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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Matisse Hlg Asd | LSE:MATB | London | Ordinary Share | QQ0009944604 | NEW ORD 1P (SUB SHS -CLAIMS PURPOSES) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.00 | - |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number:5858U
Matthews(Bernard) PLC
23 November 2000
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA
Bernard Matthews Holdings PLC ("BMH")
Offer unconditional as to acceptances
Introduction of a Partial Share Alternative
Recommended Revised Offer for Bernard Matthews PLC
Offer unconditional as to acceptances
As at 3.00 p.m. on 22 November 2000, being the first closing date of the
Offer, valid acceptances of the Offer had been received by BMH in respect of
47,022,323 Bernard Matthews Shares, representing approximately 37.5 per cent.
of the existing issued share capital of Bernard Matthews PLC.
Valid acceptances of the Offer include valid elections for the Loan Note
Alternative in respect of 1,060,432 Bernard Matthews Shares, which if issued
would represent Loan Notes with an aggregate nominal value of approximately
#2.0 million.
As set out in paragraph 4 of Part 2 of the Original Offer Document, the
Matthews Family and the Management Team own or control an aggregate of
52,951,799 Bernard Matthews Shares, representing approximately 42.2 per cent.
of the existing issued share capital of Bernard Matthews PLC. These Bernard
Matthews Shares will be acquired by BMH following the Offer becoming or being
declared wholly unconditional. This acquisition of shares is outside the
Offer and will be made pursuant to the Share Exchange Agreement.
BMH has therefore in total agreed to acquire or has received valid
acceptances of the Offer in respect of 99,974,122 Bernard Matthews Shares,
representing approximately 79.6 per cent. of the existing issued share
capital of Bernard Matthews PLC.
Accordingly, BMH has declared the Offer unconditional as to acceptances but
has not yet declared the Offer wholly unconditional.
Of the total acceptances, valid acceptances in respect of 5,783,561 Bernard
Matthews Shares, representing approximately 4.6 per cent. of Bernard Matthews
PLC's issued share capital, have been received from persons who had
irrevocably undertaken to accept or procure acceptance of the Offer.
BMH, together with each person deemed to be acting in concert with BMH, held
on 15 May 2000, the day prior to the commencement of the Offer Period,
52,951,799 Bernard Matthews Shares, representing approximately 42.2 per cent.
of Bernard Matthews PLC's issued share capital. These Bernard Matthews Shares
were held by the Matthews Family and the Management Team and are not subject
to the Offer.
Save as disclosed herein or in the offer document dated 1 November 2000,
neither BMH nor (so far as BMH is aware) any person deemed to be acting in
concert with BMH held any Bernard Matthews Shares on 15 May 2000, the day
prior to the commencement of the Offer Period, or has acquired or agreed to
acquire any Bernard Matthews Shares (or rights over Bernard Matthews Shares)
since the commencement of the Offer Period.
Introduction of a Partial Share Alternative
The board of BMH announces, by way of a Recommended Revised Offer, the
introduction of a Partial Share Alternative to the cash consideration
available under the Revised Offer. Bernard Matthews Shareholders continue to
be able to accept 185p in cash for each Bernard Matthews Share and the Loan
Note Alternative.
Under the Partial Share Alternative, Independent Shareholders will be able to
elect to receive one BMH Ordinary Share for each Bernard Matthews Share held
instead of the cash consideration available under the Revised Offer.
Under the Partial Share Alternative 5,800,000 BMH Ordinary Shares in
aggregate have been reserved for issue to Independent Shareholders. This
represents approximately 9.9 per cent. of the issued share capital of BMH as
enlarged by the Partial Share Alternative. No BMH Ordinary Shares will be
issued under the Partial Share Alternative unless valid elections for the
issue of 5,800,000 BMH Ordinary Shares are received by the date on which the
Revised Offer becomes or is declared wholly unconditional. To the extent that
elections are received in excess of this amount, they will be scaled down as
nearly as practicable pro rata to all valid elections received.
The BMH Ordinary Shares will not be listed on any recognised investment
exchange.
Details of the Recommended Revised Offer are set out in the attached press
release.
The Revised Offer, the Loan Note Alternative and the Partial Share
Alternative will remain open for acceptance until 3.00 p.m. on Thursday 7
December 2000.
