RNS Number:6525X
NET-EIN S.A
24 June 2002
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
PRESS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
24 June 2002
MANDATORY CASH OFFER
by HAWKPOINT PARTNERS LIMITED
on behalf of
NET-EIN SA
for
DEEP-SEA LEISURE PLC
Summary
Hawkpoint, on behalf of Net-Ein, a subsidiary of the Aspro Group, announces that
earlier today it acquired 3,821,554 Deep-Sea Leisure Shares at 38.6 pence per
share, from Philip Crane, his pension fund and the Crane Family Shareholders.
Consequently, Net-Ein now holds 9,561,554 Deep-Sea Leisure Shares, representing
approximately 49.8 per cent of the issued ordinary share capital of Deep-Sea
Leisure.
Accordingly, Hawkpoint, on behalf of Net-Ein, announces a mandatory Cash Offer,
which will be made by Hawkpoint on behalf of Net-Ein, in accordance with Rule 9
of the City Code for the entire issued and to be issued ordinary share capital
of Deep-Sea Leisure not already held by Net-Ein. At the current time, a formal
recommendation from the Deep-Sea Leisure board has not been sought.
In addition, certain other shareholders who, in aggregate, hold 407,960 Deep-Sea
Leisure Shares, representing approximately 2.1 per cent of Deep-Sea Leisure's
issued ordinary share capital, have given statements of intent to accept the
Cash Offer. In aggregate, therefore, Deep-Sea Leisure owns or has received
statements of intent to accept the Cash Offer in respect of 9,969,514 Deep-Sea
Leisure Shares, representing approximately 51.9 per cent of Deep-Sea Leisure's
issued ordinary share capital.
The Cash Offer for each Deep-Sea Leisure Share will be 38.6 pence and will value
the entire issued ordinary share capital of Deep-Sea Leisure at approximately
£7.4 million.
The Cash Offer represents:
• a discount of approximately 9.2 per cent to the closing middle market
price of 42.5 pence per Deep-Sea Leisure Share on 21 June 2002, being the last
business day prior to this announcement; and
• a premium of approximately 16.0 per cent over the average closing middle
market price of 33.3 pence per Deep-Sea Leisure Share for the twelve month
period to 21 June 2002.
The Cash Offer is conditional only upon Net-Ein having received valid
acceptances in respect of such number of Deep-Sea Leisure Shares which, together
with Deep-Sea Leisure Shares acquired or agreed to be acquired before or during
the Offer Period, will result in Net-Ein and any person acting in concert with
it holding shares carrying more than 50 per cent of the voting rights normally
exercisable at general meetings of Deep-Sea Leisure.
Net-Ein is a wholly-owned subsidiary of the Aspro Group, one of the leading
operators of water parks, animal parks and aquariums in Europe.
Commenting on the Cash Offer, Juan Carlos Smith Morrondo, Chairman of Aspro,
said:
"The acquisition of Deep-Sea Leisure would represent a further step in the Aspro
Group's strategy to become the leading operator of leisure parks and aquariums
across Europe. We believe that Deep-Sea Leisure's Shares have limited liquidity
and the Cash Offer represents a cash exit at a fair value for Deep-Sea Leisure's
Shareholders, evidenced by shareholders who have already sold their Deep-Sea
Leisure Shares to the Aspro Group or intend to accept the Cash Offer."
This summary should be read be conjunction with the full text of the following
announcement relating to the Cash Offer. Appendix III to the full text of the
following announcement contains the definitions of certain terms used in this
announcement.
Enquiries:
Aspro / Net-Ein Tel: +34 91 562 5010
Richard Golding
Hawkpoint (financial adviser to Aspro / Net-Ein) Tel: +44 20 7665 4500
Patrick Wilson
Julie Silvester
Hawkpoint Partners Limited ("Hawkpoint"), which is regulated in the United
Kingdom by The Financial Services Authority, is acting exclusively for Net-Ein
and Aspro in connection with the Cash Offer and no one else and will not be
responsible to anyone other than Net-Ein and Aspro for providing the protections
afforded to customers of Hawkpoint or for giving advice in relation to the Cash
Offer or in relation to the contents of this announcement or any transaction or
arrangement referred to herein.
