RNS Number:0939T
Matthews(Bernard) PLC
26 October 2000
PART TWO
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER AND LOAN NOTE ALTERNATIVE
The Offer, which will be made by HSBC on behalf of BMH, will comply with the
provisions of the Code and will be subject to the terms and conditions to be
set out in the Offer Document and Form of Acceptance.
1. The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by 3.00 p.m. on the first closing date of the Offer
(or such later time(s) and/or date(s) as BMH may, subject to
the rules of the Code, decide) in respect of not less than 90
per cent. (or such lesser percentage as BMH may decide) of the
Bernard Matthews Shares to which the Offer relates, provided
that this condition will not be satisfied unless BMH shall have
acquired, or agreed to acquire, whether pursuant to the Offer
or otherwise, Bernard Matthews Shares carrying in aggregate
more than 50 per cent. of the voting rights normally
exercisable at general meetings of Bernard Matthews PLC
(including for this purpose to the extent, if any, required by
the Panel, any such voting rights attaching to any Bernard
Matthews Shares which are unconditionally allotted or issued
before the Offer becomes or is declared unconditional as to
acceptances); and for this purpose the expression "Bernard
Matthews Shares to which the Offer relates" shall be construed
in accordance with sections 428 to 430F of the Act, and Bernard
Matthews Shares which have been unconditionally allotted shall
be deemed to carry the voting rights which they will carry on
issue;
(b) the passing at an Extraordinary General Meeting of Bernard
Matthews PLC (or at any adjournment) of such resolution(s) as
may be required by the Code to approve the arrangements made
between the Management Team and BMH referred to in this
document;
(c) the Office of Fair Trading indicating, in terms satisfactory to
BMH, that it is not the intention of the Secretary of State for
Trade and Industry to refer the proposed acquisition of Bernard
Matthews PLC by BMH, or any matters arising therefrom or
relating thereto, to the Competition Commission;
(d) save as disclosed and save for any agreement or arrangement to
which BMH is a party and save for matters of which the
Management Team is aware, there being no provision,
arrangement, agreement, licence, permit, joint venture,
franchise arrangement, partnership, distribution agreement or
other instrument to which any member of the Wider Bernard
Matthews Group (as defined at the end of this paragraph 1 of
this Appendix 1) is a party, or by or to which any member of
the Wider Bernard Matthews Group, or any of its assets, may be
bound, entitled or subject, which, in consequence of the making
of the Offer or the acquisition of the Bernard Matthews Shares
or any part thereof by BMH or a change in the control or
management of Bernard Matthews PLC or otherwise, might
reasonably be expected to result in:
(i) any monies borrowed by or other indebtedness, actual
or contingent, of any such member of the Wider
Bernard Matthews Group being or becoming repayable,
or being or becoming capable of being declared
repayable, immediately or earlier than the repayment
date stated in such arrangement, agreement or other
instrument or the ability of any such member to
borrow monies or incur any indebtedness being
withdrawn or inhibited; or
(ii) any such provision, arrangement, agreement, licence,
permit, joint venture, franchise arrangement,
partnership, distribution agreement or other
instrument being or becoming capable of being
terminated, revoked or modified or any action being
taken or obligation or liability arising thereunder;
or
(iii) the business or interests of any such member of the
Wider Bernard Matthews Group with or in any other
person, firm, company or body (or any arrangements
relating to such business or interests) being
terminated, adversely modified or otherwise
affected; or
(iv) the creation of any standard security, mortgage,
charge or other security interest over the whole or
any other part of the business, property or assets
of any member of the Wider Bernard Matthews Group or
any such security, whenever arising or having
arisen, becoming enforceable; or
(v) any asset or any interest in any asset of, or any
asset the use of which is enjoyed by, any member of
the Wider Bernard Matthews Group being disposed of
otherwise than in the ordinary course of business or
ceasing to be available to any member of the Wider
Bernard Matthews Group or any right arising under
which any such asset could be required to be
disposed of or could cease to be available to any
member of the Wider Bernard Matthews Group; or
(vi) the value of any member of the Wider Bernard
Matthews Group or its financial or trading position
