RNS Number:1976F
Bright Station PLC
13 June 2001
BRIGHT STATION plc
13 June 2001
Placing of 270,000,000 New Ordinary Shares at 5p each incorporating an Open
Offer of up to 138,661,969 New Ordinary Shares on the basis of 4 New Ordinary
Shares for every 5 existing Ordinary Shares held
Change of name to Smartlogik Group plc
1. Introduction
On 31 May 2001 the Board announced that it had secured commitments from
institutional investors to raise, by way of a Placing and Open Offer,
approximately #12.0 million, net of expenses, which your Board and the
Proposed Directors believe is sufficient for the Company's present
requirements and to secure the future of its focused knowledge management
business, Smartlogik. Although the firm element of the Placing results in
dilution of existing Shareholders, through the Open Offer Shareholders will be
given the opportunity to subscribe for a proportion of the New Ordinary Shares
on the basis of 4 New Ordinary Shares for every 5 existing Ordinary Shares
held. The Board has explored many options, including the possibility of a
rights issue, to raise the necessary funds for the business. However, given
the current state of the UK equity market for technology stocks and the
Company's financial position, the Directors believe that the Placing and Open
Offer, on the terms outlined in this announcement, provides the best option
available to the Company. Without the completion of these Proposals, the
Directors are of the opinion that the Company would be unable to continue
trading and would have to take appropriate steps under UK and US insolvency
procedures.
The proceeds from the Placing and Open Offer will be focused on the Group's
core Smartlogik subsidiary, which provides search technologies and knowledge
management solutions to corporations and Internet portals. The Board is in the
process of closing what remains of both its Sparza and OfficeShopper
businesses, neither of which is currently trading, as well as continuing to
reduce its head office staff and other costs.
Under the Placing, the Company is issuing 270,000,000 New Ordinary Shares
representing 156 per cent. of the existing issued share capital. Under the
Open Offer, Qualifying Shareholders have the right to apply for up to
138,661,969 of these New Ordinary Shares at the Issue Price of 5 pence per
share. The New Ordinary Shares will be issued credited as fully paid and will,
on issue, rank pari passu in all respects with the existing Ordinary Shares.
Following completion of the Proposals, the Company's share option schemes will
be amended. Further details are set out in the circular being sent to
Shareholders today.
2. Background to and reasons for the Proposals
(a) Review of Group strategy
Following the disposal of the Information Services Division to Thomson
Corporation in May 2000, the Company was restructured as a technology
infrastructure business and renamed Bright Station plc. The Company used its
remaining proprietary technology assets to focus on and develop several
operating businesses in the technology sector, with the strategy of building
their initial value with existing funds while attempting to raise additional
capital from either the public or private markets or realising all or part of
these investments.
Throughout the past year, the Board has remained conscious of the need to
prioritise the use of the Company's financial resources, whilst continuing to
develop the operating businesses and exploring options to raise new equity
funding.
In the preliminary results announcement dated 28 February 2001, the Board
confirmed that it would continue to review options to ensure that additional
capital was available for further investment in the business and to take
whatever action was necessary to ensure that the Group continued to operate
within its available cash resources. However, the Board subsequently concluded
that the difficulties in raising additional capital made it no longer feasible
to continue its current rate of cash expenditure in support of all of its
business initiatives notwithstanding their longer-term potential for value
creation.
(b) Group restructuring
As announced on 30 April 2001, the Board believes that shareholder value is
best served by Bright Station being repositioned as a focused 'pure play'
knowledge management business through its Smartlogik subsidiary (incorporating
WebTop).
Following the disposal of the OfficeShopper assets on 9 May 2001, the only
non-core business now remaining within the Group is Sparza, where the cost
base has been reduced and the business is in the process of being closed, with
trading having ceased and notice given to employees. Closure of the Sparza
business is expected to be completed not later than 30 days following
Completion.
In anticipation of the new operating structure, corporate overheads have also
been curtailed.
(c) Current cash position
As at 18 May 2001, the Group had cash resources of #2.2 million. This
included approximately #700,000 held in its dormant Japanese subsidiary, KMK
DigiTex Co Limited, which cannot be remitted to the Company until the
resolution of an investigation by the Japanese tax authorities into the final
tax charge associated with KMK DigiTex's liquidation.