This announcement does not constitute an offer to sell or invitation to purchase
or subscribe for any securities or the solicitation of any vote or approval in
any jurisdiction.
The availability of the Cash Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
The Cash Offer will not be made, directly or indirectly, in or into the United
States or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile or other electronic transmission, telex or
telephone) of inter-state or foreign commerce of, or any facility of a national,
state or other securities exchange of, the United States, nor will it be made,
directly or indirectly, in or into Canada, Australia or Japan and the Cash Offer
cannot be accepted by any such use, means, instrumentality or facility or from
within the United States, Canada, Australia or Japan. Accordingly, copies of
this press announcement, the Offer Document and the Form of Acceptance are not
being, will not be and must not be mailed or otherwise forwarded, distributed or
sent in, into or from the United States, Canada, Australia or Japan and persons
receiving this press announcement, the Offer Document and Form of Acceptance
(including without limitation custodians, nominees and trustees) must not mail,
forward, distribute or send them in, into or from the United States, Canada,
Australia or Japan.
Not for release, publication or distribution in or into the United States, Canada, Australia or Japan
PRESS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
24 June 2002
MANDATORY CASH OFFER
by HAWKPOINT PARTNERS LIMITED
on behalf of
NET-EIN SA
for
DEEP-SEA LEISURE PLC
1. Introduction
Hawkpoint, on behalf of Net-Ein, a subsidiary of the Aspro Group, announces that
earlier today it acquired 3,821,554 Deep-Sea Leisure Shares at 38.6 pence per
share, from Philip Crane, his pension fund and the Crane Family Shareholders.
Consequently, Net-Ein now holds 9,561,554 Deep-Sea Leisure Shares, representing
approximately 49.8 per cent of the issued ordinary share capital of Deep-Sea
Leisure.
Accordingly, Hawkpoint, on behalf of Net-Ein, announces a mandatory Cash Offer,
which will be made by Hawkpoint on behalf of Net-Ein, in accordance with Rule 9
of the City Code for the entire issued and to be issued ordinary share capital
of Deep-Sea Leisure not already held by Net-Ein. At the current time, a formal
recommendation from the Deep-Sea Leisure board has not been sought.
In addition, certain other shareholders who, in aggregate, hold 407,960 Deep-Sea
Leisure Shares, representing approximately 2.1 per cent of Deep-Sea Leisure's
issued ordinary share capital, have given statements of intent to accept the
Cash Offer. In aggregate, therefore, Deep-Sea Leisure owns or has received
statements of intent to accept the Cash Offer in respect of 9,969,514 Deep-Sea
Leisure Shares, representing approximately 51.9 per cent of Deep-Sea Leisure's
issued ordinary share capital.
The directors of Aspro believe that the acquisition of Deep-Sea Leisure would
represent a further step in the Aspro Group's strategy to become the leading
operator of leisure parks and aquariums across Europe. In addition, the
directors believe that Deep-Sea Leisure's Shares have limited liquidity and the
Cash Offer represents a cash exit at a fair value for Deep-Sea Leisure's
Shareholders, evidenced by shareholders who have already sold their Deep-Sea
Leisure Shares to the Aspro Group or intend to accept the Cash Offer.
The Cash Offer for each Deep-Sea Leisure Share will be 38.6 pence and will value
the entire issued ordinary share capital of Deep-Sea Leisure at approximately
£7.4 million.
