Offer for TGI Plc - Part 2

RNS Number:6922O
TC Group
14 December 2001

PART 2

                                  APPENDIX I


                           Conditions of the Offer


The Offer, which will be made by Hoare Govett on behalf of TC Group, will
comply with the rules and regulations of the London Stock Exchange, the UK
Listing Authority and the provisions of the Code. The Offer will be subject to
the following conditions:


(a)     valid acceptances being received (and not, where permitted,
        withdrawn) by not later than 3.00 pm on 4 January 2002 (or such later
        time(s) and/or date(s) as TC Group may, subject to the rules of the
        Code, decide) in respect of not less than 90 per cent (or such lesser
        percentage as TC Group may decide) of the TGI Shares to which the
        Offer relates, provided that, unless agreed by the Panel, this
        condition will not be satisfied unless TC Group and/or its
        wholly-owned subsidiaries have acquired or agreed to acquire (pursuant
        to the Offer or otherwise), directly or indirectly, TGI Shares
        carrying, in aggregate, over 50 per cent of the voting rights then
        normally exercisable at general meetings of TGI 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 TGI
        Shares which are unconditionally allotted or issued before the Offer
        becomes or is declared unconditional as to acceptances, whether
        pursuant to the exercise of conversion or subscription rights or
        otherwise); and for this purpose (i) the expression "TGI Shares to
        which the Offer relates'' shall be construed in accordance with
        sections 428-430F of the Companies Act; and (ii) TGI Shares which have
        been unconditionally allotted but not issued shall be deemed to carry
        the voting rights which they will carry on issue;


(b)     it being established, in terms satisfactory to TC Group, that it
        is not the intention of the Secretary of State for Trade and Industry
        to refer the proposed acquisition of TGI by TC Group, or any matters
        arising therefrom, to the Competition Commission;


(c)     it being established, in terms satisfactory to TC Group, that it
        is not the intention of the European Commission, pursuant to Council
        Regulation (EEC) 4064/89, either to initiate proceedings under article
        6(1)(c) or to make a referral to a competent authority of the United
        Kingdom under article 9(1) in respect of the Offer and/or the proposed
        acquisition of TGI by TC Group or any matters arising therefrom;


(d)     no government or governmental, quasi-governmental, supranational,
        statutory or regulatory body, or any court, institution, investigative
        body, association, trade agency or professional or environmental body
        or (without prejudice to the generality of the foregoing) any other
        person or body in any jurisdiction (each, a "Relevant Authority")
        having decided to take, instituted, implemented or threatened any
        action, proceedings, suit, investigation or enquiry or enacted, made
        or proposed any statute, regulation or order or otherwise taken any
        other step or done anything, and there not being outstanding any
        statute, legislation or order, that would or could reasonably be
        expected to:



        i.      restrict, restrain, prohibit, delay, impose additional          
                conditions or obligations with respect to, or otherwise         
                interfere with the implementation of, the Offer or the          
                acquisition of any TGI Shares by TC Group or any matters arising
                therefrom;
 

        ii.     result in a material delay in the ability of TC Group, or render
                TC Group unable, to acquire some or all of the TGI Shares;


        iii.    require, prevent, materially delay or materially affect the     
                divestiture by TC Group 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 TC Group or any partnership, joint venture, firm or company 
                in which any of them may be interested)(together the "wider TC  
                Group") or TGI 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 TGI Group or any partnership, joint venture, firm or company
                in which any of them may be interested) (together the "wider TGI
                Group") of all or any material portion of their respective      
                businesses, assets or property or of any TGI Shares or other    
                securities in TGI or impose any limitation on the ability of    
                any of them to conduct their respective businesses or own their 
                respective assets or properties or any material part thereof to 
                an extent which is material in the context of the wider TC Group
                or the TGI Group, respectively, in each case taken as a whole;


        iv.     impose any material limitation on the ability of any member of  
                the wider TC Group to acquire or hold or exercise effectively,  
                directly or indirectly, all rights of all or any of the TGI     
                Shares (whether acquired pursuant to the Offer or otherwise);


        v.      require any member of the wider TC Group or the wider TGI Group 
                to  offer to acquire any shares or other securities or rights   
                thereover in any member of the wider TGI Group owned by any     
                third party;


