RNS Number:9728A
Sandford PLC
27 July 2007
For immediate release
27 July 2007
Sandford Plc
("Sandford" or the "Company")
Proposed acquisition of Wilton International Consulting Limited
Proposed waiver of the requirements of Rule 9 of the City Code on
Takeovers and Mergers
Proposed change of name to TSE Group Plc
and
Notice of Extraordinary General Meeting
1. Introduction
The Board of Sandford announces that, subject to Shareholder approval, agreement
has been reached for the proposed acquisition of Wilton International Consulting
Limited ("Wilton"). Wilton, through its Lausanne-based subsidiary TSE, is a
provider of strategic advice to international sports organisations, the public
sector and private companies including advice to cities and governments on
bidding and hosting major sports events such as the Olympic Games.
The consideration comprises #750,000 in cash and 90,000,000 new Ordinary Shares
("First Consideration Shares") together with a deferred consideration of
#200,000 and up to a further 24,000,000 new Ordinary Shares ("Second
Consideration Shares") which are to be issued over the next three years. Based
on the closing mid market price of 0.85p per Ordinary Share on 26 July 2007 (the
last practicable date before the publication of this announcement), the
Consideration Shares together with the Cash Consideration, values Wilton in
aggregate at #1,919,000.
The Acquisition will constitute a "reverse-takeover" under the AIM Rules and is
therefore subject to the approval of Shareholders at the Extraordinary General
Meeting, details of which are set out in the document that is being posted to
Sandford shareholders today (the "Document"). Following the Acquisition, the
business of the Enlarged Group will constitute that of Wilton and TSE. The issue
and allotment of the Consideration Shares to the Vendors as consideration for
the Acquisition would normally give rise to an obligation on the Vendors to make
a Rule 9 offer pursuant to the City Code to the remaining Shareholders of the
Company. The Panel has agreed, however, to waive this obligation to make a
general offer to all Shareholders subject to the passing on a poll by the
Independent Shareholders of Resolution 1 set out in the Notice of Extraordinary
General Meeting.
Adam Reynolds and Paul Foulger, directors of the Company, are also shareholders
and directors of WIMG which is one of the Vendors of Wilton. Accordingly,
pursuant to the AIM Rules, the acquisition of Wilton is being treated as a
related party transaction and the recommendation set out in this announcement
has been provided solely by Neil McClure, the Independent Director.
Furthermore, as both Paul Foulger and Adam Reynolds are directors of the Company
and directors and shareholders of WIMG, one of the Vendors, Section 320 of the
Act will also apply to the Acquisition as the transaction amounts to a
substantial property transaction involving a director of the Company. To this
end, Section 320 provides that no agreement can be entered into with the Vendors
without the prior approval of the Shareholders. The Company will seek this
approval at the EGM, at which the Shareholders will be asked, inter alia, to
approve the entering of the Acquisition Agreement for the purposes of Section
320 of the Act.
Application will be made for the First Enlarged Ordinary Share Capital (being
583,900,000 Ordinary Shares) to be admitted to trading on AIM, subject to the
Resolutions set out in the Notice of Extraordinary General Meeting being passed
by the Independent Shareholders at the Extraordinary General Meeting. The
Directors expect that Admission will become effective and that trading in the
First Enlarged Ordinary Share Capital on AIM will commence on 21 August 2007.
2. Background
The Board reviewed a number of development opportunities and the Independent
Director believes that Wilton is an attractive acquisition for the Company. In
particular, the Independent Director believes that:
* TSE operates in a growing market and, with its brand and customer base,
provides a platform for Sandford to establish a leading consultancy to sports
bodies and host cities and regions across the world;
* there are a number of opportunities to develop TSE by both organic growth
through the development of its international network of agents and by
acquisition of complementary consultancy and events management businesses; and
* the proposed acquisition provides an opportunity to rebuild a potentially
valuable business within Sandford for the benefit of its Existing Shareholders
including those who invested in the Company at the time of its Original
Admission.
