Proposed cancellation of AIM listing

 

TIDMBCT 
 
RNS Number : 9599C 
Business Control Solutions Grp PLC 
24 November 2009 
 
? 
24 November 2009 
 
 
 
 
PROPOSED CANCELLATION OF ADMISSION 
TO TRADING ON AIM OF THE ORDINARY SHARES 
AND 
RE-REGISTRATION AS A PRIVATE LIMITED COMPANY 
 
 
TENDER OFFER TO ACQUIRE UP TO 40,000,000 ORDINARY SHARES AT 1.25 PENCE PER 
ORDINARY SHARE 
 
 
 
 
The following announcement incorporates extracts from the Chairman's Letter 
contained in a Circular which has been posted to the Company's Ordinary 
Shareholders today, relating to Business Control Solutions Group's proposed 
cancellation of its AIM listing: 
 
 
1. Introduction 
 
 
On 30 September 2009 the Company announced in its Interim Results that the Board 
was considering the merits of maintaining the admission of the Ordinary Shares 
to trading on AIM, as well as exploring how a de-listing might be best achieved. 
The Company announces that it is proposing to seek Shareholder approval for the 
cancellation of admission to trading on AIM of its Ordinary Shares and the 
re-registration of the Company as a private limited company. 
 
 
The Company also announces that the EBT is offering Qualifying Shareholders the 
ability to sell at least a proportion of their shareholding through a Tender 
Offer at 1.25 pence per Ordinary Share. This was also the closing price of an 
Ordinary Share on 20 November 2009, being the latest practicable date prior to 
the date of this announcement. 
 
 
The Tender Offer will afford Qualifying Shareholders an opportunity to realise 
some of their Ordinary Shares prior to the De-Listing becoming effective. A 
Qualifying Shareholder will be able to tender up to a maximum of 14.7 per cent. 
of his holding of Ordinary Shares but may be able to realise a larger proportion 
of his shareholding depending on the extent to which other Qualifying 
Shareholders decide not to participate in the Tender Offer. 
 
 
The maximum number of Ordinary Shares which the EBT will acquire under the 
Tender Offer is 40,000,000, which will result in a payment of up to GBP500,000 
by the EBT to participating Qualifying Shareholders. Any Ordinary Shares 
acquired by the EBT pursuant to the Tender Offer will be held by the EBT for the 
purpose of granting share options to incentivise key employees of the Group. 
 
 
The Company has received irrevocable undertakings to vote in favour of the 
Resolutions from each of the Directors and certain Shareholders holding in 
aggregate 175,838,214 Ordinary Shares, representing approximately 65 per cent. 
of the Company's issued share capital. 
 
 
The Company has also received irrevocable undertakings not to accept the Tender 
Offer from each of the Directors in respect of their entire holdings of 
152,747,360 Ordinary Shares in aggregate, representing approximately 56 per 
cent. of the Company's issued share capital. 
 
 
A circular is being sent later today to all Shareholders to convene a general 
meeting of the Company and to explain the background to, and reasons for, the 
Proposals and the reasons why the Directors unanimously consider the Proposals 
to be in the best interests of the Company and its Shareholders as a whole. 
 
 
2. De-Listing and Re-Registration 
 
 
2.1 Reasons for the De-Listing 
 
 
As announced on 30 September 2009, the Directors have been considering for some 
time the merits or otherwise of the Company's Ordinary Shares continuing to be 
admitted to trading on AIM and remaining a public limited company. The following 
factors have been taken into account by the Directors in reaching the conclusion 
that the De-Listing is in the best interests of the Company and its Shareholders 
as a whole: 
 
 
  *  the Group has made progress against its strategic goals and yet its market 
  capitalisation is significantly lower than when it raised additional funds to 
  pursue its strategic goals in November 2006; 
 
 
 
  *  the Company, like most other small AIM quoted companies, suffers from a lack of 
  liquidity for its Ordinary Shares and, in practical terms, a small free float 
  and market capitalisation, which reduces demand. In addition, the width of the 
  bid/offer spread at which a market is made in the Ordinary Shares has 
  accentuated the lack of liquidity and, in the opinion of the Directors, this 
  spread is unlikely to improve given the Company's size and lack of appeal to 
  investors; 
 
 
 
  *  the costs associated with maintaining the Company's admission to trading on AIM 
  are high (approximately GBP200,000 per annum) and given the economic climate are 
  becoming increasingly burdensome; and 
 
 
 
  *  in the opinion of the Directors, the most likely exit route for Shareholders 
  will ultimately be via a trade sale and that the proceeds from a potential trade 
  sale will be maximised without reference to an underperforming share price. 
 