or prospects being prejudiced or adversely affected;
or
(vii) any of the Wider Bernard Matthews Group's members
ceasing to be able to carry on all or any part of
its business under any name, tradename or trademark
under which it presently does so; or
(viii) any member of the Wider Bernard Matthews Group
incurring any liability which might have, or which
might reasonably be expected to have, a material
adverse effect on the Wider Bernard Matthews Group,
to an extent which, in the context of the Wider Bernard
Matthews Group taken as a whole, is materially adverse;
(e) no government, governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body or court or any
trade agency, association, institution or professional body, or
any other person or body, in any jurisdiction, prior to the
date when the Offer becomes otherwise wholly unconditional,
having instituted, implemented or threatened any action, suit,
proceeding, investigation or enquiry (and in each case not
having irrevocably withdrawn such action, suit, proceeding,
investigation or enquiry) or enacted, made or proposed any
statute or regulation or order or taken any other step that
would or might:
(i) make the Offer or the acquisition or proposed
acquisition of any Bernard Matthews Shares by BMH
void, illegal or unenforceable under the laws of any
jurisdiction or otherwise prohibit or (to an extent
which is material in the context of the Offer)
directly or indirectly restrain or otherwise
interfere in the implementation of, or impose
additional conditions or obligations with respect
to, or otherwise challenge, the Offer or the
proposed acquisition of any Bernard Matthews Shares
by BMH or the implementation thereof; or
(ii) result in a delay (which is material in the context
of the Offer) in the ability of BMH, or render BMH
unable, to acquire some or all of the Bernard
Matthews Shares; or
(iii) require or prevent or delay the divestiture by any
member of the Wider BMH Group (as defined at the end
of this paragraph 1 of this Appendix 1) or any
member of the Wider Bernard Matthews Group of all
or any part of their respective businesses, assets
or properties or impose any limitation on the
ability of any of them to conduct their respective
businesses (or any part thereof) or own their
respective assets or properties (or any part
thereof) to an extent which is material in the
context of the Wider BMH Group or the Wider Bernard
Matthews Group; or
(iv) require or prevent or delay the divestiture by any
member of the Wider BMH Group of any shares or other
securities in any member of the Wider Bernard
Matthews Group to an extent which is material in the
context of the Wider BMH Group or the Wider Bernard
Matthews Group; or
(v) impose any limitation on the ability of BMH to
acquire or hold or effectively to exercise, directly
or indirectly, all or any rights of ownership of the
Bernard Matthews Shares, or on the ability of any
member of the Wider Bernard Matthews Group, or of
the Wider BMH Group, to hold or effectively to
exercise any rights of ownership of shares or the
equivalent in any member of the Wider Bernard
Matthews Group or to exercise management control
over any such member of the Wider Bernard Matthews
Group or to maintain its rights of substantial
interest in or significant influence over any such
member to an extent which is material in the context
of the Wider BMH Group or the Wider Bernard Matthews
Group; or
(vi) require any member of the Wider BMH Group or the
Wider Bernard Matthews Group to acquire or to offer
to acquire shares or other securities in any member
of the Wider Bernard Matthews Group owned by any
third party to an extent which is material in the
context of the Wider BMH Group or the Wider Bernard
Matthews Group; or
(vii) result in any member of the Wider Bernard Matthews
Group ceasing to be able to carry on all or any part
of its business under any name, tradename or
trademark under which it presently does so to an
extent which is material in the context of the Wider
BMH Group or the Wider Bernard Matthews Group; or
(viii) impose any limitation on the ability of any member
of the Wider Bernard Matthews Group or the Wider BMH
Group to integrate or co-ordinate its business or
any part thereof with the business of any other
member of the Wider Bernard Matthews Group or the
Wider BMH Group to an extent which is material in
the context of the Wider BMH Group or the Wider
Bernard Matthews Group; or
(ix) otherwise adversely affect the business, assets,
profits or prospects of any member of the Wider BMH
Group or of the Wider Bernard Matthews Group to an
extent which is material in the context of the Wider
BMH Group or the Wider Bernard Matthews Group,
and all applicable waiting periods during which any such
government, governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body, court, trade
agency or association, institution or professional body, other
person or body could institute, implement or threaten any such
action, suit, proceeding, investigation or enquiry or enact,
make or propose any such statute, regulation or order or take
any such other step having expired, lapsed or been terminated;
(f) all authorisations, orders, grants, consents, recognitions,
confirmations, licences, clearances, permissions and approvals
which are required by law or any applicable regulatory
authority or which are material in the context of the Offer for
or in respect of the Offer or the proposed acquisition or
acquisition of any Bernard Matthews Shares by BMH or which are
necessary or expedient for the carrying on of the business of
the Wider Bernard Matthews Group or any part thereof having
been obtained, in terms and in forms satisfactory to BMH, from
all appropriate government, governmental, quasi-governmental,
supranational or statutory or regulatory bodies or courts,
trade agencies, associations, institutions or professional
bodies or persons and such authorisations, orders, grants,
consents, recognitions, confirmations, licences, clearances,
permissions and approvals remaining in full force and effect at
the time when the Offer becomes otherwise wholly unconditional
and not being subject to any notice, intimation or indication
of intention to revoke, suspend, restrict, modify or not to
renew the same;
(g) all filings having been made and all waiting periods having
expired, lapsed or been terminated, in each case as may be
required by law or any applicable regulatory authority or which
are material in the context of the Offer in connection with the
Offer or the proposed acquisition or acquisition of any Bernard
Matthews Shares by BMH, or the control or management of Bernard
Matthews PLC or any member of the Wider Bernard Matthews Group
under the laws or regulations of any jurisdiction, and all
necessary statutory and regulatory obligations in connection
therewith in any jurisdiction having been complied with;
(h) since 2 January 2000, and at any time prior to the Offer
becoming otherwise wholly unconditional, save as disclosed and
save for matters of which the Management Team is aware or which
have been procured directly or indirectly by the Management
Team and save as set out in the interim results of Bernard
Matthews PLC announced on 13 September 2000 or any other public
announcement made through the London Stock Exchange prior to
the date hereof:
(i) no member of the Wider Bernard Matthews Group having
recommended, declared, paid or made, or proposed the
declaration, payment or making of, any dividend,
bonus or other distribution in respect of any of its
share capital other than to another member of the
Wider Bernard Matthews Group;
(ii) save as a result of the grant or exercise of, or the
issue of shares pursuant to the exercise of options
granted under the Bernard Matthews Share Scheme, and
save as between members of the Wider Bernard Matthews
Group, no member of the Wider Bernard Matthews Group
having issued or authorised or proposed the issue of
additional shares of any class, or securities
convertible into or rights, warrants or options to
subscribe for or acquire, any such shares or
convertible securities or having purchased or agreed
to purchase, or authorised or proposed the purchase
of, any of its own shares or other securities or
reduced or made any other change to any part of its
share capital;
(iii) save as between members of the Wider Bernard Matthews
Group, no member of the Wider Bernard Matthews Group
having issued, authorised or proposed the issue of,
any debentures or loan capital or (save in the
ordinary course of business) having incurred or
increased any indebtedness or contingent liability to
an extent which is material in the context of the
Offer;
(iv) there having been no adverse change or deterioration
in the business, financial or trading position,
profits, assets or prospects of any member of the
Wider Bernard Matthews Group which is material in the
context of the Wider Bernard Matthews Group taken as
a whole;
(v) no member of the Wider Bernard Matthews Group having
merged with any body corporate or acquired or
disposed of any assets or shares or any right, title
or interest in any assets or shares or authorised or
proposed or announced any intention to propose any
merger, demerger, acquisition, disposal or change as
aforesaid, which in any such case is material in the
context of the Offer and other than in the ordinary
course of business;
(vi) no litigation or arbitration proceedings or
prosecution or other legal proceedings to which any
member of the Wider Bernard Matthews Group is or may