The Company has secured a bridge financing facility to cover the period until
receipt of the funds from the Placing and Open Offer. Under the terms of an
agreement dated 12 June 2001 between the Company and antfactory Investments
BV, antfactory has agreed to make available to the Company a secured bridge
facility of up to #1,500,000. Drawdown may be made in three equal tranches of
#500,000 no later than 13 July 2001. The loan is fully repayable by 13 July
2001 or earlier on the occurrence of certain events of default. Interest is
payable on the outstanding amount of the loan from time to time at the rate of
5% above LIBOR on the first tranche, 7% above LIBOR on the second tranche and
9% above LIBOR on the third tranche. A commitment fee equal to 3% of the
total amount available under the facility and a contribution of #15,000
towards antfactory's legal and other expenses are payable on first drawdown of
the loan or, if no drawdown occurs, on demand by antfactory. A drawdown fee
of #50,000 is payable on drawdown of each tranche. Further details of the
Bridging Facility are set out in the document to be sent to shareholders
today.
(d) Financing discussions
Over recent months, the Company has been in negotiations regarding a number of
financing options with different potential investor groups. Most of these
options involved convertible securities financing, the terms of which were
highly conditional and could have led to more dilution for Shareholders than
the current Proposals.
In parallel with these initiatives, the Company held discussions with its
principal institutional Shareholders and certain other potential investors in
relation to a proposed equity fund-raising against the background of the
proposed restructuring of the Group.
The Board and the Proposed Directors consider that, having regard to the
Bridging Facility and the net proceeds of the Placing and Open Offer, the
Group has sufficient working capital for its present requirements, that is,
for at least the next twelve months from the date of publication of this
announcement.
3. Details of the Placing and Open Offer
(a) General
The Company is proposing to raise #13.5 million gross (approximately #12.0
million net of expenses) through the Placing and the Open Offer. The net
proceeds of the Placing and the Open Offer, together with the existing cash
resources of the Group, will be used principally to invest in the continued
growth of the core Smartlogik subsidiary but also to repay any drawn portion
of the bridging facility and fund the residual balance of costs to complete
the restructuring of the Group.
The Placing Shares will in aggregate represent approximately 156 per cent. of
the existing Ordinary Shares and approximately 58 per cent. of the enlarged
issued Ordinary Share capital of the Company on Admission. All of the Placing
Shares will be issued credited as fully paid and will, on issue, rank pari
passu in all respects with the existing Ordinary Shares. None of the Placing
Shares are available to the public in conjunction with the application.
The Placing and the Open Offer are conditional on:
(i) the passing of the Resolutions at the EGM;
(ii) the Placing Commitments becoming unconditional; and
(iii) Admission of the New Ordinary Shares becoming effective.
(b) The Placing
It was announced on 31 May 2001 that Hoare Govett, as agent for the Company,
had secured Placing Commitments from certain institutional investors to
subscribe for 270,000,000 New Ordinary Shares at the Issue Price to raise #
13.5 million (gross). Of these, 131,338,031 New Ordinary Shares have been
conditionally placed firm with institutional investors at the Issue Price.
Hoare Govett, as agent for the Company, also conditionally placed the Open
Offer Shares with institutional investors at the Issue Price, subject to
recall to satisfy valid applications by Qualifying Shareholders pursuant to
the Open Offer.
The Placing Commitments from institutional investors are subject only to such
commitments becoming unconditional in accordance with their terms. The
conditions in the Placing Commitments are set out in a circular being sent to
shareholders today.
Shareholders should note that the Open Offer is not a 'rights issue'.
Entitlements under the Open Offer are not transferable and the Application
Form, not being a document of title, cannot be traded.
(c) The Open Offer
Qualifying Shareholders will be invited to subscribe under the Open Offer for
the Open Offer Shares at the Issue Price free of expenses, pro rata to their
existing shareholdings, on the basis of 4 Open Offer Shares for every 5
existing Ordinary Shares held on the Record Date and so in proportion for any
greater or smaller number of existing Ordinary Shares then held. To the extent
that Qualifying Shareholders do not apply for their full pro rata entitlement
of Open Offer shares under the Open Offer, such Open Offer Shares will be
available to other Qualifying Shareholders who elect to take up a greater
number of Open Offer Shares than they would otherwise be able to under the
terms of the Open Offer.