2. The Cash Offer
The Cash Offer, which will be on the terms and subject to the condition
summarised below and in Appendix I to this announcement, and which will be set
out in full in the Offer Document and the Form of Acceptance, will be made on
the following basis:
for each Deep-Sea Leisure Share 38.6 pence in cash
The Cash Offer represents:
• a discount of approximately 9.2 per cent to the closing middle market
price of 42.5 pence per Deep-Sea Leisure Share on 21 June 2002, being the last
business day prior to this announcement; and
• a premium of approximately 16.0 per cent over the average closing
middle market price of 33.3 pence per Deep-Sea Leisure Share for the twelve
month period to 21 June 2002.
The Deep-Sea Leisure Shares will be acquired by Net-Ein pursuant to the Cash
Offer fully paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and other third party rights or interests of
any nature whatsoever and together with all rights attaching to them from the
date of this announcement, including, without limitation, voting rights and the
right to receive and retain in full all dividends and other distributions (if
any) announced, declared, made or payable from such time.
The Cash Offer extends to any Deep-Sea Leisure Shares which are unconditionally
allotted fully paid (or credited as fully paid) or issued prior to the date on
which the Cash Offer closes (or such earlier date as Net-Ein, subject to the
City Code, may determine).
3. Further terms and condition of the Cash Offer
The Cash Offer is conditional only upon Net-Ein having received valid
acceptances in respect of such number of Deep-Sea Leisure Shares which, together
with Deep-Sea Leisure Shares acquired or agreed to be acquired before or during
the Offer Period, will result in Net-Ein and any person acting in concert with
it holding shares carrying more than 50 per cent of the voting rights normally
exercisable at general meetings of Deep-Sea Leisure. Further details of the
terms and condition of the Cash Offer are set out in Appendix I to this
announcement.
4. Information on Deep-Sea Leisure
Deep-Sea Leisure designs, builds and operates aquariums in the UK. It currently
has two sites, Deep Sea World at North Queensferry in Scotland and Blue Planet
in Cheshire.
Deep-Sea Leisure's shares were admitted to AIM on 30 October 1996 at a price of
160 pence per share. Based on the closing middle-market price of 42.5 pence per
Deep-Sea Leisure Share on 21 June 2002, being the last business day prior to the
date of this announcement, Deep-Sea Leisure had a market capitalisation of
approximately £8.2 million.
For the year ended 28 February 2001, Deep-Sea Leisure reported turnover of £5.06
million with a pre-exceptional loss before tax of £0.72 million. As at 28
February 2001, Deep-Sea Leisure's net asset value was £9.79 million.
For the six month period ended 31 August 2001, Deep-Sea Leisure reported
turnover of £3.66 million with a profit before tax of £0.94 million. As at 31
August 2001, Deep-Sea Leisure's net asset value was £10.73 million.
Richard Golding, Chief Executive of Aspro, is a member of the Deep-Sea Leisure
board.
5. Information on Net-Ein and the Aspro Group
Net-Ein was incorporated on 12 April 2000 and is a wholly-owned subsidiary of
Werec Kasehandel SA, itself a wholly-owned subsidiary of Signet Investments, the
ultimate holding company of the Aspro Group. Net-Ein acquired 5,740,000
Deep-Sea Leisure Shares on 8 February 2001 and on 24 June 2002 acquired a
further 3,821,554 Deep-Sea Leisure Shares from Philip Crane, a founder of
Deep-Sea Leisure, his pension fund, and the Crane Family Shareholders. As a
result, Net-Ein currently owns a total of 9,561,554 Deep-Sea Leisure Shares in
aggregate, representing approximately 49.8 per cent of the existing issued
ordinary share capital of Deep-Sea Leisure.
The Aspro Group operates water parks, animal parks and aquariums in Europe. The
Aspro Group operates eighteen leisure attractions, eleven of which are in Spain,
five in France and one in each of Switzerland and Portugal.
For the year ended 31 October 2001, Aspro reported an operating profit of €26.3
million on turnover of €77.3 million. Its net assets were €61.2 million as at
31 October 2001.
Further information on the Aspro Group will be set out in the Offer Document.
6. Financing of the Cash Offer
The Cash Offer will be financed entirely out of cash resources held by Net-Ein.
