TIDMCPH
RNS Number : 8654S
Nando's Group Holdings Ltd
17 September 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION OR OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
17 September 2010
RECOMMENDED CASH OFFER
for
The Clapham House Group plc ("Clapham House")
by
Nando's Group Holdings Limited ("NGHL")
1 Introduction
The boards of NGHL and Clapham House are pleased to announce that they have
reached agreement on the terms of a recommended cash offer under which NGHL will
acquire the entire issued and to be issued ordinary share capital of Clapham
House not already owned by it or its associates (the "Offer").
Capricorn Ventures International Limited, which is under 100 per cent. common
ownership with NGHL, currently owns approximately 27.03 per cent. of the
existing issued ordinary share capital of Clapham House. In aggregate, NGHL's
associates and concert parties own, and NGHL has received irrevocable
undertakings to accept the Offer and a letter of intent in support of the Offer
with respect to, 15,489,734 Clapham House Shares representing approximately
37.73 per cent. of the existing issued ordinary share capital of Clapham House.
2 The Offer
Under the Offer, which will be subject to the conditions and further terms set
out below and in Appendix I, and the full terms and conditions which will be set
out in the Offer Document, the Clapham House Shareholders will be entitled to
receive:
for each Clapham House Share 74 pence in
cash
The Offer values the entire existing issued share capital of Clapham House at
approximately GBP30.4 million and represents a premium of approximately:
· 31.0 per cent. to 56.5 pence, being the closing mid-market price
per Clapham House Share on 22 July 2010 (being the last Business Day prior to
the date of the first approach to Clapham House regarding a potential offer (the
"Initial Approach")); and
· 22.6 per cent. to approximately 60.4 pence, being the average
closing mid-market price per Clapham House Share from 29 January 2010 to 28 July
2010 (being the last Business Day prior to the date of the announcement that
Clapham House had first received an approach regarding a potential offer and the
commencement of the Offer Period).
The Offer values Clapham House at a 28 March 2010 P/E multiple of 39.3x.
The Clapham House Shares will be acquired pursuant to the Offer fully paid and
free from all liens, charges, equitable interests, encumbrances, options, rights
of pre-emption and any other rights and interests of any nature whatsoever and
together with all rights now or hereafter attaching or accruing to them,
including voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
the date of this announcement.
3 Background to and reasons for the Offer
As macroeconomic weakness has persisted in the UK, the trading environment for
restaurant businesses in the UK has been difficult. This is evidenced by Clapham
House's volatile weekly trading performance. It is expected that conditions in
the UK will remain challenging and consumer confidence will remain fragile. The
restaurant sector, which is characterised by inherently high operating leverage,
is particularly vulnerable, making optimisation of an integrated approach with
respect to Clapham House's brand, asset management and organisational strategy
of utmost importance. In light of this, and against an increasingly competitive
market, NGHL believes significant investment and time are needed to
re-invigorate Clapham House's businesses.
NGHL has extensive expertise and a successful track record in operationally
enhancing restaurant assets, and as such, is well placed to be the owner of
Clapham House's businesses. NGHL plans to commit time and resources to Clapham
House's brands, operations and organisation to promote best-of-class practices
and a more robust business model.
The Offer provides an immediate and certain opportunity for Clapham House
Shareholders to realise their investment for cash at a substantial 31.0 per
cent. premium to Clapham House's share price immediately prior to the Initial
Approach.
4 Recommendation
The Clapham House Directors, who have been so advised by Altium, consider the
terms of the Offer to be fair and reasonable. In providing advice to the Clapham
House Directors, Altium has taken into account the commercial assessments of the
Clapham House Directors. In addition, the Clapham House Directors consider the
terms of the Offer to be in the best interests of the Clapham House Shareholders
as a whole. Accordingly, the Clapham House Directors intend to unanimously
recommend that the Clapham House Shareholders accept the Offer as the Clapham
House Directors have irrevocably undertaken to do in respect of their, and
certain of their close relatives', entire beneficial holdings, amounting to, in
aggregate, 1,599,873 Clapham House Shares, representing approximately 3.90 per
cent. of the existing issued ordinary share capital of Clapham House.
5 Irrevocable undertakings and letter of intent
NGHL has received irrevocable undertakings to accept the Offer from each of the
Clapham House Directors in respect of an aggregate of 1,599,873 Clapham House
Shares, representing approximately 3.90 per cent. of the existing issued
ordinary share capital of Clapham House. NGHL has also received a letter of
intent in support of the Offer from a Clapham House Shareholder holding
2,791,708 Clapham House Shares representing approximately 6.80 per cent. of the
existing issued ordinary share capital of Clapham House. NGHL has therefore
received irrevocable undertakings to accept the Offer, and a letter of intent in
support of the Offer, in respect of an aggregate of 4,391,581 Clapham House
Shares representing approximately 10.70 per cent. of the existing issued
ordinary share capital of Clapham House. Further details of these irrevocable
undertakings and the letter of intent are set out in Appendix III to this
announcement and will be repeated, as appropriate, in NGHL's Opening Position
Disclosure.
In aggregate, therefore, NGHL's associates and concert parties own, and NGHL has
received irrevocable undertakings and a letter of intent with respect to, an
aggregate of 15,489,734 Clapham House Shares representing approximately 37.73
per cent. of the existing issued ordinary share capital of Clapham House.
6 Background to and reasons for the recommendation
In considering whether to recommend the Offer, the Clapham House Directors have
taken into account a number of factors, including the level of bid premia
referred to in paragraph 2 of this announcement and the certainty offered by the
terms of the Offer.
As referred to in Clapham House's AGM statement on 6 September 2010, Clapham
House's businesses continue to face uncertainty in terms of the UK's economic
and consumer outlook and trading conditions remain challenging. The pressures on
UK consumers continue to build and this is likely to increase with the scheduled
rise in VAT in January 2011. Week on week trading is volatile and price
discounting within the sector has been prevalent post FIFA World Cup 2010 and
looks set to stay for the foreseeable future.
