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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Lombard Med.Tec | LSE:LMT | London | Ordinary Share | GB00B7FT8W85 | ORD 20P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 188.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS No 4091j LONDON & METROPOLITAN PLC 13th March 1998 Not for release, publication or distribution in or into the United States, Canada, Australia or Japan. Grantchester Holdings PLC ("Grantchester") Recommended Offer ("Offer") for London & Metropolitan PLC ("London & Metropolitan") - The boards of Grantchester and London & Metropolitan announce the terms of a recommended offer to be made by Credit Suisse First Boston, on behalf of Grantchester, for the entire issued and to be issued share capital of London & Metropolitan. - The Offer will be made on the basis of 2 Grantchester Shares for 27 London & Metropolitan Shares. Based on the closing middle market quotation for a Grantchester Share of 179p on 12 March 1998, the Offer values each London & Metropolitan Share at 13.26p and the entire existing issued share capital of London & Metropolitan at approximately #6.33 million. - The Offer of 13.26p represents a premium of 36.0 per cent. to the closing middle market quotation for a London & Metropolitan Share on 12 March 1998, the last business day prior to the announcement of the Offer. - Grantchester will provide a full cash alternative valuing each London & Metropolitan Share at 12.15p. The Cash Alternative values the entire issued share capital of London & Metropolitan at approximately #5.80 million. - Grantchester has received irrevocable undertakings to accept the Offer from all of the directors and senior managers of London & Metropolitan who hold London & Metropolitan Shares and from certain other shareholders, in respect of an aggregate of 20,118,308 London & Metropolitan Shares, representing approximately 42.1 per cent. of London & Metropolitans issued share capital. All of these undertakings to accept the Offer are binding even if a competing offer is announced by a third party. - The acquisition provides Grantchester with a direct interest in factory outlet shopping operations and will enable Grantchester to merge its industrial and office development activities with those of London & Metropolitan, allowing Grantchester to focus more fully on retail warehousing. - London & Metropolitan is a property development and management company engaged in a wide range of commercial property development activities in the UK and Europe. - Grantchester is the largest quoted UK retail property company specialising in investing in retail warehousing. Commenting on the Offer, Nick Hewson, Chief Executive of Grantchester, said: "This acquisition gives Grantchester an interesting opportunity to gain exposure to the factory outlet shopping market and also provides the Group with the prospect of participating in a number of exciting retail warehouse and other development situations." Christopher Harris, Chairman and Managing Director of London & Metropolitan, said: "We are very pleased to have reached agreement with Grantchester. Following a number of years in which London & Metropolitan has been severely constrained by its financial position, the Offer will give us the opportunity to build our business as part of the enlarged Grantchester group. We believe that the two groups have complementary skills which should allow the combined company to take advantage of a wider range of property opportunities. The Board unanimously recommends shareholders to accept the Offer." This summary should be read in conjunction with the full text of the following announcement issued on behalf of the directors of Grantchester by Credit Suisse First Boston. Enquiries: Grantchester Nick Hewson (Chief Executive and Finance Director) 0171 335 1200 Credit Suisse First Boston Henry Lloyd 0171 888 8888 Financial Dynamics Karen Roberts 0171 831 3113 Anne Brown London & Metropolitan Christopher Harris (Chairman and Managing Director) 0171 925 2383 John Aiton (Finance Director) Dresdner Kleinwort Benson Nigel Binks 0171 623 8000 Hudson Sandler Michael Sandler 0171 796 4133 Credit Suisse First Boston, which is regulated by The Securities and Futures Authority Limited, is acting for Grantchester and no-one else in connection with the Offer and will not be responsible to anyone other than Grantchester for providing the protections afforded to customers of Credit Suisse First Boston or for giving advice in relation to the Offer. Kleinwort Benson Limited ("Dresdner Kleinwort Benson"), which is regulated by The Securities and Futures Authority Limited, is acting for London & Metropolitan and no-one else in connection with the Offer and will not regard any other person as its customer or be responsible to anyone other than London & Metropolitan for providing the protections afforded to customers of Dresdner Kleinwort Benson or for giving advice in relation to the contents of this announcement or any matter referred to herein. The Offer will not be made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, its possessions or territories or any area subject to its jurisdiction or any political subdivision thereof, nor is it being made in Canada, Australia or Japan. Accordingly, copies of documents relating to the Offer will not be, and