4. Information on the Group following Completion
(a) Background
Following the implementation of the Proposals, the operational and financial
resources of the Group will be focused on increasing the value of the
Smartlogik business. The Board and Proposed Directors believe that Smartlogik
is a company of potential and that its management, if adequately funded and
free from legacy issues associated with the current Bright Station structure,
as the Group will be following implementation of the Proposals, is capable of
delivering value for Shareholders.
Smartlogik is a leading provider of search and categorisation solutions,
enabling unstructured information to be presented and accessed with a high
degree of precision and relevance. Smartlogik targets users and developers of
corporate intranets and portals in the USA and Europe, either directly or in
conjunction with a growing number of strategic partners.
Following implementation of the Proposals, the Group will employ approximately
160 staff and operate from offices in the UK (London, Cambridge and Wembley),
the USA (San Francisco and Alexandria, Virginia) and Denmark (Copenhagen).
(b) Smartlogik's position in the knowledge management market
Smartlogik operates within the knowledge management market which the Board and
Proposed Directors believe has substantial growth potential, a view supported
by independent industry observers and analysts. This market growth is driven
by the expansion of information available on the Internet and corporate
intranets with the challenge being to turn such information into useful
knowledge and make it available to those who need it, when and where they need
it, in order to make decisions. Slimmed down workforces, empowered individuals
and increased levels of remote working make knowledge management a priority
for many organisations. Smartlogik's products can be utilised by any
organisation that requires a knowledge management solution.
For the reasons set out below, the Board and Proposed Directors believe that
Smartlogik is well placed to take advantage of such growth potential in the
market:
* Proven proprietary technology:
The technology that underpins Smartlogik's product range was developed in
Cambridge, largely based upon public research originally carried out at the
university. This technology is based on linguistic inference of important
concepts from text, correlating these using probabilistic modelling techniques
even when the query posed by the user is vague or ambiguous;
* Established, proven, scalable products:
Smartlogik's products are focused on Muscat Discovery, a concept-based search
algorithm offering both Boolean and probabilistic retrieval, which allows
users to find the information they seek with the minimum of effort, and Muscat
Structure, a software application which reads and categorises textual
information, helping users to define and better understand their information.
These products have recently been supplemented with the addition of WebTop,
the principal asset of which is the client-based desktop 'drag and drop'
Webcheck, which is now being incorporated into the Smartlogik product suite;
Smartlogik's core products are established and scalable and provide the
business with a competitive offering in the knowledge management market.
Management has begun to supplement these core products with applications and
templates geared to the needs of specific vertical markets, focusing initially
on the media, financial services and pharmaceutical industries. With the
release of a Java version of Muscat Discovery and with the imminent release of
a Com+ version of Muscat Discovery, Smartlogik has also implemented the early
phases of a programme of product development and enhancement aimed at ensuring
that the Group remains at the forefront of technology in the knowledge
management market;
* Product differentiation:
Smartlogik's breadth of product offerings, together with the probabilistic
modelling techniques and their proven scalability to handle effectively large
quantities of information and large numbers of users, provide considerable
differentiation from competitors;
* Experienced management team:
During the past year an experienced senior management team has been recruited
to head the business led by Stephen Hill (Chief Executive), formerly Managing
Director (Europe) of Inktomi, and Simon Canham (Chief Financial Officer). This
executive team has been supplemented by a number of experienced hires in key
areas such as technology, product development, sales and marketing;
* Growing blue-chip customer base:
Smartlogik has a strong and growing client list including such blue-chip names
as the BBC, Yell, Virgin Group, the DTI, NASA and Thomson Corporation.
Smartlogik currently has more than 100 customers;
* Established strategic distribution partnerships:
Smartlogik has recently announced important distribution partnership
agreements with Norcontrol, Germinus and Horizon and enjoys a technology
partnership with Fujitsu. The Board and Proposed Directors believe that these
partnerships will prove rewarding and will be supplemented by further
agreements over the coming months; and
* Recurring revenue streams:
Smartlogik generates revenue from a blend of one-off license fees, a recurring
annual maintenance charge and development and consultancy work charged on a
per diem basis, ensuring ongoing revenue streams beyond the initial licence
sale. The business also generates annuity revenue streams from a small but
significant proportion of its customers to whom it provides a managed service.
(c) Distribution channels
Smartlogik delivers its products through two distinct channels:
* Solutions channel
This is a relatively high value business providing a unique combination of
software, applications and services to deliver a precise solution to specific
customers. Management is in the process of shifting the sales focus from a
pure technology product to the provision of integrated solutions, and in doing
so the average value of implementations is increasing steadily. The sales
model is predominantly direct, with fulfilment normally being by Smartlogik in
conjunction with selected strategic service partners.