Whilst the GBP2.2 million share placing announced by Clapham House and completed
in May 2010 has provided the funds to support an accelerated, selective
expansion of GBK, further growth in excess of the current opening plan is likely
to be governed by funding constraints from the equity markets and the continued
conservative risk management profile of a public company during a time of
unpredictability in the UK economy.
The Offer provides Clapham House Shareholders with an immediate opportunity to
realise the whole of their investment in Clapham House in cash at a premium to
the prevailing Clapham House Share price.
In light of the factors outlined above and such other factors as the Clapham
House Directors consider relevant, the Clapham House Directors believe that all
Clapham House Shareholders should have the opportunity to consider the Offer and
have therefore unanimously agreed to recommend it.
7 Information on NGHL
NGHL currently owns the successful Nando's restaurant operations in the UK and
Republic of Ireland, with 234 restaurants and over 6,500 employees in the same
casual dining sub-sector as Clapham House's GBK brand. NGHL is a UK registered
holding company which is in 100 per cent. common ownership with Capricorn
Ventures International Limited. Capricorn Ventures International Limited
currently owns 11,096,147 Clapham House Shares representing approximately 27.03
per cent. of the existing issued ordinary share capital of Clapham House. Other
concert parties of NGHL own an additional 2,006 Clapham House Shares. Capricorn
Ventures International Limited and NGHL are controlled by a discretionary family
trust, The Taro III Trust. The ultimate potential beneficiary of The Taro III
Trust is Richard Enthoven. The Taro III Trust holds interests, directly or
indirectly, in a range of companies in the restaurant, food and beverages,
insurance and niche financial services sectors, amongst others.
8 Information on Clapham House
Clapham House is a public limited company registered in England and Wales. The
Clapham House Shares are listed on AIM. Clapham House is engaged in the
operation and management of restaurants and has two brands: GBK and The Real
Greek. GBK offers a range of over 20 burgers including beef, chicken, speciality
and vegetarian burgers. GBK operates out of 53 restaurants throughout the UK and
14 restaurants internationally. The Real Greek offers traditional Greek cooking
accompanied by Greek wines. The Real Greek operates from six locations,
including a landmark restaurant on London's South Bank.
For the year ended 28 March 2010, Clapham House reported total revenue from
continuing operations of GBP44.5 million, profit before tax from continuing
operations of GBP1.5 million and basic and diluted continuing earnings per
Clapham House Share of 2.1 pence. Clapham House's net assets as at 28 March 2010
were GBP27.3 million.
9 Current Trading and Prospects
The following statement regarding Clapham House's current trading was made at
Clapham House's AGM on 6 September 2010:
"The UK trading environment and outlook remain challenging and although August
has shown signs of a return to the improved pre-World Cup sales trends, weekly
performance remains volatile.
Following the placing in May 2010, the GBK roll-out programme for the current
financial year is progressing well. GBK has opened in Nottingham and two further
sites are under construction including one at The O2 complex in Greenwich which
will open later today and one at the Trafford Centre, Manchester, due to open in
October. One further site has also been secured for the current financial year."
Since this statement was made, the GBK site at The O2 complex in Greenwich has
opened.
10 Management and employees
The enhanced growth prospects of being part of the NGHL Group should lead to
increased opportunities for the employees and managers of the Clapham House
Group. NGHL will ensure that the statutory employment rights, including
statutory pension rights, of all Clapham House Group employees and members of
management will be safeguarded.
11 Clapham House Share Based Incentive Schemes
Participants in the Clapham House Share Based Incentive Schemes will be
contacted regarding the effect of the Offer on their rights under the Clapham
House Share Based Incentive Schemes. Options are likely to lapse unexercised
because options granted under the LTIPs will not become exercisable due to
failure to meet the performance conditions, and the exercise prices applicable
to other options are higher than the Offer price.
12 Financing
NGHL is providing the cash consideration payable under the Offer from its own
resources.
Lazard, financial adviser to NGHL, is satisfied that sufficient resources are
available to satisfy in full the cash consideration payable to Clapham House
Shareholders under the terms of the Offer.
13 Disclosure of interests in Clapham House Shares
NGHL confirms that it will, today, make an Opening Position Disclosure
disclosing the details required to be disclosed by it under Rule 8.1(a) of the
Code.
14 Offer Document
It is expected that the Offer Document and the Acceptance Form accompanying the
Offer Document will be posted as soon as practicable and, in any event, (save
with the consent of the Panel) within 28 days of this announcement. The Offer
Document and Acceptance Form will be made available to all Clapham House
Shareholders at no charge to them.
Clapham House Shareholders are urged to read the Offer Document and the
accompanying Acceptance Form when they receive them because they will contain
important information.
15 Reserving the right to proceed by Scheme
NGHL reserves the right, with the consent of the Panel, to elect to implement
the Offer by way of a Scheme. If NGHL elects to implement the Offer by way of a
Scheme, that Scheme will be implemented on the same terms (subject to
appropriate amendments), so far as applicable, as those which would apply to the
Offer.
16 Compulsory acquisition, cancellation of AIM admission and
re-registration as a private company
If NGHL receives acceptances under the Offer in respect of, or otherwise has, by
virtue of its and its associates' shareholdings, acquired 90 per cent. or more
of the Clapham House Shares to which the Offer relates, NGHL intends to exercise
its rights pursuant to the provisions of Part 28 of the Act, as applicable, to
compulsorily acquire the remaining Clapham House Shares in respect of which the
Offer has not been accepted on the same terms as the Offer.
If the Offer becomes or is declared unconditional in all respects, and
sufficient acceptances under the Offer are received, NGHL intends to procure
that Clapham House makes an application to the London Stock Exchange to cancel
the admission of the Clapham House Shares to trading on AIM. Cancellation of
admission of the Clapham House Shares to trading on AIM is likely to
significantly reduce the liquidity and marketability of any Clapham House Shares
with respect to which the Offer has not been accepted.