        vi.     make the Offer or its implementation or the proposed acquisition
                of TGI or any member of the wider TGI Group or of any TGI Shares
                or any other shares or securities in, or control of, TGI,       
                illegal, void or unenforceable in or under the laws of any      
                jurisdiction;


        vii.    impose any limitation on the ability of any member of the wider 
                TC Group or the wider TGI Group to co-ordinate its business, or 
                any part of it, with the business of any other member of the    
                wider TC Group or the wider TGI Group in each case to an extent 
                which is material in the context of the relevant group taken as 
                a whole; or


        viii.   otherwise adversely affect any or all of the businesses, assets,
                prospects or profits of any member of the wider TC Group or the 
                wider TGI Group or the exercise of rights of shares of any      
                company in the TGI Group to an extent which is material in the  
                context of respectively the TC Group taken as a whole and the   
                TGI Group taken as a whole, and all applicable waiting periods  
                during which such Relevant Authority could institute, implement 
                or threaten any such action, proceeding, suit, investigation,   
                enquiry or reference or otherwise intervene having expired,     
                lapsed or been terminated;


(e)     all authorisations, orders, grants, consents, clearances,
        licences, permissions and approvals, in any jurisdiction, deemed
        necessary or appropriate by TC Group for or in respect of the Offer,
        the proposed acquisition of any shares or securities in, or control
        of, TGI or any member of the wider TGI Group by any member of the
        wider TC Group or the carrying on of the business of any member of the
        wider TGI Group or the wider TC Group or any matters arising therefrom
        being obtained in terms satisfactory to TC Group from all appropriate
        Relevant Authorities or (without prejudice to the generality of the
        foregoing) from any persons or bodies with whom any member of the
        wider TGI Group or the wider TC Group has entered into contractual
        arrangements and such authorisations, orders, grants, consents,
        clearances, licences, permissions and approvals remaining in full
        force and effect and there being no intimation of any intention to
        revoke or not to renew the same and all necessary filings having been
        made, all appropriate waiting and other time periods (including
        extensions thereto) under any applicable legislation and regulations
        in any jurisdiction having expired, lapsed or been terminated and all
        necessary statutory or regulatory obligations in any jurisdiction in
        respect of the Offer or the proposed acquisition of TGI by TC Group or
        of any TGI Shares or any matters arising therefrom having been
        complied with;


(f)     appropriate assurances being received, in terms satisfactory
        to TC Group, from the relevant authorities or any party with whom any
        member of the wider TGI Group has any contractual or other
        relationship that the interests held by any member of the wider TGI
        Group under licences, leases, consents, permits and other rights will
        not be adversely amended or otherwise affected by the Offer or the
        proposed acquisition of TGI or any matters arising therefrom, that
        such licences, leases, consents, permits and other rights are in full
        force and effect and that there is no intention to revoke or amend any
        of the same;


(g)     there being no provision of any agreement, instrument, permit,
        licence or other arrangement to which any member of the wider TGI
        Group is a party or by or to which it or any of its assets may be
        bound or subject, which, as a consequence of the Offer or the
        acquisition of TGI or because of a change in the control or management
        of TGI or any member of the TGI Group or any matters arising therefrom
        or otherwise, could or might have the result (to an extent which could
        have a material adverse effect on the TGI Group taken as a whole)
        that:



        i.   any moneys borrowed by, or other indebtedness, actual or           
             contingent, of, or grant available to, any member of the wider TGI 
             Group becomes or is capable of being declared repayable            
             immediately or earlier than the repayment date stated in such      
             agreement, instrument or other arrangement or the ability of any   
             member of the wider TGI Group to borrow moneys or incur            
             indebtedness is withdrawn, inhibited or adversely affected;


        ii.  any mortgage, charge or other security interest is created over the
             whole or any part of the business, property or assets of any member
             of the wider TGI Group or any such security (whenever arising)     
             becomes enforceable;


        iii. any such agreement, instrument, permit, licence or other           
             arrangement, or any right, interest, liability or obligation of any
             member of the wider TGI Group therein, is terminated or materially 
             adversely modified or affected or any material action is taken or  
             onerous obligation arises thereunder;


        iv.  the value of any member of the wider TGI Group or its financial or
             trading position is prejudiced or adversely affected;


        v.    any material asset or, other than in the ordinary course of       
              business, any asset of the wider TGI Group being or falling to be 
              charged or disposed of;


        vi.   the rights, liabilities, obligations or interests or business of  
              any member of the wider TGI Group in or with any other person,    
              firm or company (or any arrangement relating to such interest or  
              business) is terminated, modified or adversely affected; or


        vii.  any member of the wider TGI Group ceases to be able to carry on
              business under any name under which it currently does so;