become a party and no investigation against or in
respect of any member of the Wider Bernard Matthews
Group having been announced, instituted or threatened
by or against or remaining outstanding in respect of
any member of the Wider Bernard Matthews Group which
in any such case might reasonably be expected to
adversely affect any member of the Wider Bernard
Matthews Group and which is material in the context
of the Wider Bernard Group taken as a whole and the
Offer;
(vii) no member of the Wider Bernard Matthews Group having
waived or compromised any claim otherwise than in the
ordinary course of business which in any such case is
material in the context of the Wider Bernard Matthews
Group, and the Offer;
(viii) no member of the Wider Bernard Matthews Group having
entered into or changed the terms of, or having
authorised, proposed or announced its intention to
enter into or change the terms of, any contract,
transaction, commitment or arrangement (whether in
respect of capital expenditure or otherwise) which is
not in the ordinary course of business or which is of
a long term or unusual nature or involves or could
involve an obligation of a nature or magnitude which
is material to such member or which is or may be
materially restrictive on the business of such member
other than to a nature and extent which is normal in
the context of the business concerned and which in
any such case is material in the context of the Wider
Bernard Matthews Group, and the Offer;
(ix) no member of the Wider Bernard Matthews Group having
created any standard security, mortgage, charge or
other security interest over the whole or any part of
its business, property or assets or any rights, title
or interest in any such assets which in any such case
is material in the context of the Wider Bernard
Matthews Group, and the Offer other than in the
ordinary course of business;
(x) no contingent or other liability having arisen or
become apparent to BMH which would be likely to
adversely affect any member of the Wider Bernard
Matthews Group to an extent which is material in the
context of the Wider Bernard Matthews Group, and the
Offer;
(xi) no member of the Wider Bernard Matthews Group having
entered into or varied the terms of, or made any
offer (which may still be accepted) to enter into or
vary the terms of, any contract with any of the
directors or senior executives of any member of the
Wider Bernard Matthews Group;
(xii) no member of the Wider Bernard Matthews Group having
authorised or proposed, or announced its intention to
propose, any change in its loan capital to an extent
which is material in the context of the Wider Bernard
Matthews Group, and the Offer;
(xiii) no member of the Wider Bernard Matthews Group having
announced any proposal to purchase, redeem or repay
any of its own shares or other securities or having
purchased, redeemed or repaid any such shares or
other securities, or (to an extent which is material
in the context of the Wider Bernard Matthews Group,
and the Offer and save in respect of matters
mentioned in sub-paragraph (ii) above) made any other
change to any part of its share capital;
(xiv) no member of the Wider Bernard Matthews Group having
implemented, authorised, proposed or announced its
intention to implement any reconstruction,
amalgamation, scheme, commitment or other transaction
or arrangement otherwise than in the ordinary course
of business which is material in the context of the
Wider Bernard Matthews Group, and the Offer;
(xv) no member of the Wider Bernard Matthews Group having
made any alteration to its memorandum or articles of
association or other incorporation documents which is
material in the context of the Wider Bernard Matthews
Group, and the Offer;
(xvi) no member of the Wider Bernard Matthews Group having
been unable or having admitted that it is unable to
pay its debts or having stopped or suspended (or
threatened to stop or suspend) payment of its debts
or having ceased or threatened to cease carrying on
all or any part of its business or (other than a
member which is dormant and was solvent at the
relevant time) having taken any action or had any
order made for its winding up, dissolution or
reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or
similar officer of all or any of its assets or
revenues, or any analogous or similar event having
occurred in any jurisdiction; and
(xvii) no member of the Wider Bernard Matthews Group having
entered into any contract, commitment, agreement or
arrangement with respect to any of the transactions,
matters or events referred to in this paragraph (h)
or announced any intention so to do or passed any
resolution with respect thereto;
(i) Save as publicly announced prior to the date hereof and save as
disclosed and save for matters of which the Management Team is