Hawkpoint is satisfied that the necessary financial resources are available to
Net-Ein for it to satisfy full acceptance of the Cash Offer. It is estimated
that full acceptance of the Cash Offer would require the payment by Net-Ein,
under the terms of the Cash Offer, of a maximum amount of approximately £3.7
million in cash.
7. Intentions regarding Deep-Sea Leisure and its employees
The board of Net-Ein has confirmed that, in the event of the Cash Offer becoming
or being declared unconditional in all respects, the existing employment rights,
including pension rights, of the management and employees of the Deep-Sea
Leisure Group will be fully safeguarded.
It is intended that, on the Cash Offer becoming unconditional in all respects,
Deep-Sea Leisure becomes a subsidiary of the Aspro Group. In the event that
there remains a substantial independent minority of shareholders in Deep-Sea
Leisure, the business will continue to be run on an autonomous basis. In these
circumstances, the Aspro Group intends to maintain the quotation of Deep-Sea
Leisure Shares on AIM.
8. Compulsory acquisition, cancellation of AIM quotation and
re-registration
The Aspro Group currently intends to maintain the quotation of Deep-Sea Leisure
Shares on AIM, unless sufficient acceptances of the Cash Offer are received by
Net-Ein and/or sufficient Deep-Sea Leisure Shares are otherwise acquired to
enable Net-Ein to exercise its rights pursuant to the provisions of sections 428
to 430F (inclusive) of the Companies Act to acquire compulsorily any outstanding
Deep-Sea Leisure Shares. In such circumstances, Net-Ein's intention would be to
exercise such rights and, subject to any applicable requirements of the UK
Listing Authority, to procure that Deep-Sea Leisure applies for cancellation of
the quotation of Deep-Sea Leisure Shares on AIM and to re-register Deep-Sea
Leisure as a private company under the relevant provisions of the Companies Act
in due course.
9. Interests in Deep-Sea Leisure Shares
As at 24 June 2002, Net-Ein owns 9,561,554 Deep-Sea Leisure Shares.
Neither Aspro nor any director of Aspro, nor Signet nor any director of Signet,
nor Net-Ein nor any director of Net-Ein, nor so far as Aspro, Signet and Net-Ein
are aware, any party acting in concert with any of them, owns or controls any
Deep-Sea Leisure Shares or any securities convertible or exchangeable into, or
any rights to subscribe for or purchase, or any option to purchase any Deep-Sea
Leisure Shares or holds any derivatives referenced to Deep-Sea Leisure Shares.
In the interests of confidentiality, neither Aspro, Signet nor Net-Ein has made
any enquiries in this respect of certain parties who may be presumed by the
Panel to be acting in concert with it for the purposes of the Cash Offer.
10. Responsibility
This announcement has been issued by Hawkpoint which is an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000.
The directors of Aspro, Net-Ein and Signet Investments accept responsibility for
the information contained in this announcement, save that the only
responsibility accepted by such directors in respect of the information in this
announcement relating to Deep-Sea Leisure, which has been compiled from
published sources, is to ensure that such information has been correctly and
fairly reproduced and presented and save further that only the directors of
Aspro accept responsibility for the information relating solely to Aspro, the
Aspro Group, the directors of Aspro and members of their immediate families and
related trusts. To the best of the knowledge, information and belief of such
directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
11. General
Further details of the terms and condition of the Cash Offer are set out in
Appendix I. Further details of the Cash Offer and its terms will be contained
in the Offer Document and Form of Acceptance to be sent to Deep-Sea Leisure
Shareholders.
Certain terms used in this announcement are defined in Appendix III.
Enquiries:
Aspro / Net-Ein Tel: +34 91 562 5010
Richard Golding
Hawkpoint (financial adviser to Aspro / Net-Ein) Tel: +44 20 7665 4500
Patrick Wilson
Julie Silvester
Hawkpoint Partners Limited ("Hawkpoint"), which is regulated in the United
Kingdom by The Financial Services Authority, is acting exclusively for Net-Ein
and Aspro in connection with the Cash Offer and no one else and will not be
responsible to anyone other than Net-Ein and Aspro for providing the protections
afforded to customers of Hawkpoint or for giving advice in relation to the Cash
Offer or in relation to the contents of this announcement or any transaction or
arrangement referred to herein.