It is anticipated that, subject to any applicable requirements of the London
Stock Exchange, cancellation of admission to trading on AIM will take effect no
earlier than 20 Business Days after either (i) the date on which NGHL has, by
virtue of it and its associates' shareholdings and acceptances of the Offer,
acquired or agreed to acquire issued share capital carrying 75 per cent. of the
voting rights of Clapham House; or (ii) the first date of issue of compulsory
acquisition notices under Part 28 of the Act, as applicable. NGHL will notify
Clapham House Shareholders when the required 75 per cent. acceptance threshold
has been attained and will confirm that the notice period has commenced and the
anticipated date of cancellation.
Following such cancellation, NGHL intends to procure that Clapham House
re-registers from a public limited company to a private limited company under
the relevant provisions of the Act.
17 General
The Offer will be made on the terms and subject to the conditions and further
terms set out herein and in Appendix I to this announcement. The sources of
information and bases of calculation of certain financial information contained
in this announcement are set out in Appendix II to this announcement. A summary
of the irrevocable undertakings given by the Clapham House Directors and the
letter of intent supporting the Offer received from a Clapham House Shareholder
are contained in Appendix III to this announcement and will be repeated, as
appropriate, in NGHL's Opening Position Disclosure. Certain terms used in this
announcement are defined in Appendix IV to this announcement.
Lazard is authorised by the Financial Services Authority. Lazard is acting
exclusively for NGHL and no one else in connection with the Offer and will not
be responsible to anyone other than NGHL for providing the protections afforded
to clients of Lazard or for providing advice in connection with the Offer or any
matter referred to herein.
Altium is authorised and regulated in the UK by the Financial Services
Authority. Altium is acting exclusively for Clapham House and no one else in
connection with the Offer and will not be responsible to anyone other than
Clapham House for providing the protections afforded to clients of Altium or for
providing advice in connection with the Offer or any matter referred to herein.
Overseas Clapham House Shareholders
This announcement is for informational purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation of
an offer to buy any securities, pursuant to the Offer or otherwise. The Offer
will be made solely by means of an Offer Document and the Acceptance Form
accompanying the Offer Document, which will contain the full terms and
conditions of the Offer, including details on how the Offer may be accepted.
This announcement has been prepared for the purpose of complying with English
law, the AIM Rules and the Code and the information disclosed may not be the
same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside England and Wales.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the UK
or who are subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Unless otherwise determined by NGHL or required by the Code, and permitted by
applicable law and regulation, the Offer will not be made, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction, and the Offer will not be capable of
acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Offer are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded, distributed or sent
in, into or from a Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction, and persons receiving this announcement and all documents
relating to the Offer (including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such Restricted
Jurisdictions as doing so may invalidate any purported acceptance of the Offer.
The availability of the Offer to Clapham House Shareholders who are not resident
in the UK may be affected by the laws of the relevant jurisdictions in which
they are resident. Persons who are not resident in the UK should inform
themselves of, and observe, any applicable requirements.
Forward looking statements
This announcement contains statements about NGHL and Clapham House that are or
may be forward looking statements. All statements other than statements of
historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or terms of
similar substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion and
growth of NGHL or Clapham House's operations and potential synergies resulting
from the Offer; and (iii) the effects of government regulation on NGHL or
Clapham House's businesses.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward looking statements, which speak only as of the date hereof. NGHL
disclaims any obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
+-----------------------------------------+------------------+
| Enquiries: | |
+-----------------------------------------+------------------+
| The Maitland Consultancy (PR Adviser to | |
| NGHL) | |
+-----------------------------------------+------------------+
| Anthony Silverman | + 44 (0)20 7379 |
| | 5151 |
+-----------------------------------------+------------------+
| Tom Eckersley | |
+-----------------------------------------+------------------+
| Lazard (Financial Adviser to NGHL) | |
+-----------------------------------------+------------------+
| Giles Roshier | + 44 (0)20 7187 |
| | 2722 |
+-----------------------------------------+------------------+
| Clapham House | |
+-----------------------------------------+------------------+
| David Page | + 44 (0)84 5450 |
| | 6089 |
+-----------------------------------------+------------------+
| Paul Campbell | |
+-----------------------------------------+------------------+
| Nicholas Wong | |
+-----------------------------------------+------------------+
| Altium (Financial Adviser and NOMAD to | |
| Clapham House) | |
+-----------------------------------------+------------------+
| Ben Thorne | + 44 (0)20 7484 |
| | 4040 |
| | |
+-----------------------------------------+------------------+
| Sam Fuller | |
+-----------------------------------------+------------------+
| Katherine Hobbs | |
+-----------------------------------------+------------------+
| Financial Dynamics (PR Adviser to | |
| Clapham House) | |
+-----------------------------------------+------------------+
| Jonathon Brill | + 44 (0)20 7831 |
| | 3113 |
+-----------------------------------------+------------------+
| Caroline Stewart | |
+-----------------------------------------+------------------+
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company or
of any paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror, save
to the extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
http://www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on Website
In accordance with Rule 19.11 of the Code, a copy of this announcement will be
made available, subject to certain restrictions relating to persons resident in
a Restricted Jurisdiction, free of charge, on NGHL's website at
http://www.nghl.co.uk and on Clapham House's website at
http://www.claphamhousegroup.com by no later than 12 noon (London time) on 20
September 2010.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer
The Offer, which will be made by NGHL, will comply with the Code and will be
governed by English law and subject to the jurisdiction of the English courts.