(h)     since 31 March 2001 (being the date to which the latest
        published audited report and accounts of TGI were made up) and save as
        expressly referred to in the interim results announcement for the six
        months to 30 September 2001 or as announced publicly and delivered to
        the Company Announcements Office of the London Stock Exchange prior to
        14 December 2001, no member of the TGI Group having:



        i.    issued or agreed to issue or authorised or proposed the issue of
              additional shares of any class or issued or authorised or proposed
              the issue of or granted securities convertible into or rights,    
              warrants or options to subscribe for or acquire such shares or    
              convertible securities or redeemed, purchased or reduced or       
              announced any intention to do so or made any other change to any  
              part of its share capital;


        ii.   recommended, declared, paid or made or proposed to recommend,     
              declare, pay or make any dividend, bonus or other distribution    
              other than dividends lawfully paid to TGI or wholly-owned         
              subsidiaries of TGI;


        iii.  authorised or proposed or announced its intention to propose any
              merger or acquisition or disposal or transfer of assets or shares 
              or any change in its share or loan capital;


        iv.   issued or authorised or proposed the issue of any debentures or
              incurred or save in the ordinary course of business increased any
              indebtedness or contingent liability which in any such case is
              material in the context of the wider TGI Group taken as a whole;


        v.    disposed of or transferred, mortgaged or encumbered any asset or  
              any right, title or interest in any asset or entered into or      
              varied any contract, commitment or arrangement (whether in respect
              of capital expenditure or otherwise) which is of a long term or   
              unusual nature or which involves or could involve an obligation of
              a nature or magnitude which is material or authorised, proposed or
              announced any intention to do so in any such case which is        
              material in the context of the TGI Group taken as a whole;


        vi.   save as disclosed in writing to TC Group and Hoare Govett on 13
              December 2001, entered into or varied or proposed to enter into or
              vary any contract, reconstruction, amalgamation, arrangement or   
              other transaction which is of a long term or unusual or onerous   
              nature or is otherwise than in the ordinary course of business or 
              announced any intention to do so;


        vii.  save as disclosed in writing to TC Group and Hoare Govett on 13
              December 2001, entered into, or varied the terms of, any contract 
              or agreement with any of the directors or senior executives of    
              TGI;

        viii. taken or proposed 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      
              similar officer of all or any of its assets and revenues;


        ix.   waived or compromised any claim other than in the ordinary course 
              of business;


        x.     made any amendment to its memorandum or articles of association;


        xi.    entered into any contract, transaction or arrangement which is or
               may be restrictive on the business of any member of the wider TGI
               Group or the wider TC Group;


        xii.   entered into any contract, commitment or agreement with respect  
               to any of the transactions or events referred to in this         
               condition (h); and


        xiii.  been unable or admitted 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;


(i)     since 31 March 2001 (being the date to which the latest
        published audited report and accounts of TGI were made up) save as
        disclosed in the interim results of TGI for the six months to 30
        September 2001:



        i.     no litigation, arbitration, prosecution or other legal           
               proceedings having been instituted, announced or threatened or   
               become pending or remained outstanding by or against any member  
               of the wider TGI Group or to which any member of the wider TGI   
               Group is or may become a party (whether as plaintiff, defendant  
               or otherwise) (which in any case is or might be material in the  
               context of the TGI Group taken as a whole);


        ii.    no material adverse change having occurred in the business,      
               assets, financial or trading position, profits or prospects of   
               any member of the wider TGI Group (which in any case is or might 
               be material in the context of the wider TGI Group taken as a     
               whole);


        iii.   no investigation by any Relevant Authority against or in respect 
               of any member of the wider TGI Group having been threatened,     
               announced, implemented or instituted or remaining outstanding by,
               against or in respect of any member of the wider TGI Group which,
               in any case, could have a material adverse effect on the wider   
               TGI Group taken as a whole; and