must not be, mailed, or otherwise distributed or sent in or into or from the United States of America, Canada, Australia or Japan and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send it into or from the United States of America, Canada, Australia or Japan. Doing so may invalidate any purported acceptance. The broker to the offer is Credit Suisse First Boston de Zoete & Bevan Limited. Not for release, publication or distribution in or into the United States, Canada, Australia or Japan. Grantchester Holdings PLC ("Grantchester") Recommended Offer ("Offer") for London & Metropolitan PLC ("London & Metropolitan") The boards of Grantchester and London & Metropolitan announce that they have agreed the terms of a recommended offer to be made by Credit Suisse First Boston, on behalf of Grantchester, to acquire all of the issued and to be issued share capital of London & Metropolitan. The Offer, which will be subject to the conditions and further terms set out below and in Appendix I and to be set out in the Offer Document, will be made on the following basis: for every 27 London & Metropolitan Shares 2 Grantchester Shares and so in proportion to any other number of London & Metropolitan Shares held. On the basis of the closing middle market quotation of one Grantchester Share of 179p on 12 March 1998 (the last business day prior to the announcement of the Offer), the Offer values each London & Metropolitan Share at 13.26p and the whole of the existing issued ordinary share capital of London & Metropolitan at approximately #6.33 million. The Offer represents a premium of 36.0 per cent. to the closing middle market quotation of a London & Metropolitan Share of 9.75p on 12 March 1998 and compares with the net asset value per share of London & Metropolitan as at 31 December 1997 of 1.7p. Full acceptance of the Offer (assuming no elections for the Cash Alternative and no exercise of options over London & Metropolitan Shares while the Offer remains open for acceptance) would involve the issue of approximately 3,536,858 new Grantchester Shares, representing approximately 2.88 per cent. of the issued ordinary share capital of Grantchester as enlarged by the Offer. The Cash Alternative London & Metropolitan Shareholders who validly accept the Offer will be entitled to elect to receive cash instead of all or any of the new Grantchester Shares to which they would otherwise have become entitled under the Offer on the following basis: for each London & Metropolitan Share 12.15p in cash The cash consideration under the Cash Alternative represents a premium of 24.6 per cent. to the closing middle market quotation for a London & Metropolitan Share of 9.75p on 12 March 1998 (the last business day prior to the announcement of the Offer). Valid elections for the Cash Alternative will be paid out of the Grantchester Group's existing cash resources. The directors of London & Metropolitan, who have been so advised by Dresdner Kleinwort Benson, consider the terms of the Offer to be fair and reasonable. Accordingly, the directors of London & Metropolitan unanimously intend to recommend that London & Metropolitan Shareholders accept the Offer. In providing advice to the board, Dresdner Kleinwort Benson has taken into account the commercial assessments of the directors of London & Metropolitan. Grantchester has received irrevocable undertakings to accept the Offer from all of the directors and senior managers of London & Metropolitan who hold London & Metropolitan Shares and certain other London & Metropolitan shareholders, in respect of an aggregate of 20,118,308 London & Metropolitan Shares, representing approximately 42.1 per cent. of London & Metropolitan's issued share capital. All of these undertakings to accept the Offer are binding even if a competing offer is announced by a third party. Further details of the Offer The London & Metropolitan Shares, which are the subject of the Offer, will be acquired by Grantchester fully paid, free from all liens, equities, charges, encumbrances, rights of pre-emption and other third party interests and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date hereof. The new Grantchester Shares issued pursuant to the Offer will be credited as fully paid and will rank pari passu in all respects with the existing Grantchester Shares, including the right to receive and retain in full all dividends and other distributions declared, made or paid on or after the date hereof, including any interim dividend payable in respect of the year ending 30 September 1998. Under the Offer, fractions of new Grantchester Shares will not be allotted or issued to accepting London & Metropolitan Shareholders but will be aggregated and sold in the market and the net proceeds of sale will be retained for the benefit of the Enlarged Group. The Offer will be on the terms and will be subject, inter alia, to the conditions which are set out in Appendix I hereto and those terms which will be set out in the formal Offer document and such further terms as may be required to comply with the Listing Rules of the London Stock Exchange and the provisions of the City Code. Information on Grantchester Grantchester is the largest quoted UK property company specialising in investments in retail warehousing. Since its flotation in November 1996, the Group has built up an investment portfolio