In addition, the Offer will be subject to the terms and conditions to be set out
in the Offer Document. The Offer will be subject to the following conditions:
1 valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by no later than 1.00 p.m. (London time) on the first
closing date as set out in the Offer Document (or such later time(s) and/or
date(s) as NGHL may, subject to the rules of the Code, decide) in respect of not
less than 90 per cent. (or such lesser percentage as NGHL may decide) of the
Clapham House Shares to which the Offer relates, provided that this condition
will not be satisfied unless NGHL, Capricorn Ventures International Limited
and/or any member of the NGHL Group shall have acquired or agreed to acquire
(whether pursuant to the Offer or otherwise) Clapham House Shares carrying in
aggregate more than 50 per cent. of the voting rights normally exercisable at a
general meeting of Clapham House. For the purposes of this condition:
1.1 Clapham House Shares which have been unconditionally allotted but not
issued shall be deemed to carry the voting rights which they will carry upon
issue;
1.2 the expression "Clapham House Shares to which the Offer relates" shall
be construed in accordance with Part 28 of the Act; and
1.3 valid acceptances shall be deemed to have been received in respect of
Clapham House Shares which are treated for the purposes of Part 28 of the Act as
having been acquired or contracted to be acquired by NGHL by virtue of
acceptances of the Offer,
provided that, unless NGHL otherwise determines, this condition 1 shall be
capable of being satisfied only at a time when all of the other conditions 2 to
8 inclusive have either been satisfied, fulfilled or, to the extent permitted,
waived;
2 the OFT either:
2.1 not indicating that it has decided that the Transaction gives rise to a
relevant merger situation within the meaning of section 23 of the Enterprise Act
2002; or
2.2 deciding on terms satisfactory to NGHL that it will not refer the
Transaction or any part of it to the UK Competition Commission;
3 all necessary material statutory and regulatory notifications and
filings having been made in connection with the Offer and all statutory and
regulatory obligations in connection with the Offer in any relevant jurisdiction
having been complied with and all Authorisations deemed reasonably necessary or
appropriate by NGHL in any relevant jurisdiction for, or in respect of, the
Offer and, except pursuant to Part 28, Chapter 3 of the Act, the acquisition or
the proposed acquisition of the Clapham House Shares by NGHL or any member of
the Wider NGHL Group having been obtained in terms reasonably satisfactory to
NGHL from all appropriate Third Parties, all or any applicable waiting and other
time periods having expired, lapsed or been terminated (as appropriate) and all
such Authorisations (together with all material Authorisations deemed reasonably
necessary or appropriate to carry on the business of any member of the Wider
Clapham House Group) remaining in full force and effect at the time at which the
Offer becomes otherwise unconditional and there being no notice of any intention
to revoke, suspend, restrict, amend or not to renew any such Authorisations;
4 no Third Party having given notice of a decision to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or
reference, or having required any action to be taken, or otherwise having done
anything, or having enacted, made or proposed any statute, regulation or order,
or taken any other step that would or might reasonably be expected to:
4.1 require, prevent or delay the divestiture, or alter the terms envisaged
for any proposed divestiture by any member of the Wider NGHL Group or any member
of the Wider Clapham House Group of all or any material part of their respective
businesses, assets or properties or impose any limitation on the ability of any
member of the Wider NGHL Group or the Wider Clapham House Group to conduct its
business (or any part of it) or to own any of its assets or property or any part
of them which, in any such case, is material in the context of the Wider Clapham
House Group taken as a whole or in the context of the Offer;
4.2 save pursuant to the Offer or Part 28 of the Act, require any member of
the Wider NGHL Group or of the Wider Clapham House Group to make an offer to
acquire, any shares or other securities (or the equivalent) in any member of the
Wider Clapham House Group owned by any third party where such acquisition would
be material in the context of the Offer;
4.3 impose any limitation on, or result in a material delay in, the ability
of NGHL directly or indirectly to acquire or to hold or to exercise effectively,
directly or indirectly, all or any rights of ownership in respect of shares or
loans or securities convertible into shares or any other securities (or the
equivalent) in Clapham House or the ability of NGHL to hold or exercise
effectively any rights of ownership of shares, loans or other securities in, or
to exercise management control over any member of the Wider Clapham House Group
or require a divestiture by NGHL or any member of the Wider NGHL Group of any
rights or ownership in respect of shares or other securities in Clapham House,
which, in any such case, is material in the context of the Wider Clapham House
Group taken as a whole or in the context of the Offer;
4.4 otherwise adversely affect the business, assets, liabilities, financial
or trading position, profits or prospects of any member of the Wider Clapham
House Group in each case to an extent which is material in the context of the
Wider Clapham House Group taken as a whole or in the context of the Offer;
4.5 result in any member of the Wider Clapham House Group ceasing to be
able to carry on business under any name under which it presently does so; or
4.6 make the Offer, its implementation or the acquisition or proposed
acquisition by NGHL or any member of the Wider NGHL Group of any shares or other
securities in, or control or management of, Clapham House void, unenforceable or
illegal, or restrict, prohibit or delay to a material extent or otherwise
materially interfere with the implementation of, or impose material additional
conditions or obligations with respect to the Offer, or otherwise materially
challenge or require material amendment of, the Offer or the acquisition or
proposed acquisition of any Clapham House Shares or the acquisition of control
of Clapham House or any member of the Wider Clapham House Group by NGHL,
and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any such action,
proceedings, suit, investigation, enquiry or reference or take any other step
under the laws of any jurisdiction having expired, lapsed or been terminated;
5 save as Publicly Announced or as fairly disclosed in writing to NGHL or
its advisers by or on behalf of Clapham House prior to the date of this
announcement, there being no provision of any arrangement, agreement, lease,
licence, permit or other instrument to which any member of the Wider Clapham
House Group is a party or by or to which any such member or any of its assets is
or may be bound or be subject, which as a consequence of the Offer or the
acquisition or the proposed acquisition by NGHL or any member of the Wider NGHL
Group of any shares or other securities (or the equivalent) in Clapham House or
because of a change in the control or management of any member of the Wider
Clapham House Group or otherwise, would result, in any case to an extent which
is material in the context of the Wider Clapham House Group taken as a whole or
in the context of the Offer, in:
5.1 any monies borrowed by, or any other indebtedness, actual or
contingent, of, any member of the Wider Clapham House Group being or becoming
repayable, or being capable of being declared repayable immediately or prior to
their or its stated maturity, or the ability of any such member to borrow monies