* Technology channel
Smartlogik provides the technology (Muscat software platform) to Original
Equipment Manufacturers (OEMs) and to systems integrators to build their own
applications and solutions. Current signed agreements include:
- Norcontrol (announced March 2001): A Value Added Reseller for the Spanish,
Portuguese and Latin American markets; and
- Valid Information Systems (signed March 2001): An OEM partner which
provides Smartlogik with access to numerous blue-chip clients including
predominantly governmental organisations such as The Inland Revenue, HM
Treasury, The Department of the Environment, The Royal Air Force and The
Serious Fraud Office.
Smartlogik has also allied with IBM to market Smartlogik solutions as an
approved IBM independent Software Vendor. Other channel partners include
Fujitsu, Germinus, Horizon and Thomson Corporation.
Bright Station Contracts ('BSC') operates a five-year Department of Trade and
Industry contract to manage an online database of UK exporters to businesses,
governments and British embassies around the world. BSC provides an Internet
portal for small to medium sized companies and now has over 17,000 registered
exporter companies using the service. Following completion of the Proposals,
it is proposed that BSC will be rebranded Smartlogik Contracts.
(d) Financial information
Historic revenues for the Group, as it will be constituted following
implementation of the Proposals, demonstrate growth of 18 per cent. for Q1
2001 over Q4 2000 and were made up as follows:
Q1 2000 Q2 2000 Q3 2000 Q4 2000 Q1 2001
#'000 #'000 #'000 #'000 #'000
Smartlogik (incorporating Webtop) 691 994 1,017 1,441 1,746
Other (including Bright Station 411 419 476 498 547
Contracts)
Total 1,102 1,413 1,493 1,939 2,293
Source: 2001 Q1 quarterly results announcement
The Company also holds some peripheral investments which it will seek to
realise as opportunities become available.
5. Current trading and prospects
The unaudited results for the quarter ended 31 March 2001 were published on 31
May 2001.
Overall, Group revenues for continuing operations for the quarter of #2.3
million reflected an 18 per cent. increase over Q4 2000 and a 108 per cent.
increase over Q1 2000. The increase was principally driven by revenues from
Smartlogik which continues to leverage the sales and marketing infrastructure
put in place towards the end of 2000.
Smartlogik continues to trade satisfactorily, having regard to the disruption
the current process inevitably causes. As a result of the recent
uncertainties over the financial position of the Group, finalisation of some
new sales contracts has been deferred, but the Board and the Proposed
Directors believe that growth in revenues will resume following Completion of
the Proposals.
The continuing businesses as a whole have not yet achieved the level of
revenues necessary to provide the Group with operating profits. The Group will
look to invest in building the profile and sales pipeline of its Smartlogik
business. Although the Board and the Proposed Directors anticipate strong
revenue growth, this investment will have a consequential impact on earnings
for the year. Although there can be no assurance that the Group will achieve
overall profitability in the near term, the Company expects to have sufficient
working capital as a result of the Proposals for its present requirements.
The Continuing Director and the Proposed Directors will actively manage the
Group's net expenditure and will, in particular, review carefully the pattern
of revenues and overall expenditure in the coming months in order to ensure
that the Group's working capital requirements do not exceed its available
sources of capital.
6. Proposed Board changes
On Completion, Allen Thomas (Chairman) will resign from the Board along with
Dan Wagner (Chief Executive), David Mattey (Chief Financial Officer), Patrick
Sommers and Ian Barton (Non-executive Directors). Robert Lomnitz, who was
appointed to the Board on 22 December 2000, will remain as an Executive
Director. It is proposed that the following directors of Smartlogik will be
appointed to the Company's Board on Admission: David Jefferies CBE
(Non-executive Chairman), Stephen Hill (Chief Executive Officer), Simon Canham
(Chief Financial Officer) and James Bair (Non-executive Director).
In connection with these Proposals and under existing contractual obligations,
Dan Wagner and David Mattey are entitled to certain payments on termination of
their contracts amounting to #220,100 and #274,337 respectively. At the
request of the Board and the Proposed Directors, and as part of the Proposals,
both Dan Wagner and David Mattey have agreed to receive Ordinary Shares valued
at these amounts, based upon the Issue Price, in lieu of these cash payments
in order to reduce the cash burden on the Company in relation to these
Proposals. At the same time both Dan Wagner and David Mattey have agreed to
surrender for nil consideration all share options to which they are currently
entitled.
