Carisbrooke Shipping - Cash Offer - Part 2

RNS No 2330c
CARISBROOKE SHIPPING PLC
23 June 1999


PART 2

Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
 
ANTILOPE INVESTMENTS PLC
 
CASH OFFER for CARISBROOKE PLC
 
APPENDIX I
 
CONDITIONS AND FURTHER TERMS OF THE OFFER
 
The Offer will be subject to the following conditions:
 
(a)  valid acceptances of the Offer being received (and not, where permitted,
     withdrawn) by no later than 3.00 p.m. on the first closing date of the
     Offer (or such later time(s) and/or date(s) as Antilope Investments may,
     subject to the rules of the City Code, decide) in respect of not less
     than 90 per cent. in nominal value of the Carisbrooke Shares to which the
     Offer relates or such lower percentage as Antilope Investments may
     decide (provided that this condition will not be satisfied unless
     Antilope Investments shall have acquired, or agreed to acquire, whether
     pursuant to the Offer or otherwise, in addition to the Carisbrooke Shares
     which are the subject of the Share Purchase Agreement, Carisbrooke
     Shares carrying in aggregate more than 50 per cent. of the voting rights
     then exercisable at a general meeting of Carisbrooke (including for this
     purpose, to the extent (if any) required by the Panel, any voting rights
     attaching to any Carisbrooke Shares which are unconditionally allotted or
     issued before the Offer becomes or is declared unconditional as to
     acceptances pursuant to the exercise of any outstanding conversion or
     subscription rights or otherwise)). For the purposes of this condition:
 
     (i)   shares  which have been unconditionally allotted  shall be  deemed
           to carry the voting rights which they will carry upon issue; and
 
     (ii)  the expression "Carisbrooke Shares to which  the  Offer  relates" 
           shall be construed in accordance  with  Sections 428 to 430F of the
           Act. 

(b)  the passing, on a poll, of the resolution to be proposed at the
     Extraordinary General Meeting of the Company, (or any adjournment
     thereof) the notice of which will be  set out at the end of the Offer
     Document;

(c)  the Office of Fair Trading not having indicated that it is the intention
     of the Secretary of State for Trade and Industry to refer the proposed
     acquisition of Carisbrooke by Antilope Investments or any matters arising
     therefrom to the Monopolies and Mergers Commission;
 
(d)  no government or governmental, quasi-governmental, supranational,
     statutory, regulatory or investigative body, court, trade agency,
     professional association or institution or any other similar person or
     body in any relevant jurisdiction (each a "Third Party") having decided
     to take, institute, implement or threaten any action, proceedings, suit,
     investigation, enquiry or reference or having made, proposed or enacted
     any statute, regulation, order or decision or having done anything which
     would or is reasonably likely to:

     (i)   make the Offer or its implementation, or the acquisition or the
           proposed acquisition by Antilope Investments of any shares in, or
           control of, Carisbrooke, void, illegal or unenforceable in any
           jurisdiction, or otherwise directly or indirectly restrain,
           prohibit or restrict the same or impose additional conditions or
           financial or other obligations with respect thereto, or otherwise
           challenge or interfere therewith which in any case is/are material
           in the context of the Offer;
 
     (ii)  require or prevent the divestiture by Antilope Investments of any
           Carisbrooke Shares;
 
     (iii) require or prevent the divestiture by Antilope Investments or by
           any member of the Carisbrooke Group of all or a material portion of
           their respective businesses, assets or property or (to an extent
           which is material in the context of the Offer or the Carisbrooke
           Group taken as a whole) impose any limit on the ability of any of
           them to conduct their respective businesses (or any of them) or own
           their respective assets or properties or any part thereof;
 
     (iv)  impose any delay or limitation on the ability of Antilope
           Investments to acquire or to hold or to exercise effectively any
           rights of ownership of Carisbrooke Shares or securities convertible
           into Carisbrooke Shares or to exercise management control over any
           member of the Carisbrooke Group or on the ability of Antilope
           Investments or any member of the Carisbrooke Group to hold or
           exercise effectively all or any rights of ownership of shares in
           any member of the Carisbrooke Group or to exercise management
           control over any member of the Carisbrooke Group which in any case
           is material in the context of the Carisbrooke Group taken as a
           whole;
 