or incur any indebtedness being withdrawn or inhibited;
5.2 the creation or enforcement of any mortgage, charge or other security
interest, over the whole or any part of the business, property or assets of any
member of the Wider Clapham House Group or any such mortgage, charge or other
security interest (whenever arising or having arisen) becoming enforceable;
5.3 any such arrangement, agreement, lease, licence, permit or other
instrument being terminated or adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken thereunder;
5.4 any assets or interests of any member of the Wider Clapham House Group
being or falling to be disposed of or charged or any right arising under which
any such asset or interest could be required to be disposed of or charged;
5.5 the rights, liabilities, obligations or interests of any member of the
Wider Clapham House Group in, or the business of any such member with, any
person, firm or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or affected;
5.6 any such member of the Wider Clapham House Group ceasing to be able to
carry on business under any name under which it presently does so;
5.7 the value or financial or trading position or profits of Clapham House
or any member of the Wider Clapham House Group being prejudiced or adversely
affected; or
5.8 the creation of any liability (actual or contingent) by any member of
the Wider Clapham House Group;
in each case, to an extent which is material in the context of the Wider Clapham
House Group taken as a whole;
6 save as Publicly Announced or fairly disclosed in writing to NGHL or
its advisers by or on behalf of Clapham House, in each case prior to the date of
this announcement, no member of the Wider Clapham House Group having since 28
March 2010:
6.1 issued or agreed to issue or authorised or proposed or announced its
intention to authorise or propose the issue of additional shares of any class,
or securities convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible securities
(save as between Clapham House and wholly-owned subsidiaries of Clapham House
and save for the issue of Clapham House Shares pursuant to or in connection with
the exercise or vesting of options or awards granted under, or the grant of
options or awards under, the Clapham House Share Based Incentive Schemes where
such award or grant is made before the date of this announcement);
6.2 recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus issue, dividend or other distribution whether payable in
cash or otherwise other than dividends (or other distributions whether payable
in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of
Clapham House to Clapham House or any of its wholly-owned subsidiaries;
6.3 other than pursuant to the implementation of the Offer (and save for
transactions between Clapham House and its wholly-owned subsidiaries and
transactions in the ordinary course of business) implemented, effected,
authorised, proposed or announced its intention to implement, effect, authorise
or propose any merger, demerger, reconstruction, amalgamation, scheme,
commitment or acquisition or disposal of assets or shares (or the equivalent
thereof) in any undertaking or undertakings that is material in the context of
the Wider Clapham House Group taken as a whole or in the context of the Offer or
any change in its share or loan capital (save for the issue of Clapham House
Shares pursuant to or in connection with the exercise or vesting of options or
awards granted under, or the grant of options or awards under, the Clapham House
Share Based Incentive Schemes where such award or grant is made before the date
of this announcement);
6.4 (save for transactions between Clapham House and its wholly-owned
subsidiaries and save for transactions in the ordinary course of business)
disposed of, or transferred, mortgaged or created any security interest over any
asset or any right, title or interest in any asset that is material in the
context of the Wider Clapham House Group taken as a whole or authorised,
proposed or announced any intention to do so;
6.5 (save for transactions between Clapham House and its wholly-owned
subsidiaries) issued, authorised or proposed or announced an intention to
authorise or propose, the issue of any debentures or (save for transactions
between Clapham House and its wholly-owned subsidiaries or transactions under
existing credit arrangements or in the ordinary course of business) incurred any
indebtedness or contingent liability which is material in the context of the
Wider Clapham House Group as a whole or in the context of the Offer;
6.6 entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, unusual or onerous nature or magnitude or
which involves or is reasonably likely to involve an obligation of such a nature
or magnitude which is, or is likely to be, in any such case, restrictive on the
business of any member of the Wider Clapham House Group, which is, in any such
case, material in the context of the Wider Clapham House Group or in the context
of the Offer;
6.7 entered into or varied to a material extent or authorised, proposed or
announced its intention to enter into or vary to a material extent the terms of,
or make any offer (which remains open for acceptance) to enter into or vary to a
material extent the terms of, any service agreement with any director or, save
for salary increases, bonuses or variations of terms in the ordinary course of
business, senior executive of Clapham House;
6.8 proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Wider Clapham House
Group which is, in any such case, material in the context of the Wider Clapham
House Group or in the context of the Offer;
6.9 purchased, redeemed or repaid or announced a proposal to purchase,
redeem or repay any of its own shares or other securities (or the equivalent) or
reduced or made any other change to or proposed the reduction or other change to
any part of its share capital, save for the issue of Clapham House Shares
pursuant to or in connection with the exercise or vesting of options or awards
granted under, or the grant of options or awards under, the Clapham House Share
Based Incentive Schemes where such award or grant is made before the date of
this announcement or as between Clapham House and wholly-owned subsidiaries of
Clapham House;
6.10 waived, compromised or settled any claim otherwise than in the ordinary
course of business which is material in the context of the Wider Clapham House
Group as a whole or in the context of the Offer;
6.11 terminated or varied the terms of any agreement or arrangement between
any member of the Wider Clapham House Group and any other person in a manner
which would or might reasonably be expected to have a material adverse effect on
the financial position of the Wider Clapham House Group taken as a whole;
6.12 made any alteration to its Memorandum or Articles of Association;
6.13 made or agreed or consented to any significant change to the terms of
the trust deeds constituting the pension schemes established for its directors
and/or employees and/or their dependants or to the benefits which accrue, or to
the pensions which are payable, thereunder, or to the basis on which
qualification for or accrual or entitlement to such benefits or pensions are
calculated or determined or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or consented to
any change to the trustees involving the appointment of a trust corporation
which is, in any such case, material in the context of the Wider Clapham House
Group or in the context of the Offer;
6.14 been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of any business which is material in the context of the Wider
Clapham House Group as a whole or in the context of the Offer;
6.15 (other than in respect of a company which is dormant and was solvent at
