, London; 
 
and, for the purposes of paragraph (iii) of this condition, the term
"Bourne End Group" shall mean Bourne End and its wholly-owned subsidiaries; 
 
(h)     save as disclosed in writing to BEP Acquisitions or its advisers by
Bourne End prior to the date of this announcement or as disclosed in the
report and accounts of Bourne End for the year ended 31 December 1999 or as
disclosed in the interim statement of Bourne End for the six months ended 30
June 2000 or as otherwise publicly announced by Bourne End to the Company
Announcements Office of the London Stock Exchange prior to the date of this
announcement: 
 
(i)     no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of the wider
Bourne End Group taken as a whole which is material to BEP Acquisitions in
the context of the Offer and of the Bourne End Group taken as a whole; 
 
(ii)     no litigation, arbitration, proceedings, prosecution or other legal
proceedings to which any member of the wider Bourne End Group is or may
become a party (whether as a plaintiff, defendant or otherwise) and no
investigation by any Third Party against or in respect of any member of the
wider Bourne End Group having been instituted, threatened or announced by or
against or remaining outstanding in respect of any member of the wider Bourne
End Group which might have a material adverse effect on the Bourne End Group
taken as a whole; and 

(iii)     no contingent or other liability having arisen or become apparent
to BEP Acquisitions which might reasonably be expected materially and
adversely to affect the wider Bourne End Group taken as a whole; 
 
(i)     BEP Acquisitions not having discovered: 
 
(i)     that any financial, business or other information concerning the
wider Bourne End Group which is contained in information publicly disclosed
at any time (and not having been corrected by a subsequent announcement to
the London Stock Exchange prior to the issue of this document) by or on
behalf of any member of the wider Bourne End Group, is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make that
information not misleading which in any such case is material to BEP
Acquisitions in the context of the Offer and of the Bourne End Group taken as
a whole; 
 
(ii)     that any member of the wider Bourne End Group is subject to any
liability (contingent or otherwise) which is material to BEP Acquisitions in
the context of the Offer and of the wider Bourne End Group taken as a whole
and which is not disclosed in the report and accounts of Bourne End for the
year ended 31 December 1999; or 
 
(iii)     any information which affects the import of any information
disclosed at any time by or on behalf of any member of the wider Bourne End
Group which is material to BEP Acquisitions in the context of the Offer and
of the wider Bourne End Group taken as a whole; and 
 
(j)     BEP Acquisitions not having discovered that (other than to the extent
publicly announced by Bourne End or as disclosed in writing by Bourne End to
BEP Acquisitions or its advisers prior to the date of this announcement): 
 
(i)     any past or present member of the wider Bourne End Group has failed
to comply with any and/or all applicable legislation or regulation of any
jurisdiction with regard to environmental matters including the disposal,
spillage, release, discharge, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment or harm human
health or animal health or otherwise relating to environmental matters, or
that there has otherwise been any such disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) and any of which disposal, spillage,
release or discharge, leak or emission would be reasonably likely to give
rise to any liability (actual or contingent) on the part of any member of the
wider Bourne End Group which is material to BEP Acquisitions in the context
of the Offer and of the wider Bourne End Group taken as a whole; or 
 
(ii)     there is, or is reasonably likely to be, for that or any other
reason whatsoever, any liability (actual or contingent), which is material to
BEP Acquisitions in the context of the Offer and of the wider Bourne End
Group taken as a whole, of any past or present member of the wider Bourne End
Group to make good, repair, reinstate or clean up any property or any
controlled waters now or previously owned, occupied, operated or made use of
or controlled by any such past or present member of the wider Bourne End
Group, under any environmental legislation, regulation, notice, circular or
order of any government, supranational, statutory or other regulatory body,
agency, court, association or any other person or body in any jurisdiction. 
 
For the purposes of these conditions, the "wider Bourne End Group" means
Bourne End and its subsidiary undertakings, associated undertakings and any
other undertaking in which Bourne End and/or such undertakings (aggregating
their interests) have a significant interest and the "wider BEP Acquisitions
Group" means BEP Acquisitions and its subsidiary undertakings, associated
undertakings and any other undertaking in which BEP Acquisitions and/or such
undertakings (aggregating their interests) have a significant interest and
for these purposes "subsidiary undertaking", "associated undertaking" and
"undertaking" have the meanings given by the Companies Act, other than
paragraph 20(1)(b) of Schedule 4A to that Act which shall be excluded for
this purpose, and "significant interest" means an interest in twenty per
cent. or more of the equity share capital (as defined in that Act). 
 
BEP Acquisitions reserves the right to waive, in whole or in part, all
or any of the above conditions, except condition (a). If BEP Acquisitions is
required to make an offer for Bourne End Shares under the provisions of Rule
9 of the Code, BEP Acquisitions may make such alterations to any of the above
conditions as are necessary to comply with the provisions of that Rule. 