3. Overview of Wilton and TSE
Introduction
Wilton was established in 2005 and in September 2005, acquired the entire issued
share capital of TSE. Wilton has no other subsidiaries. Founded in 2000, TSE is
a Swiss- registered company based in Lausanne, Canton de Vaud, Switzerland and
provides strategic advice to international sports organisations, the public
sector and private companies including advice to cities and governments on
bidding and hosting major sports events such as the Olympic Games. TSE operates
from its head office in Lausanne, and has a team of staff, consultants and
agents. In 2006, TSE established an international network outside of Switzerland
with local partners. TSE currently has a presence in the UK, USA, South Africa,
Denmark and China.
TSE's Services
TSE provides strategic consulting services to three groups of clients:
* National and international sports organisations
TSE's customers comprise national and international sports organisations such as
the IOC, UEFA and a number of international federations (the international
governing bodies for individual sports) such as athletics ("IAAF"), swimming
("FINA") and basketball ("FIBA"). Over 20 sporting governing bodies are located
in Lausanne where TSE operates. TSE's services include providing advice in
relation to:
- change management processes;
- performance measurement systems;
- organisation of major conferences and meetings;
- research in the field of costs and benefits of the organisation of major
sports events;
- long term sport event strategies; and
- strategic planning and implementation.
Cities, regions and countries
TSE provides these customers with advice in relation to:
- the costs and benefits of the organisation of major sports events;
- long term sports event strategies;
- the implementation of bidding campaigns for the right to host major sports
events; and
- maximising the benefits of the hosting of major sports events.
* Public and private sector clients
TSE also provides consulting services to corporate customers who supply goods
and services to sporting events, such as ticketing, hospitality, information
technology services, transportation and infrastructure development. TSE provides
a wide range of advice in relation to:
- market analysis of commercial opportunities;
- business development; and
- implementation plans.
International Network
Given the increasing interest by developing countries in hosting major sporting
events and the proliferation of potential events, TSE has begun to establish an
international presence through a network of TSE appointed local agents. The
Directors and Proposed Directors believe that a local presence is increasingly
important in securing consultancy contracts with bidding cities and regions. The
overseas network has been established through agency agreements with local
partners. Under each agency agreement, TSE provides central support, brand
support and marketing, training and, as necessary, consultancy services. The
local partner is responsible for local operational costs and business
development. TSE provides its agents with a standardised "Direction Manual"
which sets out the basis of corporate procedures and branding.
To date, TSE has appointed agents in the USA (Indianapolis), UK (London), South
Africa (Johannesburg), China (Beijing) and Denmark (Copenhagen). TSE retains a
fee of 25 per cent. of the gross revenue of the relevant agent. In addition, TSE
receives a further proportion of the net revenue for each contract which is
concluded based pro rata on the share of work to be undertaken between TSE in
Lausanne and the local agent. In due course, the Directors and Proposed
Directors intend to develop its international presence by appointing a further
10 to 15 TSE branded agents throughout Europe, Asia and Australasia.
Customers
TSE has worked with a significant number of international sports organisations,
cities and governments including the following:
International sports Governments Cities/other
organisations
International Olympic Committee Korean Olympic City of Copenhagen
(IOC) Committee
Union of European Football Government of Bahrain City of New York City of
Denver
Associations (UEFA) Government of Denmark Meteksan System
International Association of Government of Nigeria The University of
Athletics Federations (IAAF) Government of Austria Lausanne
International Rowing Federation Government of Ukraine The Centre for
(FISA) International
International Swimming Studies in Sport (CIES)
Federation (FINA) The University of
Klagenfurt
International Basketball
Federation (FIBA)
International Hockey Federation
(FIH)
International Archery Federation
(FITA)
World Air Sports Federation
(FIA)
TSE carries out work for its clients on a contractual basis. A number of clients
have renewable annual contracts while the remainder relate to a specific project
or service provided by TSE. The duration of consultancy services related to
bidding campaigns are dependant on the length of the campaign and generally vary
from 6 months to 3 years, depending on the timing of TSE's engagement.
Consultancy fees are calculated on an agreed charge out rate for the executive
time required on the project and are dependant upon the seniority of the
consultants to be engaged on the project.