the relevant time) taken or proposed any corporate action or had any action or
proceedings or other steps instituted against it for its winding-up (voluntary
or otherwise), dissolution or reorganisation or for the appointment of a
receiver, administrator, administrative receiver, trustee or similar officer of
all or any material part of its assets or revenues or any analogous proceedings
in any jurisdiction or appointed any analogous person in any jurisdiction; or
6.16 entered into any agreement, arrangement or commitment or passed any
resolution or made any proposal or announcement with respect to, or to effect,
any of the transactions, matters or events referred to in this condition 6;
7 save as Publicly Announced or fairly disclosed in writing to NGHL or its
advisers by or on behalf of Clapham House, in each case prior to the date of
this announcement, since 28 March 2010 there having been:
7.1 no adverse change or deterioration in the business, assets, financial
or trading position or profits or prospects of any member of the Wider Clapham
House Group which is material in the context of the Wider Clapham House Group
taken as a whole or in the context of the Offer;
7.2 no litigation, arbitration proceedings, prosecution or other legal
proceedings having been announced or instituted by or against or remaining
outstanding against or in respect of any member of the Wider Clapham House Group
and no enquiry or investigation by or complaint or reference to any Third Party
against or in respect of any member of the Wider Clapham House Group having been
threatened, announced or instituted or remaining outstanding, against or in
respect of any member of the Wider Clapham House Group and which in any such
case might reasonably be expected to be material in the context of the Wider
Clapham House Group taken as a whole or in the context of the Offer;
7.3 no contingent or other liability having arisen or become apparent to
any member of the NGHL Group which might reasonably be expected to adversely
affect any member of the Wider Clapham House Group and which in any such case is
material in the context of the Wider Clapham House Group taken as a whole or in
the context of the Offer; and
7.4 no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence held by any
member of the Wider Clapham House Group which is necessary for the proper
carrying on of its business which licence or modification is, in any such case,
material in the context of the Wider Clapham House Group or in the context of
the Offer;
8 save as Publicly Announced or fairly disclosed in writing to NGHL or its
advisers by or on behalf of Clapham House, in each case prior to the date of
this announcement, NGHL not having discovered:
8.1 that the financial, business or other information concerning the Wider
Clapham House Group publicly announced or disclosed at any time by or on behalf
of any member of the Wider Clapham House Group is in any material respect
misleading or contains a misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not misleading in any
material respect;
8.2 that any member of the Wider Clapham House Group is, otherwise than in
the ordinary course of business, subject to any liability, contingent or
otherwise, which is material in the context of the Wider Clapham House Group
taken as a whole or in the context of the Offer;
8.3 that any past or present member of the Wider Clapham House Group has
failed to comply in any material respect with any and/or all applicable
legislation or regulations of any jurisdiction with regard to the storage,
disposal, discharge, spillage, release, leak or emission of any waste or
hazardous or harmful substance or any substance likely to impair the environment
or harm human or animal health or otherwise relating to environmental matters or
that there has been any such storage, presence, disposal, discharge, spillage,
release, leak or emission (whether or not the same constituted non-compliance by
any person with any such legislation or regulation, and whenever the same may
have taken place), any of which non-compliance would be likely to give rise to
any material liability (whether actual or contingent) or cost on the part of any
member of the Wider Clapham House Group and which is material, in any such case,
in the context of the Wider Clapham House Group taken as a whole; or
8.4 there is, or is reasonably likely to be, any material obligation or
liability (whether actual or contingent) of any past or present member of the
Wider Clapham House Group to make good, repair, reinstate or clean up any
property or any controlled waters now or previously owned, occupied, operated or
made use of or controlled by any past or present member of the Wider Clapham
House Group under any environmental legislation, regulation, notice, circular or
order of any government, governmental, quasi-governmental, state or local
government, supranational, statutory or other regulatory body, agency, court,
association or any other person or body in any jurisdiction, in each case to an
extent which is material in the context of the Wider Clapham House Group taken
as a whole.
NGHL reserves the right to waive, in whole or in part, all or any of the above
conditions 2 to 8 (inclusive).
If NGHL is required by the Panel to make an offer for Clapham House Shares under
the provisions of Rule 9 of the Code, NGHL may make such alterations to any of
the above conditions, including condition 1 above, and terms of the Offer as are
necessary to comply with the provisions of that Rule.
The Offer will lapse unless all the above conditions have been fulfilled or,
where permitted, waived or, where appropriate, have been determined by NGHL to
be or remain satisfied, by 1.00 p.m. (London time) on the twenty-first day after
the later of the first closing date of the Offer Document and the date on which
condition 1 is fulfilled (or in each case such later date as NGHL may determine,
in accordance with the Code).
NGHL shall be under no obligation to waive (if capable of waiver), to determine
to be or remain satisfied or to treat as fulfilled any of conditions 2 to 7
(inclusive) by a date earlier than the latest date for the fulfilment of that
condition notwithstanding that the other conditions of the Offer may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such conditions may not be capable
of fulfilment.
The Offer will lapse (unless otherwise agreed with the Panel) if, before the
later of the first closing date of the Offer and the date when the Offer becomes
or is declared unconditional as to acceptances the OFT has indicated that it
will not approve the Transaction or any part of it on terms satisfactory to NGHL
and refers the Transaction or any part of it to the UK Competition Commission.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and accepting Clapham House Shareholders and NGHL shall cease to be bound by
Acceptance Forms submitted at or before the time when the Offer so lapses.
NGHL reserves the right to elect, with the agreement of Clapham House and the
consent of the Panel (where necessary), to implement the acquisition of Clapham
House by way of a court-approved scheme of arrangement in accordance with Part
26 of the Act. In such event, the acquisition will be implemented on
substantially the same terms, subject to appropriate amendments, as those which
would apply to the Offer.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) The Offer values the existing issued share capital of Clapham House
based upon 41,051,796 Clapham House Shares being in issue on 16 September 2010,
being the last Business Day prior to the date of this announcement.
(ii) The closing mid-market price of Clapham House Shares on 22 July 2010
is taken from Thomson Reuters Datastream.
(iii) The average closing mid-market price of Clapham House Shares for the
period between 29 January 2010 and on 28 July 2010 is taken from Thomson Reuters
Datastream.