(j)     TC Group not having discovered that:


        i.     any business, financial or other information concerning any      
               member of the TGI Group disclosed, publicly or otherwise at any  
               time to TC Group, by or on behalf of any member of the TGI Group,
               either contains a misrepresentation of fact or omits to state a  
               fact necessary to make the information contained therein not     
               misleading; or

        ii.    any member of the wider TGI Group is subject to any liability,   
               actual or contingent, which is not disclosed in the annual report
               and accounts of TGI for the financial year ended 31 March 2001;


        iii.   any past or present member of the wider TGI Group has not        
               complied with all applicable legislation or regulations of any   
               jurisdiction with regard to the storage, 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 wider TGI Group) or 
               that there has otherwise been any such disposal, discharge,      
               spillage, leak or emission (whether or not the same constituted a
               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 material liability
               (whether actual or contingent) on the part of any member of the  
               wider TGI Group;


        iv.    there is or is likely to be any material 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 TGI Group or any         
               controlled waters under any environmental legislation,           
               regulation, notice, circular or order of any Relevant Authority  
               or third party or otherwise;


        v.     that circumstances exist (whether as a result of the making of   
               the Offer or otherwise) which might lead to any Relevant         
               Authority instituting or any member of the wider TGI Group or the
               wider TC Group might be required to institute, an environmental  
               audit or take any other steps which in any such case might result
               in any actual or contingent liability to improve or install new  
               plant or equipment or make good, repair, re-instate or clean up  
               any land or other asset now or previously owned, occupied or made
               use of by any member of the wider TGI Group; or


        vi.    circumstances exist whereby a person or class of persons might   
               have any claim or claims which could have a material adverse     
               effect on the financial or trading position of the wider TGI     
               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 wider TGI Group.


TC Group reserves the right to waive all or any of conditions (b) to (j)
(inclusive) above, in whole or in part. Conditions (b) to (j) (inclusive) must
be satisfied as at, or waived on or before, 21 days after the later of 4
January 2002 and the date on which condition (a) is fulfilled (or in each case
such later date as the Panel may agree) provided that TC Group shall be under
no obligation to waive or treat as satisfied any of conditions (b) 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 and that there are at
such earlier date no circumstances indicating that any of such conditions may
not be capable of fulfilment.


The Loan Note Alternative will be conditional on the Offer becoming or being
declared unconditional in all respects. Save as set out below, it will remain
open until 3.00 pm on the day following 14 days after 4 January 2002 and, if
the Offer is, or has become, unconditional as to acceptances, it will remain
open for a further 14 days from that date following which TC Group reserves
the right either to close the Loan Note Alternative or to extend it. If, on
any closing date of the Offer, the Offer is not then unconditional as to
acceptances and is extended, the right is reserved to close or extend the Loan
Note Alternative at that date. If, however, on the first closing date on which
the Offer is capable of being declared unconditional as to acceptances, it is
not so declared and is extended, the Loan Note Alternative will remain open
for at least 14 days thereafter but may then be closed without prior notice.
The right is also reserved to re-introduce a loan note alternative as long as
the Offer is still then not unconditional as to acceptances.


If TC Group is required by the Panel to make an offer for TGI Shares under the
provisions of Rule 9 of the Code, TC Group may make such alterations to the
conditions as are necessary to comply with the provisions of that Rule.


The Offer will lapse if the Offer is referred to the Competition Commission or
if the European Commission in respect thereof either initiates proceedings
under article 6(1)(c) of Council Regulation (EEC) 4064/89 or makes a referral
to a competent authority of the United Kingdom under article 9(1) of that
Regulation, before (in any such case) the later of 4 January 2002 and the date
when the Offer becomes or is declared unconditional as to acceptances. If the
Offer lapses, the Offer will cease to be capable of further acceptance and TGI
Shareholders accepting the Offer shall, upon the Offer lapsing, cease to be
bound by acceptances delivered on or before the date on which the Offer
lapses.