Conditions (b) to (j) (inclusive) must be fulfilled or waived by
midnight on the day which is the later of (a) the 21st day after the date on
which condition (a) is fulfilled and (b) the day which is 21 days after the
date of the Offer Document (or in each case such later time(s) and/or date(s)
as the Panel may agree). BEP Acquisitions shall be under no obligation to
waive
or treat as satisfied any of the conditions (b) to (j) (inclusive) by a date
earlier than the latest date specified above for the satisfaction thereof,
notwithstanding that the other conditions of the Offer may at such earlier
date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment. 
 
The Offer will lapse if the proposed acquisition of the issued share
capital of Bourne End pursuant to the Offer is referred to the Competition
Commission by the Secretary of State for Trade and Industry before 3.00 p.m.
(London time) on the date which is 21 days after the date of the Offer
Document or the date on which the Offer becomes or is declared unconditional
as to acceptances, whichever is the later. In such circumstances, the Offer
will cease to be capable of further acceptance and persons accepting the
Offer and BEP Acquisitions shall thereupon cease to be bound by acceptances
delivered on or before the date on which the Offer so lapses. 
 
The Bourne End Shares are to be acquired fully paid and free from all liens,
charges, encumbrances, equitable interests, rights of pre-emption and other
third party rights of any nature whatsoever and together with all rights now
or hereafter attaching thereto, including the right to receive in full all
dividends and other distributions declared, paid or made after the date of
this announcement. 

Appendix II 
 
Definitions 
 
The following definitions apply throughout this announcement, unless the
context requires otherwise: 
 

                                                                              
  "BEP Acquisitions"               means BEP Acquisitions Limited;            
  "BEP Acquisitions Group"         means BEP Property Holdings Limited        
                                   and its subsidiaries and subsidiary        
                                   undertakings;                              
  "Bourne End" or "the Company"    means Bourne End Properties Plc;           
  "Bourne End Group" or "Group"    means Bourne End and its subsidiaries      
                                   and subsidiary undertakings;               
  "Bourne End Share Schemes"       means the following schemes of Bourne      
                                   End, namely the Bourne End 1987 Share      
                                   Option Scheme and the Bourne End 1993      
                                   Unapproved Share Option Scheme and the     
                                   Bourne End Executive Incentive Scheme      
                                   (as adopted by the board of Bourne End     
                                   on 18 June 1998);                          
  "Bourne End Shares"              means the existing unconditionally         
                                   allotted or issued and fully paid          
                                   ordinary shares of 25p each in the         
                                   capital of Bourne End and any further      
                                   such shares which are unconditionally      
                                   allotted or issued before the date on      
                                   which the Offer closes (or before such     
                                   earlier date as BEP Acquisitions,          
                                   subject to the Code, may decide)           
                                   including any such shares                  
                                   unconditionally allotted or issued         
                                   pursuant to the exercise of options        
                                   granted under the Bourne End Share         
                                   Schemes;                                   
  "Bourne End Shareholders"        means the holders of Bourne End            
                                   Shares;                                    
  "Closing Price"                  means the closing middle market            
                                   quotation of an Bourne End Share on a      
                                   particular trading day as derived from     
                                   the Official List;                         
  "Code"                           means The City Code on Takeovers and       
                                   Mergers;                                   
  "Companies Act"                  means the Companies Act 1985, as           
                                   amended;                                   
  "Credit Suisse First Boston"     means Credit Suisse First Boston           
                                   (Europe) Limited                           
  "Form of Acceptance"             means the form of acceptance relating      
                                   to the Offer;                              
  "Granville Baird"                means Granville Baird Limited;             
  "Greenwich Group"                means Greenwich Group International        
                                   LLC and The Greenwich International        
                                   (UK) Limited Partnership;                  
  "London Stock Exchange"          means London Stock Exchange plc;           
  "Offer Document"                 means the document to be despatched to     
                                   Bourne End Shareholders containing the     
                                   full terms and conditions of the           
                                   Offer;                                     
  "Offer"                          means the cash offer to be made by         
                                   Granville Baird on behalf of BEP           
                                   Acquisitions to acquire all of the         
                                   Bourne End Shares including, where the     
                                   context admits, any subsequent             
                                   revision, variation, extension or          
                                   renewal of such offer;                     
  "Official List"                  means the Daily Official List of the       
                                   London Stock Exchange;                     
  "Merrill Lynch Group"            means Merrill Lynch & Co., Inc and its     
                                   subsidiaries and subsidiary                
                                   undertakings;                              
  "NASDAQ"                         means the National Market System           
                                   operated by NASDAQ Inc;                    

 

                                                                   
  "Panel"                          means The Panel on Takeovers and Mergers;  
 

                                                                              
  "subsidiary" and "subsidiary      have the respective meanings given by     
  undertaking"                      the Companies Act;                        
  "United Kingdom" or "UK"          means the United Kingdom of Great         
                                    Britain and Northern Ireland;             
  "United States", "US" or "USA"    means the United States of America,       
                                    its territories and or possessions,       
                                    any state of the United States of         
                                    America and the District of Columbia      
                                    and all other areas subject to its        
                                    jurisdiction;                             
  "USD"                             means US dollars, the lawful currency     
                                    of the USA;                               
  "WREI Group"                      means Wilshire Real Estate Investment     
                                    Inc and its subsidiaries and              
                                    subsidiary undertakings;                  
 
All times referred to in this announcement are London time.