 
 
The Directors strongly believe that for the reasons referred to above, the 
Company should seek the cancellation of the admission of its Ordinary Shares to 
trading on AIM and re-register as a private limited company. 
 
 
2.2 Strategy 
 
 
Following completion of the De-Listing, Re-Registration and the Tender Offer, it 
is the intention of the Board to continue to operate the Group's business in the 
same manner, and with the same objectives and strategy, as at present. The Group 
will continue to operate with a level of corporate governance that the Board 
considers to be appropriate for a company of its size and resources. I will 
continue in my role as independent Chairman and to chair the remuneration 
committee. 
 
 
2.3 De-Listing 
 
 
Rule 41 of the AIM Rules requires an AIM company wishing the London Stock 
Exchange to cancel admission of its shares to trading on AIM to notify such 
intended cancellation and separately inform the London Stock Exchange of its 
preferred cancellation date at least twenty Business Days prior to such date. 
The cancellation is conditional upon the consent of not less then 75 per cent. 
of votes cast by Shareholders given in a general meeting. 
 
 
The GM Notice contains a special resolution numbered 1 which proposes that the 
Company's admission to trading on AIM is cancelled. Subject to the passing of 
Resolution 1 at the GM, it is expected that the last day of dealings in Ordinary 
Shares on AIM will be 23 December 2009 and that De-Listing will be effective 
from 7.00 am on 24 December 2009. 
 
 
2.4 Re-Registration 
 
 
Following the De-Listing there will be no need for the Company to remain as a 
public limited company. The Re-Registration will enable the Company to take 
advantage of various provisions of the Act that will reduce the administrative 
burden on the Company, such as the ability to pass written resolutions. 
 
 
In order for the Company to effect the Re-Registration (and to make certain 
consequential amendments to the Articles) Shareholders will be asked to pass the 
special resolution numbered 2 set out in the GM Notice. Resolution 2 to approve 
the Re-Registration will be conditional on Resolution 1 approving the De-Listing 
being passed and the De-Listing taking effect. 
 
 
If Resolution 2 in the GM Notice is duly passed by not less than 75 per cent. of 
votes cast by Shareholders and the Re-Registration becomes effective, the 
Articles will need to be updated to reflect the fact that the Company is no 
longer a public limited company and to remove certain provisions which will no 
longer be relevant. The main provisions which will be removed are those relating 
to Ordinary Shares which are currently held in uncertificated form through 
CREST. Certain consequential amendments will also need to be made to remove 
definitions which will no longer be used and to update the numbering of the 
Articles. Accordingly, the Resolution relating to the Re-Registration also seeks 
Shareholders' approval to the amendments to the Articles. Copies of the amended 
Articles showing the proposed changes can be viewed, together with the current 
Articles, on the Company's website www.bcsplc.com and are also available for 
inspection at the Company's registered office during usual business hours on any 
Business Day until the time of the GM. The amended Articles will also be 
available for inspection at the place of the GM for at least 15 minutes prior to 
the GM and during the GM itself. 
 
 
If Resolution 2 to approve the Re-Registration is passed, upon the De-Listing 
taking effect, the Company will file the requisite documents with the Registrar 
of Companies along with the relevant fee for re-registration. The 
Re-Registration will become effective upon the Registrar of Companies issuing a 
certificate of incorporation as a private limited company, which will be issued 
once the Registrar is satisfied that no valid application can be made to cancel 
the Resolution approving the Re-Registration. 
 
 
If Resolution 2 to approve the Re-Registration is not passed, the Company will 
still proceed with the De-Listing. 
 
 
2.5 Following the De-Listing and Re-Registration 
 
 
Shareholders should be aware that save as set out below following the De-Listing 
and Re-Registration becoming effective there will be no market facility for 
dealing in the Ordinary Shares and no price will be publicly quoted for the 
Ordinary Shares. As such liquidity in, and marketability of, the Ordinary Shares 
will be very limited and holdings of Ordinary Shares will be difficult to value 
and to trade. 
 