(iv) Unless otherwise stated, the financial information relating to Clapham
House is extracted from the audited consolidated financial statements of Clapham
House for the financial year ending 28 March 2010, prepared in accordance with
IFRS.
(v) Information on the number of Nando's restaurant operations in the UK
and Republic of Ireland is taken from the Nando's website at
http://www.nandos.co.uk.
(vi) Information on the number of employees of the NGHL Group is taken from
NGHL's Director's Report and Consolidated Financial Statements for the 53 week
period ending 28 February 2010.
(vii) Information on the Clapham House businesses (including the number of
GBK and The Real Greek restaurant operations) is taken from Clapham House's
Report and Financial Statements 2010 and the AGM statement dated 6 September
2010. The number of restaurant operations is adjusted from the number of
restaurants in the AGM statement to reflect the opening of the GBK site at The
O2 complex in Greenwich and the closure of a GBK franchise site in the Middle
East since 6 September 2010.
APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
1 Irrevocable Undertakings - Clapham House Directors
The Clapham House Directors have given irrevocable undertakings to accept the
Offer as follows:
+--------------------+--------------------+--------------------+
| Name | Number of Clapham | % of issued |
| | House Shares | ordinary share |
| | | capital of Clapham |
| | | House |
+--------------------+--------------------+--------------------+
| David Page* | 992,491** | 2.42 |
+--------------------+--------------------+--------------------+
| Paul Campbell | 340,186** | 0.83 |
+--------------------+--------------------+--------------------+
| Nicholas Wong | 44,800 | 0.11 |
+--------------------+--------------------+--------------------+
| David Sykes | 21,000 | 0.05 |
+--------------------+--------------------+--------------------+
| Nicholas Donaldson | 160,480 | 0.39 |
+--------------------+--------------------+--------------------+
| Tim Woodcock | 40,916 | 0.10 |
+--------------------+--------------------+--------------------+
| Total | 1,599,873 | 3.90 |
+--------------------+--------------------+--------------------+
These undertakings will lapse if:
(i) the Offer Document is not posted by midnight on 15 October 2010 (being
within 28 days of this announcement) (or within such longer period as Clapham
House, with the consent of the Panel, determines); or
(ii) the Offer lapses or is withdrawn without having become wholly
unconditional.
* David Page has also undertaken to use all reasonable efforts to procure the
acceptance of the Offer by a certain close relative of David Page who holds
200,000 Clapham House Shares representing approximately 0.48 per cent. of the
existing issued ordinary share capital of Clapham House. These 200,000 Clapham
House Shares are not included in the 992,491 Clapham House Shares to which the
irrevocable undertaking relates as identified above.
** Includes Clapham House Shares beneficially held by certain close relatives of
the relevant Clapham House Director.
2 Letter of Intent - Clapham House Shareholder
A non-binding letter of intent to accept, or procure the acceptance of, the
Offer has been received as follows:
+-----------+-----------+----------+
| Name | Number | % of |
| | of | issued |
| | Clapham | ordinary |
| | House | share |
| | Shares | capital |
| | | of |
| | | Clapham |
| | | House |
+-----------+-----------+----------+
| Henderson |2,791,708 | 6.80 |
| Global | | |
| Investors | | |
| Limited+ | | |
+-----------+-----------+----------+
| Total |2,791,708 | 6.80 |
+-----------+-----------+----------+
+ Held in its capacity as discretionary investment manager for and on behalf of
the beneficial owners of the relevant Clapham House Shares.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise.
+------------------------+---------------------------------------+
| "Acceptance Form" | the form of acceptance, authority and |
| | election to be issued in connection |
| | with the Offer which will accompany |
| | the Offer Document |
+------------------------+---------------------------------------+
| "Act" | the Companies Act 2006 |
+------------------------+---------------------------------------+
| "AGM" | annual general meeting |
+------------------------+---------------------------------------+
| "AIM" | the market of that name operated by |
| | the London Stock Exchange |
+------------------------+---------------------------------------+
| "AIM Rules" | the AIM Rules for Companies as |
| | published by the London Stock |
| | Exchange (as amended) |
+------------------------+---------------------------------------+
| "Altium" | Altium Capital Limited, financial |
| | adviser to Clapham House |
+------------------------+---------------------------------------+
| "Authorisations" | material authorisations, orders, |
| | recognitions, grants, consents, |
| | clearances, confirmations, |
| | certificates, licenses, permissions |
| | and approvals |
+------------------------+---------------------------------------+
| "Business Day" | a day (other than Saturdays, Sundays |
| | and public holidays in the UK) on |
| | which banks are open for business |
| | (other than solely for trading and |
| | settlement in Euros) in the City of |
| | London |
+------------------------+---------------------------------------+
| "Clapham House" | The Clapham House Group plc |
+------------------------+---------------------------------------+
| "Clapham House | the directors of Clapham House as at |
| Directors" | the date of this announcement |
+------------------------+---------------------------------------+
| "Clapham House Group" | Clapham House, its subsidiaries and |
| | subsidiary undertakings |
+------------------------+---------------------------------------+
| "Clapham House | the holders of Clapham House Shares |
| Shareholders" | |
+------------------------+---------------------------------------+
| "Clapham House Shares" | the existing unconditionally allotted |
| | or issued and fully paid ordinary |
| | shares of 10 pence each in the |
| | capital of Clapham House and any |
| | further such ordinary shares which |
| | are unconditionally allotted or |
| | issued while the Offer remains open |
| | for acceptance or before such earlier |
| | date as NGHL (subject to the Code) |
| | may determine, not, unless the Panel |
| | so permits, being earlier than the |
| | date on which the Offer is declared |
| | unconditional as to acceptances or, |
| | if later, the first closing date of |
| | the Offer |
+------------------------+---------------------------------------+
| "Clapham House Share | The Enterprise Management Incentive |
| Based Incentive | Share Option Plan, the Unapproved |
| Schemes" | Share Option Plan, the Approved Share |
| | Option Scheme 2006 and the LTIPs |
+------------------------+---------------------------------------+
| "Code" | the City Code on Takeovers and |
| | Mergers |