aware, BMH not having discovered:-
(i) that any financial, business or other information
about the Wider Bernard Matthews Group which has been
publicly disclosed at any time by or on behalf of any
member of the Wider Bernard Matthews Group is
materially misleading, contains a material
misrepresentation of fact or omits to state a
material fact necessary to make the information
contained therein not materially misleading; or
(ii) that any member of the Wider Bernard Matthews Group
is subject to any liability, contingent or otherwise,
which is not disclosed in the annual report and
accounts of Bernard Matthews for the financial year
ended 2 January 2000; or
(iii) any information which materially affects the import
of any information disclosed by or on behalf of any
member of the Wider Bernard Matthews Group to or on
behalf of any member of the Wider BMH Group,
to an extent which is material in the context of the Wider
Bernard Matthews Group and the Offer;
(j) Save as publicly announced prior to the date hereof and save as
disclosed and save for matters of which the Management Team is
aware, BMH not having discovered:-
(i) that any past or present member of the Wider Bernard
Matthews Group has not complied with all applicable
laws, statutes, ordinances, regulations or other
requirements of any government, governmental, quasi-
governmental, supranational, statutory, regulatory or
investigative body, court, trade agency, association,
institution or professional body or any other person
or body whatsoever in any jurisdiction, and in
particular (but without prejudice to the foregoing)
any such laws, statutes, ordinances, regulations or
other requirements as aforesaid with regard to the
disposal, discharge, spillage, leak or emission of
any waste or hazardous substance or any substance
likely to impair the environment or harm human
health, or otherwise relating to environmental
matters, or that there has otherwise been any such
disposal, discharge, spillage, leak or emission
(whether or not the same constituted a non-compliance
by any person with any such laws, statutes,
ordinances, regulations or other requirements and
wherever and whenever the same may have taken place)
which, in any such case, would be likely to give rise
to any liability (whether actual or contingent) on
the part of any member of the Wider Bernard Matthews
Group; or
(ii) that there is, or is likely to be, a liability on the
part of any member of the Wider Bernard Matthews
Group (whether actual or contingent) to make good,
repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past
or present member of the Wider Bernard Matthews Group
under any environmental legislation, regulation,
notice, circular or order of any government,
governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body, court,
trade agency, association, institution or
professional body or any other person or body
whatsoever in any jurisdiction; or
(iii) that circumstances exist which are likely to result
in any material actual or contingent liability of any
member of the Wider Bernard Matthews Group under any
of the applicable legislation referred to in sub-
paragraph (i) above to improve or modify existing, or
install new, plant, machinery or equipment or to
carry out any changes in the processes currently
carried out; or
(iv) that circumstances exist whereby a person or class of
persons may have any claim or claims in respect of
any produce or process of manufacture or materials
used therein now or previously manufactured, sold or
carried out by any past or present member of the
Wider Bernard Matthews Group; or
(v) that any member of the Wider Bernard Matthews Group
will, or may be, materially adversely affected by any
failure of any computer hardware, software or
embedded chip technology of any member of the Wider
Bernard Matthews Group to be Year 2000 Compliant or
by the cost and/or disruption to normal activities
caused by work carried out or to be carried out to
ensure such computer hardware, software or embedded
chip technology is Year 2000 Compliant; or
(vi) any circumstances which indicate that any of sub-
paragraphs (i) to (iv) above are likely to not be
satisfied,
to an extent which, in any such case, is material in the
context of the Wider Bernard Matthews Group and the Offer; and
BMH reserves the right to waive, in whole or in part, all or any of
conditions (c) to (j) inclusive above. BMH shall be under no
obligation to waive or treat as fulfilled any of conditions (c) to (j)
inclusive above by a date earlier than the latest date specified below
for the satisfaction thereof notwithstanding that the other conditions
of the Offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating
that any such conditions may not be capable of fulfilment.