Enquiries:
Bernard Matthews Holdings PLC 01603 872 611
B T Matthews
David Joll
HSBC 020 7336 9000
Jeremy Prescott
Robert Winter
Bernard Matthews PLC - Independent Directors 01603 873 710
David McCall
David Newton
Dresdner Kleinwort Benson 020 7623 8000
Chris Treneman
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA
Recommended Revised Offer for
Bernard Matthews PLC
1. Introduction
The board of BMH announces the terms of a Revised Offer to be made by
HSBC, on behalf of BMH, to acquire all of the issued and to be issued
share capital of Bernard Matthews PLC other than the 52,951,799
Bernard Matthews Shares, representing approximately 42.2 per cent. of
Bernard Matthews PLC's existing issued share capital, which BMH has
conditionally agreed with the Matthews Family and the Management Team
to acquire separately outside of the Revised Offer.
The Revised Offer introduces a Partial Share Alternative. There is no
change to the cash value of the Original Offer or the terms of the
Loan Note Alternative, which continue to be available for acceptance
under the Revised Offer.
2. The Revised Offer
On behalf of BMH, HSBC hereby offers to acquire all of the issued and
to be issued Bernard Matthews Shares, other than the Bernard Matthews
Shares which BMH has conditionally agreed with the Matthews Family and
the Management Team to acquire separately outside of the Revised
Offer, on the following basis:
for each Bernard Matthews Share 185 pence in cash.
The Revised Offer continues to value all of the existing issued
Bernard Matthews Shares at approximately #232 million.
The Revised Offer represents a premium of approximately 57.4 per cent.
over the closing Middle Market Price of a Bernard Matthews Share on 15
May 2000, the day prior to the announcement by the Matthews Family
that it was considering making an offer for Bernard Matthews PLC.
The Bernard Matthews Shares to be acquired pursuant to the Revised
Offer will be acquired fully paid and free from all liens, charges,
encumbrances and other interests and together with all rights
attaching thereto, including (without limitation) the right to receive
and retain all dividends and other distributions hereafter declared,
made or payable.
Full acceptance of the Revised Offer would involve a maximum cash
payment by BMH of approximately #135 million.
3. The Loan Note Alternative
Under the Revised Offer, Bernard Matthews Shareholders (other than
certain overseas Bernard Matthews Shareholders) who validly accept the
Revised Offer will be able to elect to receive Loan Notes instead of
all or part of the cash consideration to which they would otherwise be
entitled on the following basis:
For every #1 of cash #1 nominal value of Loan Notes.
The Loan Note Alternative is conditional upon the Revised Offer
becoming or being declared wholly unconditional.
No Loan Notes will be issued under the Loan Note Alternative unless
valid elections are made for Loan Notes with an aggregate nominal
value of #1 million. If, as a result of insufficient elections, Loan
Notes are not issued under the Loan Note Alternative, those Bernard
Matthews Shareholders who have validly elected to receive Loan Notes
will instead receive the cash to which they would otherwise be
entitled in accordance with the terms of the Revised Offer.
4. The Partial Share Alternative
Under the Revised Offer, Bernard Matthews Shareholders (other than
certain overseas Bernard Matthews Shareholders) who validly accept the
Revised Offer will be able to elect to receive BMH Ordinary Shares in
respect of all or any part of their holding of Bernard Matthews Shares
(but subject to a minimum aggregate take-up and to any scaling down,
as set out below) on the following basis:
for each Bernard Matthews Share one BMH Ordinary Share.
The Partial Share Alternative is conditional upon the Revised Offer
becoming or being declared wholly unconditional.
The attention of Bernard Matthews Shareholders considering making an
election for the Partial Share Alternative is drawn to paragraph 7
below entitled "Risk factors and investment considerations in relation
to BMH Ordinary Shares". In addition, they are strongly advised to
consult a stockbroker, bank manager, accountant or other independent
financial adviser duly authorised under the Financial Services Act
1986 who specialises in advising on the acquisition of shares or other
securities.
The Independent Directors advise Bernard Matthews Shareholders who are
considering an election for the Partial Share Alternative to seek
independent advice appropriate to their own financial circumstances.
The Independent Directors are not making any recommendation in respect
of the Partial Share Alternative.
Under the Partial Share Alternative, 5,800,000 BMH Ordinary Shares in
aggregate have been reserved for issue to Independent Shareholders.
This represents approximately 9.9 per cent. of the issued share
capital of BMH as enlarged by the Partial Share Alternative.
The Partial Share Alternative will remain open for acceptance until 7
December 2000 and may then be closed without prior notice, save that
BMH reserves the right to revise, increase and/or extend the Partial
Share Alternative subject to the Code or in the event of a competitive
situation arising. If BMH does extend the Partial Share Alternative
beyond 7 December 2000, it may be closed at any time thereafter
without prior notice. Accordingly, Bernard Matthews Shareholders
wishing to elect for the Partial Share Alternative should complete and
return the Revised Form of Acceptance (which, if they have previously
accepted the Original Offer, will supersede their Original Form of
Acceptance) so as to be received complete in all respects by 3.00 p.m.
on Thursday 7 December 2000.