This announcement does not constitute an offer to sell or invitation to purchase
or subscribe for any securities or the solicitation of any vote or approval in
any jurisdiction.
The availability of the Cash Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
The Cash Offer will not be made, directly or indirectly, in or into the United
States or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile or other electronic transmission, telex or
telephone) of inter-state or foreign commerce of, or any facility of a national,
state or other securities exchange of, the United States, nor will it be made,
directly or indirectly, in or into Canada, Australia or Japan and the Cash Offer
cannot be accepted by any such use, means, instrumentality or facility or from
within the United States, Canada, Australia or Japan. Accordingly, copies of
this press announcement, the Offer Document and the Form of Acceptance are not
being, will not be and must not be mailed or otherwise forwarded, distributed or
sent in, into or from the United States, Canada, Australia or Japan and persons
receiving this press announcement, the Offer Document and Form of Acceptance
(including without limitation custodians, nominees and trustees) must not mail,
forward, distribute or send them in, into or from the United States, Canada,
Australia or Japan.
APPENDIX I
CONDITION AND FURTHER TERMS OF THE CASH OFFER
The Cash Offer, which will be made by Hawkpoint on behalf of Net-Ein, will
comply with the applicable rules and regulations of the UK Listing Authority,
the London Stock Exchange and the City Code, will be governed by English law and
will be subject to the jurisdiction of the courts of England. In addition it
will be subject to the condition and further terms of the Cash Offer set out in
the Offer Document and related Form of Acceptance.
1. Condition of the Cash Offer
The Cash Offer will be conditional only upon Net-Ein having received valid
acceptances (which have not, where permitted, been withdrawn) by 3.00 pm on the
first closing date of the Cash Offer (or such later time(s) and/or date(s) as
Net-Ein may, subject to the rules of the City Code, decide) in respect of
Deep-Sea Leisure Shares which, together with Deep-Sea Leisure Shares acquired or
agreed to be acquired before or during the Offer Period, will result in Net-Ein
and any persons acting in concert with it holding Deep-Sea Leisure Shares that
carry, in aggregate, more than 50 per cent of the voting rights normally
exercisable at a general meeting of Deep-Sea Leisure, including for this purpose
(to the extent, if any, required by the Panel) any such voting rights attaching
to any Deep-Sea Leisure Shares that are unconditionally allotted or issued
before the Cash Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding subscription or conversion
rights or otherwise and, for this purpose, Deep-Sea Leisure Shares which have
been unconditionally allotted or issued shall be deemed to carry the voting
rights they will carry upon issue.
2. Further terms of the Cash Offer
The Cash Offer will lapse if it is referred to the Competition Commission before
the later of 3.00 pm on the first closing date of the Cash Offer and the date on
which the Cash Offer becomes or is declared unconditional as to acceptances.
If the Cash Offer so lapses, the Cash Offer will cease to be capable of further
acceptance and thereafter Deep-Sea Leisure Shareholders and Net-Ein will cease
to be bound by Forms of Acceptance submitted prior to the time the Cash Offer
lapsed.
The Cash Offer will not be made, directly or indirectly, in or into the United
States, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of, the United States, nor will it
be made, directly or indirectly, in or into Canada, Australia or Japan and the
Cash Offer cannot be accepted by any such use, means, instrumentality or
facility or from within the United States, Canada, Australia or Japan.
Accordingly, copies of this press announcement, the Offer Document and Form of
Acceptance are not being, will not be and must not be mailed or otherwise
forwarded, distributed or sent in, into or from the United States, Canada,
Australia or Japan and persons receiving this press announcement, the Offer
Document and Form of Acceptance (including without limitation custodians,
nominees and trustees) must not mail, forward, distribute or send them in, into
or from the United States, Canada, Australia or Japan.