valued at #211 million as at 30 September 1997, comprising largely 16 retail warehouse schemes covering over 1.4 million square feet. Grantchester also has an additional eight retail warehouse schemes under development. When completed, the Group will have over 2.2 million square feet of retail warehouse space, with an annual net rental income of some #21.5 million. In addition, Grantchester has a portfolio of contracts and options over land for retail warehouse and other related development opportunities. For the year ended 30 September 1997, Grantchester recorded profits before tax of #3.7 million on net rental income of #7.3 million. As at 30 September 1997, net assets per ordinary share were 131p compared to 73p for the previous year, an increase of nearly 80 per cent. Background to and reasons for the Offer Grantchester's strategy is consistently to outperform the property market in terms of growth in net assets per share. Growth in net assets per share in the last financial year has been achieved by developing new retail warehouse schemes and by acquiring and, where appropriate, redeveloping existing schemes. The Group seeks to maximise the value from its investments by active management, both by redeveloping the whole or parts of existing schemes to ensure an optimal use of space at each site and by managing its existing space to establish evidence of higher rents. In addition, the Group has continued to acquire new sites under option in order to develop the land for retail and other related schemes. The acquisition of London & Metropolitan provides Grantchester with an opportunity to benefit from London & Metropolitans interest in Value Retail, Europe's leading factory outlet developer. London & Metropolitan is acting as joint development managers and project manager for Value Retail, which currently has factory outlet projects in Bicester, Barcelona, Madrid, Paris and Munich. Grantchester believes that its skills in retail warehousing, in particular relating to planning, risk management and tenant mix, complement those of London & Metropolitan. Furthermore, Grantchester believes that there may be opportunities in certain circumstances to develop retail warehouse schemes on land adjacent to factory outlet schemes and thereby extend the product range available to customers at any one site. The acquisition of London & Metropolitan will also provide Grantchester with a number of additional sites under option in the UK, providing opportunities for further retail warehouse, leisure or related developments. In addition, Grantchester believes that it can use London & Metropolitan's development skills and experience to exploit more fully opportunities from the Group's existing portfolio of options and contracts for land for potential industrial and office development, enabling Grantchester's management to remain fully focused on retail warehouse developments. Grantchester's current trading and prospects Despite the highly competitive nature of the market, Grantchester has acquired, or contracted to acquire, up to 270,000 square feet of additional retail warehouse space since reporting its year end results in December of last year, including a retail park in Twickenham and a DIY superstore site in Dundee. The acquisition of the Parc Tawe Retail Park, Swansea, from the property development subsidiary of J. Sainsbury PLC has also been completed. Since the last financial year end, Grantchester has also taken the opportunity to sell three properties. Each of these has been successfully developed to a point where Grantchester believed that they offered limited scope to add further value. The combined proceeds from these disposals was #20.3 million. Grantchester continues actively to seek out development opportunities not just in retail warehousing, but also in complementary sectors where value can be added whilst adhering to Grantchester's principles of risk management. With a highly reversionary portfolio, secure long-term income, unfulfilled investment demand and strong rental growth, the directors of Grantchester believe that the outlook for the company remains very encouraging. Information on London & Metropolitan London & Metropolitan is a property development and management company engaged in a wide range of commercial property development activities, principally in the UK and in Europe. London & Metropolitan's preliminary results for the year ended 31 December 1997, published today, disclose that London & Metropolitan's net assets/(liabilities) amounted to #0.8 million (1996: #(16.4) million), which is equivalent to net assets/(liabilities) per share of 1.7p (1996: (34.4)p). London & Metropolitan is currently pursuing a range of new development opportunities, although its progress continues to be constrained by its size and limited financial resources. Financial effects of the Offer The financial effects for London & Metropolitan Shareholders of acceptance of the Offer are set out in Appendix II. Management and employees The existing employment rights, including pension rights, of the management and employees of London & Metropolitan and its subsidiaries will be fully safeguarded. Grantchester has agreed that, in due course, the management of London & Metropolitan will be included in a Grantchester deferred share scheme, once it has been established, which will be put