 
The Directors are aware that some Shareholders may still wish to acquire or 
dispose of Ordinary Shares, but that De-Listing will make it more difficult for 
them to do so. The Directors intend to make available following the De-Listing 
becoming effective a new matched bargain service via J P Jenkins Limited. 
Further details of this will be made available via the Company's website and 
directly by letter or e-mail to Shareholders, where appropriate. 
In addition, the EBT is proposing the Tender Offer (details of which are set out 
below and in Part II of the Circular), so that Qualifying Shareholders have the 
opportunity to realise at least some of their Ordinary Shares ahead of the 
De-Listing becoming effective. Qualifying Shareholders may be able to realise a 
greater proportion of their Ordinary Shares pursuant to the Tender Offer 
depending on the extent to which other Qualifying Shareholders take up the 
Tender Offer. 
 
 
To the extent that Shareholders are unable or unwilling to hold Ordinary Shares 
in the Company following the De-Listing becoming effective, or wish to realise 
their investment in the Company beyond their participation in the Tender Offer, 
such Shareholders should consider selling their Ordinary Shares on AIM prior to 
the De-Listing becoming effective, which is expected to be at 7.00 am on 24 
December 2009. 
 
 
Shareholders should note that following the De-Listing, the Company will remain 
subject to the provisions of the Code. 
 
 
3. Tender Offer 
 
 
In light of the proposed De-Listing and Re-Registration, the EBT is proposing a 
Tender Offer to purchase up to 40,000,000 Ordinary Shares, representing 14.7 per 
cent. of the Company's current issued share capital at 1.25 pence per Ordinary 
Share. This represents the price of an Ordinary Share on 30 September 2009, the 
date of the announcement of the Interim Results when the Company announced that 
it was considering the merits of maintaining the admission of the Ordinary 
Shares to trading on AIM, as well as exploring how a de-listing might be best 
achieved. 
 
 
The Tender Offer will be open to all Qualifying Shareholders (being those 
Shareholders, other than Overseas Shareholders on the Company's Register of 
Members on the Record Date). Qualifying Shareholders may participate in the 
Tender Offer by tendering either all or a proportion of their registered 
holdings of Ordinary Shares. 
 
 
Each Qualifying Shareholder will be entitled to sell Ordinary Shares at a price 
of 1.25 pence per Ordinary Share. Each Qualifying Shareholder may tender up to 
14.7 per cent. of their holding of Ordinary Shares registered in their name on 
the Record Date, rounded down to the nearest whole number of Ordinary 
Shares. This was also the closing price of an Ordinary Share on 20 November 
2009, being the latest practicable date prior to the date of this announcement. 
 
 
The Tender Offer will also present tendering Qualifying Shareholders with an 
opportunity to sell more than their pro rata entitlement of Ordinary Shares to 
the extent that other Qualifying Shareholders tender less than their pro rata 
entitlement or do not submit a tender. If the number of Ordinary Shares validly 
tendered exceeds 40,000,000 and if and to the extent that any Qualifying 
Shareholders have tendered less than their pro rata entitlement under the Tender 
Offer, surplus tenders will be accepted pro rata to the number of additional 
Ordinary Shares tendered so that the total number of Ordinary Shares purchased 
pursuant to the Tender Offer does not exceed 40,000,000. Shareholders should be 
aware that the Company has received irrevocable undertakings not to accept the 
Tender Offer from each of the Directors in respect of their entire holdings of 
152,520,906 Ordinary Shares in aggregate, representing approximately 56 per 
cent. of the Company's issued share capital. 
 
 
If tenders totalling less than 1 per cent. of the voting rights attaching to the 
issued share capital of the Company are received, the Tender Offer will be void. 
 
 
The EBT is a newly established employee benefit trust. The trustee of the EBT is 
B2B Systems Trustees Limited, a wholly owned subsidiary of the Company, the 
directors of which are Roger Shepherd, the Company's Finance Director and 
Company Secretary, and Paul Brock, the Company's Chief Operating Officer. 
 
 
Any Ordinary Shares purchased by the EBT pursuant to the Tender Offer will be 
held by the EBT for the purpose of granting share options to incentivise key 
employees of the Group. The Directors have determined that Nigel Walder, the 
Company's Chief Executive, will not be granted options under the EBT. Any 
Ordinary Shares purchased by the EBT under the Tender Offer will be funded by a 
gift from Business Control Solutions public limited company, a wholly-owned 
subsidiary of the Company, out of its current financial resources and therefore 
the funding of the Tender Offer is not dependent on third party financing. 
 
 
No Ordinary Shares will be purchased in relation to the Tender Offer unless 
Resolution 1 to approve the De-Listing is passed at the General Meeting. 
 