APPENDIX II - DEFINITIONS


The following definitions apply throughout this announcement, unless the
context otherwise requires:

"Board"     or the directors of either TC Group or TGI, as the context requires
"Directors"

"Bridgewell"   Bridgewell Corporate Finance Limited

"Closing       the closing middle market quotation of a share as derived from
Price"         the Daily Official List

"Code" or      the City Code on Takeovers and Mergers as amended or interpreted
"City Code"    from time to time by the Panel

"Companies     Companies Act 1985 as amended
Act"

"Daily         the Daily Official List of the London Stock Exchange
Official List"

"Hoare Govett" Hoare Govett Limited

"LIBOR"        the rate at which the reference banks selected by TC Group are
               prepared to offer six months sterling deposits of an amount
               equal to the amount of Loan Notes outstanding for lending banks
               in the London interbank market for sterling

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

"Loan Note     the instrument constituting the Loan Notes to be executed by TC
Instrument"    Group

"Loan Notes"   the floating rate guaranteed unsecured loan notes due 30 April
               2005 to be issued by TC Group pursuant to the Loan Note
               Alternative, having the rights and being subject to the
               restrictions set out in the Loan Note Instrument

"London Stock  London Stock Exchange plc
Exchange"

"Offer"        the recommended cash offer to be made by Hoare Govett on behalf
               of TC Group to acquire all of the TGI Shares on the terms and
               subject to the conditions to be set out in the Offer Document
               and the form of acceptance, election and authority for use in
               connection with the Offer
               (including, where the context so requires, any subsequent
               waiver, revision, variation, extension or renewal thereof)

"Offer         the document to be addressed to TGI Shareholders on behalf of TC
Document"      Group, containing and setting out the terms and conditions of the
               Offer

"Offer Period" the period commencing on 14 December 2001 (the date of
               announcement of the Offer) until whichever of the following
               shall be the latest: (i) 3.00 pm on 4 January 2002, (ii) the
               date on which the Offer lapses, and (iii) the date on which the
               Offer becomes or is declared unconditional as to acceptances

"Official      the official list maintained by the UK Listing Authority
List"

"Panel"        the Panel on Takeovers and Mergers

"Securities    the US Securities Act of 1933, as amended from time to time
Act"

"TC Group"     TC Group A/S, a company incorporated in Denmark, together, where
               the context so requires, with its existing subsidiary
               undertakings

"TGI"          TGI plc

"TGI Group"    TGI, together with its subsidiary undertakings

"TGI           a holder of options under the TGI Share Option Schemes
Optionholder"
or "Optionholder"

"TGI Share     the TGI plc Executive Share Option Scheme 1987, the TGI
Option         Executive Share Option Scheme 1997, the TGI Unapproved Executive
Schemes"       Share Option Scheme and the TGI Savings-Related Share Option
               Scheme 1997

"TGI           a holder of TGI Shares
Shareholder"
or "Shareholder"

"TGI Shares"   the existing unconditionally allotted or issued and fully paid
or "Shares"    (or credited as fully paid) ordinary shares of 1p each in the
               capital of TGI and any further such shares which are
               unconditionally allotted or issued fully paid or credited as
               fully paid after the date hereof and before the date on which
               the Offer ceases to be open for acceptance (or such earlier date
               as TC Group may, subject to the Code, decide) including any such
               shares which are so allotted or issued pursuant to the exercise
               of options granted under the TGI Share Option Schemes or
               otherwise

"UK" or        United Kingdom of Great Britain and Northern Ireland
"United 
Kingdom"

"UK Listing    the Financial Services Authority acting in its capacity as the
Authority"     competent authority for the purposes of Part VI of the Financial
               Services and Markets Act 2000

"US Person"    (i) any individual who is resident or citizen of the United
               States and (ii) a corporation, partnership or other entity
               created or organised in or under the laws of the United States
               or an estate or trust, the income of which is subject to United
               States federal income taxation regardless of the source,
               provided however that the term " US person" shall not include a
               branch or agency of a United States bank or insurance company
               that is operating outside the United States for valid business
               reasons as a locally registered branch or agency engaged in the
               banking or insurance business and not solely for the purposes of
               investing in securities not registered under the Securities Act.


For the purpose of this announcement, "subsidiary", "subsidiary undertaking"
and "associate" have the respective meanings given to them by the Companies
Act.


Foreign currency amounts

In this announcement, unless otherwise stated, Danish Kroner amounts have been
converted into Sterling at DKr12.0258= #1.00 (being the closing mid-point spot
exchange rate set out in the Financial Times on 13 December 2001, the latest
practicable date prior to the publication of this announcement).