+------------------------+---------------------------------------+
| "Dealing Disclosure" | has the same meaning as in Rule 8 of |
| | the Code |
+------------------------+---------------------------------------+
| "Financial Services | the Financial Services Authority in |
| Authority" | its capacity as the competent |
| | authority for the purposes of Part VI |
| | of the Financial Services and Markets |
| | Act 2000 |
+------------------------+---------------------------------------+
| "GBK" | Gourmet Burger Kitchen |
+------------------------+---------------------------------------+
| "IFRS" | International Financial Reporting |
| | Standards as adopted by the European |
| | Union |
+------------------------+---------------------------------------+
| "Lazard" | means Lazard & Co., Limited, |
| | financial adviser to NGHL |
+------------------------+---------------------------------------+
| "London Stock | London Stock Exchange plc |
| Exchange" | |
+------------------------+---------------------------------------+
| "LTIPs" | The Clapham House Group PLC 2007 Long |
| | Term Incentive Plan |
+------------------------+---------------------------------------+
| "NGHL" | Nando's Group Holdings Limited |
+------------------------+---------------------------------------+
| "NGHL Group" | means NGHL, its subsidiaries and |
| | subsidiary undertakings |
+------------------------+---------------------------------------+
| "Offer" | the recommended cash offer being made |
| | by NGHL to acquire the whole of the |
| | issued and to be issued share capital |
| | of Clapham House not otherwise held |
| | by NGHL or its associates on the |
| | terms and subject to the conditions |
| | to be set out in the Offer Document |
| | and the Acceptance Form, including, |
| | where the context requires, any |
| | subsequent revision, variation, |
| | extension or renewal of such offer |
+------------------------+---------------------------------------+
| "Offer Document" | the document to be despatched on |
| | behalf of NGHL containing the terms |
| | and conditions of the Offer and, |
| | where appropriate, any other |
| | document(s) containing terms and |
| | conditions of the Offer constituting |
| | the full terms and conditions of the |
| | Offer |
+------------------------+---------------------------------------+
| "Offer Period" | the offer period (as defined by the |
| | Code) relating to Clapham House, |
| | which commenced on 29 July 2010 |
+------------------------+---------------------------------------+
| "OFT" | UK Office of Fair Trading |
+------------------------+---------------------------------------+
| "Opening Position | has the same meaning as in Rule 8 of |
| Disclosure" | the Code |
+------------------------+---------------------------------------+
| "Panel" | the Panel on Takeovers and Mergers |
+------------------------+---------------------------------------+
| "Publicly Announced" | means fairly disclosed in any public |
| | announcement by Clapham House to any |
| | Regulatory Information Service or in |
| | its annual report and accounts for |
| | the financial year ended 28 March |
| | 2010 |
+------------------------+---------------------------------------+
| "Regulatory | means a service approved by the |
| Information Service" | London Stock Exchange for the |
| | distribution to the public of London |
| | Stock Exchange announcements and |
| | included within the list maintained |
| | on the London Stock Exchange's |
| | website, |
| | http://www.londonstockexchange.com |
+------------------------+---------------------------------------+
| "Restricted | any jurisdiction where extension or |
| Jurisdiction" | acceptance of the Offer would violate |
| | the laws of that jurisdiction |
+------------------------+---------------------------------------+
| "Scheme" | a scheme of arrangement (as that term |
| | is defined in the Act) under Part 26 |
| | of the Act between Clapham House and |
| | Clapham House Shareholders (should |
| | NGHL elect to acquire Clapham House |
| | by way of scheme of arrangement) |
+------------------------+---------------------------------------+
| "Third Party" | any central bank, ministry, |
| | governmental, quasi-governmental |
| | (including the European Union), |
| | supranational, statutory, regulatory |
| | or investigative body or authority |
| | (including any national or |
| | supranational anti-trust or merger |
| | control authority), national, state, |
| | municipal or local government |
| | (including any subdivision, court, |
| | administrative agency or commission |
| | or other authority thereof), private |
| | body exercising any regulatory, |
| | taxing, importing or other authority, |
| | trade agency, association, |
| | institution or professional or |
| | environmental body in any relevant |
| | jurisdiction, including for the |
| | avoidance of doubt the Panel |
+------------------------+---------------------------------------+
| "Transaction" | the proposed acquisition of Clapham |
| | House by NGHL |
+------------------------+---------------------------------------+
| "UK" | the United Kingdom of Great Britain |
| | and Northern Ireland |
+------------------------+---------------------------------------+
| "Wider Clapham House | Clapham House, its subsidiaries, |
| Group" | subsidiary undertakings and |
| | associated undertakings and any other |
| | body corporate, partnership, joint |
| | venture or person in which Clapham |
| | House and such undertakings |
| | (aggregating their interests) have a |
| | direct or indirect interest of 20 per |
| | cent. or more of the voting or equity |
| | capital or the equivalent |
+------------------------+---------------------------------------+
| "Wider NGHL Group" | NGHL, its subsidiaries, subsidiary |
| | undertakings and associated |
| | undertakings and any other body |
| | corporate, partnership, joint venture |
| | or person in which NGHL and such |
| | undertakings (aggregating their |
| | interests) have a direct or indirect |
| | interest of 20 per cent. or more of |
| | the voting or equity capital or the |
| | equivalent |
+------------------------+---------------------------------------+
For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking", "associate" and "associated undertaking" have the respective
meanings given thereto by the Act.
All references to "GBP", "pence" and "p" are to the lawful currency of the UK.
All references to "Euros" are to the lawful currency of the member states of the
European Union that adopt a single currency in accordance with the Treaty
establishing the European Community as amended by the Treaty on the European
Union.
All the times referred to in this announcement are London times unless otherwise
stated.
References to the singular include the plural and vice versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFEASNXFLDEEEF
Clapham House (LSE:CPH)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Clapham House (LSE:CPH)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