 
The EBT reserves the right at any time prior to the announcement of the results 
of the Tender Offer to decline to proceed with the Tender Offer if it concludes 
that the implementation of the Tender Offer is no longer in its best interests. 
The Tender Offer is conditional upon the passing at the General Meeting of 
Resolution 1 to approve the De-Listing, but is not conditional on the passing of 
Resolution 2 to approve the Re-Registration. 
 
 
Ordinary Shares will be purchased from Qualifying Shareholders free of any 
commissions, stamp duty, stamp duty reserve tax and dealing charges. 
 
 
Further information relating to the Tender Offer is set out in Part II of the 
Circular. 
 
 
4. Directors' Intentions regarding the Tender Offer 
 
 
The Directors have irrevocably undertaken that they will not participate in the 
Tender Offer in respect of any Ordinary Shares which they legally and/or 
beneficially own. 
 
 
5. Shareholders Agreement 
 
 
The Company is aware that on 18 November 2009, Nigel Walder, the Company's Chief 
Executive and holder of 70,922,379 Ordinary Shares, representing approximately 
26.1 per cent. of the Company's issued share capital, and Alexander (Sandy) 
Anderson, a Non-Executive Director of the Company and holder of 81,055,193 
Ordinary Shares, representing approximately 29.9 per cent. of the Company's 
issued share capital, entered into an agreement to record their intentions in 
relation to the management of the Company following the De-Listing taking 
effect. The Shareholders Agreement is conditional upon the De-Listing taking 
effect and will come into force immediately thereon. 
Shareholders should note that the Company is not a party to the Shareholders 
Agreement, but the Directors are of the opinion that Shareholders should be made 
aware of the following provisions contained in the Shareholders Agreement: 
1. The parties have agreed to exercise their voting rights and other powers of 
control to ensure 
 

         that, so far as they are able, the board remains 
committed to maintaining high standards of 
 

         corporate governance, 
in particular that: 
1.1 the Company remains headed by an effective board, that includes a balance of 
executive and non-executive directors so that no individual or small group of 
individuals can dominate the Boards decision making; 
1.2 the Chairman remains an independent director; 
1.3 levels of remuneration remain sufficient to attract, retain and motivate 
suitable directors; 
1.4 the Companys remuneration committee remains in place and has delegated 
responsibility for setting the remuneration for all executive directors; 
1.5 the terms of reference of the remuneration committee include recommending 
the size of the discretionary annual bonus pool for senior management, with the 
allocation of the pool determined by the executive directors; 
1.6 the board continues to determine the remuneration of the non-executive 
directors; 
1.7 the Company maintains a sound system of internal controls to safeguard 
Shareholders' investment and the Groups assets; and 
1.8 the board continues to use annual general meetings as an opportunity to 
communicate with Shareholders. 
2. For as long as the parties (together with their connected persons) hold not 
less than 10 per cent. of the Companys issued share capital, each of the 
Parties shall exercise their voting rights to ensure that they (or a 
representative) shall sit on the board at all times. 
3. The parties acknowledge the board's intention to establish one or more 
executive director and senior management incentive schemes to ensure that such 
persons remain motivated to contribute to the success of the Group. 
4. The parties have agreed not to dispose of any of their Ordinary Shares 
without first giving the Company a reasonable opportunity to purchase such 
Ordinary Shares. 
5. The parties have agreed to support a dividend policy that maximises the 
distribution of the Companys distributable reserves if the Board considers a 
distribution to be in the best interests of the Company, having regard to its 
financial requirements. 
 
A copy of the Shareholders Agreement will be available for inspection at the 
Companys registered office during normal business hours from the date of this 
announcement until the time of the GM and for at least 15 minutes prior to the 
GM and during the GM. 
 
 
6. The Code 
 
The Panel has determined that Nigel Walder and Sandy Anderson are deemed to be 
acting in concert for the purposes of the Code. 
 
The Panel has also determined that the EBT will be deemed to be acting in 
concert with Nigel Walder and Sandy Anderson in respect of the Tender Offer. As 
a consequence, as the concert party holds more than 50 per cent. of the voting 
rights of the Company and for so long as they continue to be treated as acting 
in concert, the concert party will be able to acquire Ordinary Shares without 
incurring an obligation to make a general offer to all Shareholders in 
accordance with Rule 9 of the Code. In the event that the shareholding of any 
individual member of the concert party amounts to 30 per cent. or more of the 
entire issued share capital of the Company, that person will be required to make 
a general offer under Rule 9 of the Code. Accordingly Sandy Anderson (who 
currently holds 29.9 per cent. of the issued share capital of the Company) is 
unable to acquire any further Ordinary Shares without giving rise to this 
requirement. 
 
