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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Moorfield Grp. | LSE:MRF | London | Ordinary Share | GB0006016520 | ORD 1P |
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 |
RNS Number:8801Z Moorfield Group PLC 5 March 2001 PART 2 APPENDIX II DEFINITIONS The following definitions apply throughout this announcement, unless the context otherwise requires: "Act" the Companies Act 1985 (as amended) "Authorisations" authorisations, orders, grants, recognitions, confirmations, consents, clearances, certificates, permission or approvals "Bank of Scotland" The Governor and Company of the Bank of Scotland "City Code" the City Code on Takeovers and Mergers "Deloitte & Touche Deloitte & Touche Corporate Finance, a division of Corporate Finance" Deloitte & Touche "Directors" or "Board" the directors of Moorfield "Employee Benefit the Moorfield Group PLC employee benefit trusts Trusts" constituted by a trust deed dated 29 April 1999 and known as the Moorfield Group PLC Employee Benefit Trust No. 1 and a trust deed dated 9 July 1999 and known as the Moorfield Group PLC Employee Benefit Trust No. 2 "Enlarged Group" Stessa Holdings and its subsidiary undertakings following the acquisition of Moorfield by Stessa "Form of Acceptance" the form of acceptance and authority issued in connection with the Offer accompanying the Offer Document and "Forms of Acceptance" shall be construed accordingly "Hoare Govett Hoare Govett Limited "Independent Sir Brian Corby, Odile Griffith and John Marples Directors" "Inducement Fee" the fee payable by Moorfield as described in paragraph 13 in this announcement "Institutional Loan" the subordinated loan from Bank of Scotland to Stessa, ranking pari passu with Stessa Loan Notes "Institutional Loan the agreement dated 5 March 2001 between Bank of Agreement" Scotland, Stessa and Stessa Holdings for the provision of the Institutional Loan "Investment Agreement" the investment agreement referred to in paragraph 7(b) of Appendix IV to the Offer Document "Investors" Uberior Investments and the Management Investors "Listing Rules" the listing rules of the UK Listing Authority "London Stock London Stock Exchange plc Exchange" "Management" or Marc Gilbard, Graham Stanley and Graham Sidwell, being "Management Team" the executive directors of Moorfield "Management Investors" Marc Gilbard, Graham Stanley and the Employee Benefit Trusts and certain other employees of Moorfield who elect to invest in Stessa Holdings B Shares and Stessa Loan Notes "Moorfield" or Moorfield Group PLC "the Company" "Moorfield Group" Moorfield and its subsidiary undertakings and where the context permits, each of them (and "member of the Moorfield Group" shall be construed accordingly) "Moorfield Share the Moorfield Group PLC Approved Senior Executive Share Option Schemes" Option Scheme and the Moorfield Group PLC Unapproved Executive Share Option Scheme "Moorfield holders of Moorfield shares Shareholders" "Moorfield Shares" the existing unconditionally allotted or issued and fully paid ordinary shares of 1 pence each in Moorfield and any further such shares which are unconditionally allotted and/or issued and fully paid (or credited as fully paid) before the date on which the Offer closes (or such earlier date as Stessa may, subject to the City Code, decide) "Offer" the recommended cash offer by Deloitte & Touche Corporate Finance on behalf of Stessa to acquire the entire issued and to be issued share capital of Moorfield on the terms and subject to the conditions set out in the Offer Document and the Form of Acceptance including, where the context requires, any subsequent revision, variation, extension or renewal of such Offer "Offer Document" the document containing the Offer posted to Moorfield Shareholders on 5 March 2001 "Offer Price" 40 pence per Moorfield Share "Official List" the list maintained by the UK Listing Authority pursuant to Part IV of the Act "Panel" the Panel on Takeovers and Mergers "Rollover Proposal" the rollover proposal to holders of options under the Moorfield Group PLC Unapproved Executive Share Option Scheme as described in paragraph 6 of Part 1 of the Offer Document "Stessa" or Stessa Limited, registered in England and Wales with the "Offeror" company number 4137220 "Stessa Group" Stessa and its subsidiary undertakings and where the context permits, each of them (and "member of the Stessa Group" shall be construed accordingly) "Stessa Holdings" Stessa Holdings Limited, registered in England and Wales with company number 4137085 "Stessa Holdings A A ordinary shares of #0.01 each in the capital of Shares" Stessa "Stessa Holdings B B ordinary shares of #0.01 each in the capital of Shares" Stessa "Stessa Loan Notes" the #2.864 million in nominal amount of unsubordinated secured loan notes to be issued to the Management Investors by Stessa "subsidiary", shall be construed in accordance with the Act (but for "subsidiary this purpose ignoring paragraph 20(1)(b) of Schedule 4A undertaking", of the Act) "associated undertaking" and "undertaking" "Uberior Investments" Uberior Investments Plc, a wholly-owned subsidiary of Bank of Scotland "UK" or "United the United Kingdom of Great Britain and Northern Kingdom" Ireland "UK Listing Authority" the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part IV of the Financial Services Act 1986 and in the exercise of its functions in respect of admission to the Official List otherwise than in accordance with Part IV of the Act "US Act" the US Securities Act of 1933, as amended, and the rules and Regulations promulgated thereunder "United States" or the United States of America, its possessions and "US" territories, all areas subject to its jurisdiction or any subdivision thereof, any state of the United States and the District of Columbia
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