If BMH is required by the Panel to make an offer for any Bernard
Matthews Shares under the provisions of Rule 9 of the Code, BMH may
make such alterations to the conditions of the Offer, including
conditions (a) and (b) above, as are necessary to comply with the
provisions of that Rule.
For the purposes of the conditions set out above: (i) the "Wider BMH
Group" means BMH and any holding company of BMH and any subsidiary,
subsidiary undertaking and associated undertaking of BMH and any such
holding company and any other undertaking in which BMH, and any such
holding company, subsidiary and associated undertaking (aggregating
their interests) have a significant interest, and (ii) the "Wider
Bernard Matthews Group" means Bernard Matthews PLC and any subsidiary,
subsidiary undertaking and associated undertaking of Bernard Matthews
PLC and any other undertaking in which Bernard Matthews PLC, and any
such subsidiary, subsidiary undertaking and associated undertaking
(aggregating their interests) have a significant interest; and for
these purposes, "holding company", "subsidiary", "subsidiary
undertaking", "associated undertaking" and "undertaking" have the
meanings given to those terms by the Act (but for this purpose
ignoring paragraph 20(1)(b) of Schedule 4A to the Act) and
"significant interest" means a direct or indirect interest in 20 per
cent. or more of the voting or equity share capital (or the
equivalent) of an undertaking.
For the purposes of condition (i) above, "Year 2000 Compliant" shall
mean that neither performance nor functionality is affected by dates
prior to, during and after the year 2000, and in particular (i) no
value for current date will cause any interruption in operation, (ii)
date-based functionality must behave consistently for dates before,
during and after the year 2000, (iii) in all interfaces and data
storage, the century in any date is specified either explicitly or by
unambiguous algorithms or inferencing rules, and (iv) the year 2000
must be recognised as a leap year.
2. The Offer will lapse unless the conditions set out above (other than
condition (a) to the Offer) are fulfilled or (if capable of waiver)
have been waived or, where appropriate, have been determined by BMH to
be and continue to be satisfied no later than midnight on the day
which is 21 days after the first closing date of the Offer or 21 days
after the date on which the Offer becomes or is declared unconditional
as to acceptances, whichever is the later, or such later date as BMH
may, with the consent of the Panel, decide.
3. The Offer will lapse (unless otherwise agreed with the Panel) if the
acquisition of Bernard Matthews PLC is referred to the Competition
Commission before the later of 3.00 p.m. on the first closing date of
the Offer and the date on which the Offer becomes unconditional as to
acceptances. If the Offer lapses for any reason, the Offer will cease
to be capable of further acceptance and BMH and HSBC will cease to be
bound by Forms of Acceptance submitted before the time when the Offer
lapse.
4. The Loan Note Alternative is conditional upon the Offer becoming or
being declared wholly unconditional, and on valid elections being
received by such date in respect of Loan Notes with a nominal value of
not less than #1 million.
APPENDIX 2
DEFINITIONS
The following definitions apply throughout this press announcement, unless
the context otherwise requires:
"Act" the Companies Act 1985 (as amended);
"Australia" the Commonwealth of Australia, its
territories and possessions;
"Bernard Matthew PLC" or Bernard Matthews PLC;
"the Company"
"Bernard Matthews Board" the directors of Bernard Matthews PLC;
"Bernard Matthews Group" Bernard Matthews and its subsidiary
undertakings (as defined in the Act);
"Bernard Matthews Shareholder" a holder of Bernard Matthews Shares;
"Bernard Matthews Shares" the fully paid ordinary shares of 25p each
in issue in the capital of Bernard Matthews
PLC and any further such shares each in the
capital of Bernard Matthews PLC which are
unconditionally allotted or issued as fully
paid or credited as fully paid) before the
date on which the Offer closes (or such
earlier date(s) as BMH may, subject to the
Code, decide), including any such shares
unconditionally allotted or issued pursuant
to the exercise of options under the
Bernard Matthews Share Option Scheme;
"Bernard Matthew Share Option The Bernard Matthews 1990 Executive Share
Scheme" Option Scheme;
"BMH" Bernard Matthews Holdings Limited;