No BMH Ordinary Shares will be issued under the Partial Share
Alternative unless valid elections for 5,800,000 BMH Ordinary Shares
are received by the later of 7 December 2000 and the date on which the
Revised Offer becomes or is declared wholly unconditional, unless BMH
otherwise determines. To the extent that elections are received in
excess of this amount, they will be scaled down as nearly as
practicable pro rata to all valid elections received.
If BMH Ordinary Shares are not issued under the Partial Share
Alternative, or excess elections are scaled down, those Bernard
Matthews Shareholders who have validly elected to receive BMH Ordinary
Shares will instead receive all or part of their consideration in
cash, unless they have indicated on the Revised Form of Acceptance
that they elect for the Loan Note Alternative in respect of any
election under the Partial Share Alternative which is not fully
satisfied in BMH Ordinary Shares.
Further information relating to BMH including its financing, pro forma
financial information, its memorandum and articles of association and
the Shareholders Agreement to which members of the Matthews Family and
the Management Team will be subject, will be set out in the Revised
Offer Document.
5. Revised Offer Document
The Revised Offer Document setting out the full terms and conditions
of the Revised Offer, together with a Revised Form of Acceptance, is
being dispatched today to Bernard Matthews Shareholders and, for
information only, to participants in the Bernard Matthews Share Option
Scheme.
6. Closing date of the Revised Offer and Procedure for Acceptance
The Revised Offer, the Loan Note Alternative and the Partial Share
Alternative will remain open for acceptance until 3.00 p.m. on
Thursday 7 December 2000.
The Revised Offer introduces the Partial Share Alternative but does
not alter the cash value of the Original Offer or the terms of the
Loan Note Alternative. Bernard Matthews Shareholders who have already
completed and returned the Original Form of Acceptance for the
Original Offer and do not wish to elect for the Partial Share
Alternative need not return a Revised Form of Acceptance or take any
further action.
To accept the Revised Offer (or to alter the terms of an acceptance of
the Original Offer to include an election for the Partial Share
Alternative) the Revised Form of Acceptance must be completed and
returned as soon as possible and, in any event, so as to be received
by no later than 3.00 p.m. on Thursday 7 December 2000. The procedure
for acceptance is set out in the Revised Offer Document and in the
accompanying Revised Form of Acceptance.
7. Risk Factors and investment considerations in relation to BMH Ordinary
Shares
Bernard Matthews Shareholders considering making an election for the
Partial Share Alternative should consider carefully the following risk
factors and other investment considerations.
BMH Ordinary Shares will be subject to the rights and restrictions set
out in the articles of association of BMH. A summary of certain
provisions of BMH's articles of association will be set out in the
Revised Offer Document.
The members of the Matthews Family and the Management Team who will
become holders of BMH Shares have entered into a Shareholders
Agreement for the purposes of regulating their dealings with BMH and
in BMH Shares. A summary of certain provisions of the Shareholders
Agreement will be set out in the Revised Offer Document.
The Code generally applies to takeover offers for shares in public
limited companies. BMH's articles of association contain provisions
that can require all shareholders of BMH to accept an offer from a
third party if the offer is accepted by the holders of more than 55
per cent. of the shares in issue (and which allow minority
shareholders to require to be bought out in such circumstances).
There are other similar provisions concerning rights and obligations
relating to offers from third parties set out in the Shareholders
Agreement that apply to members of the Matthews Family and the
Management Team. Such provisions in BMH's articles of association and
in the Shareholders Agreement may not comply with the requirements of
the Code for the conduct of a takeover offer. The Panel has confirmed
that the provisions of the Code will be disapplied to the extent
necessary to give effect to such provisions. By electing for the
Partial Share Alternative, relevant Bernard Matthews Shareholders will
be acknowledging that the terms of the Code will be modified in this
way and that accordingly they will not be afforded the protections of
the Code that would otherwise apply in respect of such provisions.
Further details of the provisions of BMH's articles of association and
the Shareholders Agreement will be set out in the Revised Offer
Document.
The board of BMH has stated that it intends to investigate in due
course a mechanism to assist in the matching of any buyers and sellers
of BMH Ordinary Shares, and that BMH itself may consider purchasing
BMH Ordinary Shares when BMH's borrowings have been significantly
reduced. Bernard Matthews Shareholders considering an election for
the Partial Share Alternative are warned that no commitment is given
to these courses of action, and that an investment in BMH Ordinary
Shares should only be regarded as a long-term investment with very
limited, if any, prospect of marketability.