     (v)   require Antilope Investments and/or any member of the Carisbrooke
           Group to offer to acquire or repay any shares in and/or
           indebtedness of any member of the Carisbrooke Group owned by any
           person to an extent material in the context of the Offer or the
           Carisbrooke Group taken as a whole; or
 
     (vi)  otherwise adversely affect the business, assets, prospects or
           profits of any member of the Carisbrooke Group to an extent which
           is material in the context of the Carisbrooke Group taken as a
           whole;
 
      and all applicable waiting and other time periods during which any Third
      Party could decide to take, institute, implement or threaten any such
      action, proceedings, suit, investigation, enquiry or reference under the
      laws of any relevant jurisdiction, having expired, lapsed or been
      terminated;

(e)   all necessary filings having been made and all necessary waiting periods
      under any applicable legislation or regulations of any jurisdiction
      having expired, lapsed or been terminated and all statutory or
      regulatory obligations in any relevant jurisdiction having been complied
      with in connection with the Offer and its implementation or the proposed
      acquisition by Antilope Investments of any shares in, or control of,
      Carisbrooke and all authorisations, orders, recognitions, grants,
      consents, clearances, confirmations, licences, certificates, permissions
      and approvals (together "Authorisations") which are material and
      necessary in respect of the Offer or the proposed acquisition by
      Antilope Investments of any shares in, or control of, Carisbrooke having
      been obtained in terms and in a form satisfactory to Antilope
      Investments from all appropriate Third Parties and all such
      Authorisations, together with all Authorisations necessary to carry on
      the business of any member of the Carisbrooke Group and which are
      material in the context of the Carisbrooke Group taken as a whole,
      remaining in full force and effect and there being no intimation of any
      intention to revoke or not renew the same and all necessary statutory or
      regulatory obligations in any jurisdiction having been complied with;
 
(f)   save as disclosed in the annual report and accounts of the Carisbrooke
      Group for the financial year ended 31 December 1998, or publicly
      announced by Carisbrooke prior to the announcement of the Offer, there
      is no arrangement, agreement, licence or other instrument to which any
      member of the Carisbrooke Group is a party or by or to which any such
      member or any of its respective assets may be bound, entitled or be
      subject and which, in consequence of the making or implementation of the
      Offer or the proposed acquisition of any shares in, or control of,
      Carisbrooke by Antilope Investments, would or is reasonably likely to
      result in to an extent which is material in the context of the
      Carisbrooke Group taken as a whole:

      (i)   any monies borrowed by or other indebtedness, actual or contingent
            of any member of the Carisbrooke Group (which is not already
            repayable on demand) being or becoming repayable or capable of
            being declared repayable immediately or prior to its stated
            maturity or the ability of any such member to 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 member of the Carisbrooke Group or any such mortgage, charge
            or other security interest (whenever arising or having arisen)
            becoming enforceable;

      (iii) any such arrangement, agreement, licence or other instrument or
            the rights, liabilities, obligations or interests of any member of
            the Carisbrooke Group under any such arrangement, agreement,
            licence or other instrument (or any arrangement relating to any
            such right, liability, obligation or interest) being terminated or
            adversely modified or adversely affected or any material action
            being taken or any onerous obligation arising thereunder;
 
      (iv)  any asset or interest of any member of the Carisbrooke Group being
            or falling to be  disposed of or charged (otherwise than in the
            ordinary course of trading) or any right arising under which any
            such asset or interest could be required to be disposed of or
            charged;

      (v)   any member of the Carisbrooke Group ceasing to be able to carry on
            business under any name under which it presently does so;
 
      (vi)  Antilope Investments or any member of the Carisbrooke Group being
            required to acquire or repay any shares in and/or indebtedness of
            any member of the Carisbrooke Group owned by any person; or
 
      (vii) the interest or business of any member of the Carisbrooke Group in
            or with any person, firm, company or body (or any arrangement or
            arrangements relating to such interest or business) being
            terminated or being prejudiced or adversely modified or affected;
 
(g)   save as publicly announced (as defined in paragraph (f) above), no
      member of the Carisbrooke Group having since 31 December 1998:

      (i)   issued or agreed to issue or authorised the issue of additional
            shares of any class, or securities convertible into, or rights,
            warrants or options to subscribe for or acquire, any such shares
            or convertible securities (save for issues to Carisbrooke or
            wholly-owned subsidiaries of Carisbrooke and save for options
            granted under the Carisbrooke Share Option Schemes before 23 June
            1999 or the issue of any Carisbrooke Shares allotted upon the
            exercise of options granted before 23 June 1999 under the
            Carisbrooke Share Option Schemes) or redeemed, purchased or
            reduced any part of its share capital;
 
      (ii)  recommended, declared, made or paid or proposed to recommend,
            declare, make or pay any bonus in respect of shares, dividend or
            other distribution whether payable in cash or otherwise other than
            any distribution by any wholly-owned subsidiary within the
            Carisbrooke Group;
 
      (iii) made or authorised or proposed or announced an intention to make
            any change in its share or loan capital in each case which would
            be material in the context of the Carisbrooke Group taken as a
            whole;

      (iv)  authorised or proposed or announced its intention to propose any
            merger, demerger or any acquisition or disposal or transfer of
            assets or shares (other than in the ordinary course of business)
            in each case which would be material and adverse in the context of
            the Carisbrooke Group taken as a whole;

      (v)   disposed of or transferred (other than in the ordinary course of
            business) or mortgaged, charged or encumbered or created any
            security interest over any asset which is material or any right,
            title or interest in any asset or entered into any agreement,
            arrangement, contract, transaction or  commitment (other than in
            the ordinary course of business and whether in respect  of capital
            expenditure or otherwise) which is of a loss making, long term or
            unusual or onerous nature or magnitude, or which involves or is
            likely to involve an obligation of such a nature or magnitude, in
            each case which is material and adverse  in the context of the
            Offer or the Carisbrooke Group taken as a whole;

      (vi)  entered into any agreement, contract, transaction, arrangement,
            reconstruction,  amalgamation or commitment (other than in the
            ordinary course of trading) which  is material and adverse in the
            context of the Offer or the Carisbrooke Group taken as a whole;
 
      (vii) entered into any contract, transaction or arrangement which would
            materially restrict the business of any member of the Carisbrooke
            Group;
 
      (viii)issued, authorised or proposed the issue if any debentures or
            (other than in the ordinary course of trading) incurred or
            increased any  indebtedness or contingent liability which is
            material in the context of the Offer or  the Carisbrooke Group
            taken as a whole;

      (ix)  entered into or made, or announced any proposal to make, any
            change or addition to any retirement, death or disability benefit
            of or in respect of any of its directors, employees, former
            directors or former employees which is material in the context of 
            the Offer or the Carisbrooke Group taken as a whole;
 
      (x)   (other than in the ordinary course of business) granted any lease
            or third party rights in respect of any of the leasehold or
            freehold property owned or occupied by  it or transferred or
            otherwise disposed of any such property which is material in the
            context of the Offer or the Carisbrooke Group taken as a whole;
 
      (xi)  entered into or materially varied the terms of any service
            agreement with any director of Carisbrooke;
 
      (xii) 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,
            administrator, administrative receiver, trustee or any analogous
            officer in any jurisdiction or had any such person appointed over
            all or part of its assets or revenues which is material in the
            context of the Offer or the Carisbrooke Group taken as a whole;

      (xiii)waived or compromised any claim, save in the ordinary course of
            trading, which is material in the context of the Offer or the
            Carisbrooke Group taken as a whole; or
 
      (xiv) entered into an agreement or legally binding commitment or passed
            any resolution with respect to any of the transactions, matters or
            events referred to in  this paragraph (g);
 
(h)   save as publicly announced (as defined in paragraph (f) above) prior to
      the Offer becoming or being declared unconditional in all respects:
 
      (i)   there having been no adverse change or deterioration and no other
            circumstance having arisen which would or could reasonably be
            expected to result in any adverse change in the business,
            financial or trading position or profits or prospects of the
            Carisbrooke Group which is material in the context of the
            Carisbrooke Group taken as a whole;
 
      (ii)  there having been no litigation, arbitration proceedings,
            prosecution or other legal proceedings instituted or remaining
            outstanding to which any member of the Carisbrooke Group is or may
            become a party  (whether as plaintiff or defendant or otherwise),
            which is material and adverse in the  context of the Carisbrooke
            Group taken as a whole and no such proceedings having been 
            threatened against any member of the Carisbrooke Group which are
            material in the context  of the Carisbrooke Group taken as a whole
            and no investigation by any relevant authority against or in
            respect of any member of the Carisbrooke Group or the business
            carried on by such member of the Carisbrooke Group having been
            instituted or remaining outstanding by, against or in respect of
            any such member and the effect of which is or is reasonably likely
            to be material in the context of the Carisbrooke Group taken as a
            whole; and
 