TSE Development Strategy
TSE's business strategy is to become the leading specialist management
consultancy operating only in national and international sport. The Directors
and Proposed Directors intend to develop the international agency network
further over the next 3 years. The Directors and Proposed Directors believe that
the services of an experienced consultancy, such as TSE, with connections both
internationally and locally will continue to be in demand given the benefits to
host nations and cities provided by major sporting events and the competition
between individual sports events. The Directors and Proposed Directors intend to
develop TSE both organically and through selected acquisition of other
complementary businesses. In particular, the Directors and Proposed Directors
will consider extending TSE's business to provide event planning and management
services.
Proposed Change of Name
To reflect the Group's new strategy and to reinforce the TSE brand, on
completion of the Proposals the Directors propose to change the name of the
Company to TSE Group Plc. A special resolution to this effect will be proposed
at the EGM.
4. Selected Financial Information
Sandford's Audited Results for the Year Ended 31 March 2007
Sandford also announced today its audited results for the year ended 31 March
2007, which showed a profit before taxation of #122,770.
TSE's Historic Trading Record
Wilton is an intermediate holding company whose only asset is its wholly-owned
subsidiary TSE, which it acquired in September 2005. Set out below is a summary
of the audited results for TSE for the three years ended 31 December 2006. This
summary financial information has been extracted without material adjustment
from the Accountants' Report on TSE set out in the Document.
TSE - Audited Profit and Loss Account
Year ended 31 December
Swiss Francs (CHF) 2004 2005 2006
Turnover 816,229 904,188 1,653,022
Cost and expenses (791,317) (866,269) (1,411,451)
Operating profit before interest, tax, 24,912 37,919 241,571
depreciation and amortisation
Depreciation (8,155) (11,392) (11,598)
Operating profit before interest and tax 16,757 26,527 229,973
Net financing (costs)/ income (3,587) 6,091 (14,087)
Result before income taxation 13,170 32,618 215,886
Taxation (3,147) (7,614) (51,570)
Net income 10,023 25,004 164,316
Unaudited Pro Forma Statement of Net Assets for the Enlarged Group
Other than the Company's cash balances, prior to completion of the Acquisition,
the Company has no other assets. The summary below of the unaudited pro forma
statement of net assets has been extracted without material adjustment from the
Accountants' Report set out in the Document.
#'000 Sandford as Unaudited
at pro forma
31 March for the
2007 Enlarged
Audited Group
as at
31 March
2007
Fixed assets
Investments
Goodwill 2,061,871
Development costs
Tangible fixed and financial assets 22,672
2,084,543
Current assets
Debtors 12,631 170,153
Cash at bank and in hand 203,871 313,494
216,502 483,647
Creditors due within one year (54,553) (172,991)
Net current assets/(liabilities) 161,949 310,656
Total assets less current liabilities 161,949 2,395,199
Creditors due in more than one year (50,000) (250,000)
Net assets 111,949 2,145,199
Share capital and share premium 2,011,035 3,840,285
Shares to be issued 204,000
Profit and loss account (1,899,086) (1,899,086)
Equity shareholders' funds 111,949 2,145,199
The unaudited pro forma statement of net assets for the Enlarged Group as at 31
March 2007 is based on the audited balance sheet of Sandford as at 31 March 2007
as adjusted, for illustrative purposes, to show the effect of the Acquisition
and the placing by the Company as announced on 18 April 2007.
On 18 April 2007 the Company announced that it had placed 141,900,000 Ordinary
Shares with a number of investors at a price of 0.75 pence per Ordinary Share
which raised a total of #1,064,250 before expenses. The Company will finance the
cash payments due pursuant to the Acquisition Agreement from these internal cash
resources.
5. Summary of the Acquisition Agreement
Subject to the passing of Resolution 2 at the EGM, the Company will enter into
the Acquisition Agreement.