in place to incentivise the management and employees of the Enlarged Group. Grantchester has also agreed, in principle, that if Grantchester decides to dispose of all or a material part of the London & Metropolitan Group to an independent third party on normal commercial terms, Christopher Harris, the Chairman and Managing Director of London & Metropolitan, will be given the opportunity to acquire the same, at the price and on substantially similar terms as those agreed with the third party. Option holders The Offer will extend to any London & Metropolitan Shares issued or unconditionally allotted prior to the date on which the Offer closes (or such earlier date as Grantchester may, subject to the City Code, determine, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances or, if later, the first closing date of the Offer) as a result of the exercise of options granted under the London & Metropolitan Share Schemes. To the extent that options have not been exercised, appropriate proposals will be made to option holders under the London & Metropolitan Share Schemes in due course. General The formal Offer Document setting out the details of the Offer and the Cash Alternative, and containing the full terms and conditions of the Offer will be posted to London & Metropolitan Shareholders as soon as is practicable. Neither Grantchester, nor any director of Grantchester nor, so far as Grantchester is aware, any persons acting in concert with Grantchester, owns or has any beneficial interest in London & Metropolitan Shares. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. Application will be made to the London Stock Exchange for the admission to the Official List of the new Grantchester Shares to be issued pursuant the Offer. It is expected that dealings in the new Grantchester Shares will commence on the business day following the day on which the Offer becomes or is declared unconditional in all respects. This announcement does not constitute an offer or an invitation to purchase any securities. Terms used in this press announcement are defined in Appendix III. Enquiries: Grantchester Nick Hewson (Chief Executive and Finance Director) 0171 335 1200 Credit Suisse First Boston Henry Lloyd 0171 888 8888 Financial Dynamics Karen Roberts 0171 831 3113 Anne Brown London & Metropolitan Christopher Harris (Chairman and Managing Director) 0171 925 2383 John Aiton (Finance Director) Dresdner Kleinwort Benson Nigel Binks 0171 623 8000 Hudson Sandler Michael Sandler 0171 796 4133 Credit Suisse First Boston, which is regulated by The Securities and Futures Authority Limited, is acting for Grantchester and no-one else in connection with the Offer and will not be responsible to anyone other than Grantchester for providing the protections afforded to customers of Credit Suisse First Boston or for giving advice in relation to the Offer. Kleinwort Benson Limited ("Dresdner Kleinwort Benson"), which is regulated by The Securities and Futures Authority Limited, is acting for London & Metropolitan and no-one else in connection with the Offer and will not regard any other person as its customer or be responsible to anyone other than London & Metropolitan for providing the protections afforded to customers of Dresdner Kleinwort Benson or for giving advice in relation to the contents of this announcement or any matter referred to herein. The Offer will not be made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, its possessions or territories or any area subject to its jurisdiction or any political subdivision thereof, nor is it being made in Canada, Australia or Japan. Accordingly, copies of documents relating to the Offer will not be, and must not be, mailed, or otherwise distributed or sent in or into or from the United States of America, Canada, Australia or Japan and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send it into or from the United States of America, Canada, Australia or Japan. Doing so may invalidate any purported acceptance. The broker to the Offer is Credit Suisse First Boston de Zoete & Bevan Limited. Appendix I Conditions of the Offer The Offer will be subject to the following conditions: 1. valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Grantchester may, subject to the rules of the City Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Grantchester may decide) of the London & Metropolitan Shares to which the Offer relates provided that this condition will not be satisfied unless Grantchester and/or its wholly-owned subsidiaries shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) directly or indirectly, London & Metropolitan Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of London & Metropolitan on such basis as may be required by the Panel including for this purpose (to the extent, if any, required by the Panel) any voting rights attaching to any London & Metropolitan Shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to exercise of any outstanding subscription or conversion rights or otherwise. For the purposes of this condition: 1.1 London & Metropolitan Shares which have been unconditionally allotted shall be deemed to carry the voting rights they will carry upon being entered in the register of members of London & Metropolitan; and 1.2 the expression "London & Metropolitan Shares to which the Offer relates" shall be construed in accordance with Sections 428 to 430F of the Companies Act 1985; 2. The Office of Fair Trading indicating, in terms reasonably satisfactory to Grantchester, that it is not the intention of the Secretary of State for Trade and Industry to refer the proposed acquisition of London & Metropolitan by Grantchester or any matters arising therefrom to the Monopolies and Mergers Commission; . 