7. Proposed change of name
Following the completion of the restructuring described above, the Group will
be focused on its Smartlogik knowledge management business and the Board
therefore proposes to change the name of the Company to Smartlogik Group plc
to reflect better the future activities of the Group. A resolution to approve
this change of name will be proposed at the Extraordinary General Meeting.
8. Admission, dealings and settlement
Application has been made to the UK Listing Authority and to the London Stock
Exchange for the New Ordinary Shares to be admitted respectively to (i) the
Official List and (ii) the London Stock Exchange's market for listed
securities. Subject to the Placing and the Open Offer becoming unconditional
in all respects, it is expected that Admission will become effective and that
dealings in the New Ordinary Shares, fully paid, will commence on 9 July 2001.
A circular containing full details of the Placing and Open Offer and a notice
convening the EGM necessary to approve the Proposals is being sent to
shareholders today. The expected timetable for the Placing and Open Offer is
set out in Appendix I. Definitions of terms used in this announcement are
included in Appendix II.
9. Recommendation
If shareholders do not approve the Proposals, the Board believes that the
Group would be unable to raise sufficient funding from alternative sources in
the time available and that the Company would have to take appropriate steps
under UK and US insolvency procedures.
The Board and the Proposed Directors consider that, having regard to the
Bridging Facility and the net proceeds of the Placing and Open Offer, the
Group has sufficient working capital for its present requirements, that is,
for at least the next twelve months from the date of this announcement.
The Board and the Proposed Directors believe that Smartlogik is a company of
potential and that its management, if adequately funded and free from legacy
issues associated with the current Bright Station structure, as the Group will
be following implementation of the Proposals, is capable of delivering value
for Shareholders.
For the reasons set out above, the Directors unanimously consider the
Proposals to be in the best interests of the Company and Shareholders as a
whole. Accordingly, the Board unanimously recommends Shareholders to vote in
favour of the resolutions to be proposed at the Extraordinary General Meeting
as the Directors intend to do in respect of their own entire beneficial and
non-beneficial interests of 20,782,115 Ordinary Shares representing 12 per
cent. of the current issued share capital. Under the terms of the Placing
Commitments, institutions holding a further 14 per cent. of the current issued
share capital have committed to support the Proposals.
For further information contact:
Bright Station 020 7930 6900
Allen Thomas, Chairman, Bright Station
David Jefferies, Chairman, Smartlogik
PricewaterhouseCoopers 020 7212 4118
Simon Boadle
Hoare Govett 020 7678 1792
Andrew Chapman
Andrew Foster
Hogarth Partnership 020 7357 9477
John Olsen
James Longfield
This announcement is issued by Bright Station and the Directors of Bright
Station are the persons responsible for the information contained in this
announcement. The contents of this announcement, which has been issued by and
is the sole responsibility of Bright Station, have been approved by
PricewaterhouseCoopers Corporate Finance, which is authorised to carry on
investment business by the Institute of Chartered Accountants in England and
Wales, solely for the purposes of Section 57 of the Financial Services Act
1986. PricewaterhouseCoopers Corporate Finance is acting exclusively for
Bright Station and no one else in connection with the Proposals and will not
be responsible to anyone other than Bright Station for providing the
protections afforded to the customers of PricewaterhouseCoopers Corporate
Finance or for providing advice in relation to the Proposals or any other
matter referred to herein.
Hoare Govett Ltd, which is regulated by the Securities and Futures Authority
Limited, is acting exclusively for Bright Station and no one else in
connection with the Proposals and will not be responsible to anyone other than
Bright Station for providing the protections afforded to the customers of
Hoare Govett Limited or for providing advice in relation to the Proposals or
any other matter referred to herein.
Prices and values of, and income from, shares may go down as well as up and an
investor may not get back the amount invested. It should be noted that past
performance is no guide to future performance. Persons needing advice should
consult an independent financial adviser.
This announcement does not constitute or form part of an offer, or any
solicitation of an offer, for securities and any purchase of, or application
for, shares in the Placing and Open Offer should only be made on the basis of
the information contained in the circular to be sent to shareholders and any
supplement thereto and issued in connection with the Placing and Open Offer.