      (iii) no contingent or other liability having arisen which might be
            reasonably likely to have a materially adverse effect on the
            Carisbrooke Group taken as a whole or which is material in the
            context of the Offer;

(i)   Antilope Investments not having discovered:
 
      (i)   that any financial or business or other information concerning any
            member of the Carisbrooke Group which is contained in the
            information publicly disclosed at any time by any member of the
            Carisbrooke Group either contains a material misrepresentation of
            fact which was not, prior to 23 June 1999, corrected by public
            announcement or  omits to state a fact necessary to make the
            information contained therein not materially misleading; and
 
      (ii)  any information which materially and adversely affects the import
            of any such information; and
 
(j)   save as disclosed in writing to Antilope Investments prior to 23 June
      1999, Antilope Investments not having discovered that:

      (i)   any past or present member of the Carisbrooke Group has not
            complied with all applicable legislation or regulations of any
            jurisdiction with regard to the disposal,  discharge, spillage,
            leak or emission of any waste or hazardous substance or any
            substance likely to impair the environment or to harm human health
            or otherwise  relating to environmental matters (which
            non-compliance might give rise to any  liability (whether actual
            or contingent) on the part of any member of the Carisbrooke  Group
            which is material in the context of the Carisbrooke Group taken as
            a whole) or that  there has otherwise been any such disposal,
            discharge, spillage, leak or emission (whether or not the same
            constituted the non-compliance by any person with any such
            legislation or regulations and wherever the same may have taken
            place) which in  any such case might give rise to any liability
            (whether actual or contingent) on the part of any member of the
            Carisbrooke Group which is material in the context of the
            Carisbrooke Group taken as a whole;
 
      (ii)  there is or is likely to be any material liability (in the context
            of the Carisbrooke Group taken as a whole) (whether actual or
            contingent) to make good, repair, reinstate or  clean up any
            property now or previously owned, occupied or made use of by any 
            past or present member of the Carisbrooke Group or any controlled
            waters under any environmental legislation, regulation, notice,
            circular or order of any relevant authority or otherwise;

      (iii) circumstances exist which might lead to any relevant  authority
            instituting, or whereby any member of the Carisbrooke Group may be
            required to institute, an environmental audit or take any other
            steps which in any such case might result in any material actual
            or contingent liability (in the context of the Carisbrooke Group
            taken as a whole) to improve or install new plant or equipment or
            make good, repair, reinstate or clean up any land or other asset
            now or previously  owned, occupied or made use of by any member of
            the  Carisbrooke Group; or
 
      (iv)  circumstances exist whereby a person or class of persons might
            have any material claim or claims (in the context of the
            Carisbrooke Group taken as a whole) in respect of any product or
            process of manufacture or materials used therein now or previously
            manufactured, sold  or  carried out by any past or present member
            of the Carisbrooke Group.
 
Antilope Investments reserves the right to waive all or any of conditions (c)
to (j) inclusive, in whole or in part.
 
The Offer will lapse if the proposed acquisition by Antilope Investments of
Carisbrooke is referred to the Monopolies and Mergers Commission before 3.00
p.m. on the first closing date of the Offer or the date when the Offer is
declared unconditional as to acceptances, whichever is the later. In such
circumstances, the Offer will cease to be capable of further acceptance and
Carisbrooke Shareholders (who have accepted the Offer), Antilope Investments 
and Arthur Andersen Corporate Finance shall thereupon cease to be bound by
acceptances delivered on or before the date on which the Offer so lapses. 

The Offer will lapse unless conditions (b) to (j) have been fulfilled or
satisfied or (if capable of waiver) waived by midnight on the 21st day after
whichever is the later of (i) the first closing date of the Offer; and (ii)
the date on which condition (a) is or is declared fulfilled; (or such later
date as Antilope Investments may, with the consent of the Panel, decide).
References to the Offer lapsing mean that the Offer shall thereupon cease to
be capable of further acceptance and Carisbrooke Shareholders (who have
accepted the Offer), Antilope Investments and Arthur Andersen Corporate
Finance shall cease to be bound by acceptances delivered on or before the date
on which the Offer so lapses.  Antilope Investments shall be under no
obligation to waive or treat as satisfied or fulfilled conditions (c) 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.