 
 
7. General Meeting 
 
The Circular contains a notice of the GM which is to be held on 16 December 2009 
at 11.30 a.m. at the offices of Arbuthnot Securities, Arbuthnot House, 20 
Ropemaker Street, London, EC2Y 9AR at which the Resolutions will be proposed to 
approve the De-Listing and the Re-Registration. 
 
To be effective, each of the Resolutions approving the De-Listing and the 
Re-Registration must be passed on a show of hands or on a poll by not less than 
75 per cent. of those Shareholders present in person or (being a corporation) 
present by a duly authorised person or by proxy and voting at the General 
Meeting. 
 
8. Irrevocable Undertakings 
 
The Company has received irrevocable undertakings to vote in favour of the 
Resolutions from each of the Directors and certain Shareholders holding in 
aggregate 175,838,214 Ordinary Shares, representing approximately 65 per cent. 
of the Companys issued share capital. 
 
The Company has also received irrevocable undertakings not to accept the Tender 
Offer from each of the Directors in respect of their entire holdings of 
152,747,360 Ordinary Shares in aggregate, representing approximately 56 per 
cent. of the Companys issued share capital. 
 
Arbuthnot Securities Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting as nominated adviser and 
broker to the Company in relation to the proposals outlined in the document and 
will not be responsible to any person other than the Company for providing the 
protections afforded to its customers or for advising any other person on the 
contents of this document or any matter, transaction or arrangement referred to 
herein. The responsibilities of Arbuthnot Securities Limited as the Companys 
nominated adviser and broker under the AIM Rules are owed solely to the London 
Stock Exchange plc and are not owed to the Company or to any Director, 
Shareholder or any other person. Arbuthnot Securities Limited is not making any 
representation or warranty, express or implied, as to the contents of this 
document. 
 
 
For further information, please contact: 
 
+--------------------------------------+----------+------------------------+ 
| Business Control Solutions Group plc |          | 0207 648 2050          | 
+--------------------------------------+----------+------------------------+ 
| Nigel Walder, CEO                    |          |                        | 
+--------------------------------------+----------+------------------------+ 
| Roger Shepherd, Finance Director     |          |                        | 
+--------------------------------------+----------+------------------------+ 
|                                      |          |                        | 
+--------------------------------------+----------+------------------------+ 
| Financial Dynamics Limited           |          | 0207 831 3113          | 
+--------------------------------------+----------+------------------------+ 
| James Melville-Ross                  |          |                        | 
+--------------------------------------+----------+------------------------+ 
| Haya Herbert-Burns                   |          |                        | 
+--------------------------------------+----------+------------------------+ 
|                                      |          |                        | 
+--------------------------------------+----------+------------------------+ 
| Arbuthnot Securities Limited         |          | 020 7012 2000          | 
+--------------------------------------+----------+------------------------+ 
| Tom Griffiths                        |          |                        | 
+--------------------------------------+----------+------------------------+ 
 
 
 
 
 
 
 
 
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
+----------------------------------------------------+-------------------------+ 
|                                                    |                    2009 | 
|                                                    |                         | 
+----------------------------------------------------+-------------------------+ 
| Latest time and date for receipt of Tender Forms   |  1.00 pm on 15 December | 
| and TTE instructions                               |                         | 
+----------------------------------------------------+-------------------------+ 
| Closing Date for the Tender Offer                  |  1.00 pm on 15 December | 
+----------------------------------------------------+-------------------------+ 
| Record Date for the Tender Offer                   |  5.00 pm on 15 December | 
+----------------------------------------------------+-------------------------+ 
| General Meeting                                    | 11.30 am on 16 December | 
+----------------------------------------------------+-------------------------+ 
| Last day of dealings in Ordinary Shares on AIM     |             23 December | 
+----------------------------------------------------+-------------------------+ 
| Cancellation of admission to trading on AIM of the |   with effect from 7.00 | 
| Ordinary Shares                                    |       am on 24 December | 
+----------------------------------------------------+-------------------------+ 
| Payment issued for Ordinary Shares purchased       |             29 December | 
| pursuant to the Tender Offer                       |                         | 
+----------------------------------------------------+-------------------------+ 
| Balance share certificates despatched and TFE      |          by 29 December | 
| instructions issued where relevant by              |                         | 
+----------------------------------------------------+-------------------------+ 
 