This announcement does not constitute an offer of securities for sale in the
United States or any other jurisdiction where to do so would be illegal. The
securities have not been and will not be registered under the US Securities
Act of 1933 (the "Securities Act") and may not be offered or sold in the
United States unless they are registered with the US Securities and Exchange
Commission pursuant to an exemption from the registration requirements of the
Securities Act. There will be no public offer of securities in the United
States.
APPENDIX 1: EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for the Open Offer Close of business
on 7 June 2001
Latest time and date for splitting Open Offer applications
(to satisfy bona fide market claims only) 3.00 p.m. on 3 July 2001
Latest time and date for receiving proxy forms for the
Extraordinary General Meeting
10.00 a.m. on 4 July 2001
Latest time and date for receipt of Application Forms and
payment in full in respect of the Open Offer
3.00 p.m. on 5 July 2001
Extraordinary General Meeting 10.00 a.m. on 6 July 2001
Dealings expected to commence in New Ordinary Shares 9 July 2001
CREST accounts will be credited in respect of New Ordinary
Shares no later than 10 July 2001
Definitive share certificates for New Ordinary Shares will
be despatched by post no later than 12 July 2001
APPPENDIX II: DEFINITIONS
The following definitions apply throughout this announcement unless the context
otherwise requires:
'Admission' admission of the New Ordinary
Shares to the Official List of
the UK Listing Authority and to
trading on the London Stock
Exchange's market for listed
securities
'Application Form' the application form
accompanying the circular to be
sent to Shareholders today
'Board' or 'Directors' the directors of the Company
'Bridging Facility' the bridging facility provided
to Bright Station by antfactory
Investments BV, as described in
the circular to be sent to
shareholders today
'Bright Station' or the 'Company' Bright Station plc
'Completion' completion of the Placing and
Open Offer and the other
Proposals
'Continuing Director' Robert Lomnitz
'Extraordinary General 'Meeting' or 'EGM' the extraordinary general
meeting of Bright Station
convened for 10.00 a.m. on 6
July 2001
'Firm Shares' 131,338,031 new Ordinary Shares
which have been conditionally
placed firm at the Issue Price
with institutional and certain
other investors, and which are
not subject to the Open Offer
'Group' Bright Station and its
subsidiaries at the date of this
announcement
'Hoare Govett' Hoare Govett Limited, the
Company's broker and its agent
for the purposes of the Placing
'Issue Price' means 5p per New Ordinary Share
'London Stock Exchange' London Stock Exchange plc
'NASDAQ' NASDAQ National Market
'New Ordinary Shares' the 270,000,000 new Ordinary
Shares to be subscribed pursuant
to the Placing and Open Offer,
the 14,016,995 new Ordinary
Shares to be issued to Hoare
Govett in connection with its
fees and the 9,888,740 new
Ordinary Shares to be issued to
certain Directors in connection
with contractual payments
'Official List' the official list of the UK
Listing Authority
'Open Offer' the conditional offer to
Qualifying Shareholders, on the
terms and subject to the
conditions set out in Parts I
and II of the circular being
sent to Shareholders today and
in the Application Form, to
subscribe for the Open Offer
Shares
'Open Offer Shares' up to 138,661,969 new Ordinary
Shares which are subject to the
Open Offer
'Ordinary Shares' the ordinary shares of 1p each
in the capital of the Company
'Placing' the conditional placing of the
Placing Shares with investors at
the Issue Price
'Placing Commitments' the commitments from
institutions and certain other
investors to subscribe for the
Placing Shares, as announced by
the Company on 31 May 2001
'Placing Shares' the Firm Shares and the Open
Offer Shares
'PricewaterhouseCoopers Corporate Finance' a division of
PricewaterhouseCoopers
'Proposals' the Placing and Open Offer, the
issue of New Ordinary Shares to
Hoare Govett in connection with
its fees and to certain
Directors in connection with
contractual payments, the
proposed change of the Company's
name and the amendments to the
Company's Share Option Schemes
'Proposed Directors' David Jefferies CBE, Stephen
Hill, Simon Canham and James
Bair
'Qualifying Shareholders' a holder of Ordinary Shares on
the register of members of the
Company on the Record date,
excluding certain overseas
shareholders who are not
entitled to participate in the
Open Offer
'Record Date' close of business on 7 June 2001
'Shareholder' a holder of Ordinary Shares
'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
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