Bernard Matthews Shareholders should be aware that any shares issued
pursuant to the Partial Share Alternative will not be listed or quoted
on a recognised investment exchange and that the directors of BMH do
not currently intend to seek any such listing or quotation.
The attention of Bernard Matthews Shareholders considering an election
for the Partial Share Alternative is drawn to certain risk factors and
other investment considerations relevant to such an election. These
include the fact that BMH:
* is an unlisted company which currently has no market in its shares,
and consequently BMH Ordinary Shares may be difficult to sell;
* has no plans to pursue a public quotation of BMH Ordinary Shares on
any recognised investment exchange or other market;
* will not be subject to the disclosure and corporate governance
requirements of the UK Listing Authority;
* is unlikely to pursue the same dividend policy as that followed by
Bernard Matthews PLC in the past;
* is controlled by the Matthews Family who, assuming that the Revised
Offer becomes or is declared wholly unconditional and that BMH
Ordinary Shares are issued under the Partial Share Alternative, will
own approximately 89.1 per cent. of BMH. The Matthews Family is
committed to the development of the Bernard Matthews Group as an
independent business;
* will have a high initial level of debt funding; and
* has articles of association which contain provisions which are unusual
for a public company.
8. General
The Revised Offer will be made subject to the conditions and on the
terms contained in Appendix 1 to this announcement and on the further
terms which will be set out in the Revised Offer Document and the
Revised Form of Acceptance. The Revised Offer will comply with the
provisions of the Code.
The availability of the Revised Offer, the Loan Note Alternative and
the Partial Share Alternative in jurisdictions outside the UK or to
persons who are citizens, nationals or residents of countries other
than the UK may be affected by the laws of the relevant jurisdictions.
Persons who are citizens, nationals or residents of countries other
than the UK should inform themselves of, and observe, any applicable
legal requirements.
Appendix 2 contains definitions of words and expressions used in this
announcement.
9. Recommendation by the Independent Directors
The Independent Directors continue to endorse their recommendation of
the Offer of 185 pence in cash per Bernard Matthews Share and the Loan
Note Alternative; however, they make no recommendation to shareholders
in respect of the Partial Share Alternative. Furthermore, they
strongly advise all Independent Shareholders considering making an
election for the Partial Share Alternative to consult first a
stockbroker, bank manager, accountant or other independent adviser
duly authorised under the Financial Services Act 1986 who specialises
in advising on the acquisition of shares and other securities.
10. Responsibility Statements
(a) Bernard Matthews PLC
The directors of Bernard Matthews PLC accept responsibility for
the information contained in this announcement relating to
Bernard Matthews PLC, the Bernard Matthews Group and themselves
(other than the recommendation in respect of the Revised Offer
for which the Independent Directors accept responsibility). To
the best of the knowledge and belief of the directors of Bernard
Matthews PLC (who have taken all reasonable care to ensure that
such is the case), the information contained in this
announcement for which they accept responsibility is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
(b) Independent Directors
The Independent Directors accept responsibility for the
recommendation in respect of the Revised Offer contained in this
announcement. To the best of the knowledge and belief of the
Independent Directors (who have taken all reasonable care to
ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
(c) BMH
The directors of BMH accept responsibility for the information
contained in this announcement other than that relating to
Bernard Matthews PLC, the Bernard Matthews Group and the board
of Bernard Matthews PLC for which the directors of Bernard
Matthews PLC are responsible and the recommendation in respect
of the Revised Offer for which the Independent Directors are
responsible. To the best of the knowledge and belief of the
directors of BMH (who have taken all reasonable care to ensure
that such is the case), the information contained in this
announcement for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
HSBC Investment Bank plc ("HSBC"), which is regulated in the United Kingdom
by The Securities and Futures Authority Limited, is acting exclusively for
BMH and no one else in relation to the Offer and will not be responsible to
anyone other than BMH for providing the protections afforded to customers of
HSBC, or for providing advice in relation to the Offer. This announcement has
been approved for the purposes of section 57 of the Financial Services Act
1986 by HSBC.
Kleinwort Benson Limited ("Dresdner Kleinwort Benson"), which is regulated in
the United Kingdom by The Securities and Futures Authority Limited, is acting
exclusively for Bernard Matthews PLC and no one else in relation to the Offer
and will not be responsible to anyone other than Bernard Matthews PLC for
providing the protections afforded to customers of Dresdner Kleinwort Benson,
or for providing advice in relation to the Offer.