3. the London Stock Exchange agreeing to admit the new Grantchester Shares to be issued pursuant to the Offer to the Official List and such admission becoming effective in accordance with paragraph 7.1 of the Listing Rules of the London Stock Exchange; 4. there being no provision of any agreement, arrangement, licence, permit or other instrument to which London & Metropolitan or any of its subsidiaries, subsidiary undertakings or associated undertakings (including any company of which 20 per cent. or more of the voting capital is held by the London & Metropolitan Group) or any joint venture, partnership, firm or body corporate in which any of them has a substantial interest (the "wider London & Metropolitan Group") is a party or by or to which any such member of the wider London & Metropolitan Group or any of its assets may be bound, entitled or subject, and of which Grantchester has not been specifically notified by London & Metropolitan in writing prior to the date of announcement of the Offer, which will, could or might reasonably be expected to result, as a consequence of the acquisition of any London & Metropolitan Shares or because of a change in the control or management of London & Metropolitan or any member of the wider London & Metropolitan Group by Grantchester, to an extent which in each case is material in the context of the London & Metropolitan Group taken as a whole, in: 4.1 any monies borrowed by or any other indebtedness (actual or contingent) of any such member being or becoming repayable or capable of being declared repayable immediately or earlier than the repayment date provided for in such arrangement, agreement, licence or other instrument or the ability of any such member to borrow money or incur any indebtedness being withdrawn or inhibited or affected; 4.2 any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any action or obligation or liability of an adverse nature being taken or arising thereunder; 4.3 the interests or business of any such member in or with any other person, firm, company or body (or any arrangements relating to such interests or business) being terminated or adversely affected or modified in any manner; 4.4 any asset of any such member being or being liable to be disposed of or charged or any right arising under which any such asset or interest would be required to be disposed of or charged; 4.5 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 interest (whenever arising or having arisen) becoming enforceable; 4.6 any such member ceasing to be able to carry on business under any name under which it presently does so; or 4.7 the respective financial or trading prospects of any such member being prejudiced or adversely affected. For these purposes a "substantial interest" is a direct or indirect interest in 10 per cent. or more of the voting power exercisable at any general meeting of a body corporate. 5. no government or governmental, quasi-governmental, supranational, statutory, professional, regulatory, environmental or investigative body, or any court, stock exchange, trade agency, association, institutional, disciplinary or other body or person whatsoever in any jurisdiction having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation or order or taken any other steps which would or, in the reasonable opinion of Grantchester, might: 5.1 make the Offer or the implementation of the Offer or the acquisition or proposed acquisition of London & Metropolitan Shares or control of London & Metropolitan by Grantchester void, illegal and/or unenforceable, or otherwise directly or indirectly restrict, prohibit, delay, or otherwise adversely interfere with the implementation thereof, or impose additional conditions or obligations with respect thereto in each case to an extent which is material in the context of the Offer; 5.2 as a consequence of the Offer or its implementation, require or prevent or delay the divestiture by Grantchester or any of its subsidiaries, subsidiary undertakings or associated undertakings (including any company of which 20 per cent. or more of the voting capital is held by the Grantchester Group) any joint venture, partnership, firm or body corporate in which any of them has a substantial interest (the "wider Grantchester Group") or any member of the wider London & Metropolitan Group of all or any material portion of their respective businesses, assets or property or impose any material limitation on the ability of any of them to conduct their respective businesses or to own any of their respective assets or property; 5.3 as a consequence of the Offer or its implementation require, prevent or delay the divestiture by Grantchester or any member of the Grantchester Group of any London & Metropolitan Shares or other securities in London & Metropolitan; 5.4 as a consequence of the Offer or its implementation, impose any limitations on or result in a delay in the ability of any member of the Grantchester Group or of the London & Metropolitan Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or the equivalent in any member of the wider London & Metropolitan Group or to exercise management control over any such member in each case to an extent which is material in the context of the wider London & Metropolitan Group or the wider Grantchester Group (as the case may be) taken as a whole; 5.5 otherwise to adversely affect the business, assets, prospects or profits of any member of the London & Metropolitan Group or (as a consequence of the Offer or its implementation) any member of the wider Grantchester Group in a way which is material in the context of the London & Metropolitan Group or the Grantchester Group (as the case may be) taken as a whole; or 5.6 require any member of the Grantchester Group or the London & Metropolitan Group to offer to acquire any shares or securities or rights thereover in any member of the wider London & Metropolitan Group owned by any third party; and all applicable waiting and other time periods during which any such government, governmental, quasi-governmental, supranational, statutory, professional, regulatory, environmental or investigative body, court, stock exchange, trade agency, association, or other body or person could institute or decide to take or threaten any such action, proceedings, suit, investigation or enquiry having expired, lapsed or been terminated; 6. all necessary filings having been made in connection with the Offer and/or the acquisition by Grantchester of any London & Metropolitan Shares or control of any member of the London & Metropolitan Group and all appropriate waiting periods relating thereto under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, exemptions, permissions and approvals necessary or appropriate for or in respect of the Offer or proposed acquisition of any shares in, or control of, London & Metropolitan by Grantchester or any member of the Grantchester Group or the issue or offering of any new Grantchester Shares or the carrying on by any member of the wider London & Metropolitan Group of its business, having been obtained in terms and in a form satisfactory to Grantchester from all appropriate governments, governmental, quasi-governmental, supranational, statutory, professional, regulatory, environmental or investigative bodies or courts, stock exchanges, trade agencies, associations, or other body in any jurisdiction where the absence of such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, exemptions, permissions and approvals would have a material and adverse effect on the Offer or on the wider London & Metropolitan Group or wider Grantchester Group (as the case may be) taken as a whole and such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, exemptions, permissions and approvals together with all authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals remaining in full force and effect at the time the Offer becomes otherwise unconditional in all respects and all necessary filings having been made for such purposes and there being no intimation of any intention to revoke, suspend, modify or not to renew any of the same; 7. save as publicly announced by delivery of an announcement to the Company Announcements Office of the London Stock Exchange before 13 March 1998, no member of the London & Metropolitan Group having, since 31 December 1996: 7.1 save in respect of transactions solely involving members of the London & Metropolitan Group, issued or agreed to issue or authorised or proposed the issue of additional shares of any class; 7.2 issued or authorised or proposed the issue of or granted securities convertible into shares or rights, warrants, or options to subscribe for, or acquire, any such shares or convertible securities; 7.3 recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution; 7.4 merged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any rights, 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, disposal, transfer, mortgage, charge or security interest otherwise than in the ordinary course of business; 7.5 authorised or proposed or announced an intention to propose any change in its share or loan capital or to purchase, redeem or reduce any of its share capital; 7.6 issued, authorised or proposed the issue of any debentures or incurred or increased any indebtedness or become subject to any contingent liability in any such case which is material in the context of the London & Metropolitan Group taken as a whole; 7.7 entered into any contract, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business which is material in the context of the London & Metropolitan Group taken as a whole or entered into or changed the terms of any contract with any director of London & Metropolitan or senior executives of any member of the London & Metropolitan Group; 7.8 entered into or varied or authorised, proposed or announced its intention to enter into any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involved or could involve an obligation of a nature or magnitude which in any case is material in the context of the London & Metropolitan Group taken as a whole or which is other than in the ordinary course of business; 7.9 taken any corporate action nor had any legal proceedings instituted or threatened against it for its winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues; 