APPENDIX II
SOURCES AND BASES
(a) Historic share prices are sourced from the Daily Official List of the
London Stock Exchange and represent middle market closing prices for Deep-Sea
Leisure Shares on the relevant dates.
(b) The value of the whole of the existing issued ordinary share capital of
Deep-Sea Leisure is based upon the 19,199,783 Deep-Sea Leisure Shares in issue
on 21 June 2002, being the latest practicable date prior to this announcement as
published by Extel.
(c) Unless otherwise stated, the information on Deep-Sea Leisure is extracted
or derived from the Annual Report and Accounts of Deep-Sea Leisure for the year
ended 28 February 2001 and from the announcement of Deep-Sea Leisure's unaudited
interim results for the six month period ended 31 August 2001.
(d) Unless otherwise stated, the information relating to the members of the
Aspro Group has been supplied by the respective directors.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement unless the context
otherwise requires:
"Aspro" Aspro Ocio SA
"Aspro Group" Signet Investments SA together with its subsidiaries which include Aspro, the
main operating company
"AIM" the Alternative Investment Market of the London Stock Exchange
"business day" means a day other than a Saturday or Sunday or a public holiday in England and
Wales
"Cash Offer" the mandatory cash offer being made by Hawkpoint on behalf of Net-Ein to
acquire all the Deep-Sea Leisure Shares not already owned by Net-Ein on the
terms to be set out in the Offer Document and the Form of Acceptance
including, where the context so requires, any subsequent revision, variation,
extension or renewal of such cash offer
"City Code" the City Code on Takeovers and Mergers
"Companies Act" the Companies Act 1985 (as amended)
"Crane Family Shareholders" James Crane and Josephine Crane
"Deep-Sea Leisure" Deep-Sea Leisure plc
"Deep-Sea Leisure Group" Deep-Sea Leisure and its subsidiary undertakings and, where the context
permits, each of them
"Deep-Sea Leisure Share(s)" the existing unconditionally allotted or issued and fully paid ordinary shares
of 5 pence each in the capital of Deep-Sea Leisure and any other further
shares which are unconditionally allotted or issued while the Cash Offer
remains open for acceptance (or such earlier date or dates, as Net-Ein may,
subject to the City Code, decide)
"Deep-Sea Leisure Shareholder(s)" the holders of Deep-Sea Leisure Shares
"Form of Acceptance" the Form of Acceptance and Authority for use by Deep-Sea Leisure Shareholders
in connection with the Cash Offer
"FSA" Financial Services Authority
"Hawkpoint" Hawkpoint Partners Limited
"London Stock Exchange" London Stock Exchange plc or it successor
"Net-Ein" Net-Ein SA
"Offer Document" the document to be dispatched to Deep-Sea Leisure Shareholders containing and
setting out the further terms and condition of the Cash Offer
"Offer Period" the period commencing on (and including) the date of this announcement and
ending on whichever of the following dates shall be the latest: (i) 3.00 pm
on the twenty first day after the date of posting of the Offer Document or (if
that day is a Saturday, Sunday or a public holiday) on the next succeeding
business day; (ii) the date on which the Cash Offer lapses; or (iii) the date
on which the Cash Offer is declared unconditional as to acceptances
"Panel" The Panel on Takeovers and Mergers
"Signet Investments" Signet Investments SA
"subsidiary", "subsidiary undertaking", shall be construed in accordance with the Companies Act (but for this purpose
"associated undertaking" and " ignoring paragraph 20(i)(b) of Schedule 4A of the Companies Act)
undertaking"
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority" the FSA acting in its capacity as the competent authority for listing under
Part VI of the Financial Services and Markets Act 2000
"United States" The United States of America, its territories and possessions, any State of
the United States of America and the District of Columbia, and all other areas
subject to its jurisdiction
All times referred to are London BST unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
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