The Revised Offer will not be made directly or indirectly in or into or by
the use of the mails of, or any other means or instrumentality of interstate
or foreign commerce of, or any facility of a national securities exchange of,
the United States, Canada, Australia or Japan. Accordingly, this
announcement is not being, and must not be, issued, mailed or otherwise
distributed or sent in, into or from the United States, Canada, Australia or
Japan and persons receiving this announcement (including custodians, nominees
and trustees) must not distribute or send it in, into or from the United
States, Canada, Australia or Japan.
Any BMH Ordinary Shares or Loan Notes issued pursuant to the Revised Offer
will not be listed, or dealt in, on any stock exchange and have not been, and
will not be, registered under the United States Securities Act 1933, as
amended, or under any relevant securities laws of any jurisdiction of the
United States and the relevant clearances have not been, and will not be,
obtained from the regulatory authority of any province or territory of
Canada. In addition, no prospectus in relation to the BMH Ordinary Shares or
the Loan Notes has been, or will be, lodged with or registered by the
Australian Securities Commission and no steps have been, nor will be, taken
to enable the BMH Ordinary Shares or the Loan Notes to be offered in
compliance with the applicable securities laws of Japan or any other country
or jurisdiction outside the United Kingdom. The BMH Ordinary Shares or the
Loan Notes may not be offered, sold or delivered, directly or indirectly, in
or into the United States, Canada, Japan or Australia or for the account of
any North American Person or any person resident in Japan or Australia or any
other jurisdiction if to do so would constitute a violation of the relevant
laws in such jurisdiction.
This announcement is not being, and must not be, issued, mailed or otherwise
distributed to or sent in, into or from the United States, Canada, Australia
or Japan and persons receiving this announcement (including custodians,
nominees and trustees) must not distribute or send it in, into or from the
United States, Canada, Australia or Japan.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE REVISED OFFER, THE PARTIAL SHARE
ALTERNATIVE AND THE LOAN NOTE ALTERNATIVE
The Revised Offer, which will be made by HSBC on behalf of BMH, will comply
with the provisions of the Code and will be subject to the terms and
conditions to be set out or referred to in the Revised Offer Document and
Revised Form of Acceptance.
1. The Revised Offer is subject to the same conditions which applied to
the Original Offer and which were contained in Part A of Part 3 of the
Original Offer Document, save as set out in the Revised Offer Document
and except for conditions 1(a) and (b) in such Part A which have been
satisfied and except that the references to the "Offer" and "Form of
Acceptance" should be construed respectively as references to the
Revised Offer and the Revised Form of Acceptance unless the context
requires otherwise.
2. The Partial Share Alternative is conditional upon the Revised Offer
becoming or being declared wholly unconditional and, unless BMH
otherwise determines, on valid elections for the Partial Share
Alternative being received in respect of not less than 5,800,000 BMH
Ordinary Shares by the later of 7 December 2000 and the date on which
the Revised Offer becomes or is declared wholly unconditional.
APPENDIX 2
DEFINITIONS
Terms defined in the offer document dated and dispatched on 1 November 2000
have the same meanings in this announcement.
The following additional definitions apply throughout this press
announcement, unless the context otherwise requires:
"Offer" the offer being made by HSBC on behalf of
BMH to acquire all the Bernard Matthews
Shares (other than those held by the
Matthews Family and the Management Team),
whether under the Original Offer or the
Revised Offer;
"Original Form of Acceptance" the form of acceptance, authority and
election which was issued in connection
with the Original Offer and which
accompanied the Original Offer Document;
"Original Offer" the recommended cash offer of 185 pence per
Bernard Matthews Share (other than those
held by the Matthews Family and the
Management Team) announced on 26 October
2000 and made by HSBC on behalf of BMH;
"Original Offer Document" the document sent to Bernard Matthews
Shareholders on 1 November 2000 containing
and setting out the terms of the Original
Offer;
"Partial Share Alternative" the alternative under which holders of
Bernard Matthews Shares who accept the
Revised Offer will be able to elect to
receive in aggregate 5,800,000 BMH Ordinary
Shares as an alternative to all or part of
their entitlement to cash under the Revised
Offer;
"Revised Form of Acceptance" the form of acceptance, authority and
election being issued in connection with
the Revised Offer and which accompanies the
Revised Offer Document;
"Revised Offer" the recommended revised offer being made by
HSBC on behalf of BMH to acquire all the
Bernard Matthews Shares other than those
held by the Matthews Family and the
Management Team subject to the conditions
contained or referred to in the Revised
Offer Document and in the Revised Form of
Acceptance relating thereto, including
(where the context so requires) any
subsequent revision, variation, renewal or
extension thereof;
"Revised Offer Document" the document being sent to Bernard Matthews
Shareholders which contains the Revised
Offer.
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