7.10 entered into any transaction, contract or arrangement which would be restrictive on the business of any member of the London & Metropolitan Group or the wider Grantchester Group and which is material in the context of the London & Metropolitan Group or the wider Grantchester Group in each case taken as a whole or which is otherwise in the ordinary course of business; 7.11 waived or compromised any claim which is material in the context of the London & Metropolitan Group taken as a whole; 7.12 entered into any contract, commitment or agreement or passed any resolution with respect to or announced any intention to propose to effect any of the transactions, matters or events referred to in this condition; 7.13 been unable or having 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; 8. save as publicly announced by delivery of an announcement to the Company Announcements Office of the London Stock Exchange before 13 March 1998, since 31 December 1996: 8.1 no adverse change having occurred in the business, assets, financial or trading position or profits or assets or prospects of any member of the wider London & Metropolitan Group which is material in the context of the London & Metropolitan Group taken as a whole; 8.2 no litigation, arbitration, proceedings, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remained outstanding by any member of the wider London & Metropolitan Group or to which any member of the wider London & Metropolitan Group is or may become a party which is material in the context of the London & Metropolitan Group taken as a whole; 9. Grantchester not having discovered: 9.1 that any financial or business or other information which has been publicly disclosed at any time by or on behalf of any member of the London & Metropolitan Group, or that has been disclosed by any member of the London & Metropolitan Group to Grantchester, either contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading, which misrepresentation or omission is material in the context of the Offer or the London & Metropolitan Group taken as a whole and which was not corrected by subsequent disclosure to Grantchester prior to the making of the Offer; or 9.2 that any partnership, company or other entity in which any member of the wider London & Metropolitan Group has a significant economic interest and which is not a subsidiary undertaking of London & Metropolitan is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of London & Metropolitan for the year ended 31 December 1996 or the announcement by London & Metropolitan of its interim results for the 26 weeks ended 30 June 1997 or otherwise publicly disclosed and which is material in the context of the London & Metropolitan Group taken as a whole. 10. Grantchester not having discovered: 10.1 that any past or present member of the London & Metropolitan Group has not complied with all applicable legislation or regulations of any jurisdiction in relation to environmental matters, which non-compliance would give rise to any liability (whether actual or contingent) or cost on the part of any member of the wider London & Metropolitan Group which would be material to the London & Metropolitan Group taken as a whole; or 10.2 there has been an emission, disposal, discharge, deposit, spillage or leak of waste or hazardous or harmful substance on or about or from any property now or previously owned, occupied or made use of by any past or present member of the London & Metropolitan Group which would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the wider London & Metropolitan Group which would be material to the London & Metropolitan Group taken as a whole; or 10.3 that there is or is likely to be any liability (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 wider London & Metropolitan Group under any environmental legislation, regulation, notice, circular or order of any relevant authority or otherwise which is material in the context of the London & Metropolitan Group taken as a whole. Grantchester reserves the right to waive, in whole or in part, all or any of the above conditions, except conditions 1 and 3 and if Grantchester is required to make any offer under the provisions of Rule 9 of the City Code to make such alterations to any of the conditions, including condition 1, as are necessary to comply with the provisions of that Rule. Condition 3 must be fulfilled and conditions 2 and 4 to 10 (inclusive) must be fulfilled or waived by midnight on the 21st day after the later of the first closing date of the Offer and the date on which condition 1 is fulfilled (or in each case such later date as Grantchester and the Panel may agree). Grantchester shall be under no obligation to waive or treat as satisfied any of conditions 2 and 4 to 10 (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 acquisition of London & Metropolitan is referred to the Monopolies and Mergers Commission before the later of 3.00 p.m. on the first closing date of the Offer and the date when the Offer becomes or is declared unconditional as to acceptances. In such circumstances, the Offer will cease to be capable of further acceptance and persons accepting the Offer and Grantchester shall thereupon cease to be bound by acceptances delivered on or before the date on which the Offer so lapses. Appendix II Financial effects of acceptance of