 
 
DEFINITIONS 
 
The following definitions apply throughout this announcement unless the context 
otherwise requires: 
 
"Act"                                         the Companies Act 2006; 
 
"AIM"                                        the AIM Market operated by the 
London Stock Exchange; 
 
"AIM Rules"                               the AIM Rules for Companies published 
by the London Stock Exchange governing admission to and the operation of AIM; 
 
"Arbuthnot Securities"                 Arbuthnot Securities Limited of Arbuthnot 
House, 20 Ropemaker Street, London, EC2Y 9AR; 
 
"Articles"                                   the Companys articles of 
association; 
 
"Board" or "Directors"                 the board of directors of the Company; 
 
"Business Day"                          a day (other than a Saturday, Sunday or 
public holiday) when banks in the City of London are open for business; 
 
 "Circular"                                 the document to be sent to 
Shareholders later today which amongst other things convenes the General 
Meeting; 
 
 "Code"                                     the City Code on Takeovers and 
Mergers in force from time to time; 
 
"Company"                                Business Control Solutions Group plc; 
 
"CREST"                                    a relevant system (as defined in the 
Regulations) in respect of which Euroclear is the operator (as defined in the 
Regulations); 
 
"De-Listing"                               the proposed cancellation of 
admission to trading on AIM of the Ordinary Shares; 
 
"EBT"                                        the Business Control Solutions 
Group Employee Benefit Trust, the trustee of which is B2B Systems Trustees 
Limited (company number 04728516) (a wholly owned subsidiary of the Company) 
whose registered office is at Churchgate, New Road, Peterborough, 
Cambridgeshire, PE1 1TT; 
 
"Euroclear"                                Euroclear UK & Ireland Limited 
(company number 02878738) whose registered office is at 33 Cannon Street, 
London, EC4M 5SB; 
 
"GM" or "General                        the general meeting of the Company to be 
held at 11.30 am 
Meeting"                                    on 16 December 2009 or any 
adjournment thereof; 
 
"GM Notice"                               the notice convening the GM which is 
set out in the Circular; 
 
"Group"                                     the Company and its subsidiary 
undertakings; 
 
 "Interim Results"                       the unaudited interim results for the 
Group for the six months ended 30 June 2009; 
 
"London Stock Exchange"            London Stock Exchange plc; 
 
"Ordinary Share(s)"                    fully paid ordinary shares of GBP0.01 
nominal value each in the capital of the Company; 
 
"Overseas Shareholder"              a Shareholder resident in, or a citizen of, 
a jurisdiction outside the UK; 
 
"Panel"                                      the Panel on Takeovers and Mergers; 
 
"Proposals"                                together the De-Listing, the 
Re-Registration and the Tender Offer; 
 
"Qualifying Shareholder"             a Shareholder who is entitled to 
participate in the Tender Offer, being a Shareholder on the Register of Members 
at the Record Date who is not an Overseas Shareholder; 
 
"Record Date"                            the record date for the Tender Offer, 
being 5.00 pm on 15 December 2009; 
 
"Regulations"                             the Uncertificated Securities 
Regulations 2001, as amended from time to time; 
 
"Re-Registration"                        the proposed re-registration of the 
Company as a private limited company; 
 
"Resolutions"                             the resolutions as set out in the GM 
Notice; 
 
"Shareholder(s)"                        holder(s) of Ordinary Shares; 
 
"Shareholders Agreement"          the agreement entered into on 18 November 2009 
between Nigel Walder and Alexander Anderson, details of which are set out above; 
 
"Tender Form"                           the tender form to be issued with the 
Circular for use by Qualifying Shareholders in respect of Ordinary Shares held 
in certificated form in connection with the Tender Offer; 
 
"Tender Offer"                           the invitation by the EBT to Qualifying 
Shareholders to tender Ordinary Shares on the terms and subject to the 
conditions set out in this document and the Tender Form; 
 
"TFE instruction"                         a transfer from escrow instruction (as 
defined by the CREST manual issued by Euroclear); 
 
"TTE instruction"                         a transfer to escrow instruction (as 
defined by the CREST manual issued by Euroclear); and 
 
"UK" or "United Kingdom"            United Kingdom of Great Britain and Northern 
Ireland. 
 
END 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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