Antilope Investments reserves the right to make such changes to the above
conditions as may be appropriate in the event that the conditions of the Offer
are required to be amended to comply with Rule 9 of the City Code.


APPENDIX II

DEFINITIONS
 
The following definitions apply throughout this press announcement, unless the
context otherwise requires:
 
"Act"                        the Companies Act 1985 (as amended)
 
"AIM"                        the Alternative Investment Market of the London  
                             Stock Exchange

"Antilope Investments"       Antilope Investments plc, a company recently
                             formed for the purpose of making the Offer for
                             Carisbrooke

"Antilope Shares"            ordinary shares of #1 each in Antilope
                             Investments

"Arthur Andersen             Arthur Andersen Corporate Finance, a division of
Corporate Finance"           Arthur Andersen

"BES"                        the Business Expansion Scheme, a tax driven
                             scheme set up by the Government in 1983 to
                             encourage investment in unquoted companies

"Carisbrooke" or "Company"   Carisbrooke Shipping plc
 
"Carisbrooke Group" or       Carisbrooke and its subsidiary and
"Group"                      associated undertakings 
  
"Carisbrooke Shareholders"   holders of Carisbrooke Shares
 
"Carisbrooke Share Option    the Carisbrooke Shipping plc Company Share Option

"Schemes"                    Plan 1996, the Carisbrooke Shipping plc Three
                             Year Savings Related Share Option Scheme and the
                             Carisbrooke Shipping plc Five Year Savings
                             Related Share Option Scheme
 
"Carisbrooke Shares"         the existing unconditionally allotted, issued and
                             fully paid ordinary shares of 50p each in
                             Carisbrooke and any further such shares which are
                             unconditionally allotted or issued after the date
                             of the posting of the Offer Document to
                             Carisbrooke Shareholders and before the date on
                             which the Offer closes (or such earlier date as
                             Antilope Investments may, subject to the City
                             Code, decide) including Carisbrooke Shares
                             unconditionally allotted or issued pursuant to
                             the exercise of any options under the Carisbrooke
                             Share Option Schemes

"City Code" or "Code"        the City Code on Takeovers and Mergers

"Directors" or "Board"       directors of Carisbrooke

"Form of Acceptance"         the form of acceptance, authority and election
                             for use in connection with the Offer accompanying
                             the Offer Document
 
"Independent Advisers"       Rowan Dartington & Co. Limited, a member firm of
the or "Rowan Dartington"    London Stock Exchange and regulated by The
                             Securities and Futures Authority Limited

"LIBOR"                      the London Inter-Bank Offered Rate

"Loan Note Alternative"      the alternative whereby Carisbrooke Shareholders
                             (other than certain overseas Carisbrooke
                             Shareholders) validly accepting the Offer may
                             elect to receive Loan Notes instead of all or
                             part of the cash consideration to which they
                             would otherwise be entitled to under the Offer

"Loan Notes"                 the #5,100,000 Floating Rate Loan Notes 2004 to
                             be issued by Antilope Investments to Carisbrooke
                             Shareholders under the terms of the Share
                             Purchase Agreement or the Loan Note Alternative

"London Stock Exchange"      London Stock Exchange Limited

"Nedship"                    Nedship Bank N.V.


"Offer" or "Cash Offer"      the offer to be made by Arthur Andersen Corporate
                             Finance on behalf of Antilope Investments to
                             acquire the Carisbrooke Shares on the terms and
                             conditions set out in this announcement and the
                             Offer Document and Form of Acceptance
 
"Offer Document"             the document to be sent to Carisbrooke
                             Shareholders which will contain the Offer
       
"Panel"                      the Panel on Takeovers and Mergers

"Share Purchase              the agreement dated 22 June 1999 and made between
Agreement"                   Antilope Investments (1) and W. Wester, G.
                             Croucher and R. McCain (2) in respect of the
                             purchase of 2,536,000 Carisbrooke Shares

"United Kingdom" or          the United Kingdom of Great Britain and Northern
"UK"                         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 or any
                             political subdivision thereof


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