the Offer The following tables show, for illustrative purposes only, the financial effects of acceptance of the Offer (either entirely for new Grantchester Shares or on the basis that elections are made in full for the Cash Alternative) on capital value and income for an accepting holder of 1,000 London & Metropolitan Shares, if the Offer becomes or is declared unconditional in all respects. Cash Notes The Alternative # # A. Capital Value Market value of new Grantchester Shares (i) (ii) 132.59 n/a Cash consideration (iii) n/a 121.50 _____ _____ Total Value 132.59 121.50 Market Value of 1,000 London & Metropolitan Shares (iv) 97.50 97.50 _____ _____ Increase in capital value 35.09 24.00 ===== ===== This represents an increase of 36.0% 24.6% B. Gross Income Gross income from cash consideration (iii) n/a 7.25 Gross dividend income on 74 new Grantchester Shares(ii) (v) 0.93 n/a _____ _____ Total income 0.93 7.25 Gross dividend income on 1,000 London & Metropolitan Shares (vi) nil nil _____ _____ Increase in gross income 0.93 7.25 ===== ===== Notes i. The market value of Grantchester Shares is based on the middle market quotation of 179p on 12 March 1998, the last business day before the date of this announcement of the Offer, as derived from the quotations provided by the Official List. . ii. For the purposes of this calculation, the number of new Grantchester Shares issued has not been rounded down to the nearest whole number. . iii. The income from the cash consideration under the Offer has been calculated on the assumption that it is re-invested so as to yield 5.97 per cent. gross per annum, being the gross redemption yield on the FT Actuaries Medium Coupon Fixed Interest Index for securities up to ten years maturity as published in the Financial Times dated 12 March 1998, the last business day before the date of this announcement. . iv. The market value of a London & Metropolitan Share is based on the middle market quotation of 9.75p on 12 March 1998, the last business day before the announcement of the Offer, as derived from the quotations given by the Daily Official List. . v. The dividend income from a Grantchester Share is based on the final dividend for the year ended 30 September 1997 of 1.0p (net) per Grantchester Share paid and recommended, respectively. The final dividend carried an associated tax credit of 20/80ths of the amount paid. No interim dividend was paid by Grantchester in respect of the year ended 30 September 1997. . vi. London & Metropolitan proposed neither an interim nor a final dividend for the year ended 31 December 1997. Other than as mentioned above, no account has been taken of any potential liability to taxation nor the treatment of fractions in assessing the financial effects of acceptance. Appendix III Definitions The following definitions apply throughout this announcement, unless the context requires otherwise: "Cash Alternative" The proposed alternative under which holders of London & Metropolitan Shares who validly accept the Offer may elect to receive cash in lieu of some or all of the new Grantchester shares to which they would otherwise become entitled under the Offer "City Code" The City Code on Takeovers and Mergers "Credit Suisse First Boston" Credit Suisse First Boston (Europe) Limited "Dresdner Kleinwort Benson" Kleinwort Benson Limited "Enlarged Group" the Grantchester Group as enlarged by the proposed acquisition of the London & Metropolitan Group "Grantchester" or "Group" Grantchester Holdings PLC "Grantchester Group" or Grantchester and its subsidiary undertakings "Group" "Grantchester Shareholders" holders of Grantchester Shares "Grantchester Shares" ordinary shares of 10p each in Grantchester "London & Metropolitan" London & Metropolitan PLC "London & Metropolitan Group" London & Metropolitan and its subsidiary undertakings "London & Metropolitan Shares" the existing unconditionally allotted or issued and fully paid ordinary shares of 5p each in London & Metropolitan and any further such shares which are unconditionally allotted or issued and fully paid while the Offer remains open for acceptance or, subject to the provisions of the City Code, such earlier date as Grantchester may decide "London Stock Exchange" London Stock Exchange Limited "London & Metropolitan Shareholders" holders of London & Metropolitan Shares "Offer" the recommended offer to be made by Credit Suisse First Boston on behalf of Grantchester to acquire all of the London & Metropolitan Shares subject to the terms and conditions set out in the Offer Document and form of acceptance accompanying the Offer Document "Offer Document" the offer document to be addressed to London & Metropolitan Shareholders in connection with the Offer containing the terms and conditions of the Offer "Official List" the London Stock Exchange Daily Official List "Offer Value" the value of the existing issued share capital of London & Metropolitan based on the Offer price of 13.26p per London & Metropolitan Share "Panel" the Panel on Takeovers and Mergers "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "United States of America" or the United States of America, its territories and "United States" possessions, or any state of the United States and the District of Columbia "Value Retail" Value Retail PLC END OFFBSGBXDXBCCIX
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