"Business Day" a day on which the London Stock Exchange is
open for business;
"Canada" Canada, its provinces and territories and
all areas subject to its jurisdiction and
any political subdivision thereof;
"Code" The City Code on Takeovers and Mergers;
"Dresdner Kleinwort Benson" Kleinwort Benson Limited;
"Extraordinary General Meeting" the extraordinary general meeting of the
Bernard Matthews PLC to be held in relation
to the arrangements between BMH, Bernard
Matthews PLC, B T Matthews and the
Management Team, which will be set out in
the Offer Document;
"Form of Acceptance" the form of acceptance, authority and
election to be issued in connection with
the Offer and which will accompany the
Offer Document;
"HSBC" HSBC Investment Bank plc;
"HSBC Group" HSBC Holdings plc and its subsidiary
undertakings (as defined in the Act);
"Independent Directors" David S McCall and David A Newton, non-
executive directors of Bernard Matthews
PLC;
"Independent Shareholders" the Shareholders in Bernard Matthews PLC
other than the Matthews Family, the
Management Team and the families of the
Management Team;
"Interest Payment Date" 30 June and 31 December each year except 31
December 2000;
"Japan" Japan, its cities and prefectures,
territories and possessions;
"LIBOR" London Inter-Bank Offered Rate;
"Loan Note" floating rate unsecured loan notes of BMH,
particulars of which are set out in the
Offer Document;
"Loan Note Alternative" the alternative whereby holders of Bernard
Matthews Shares who accept the Offer will
be able to elect to receive, for every #1
of cash, Loan Notes with a nominal value of
#1 as an alternative to all or part of
their entitlement to cash under the Offer;
"London Stock Exchange" London Stock Exchange Limited;
"Management Team" Messrs David J Joll, Noel F Bartram and
Neil C Harrison and the families of these
persons;
"Matthews Family" B T Matthews and related parties, including
members of his immediate family and certain
family trusts;
"Middle Market Price" the closing middle market price derived
from the Official List for the relevant
date;
"North American Person" a US person and any individual,
corporation, partnership, trust or other
entity resident in Canada or receiving the
Offer in Canada, provided however that the
terms "North American Person" and "US
person" shall not include a branch or
agency of a US bank or insurance company
that is operating outside the US for valid
business reasons as a locally registered
branch or agency engaged in banking or
insurance business and not solely for the
purpose of investing in securities not
registered under the US Securities Act;
"Offer" the offer to be made by HSBC on behalf of
BMH to acquire all the Bernard Matthews
Shares other than those held by the
Matthews Family and the Management Team
subject to the conditions contained in the
Offer Document and in the Form of
Acceptance relating thereto, including
(where the context so requires) any
subsequent revision, variation, renewal or
extension thereof;
"Offer Document" the document to be sent to Bernard Matthews
Shareholders which will contain the Offer;
"Offer Period" the period commencing on 16 May 2000 and
ending on the latest of 3.00 p.m. on the
first closing date of the Offer, or the
date on which the Offer lapses or the date
on which the Offer becomes unconditional as
to acceptances;
"Official List" the Official List of the UK Listing
Authority;
"Panel" The Panel on Takeovers and Mergers;
"Share Exchange Agreement" the agreement under which the Matthews
Family and the Management Team have agreed
to exchange, and BMH has agreed to
purchase, conditional on the Offer becoming
or being declared wholly unconditional, an
aggregate of 52,951,799 shares in
consideration for the allotment of ordinary
shares in BMH;
"UK Listing Authority" the Financial Services Authority acting in
its capacity as the competent authority for
the purposes of Part IV of the Financial
Services Act 1986 and in the exercise of
its functions in respect of the Official
List otherwise than in accordance with Part
IV of the Financial Services Act 1986;
"United States" or "US" the United States of America (including the
states of the United States of America and
District of Columbia), its territories, its
possessions and all other areas subject to
its jurisdiction.
The plural includes the singular and vice versa in these definitions, unless
the context requires otherwise.
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