Pursuant to the Acquisition Agreement, the Company will, subject only to
Admission, acquire the entire issued share capital of Wilton in consideration
for (a) the allotment of the First Consideration Shares and payment of the First
Cash Consideration and (b) the allotment of the Second Consideration Shares and
the payment of the Second Cash Consideration in the following proportions:
(i) WIMG shall receive 70,000,000 New Ordinary Shares at Admission and the
payment of #500,000 in cash of which #118,493 will be utilised to satisfy
the First Inter Company Debt;
(ii) Robin Courage shall receive 10,000,000 New Ordinary Shares at Admission
and the payment of #125,000 in cash;
(iii) Lars Haue-Pedersen shall receive 10,000,000 New Ordinary Shares at
Admission and the payment of #125,000 in cash;
(iv) Robin Courage shall receive 4,000,000 New Ordinary Shares on each of the
first, second and third anniversaries of Admission, with a further
payment of #50,000 in cash on the second anniversary of Admission; and
(v) Lars Haue-Pedersen shall receive 4,000,000 New Ordinary Shares on each of
the first, second and third anniversaries of Admission, with a further
payment of #50,000 in cash on the second anniversary of Admission.
Under the terms of the Acquisition Agreement, and subject to the date upon which
he ceases to be employed, Mr Courage will only receive the consideration set out
in (iv) and (v) above (the "Consideration") if he is, at the time the
Consideration is payable, still employed by The Enlarged Group. The same
arrangements shall also apply to Mr Pedersen.
Furthermore, in the event that Mr Courage ceases to be so employed, subject to
the circumstances under which Mr Courage ceased to be employed, then he will
have to repay to the Company a proportion of the Consideration (including the
Consideration to be paid at Admission) already received. In such circumstances
Robin Courage will only be entitled to keep the Consideration in the proportion
of A/B where A is equal to 36 less the number of whole months from Admission
until the date of termination of his employment; and B is 36. The same
arrangement shall also apply to Mr Pedersen. In the case of Ordinary Shares to
be allotted as part of the Consideration, any such shares already allotted will
have to be sold through the broker of the Company, with the proceeds being paid
to the Company for the benefit of the Company, and all shares which are still to
be allotted will cease to be due.
The Acquisition Agreement, when entered into, will be conditional upon Admission
taking place on or before 31 August 2007.
The Acquisition Agreement contains various non-compete provisions which apply to
WIMG, the shareholders of WIMG (including Paul Foulger and Adam Reynolds), Robin
Courage and Lars Haue-Pedersen and also incorporates the warranties and
indemnities which have been given by each of WIMG, the shareholders of WIMG
(including Paul Foulger and Adam Reynolds), Robin Courage and Lars
Haue-Pedersen, under the terms of a Warranty Deed.
Furthermore, the Company has also agreed to repay on Completion, on behalf of
WICL (which will then be a wholly owned subsidiary immediately after
Completion), the First Inter Company Debt which is owed by Wilton. This will be
paid to WIMG as part of the #500,000 First Cash Consideration. Furthermore ,the
Company has also agreed to repay, or arrange for WICL to repay, the Continuing
Inter Company Debt which is also owed by Wilton to WIMG on or before the second
anniversary of Admission.
Further details of the Acquisition Agreement and the Warranty Deed are set out
in the Document.
6. Directors
Under the terms of the Acquisition Agreement, following Completion, the Proposed
Directors will be appointed as directors. The existing Directors will all remain
on the Board following completion. Following the aforesaid appointments, the
Board will comprise the following Directors:
Neil McClure, Non-Executive Chairman (aged 53)
Neil McClure qualified as a chartered accountant with Coopers and Lybrand and
then worked in corporate finance at Phillips & Drew before joining Saatchi &
Saatchi as corporate finance director in 1985. Subsequently he has been a
director of a number of publicly quoted companies, principally in the
advertising and marketing service industries and is currently a non-executive
chairman of Alan Brazil Leisure plc. Neil also currently advises a number of
private companies in the media and sports related industries. Neil Co-founded
Table Mountain Minerals plc (now Plectrum Petroleum plc) with Adam Reynolds from
which he as a director in July 2005.
Adam Reynolds, Executive Director (aged 45)
Adam began his career as a stockbroker in 1980, working first with Rowe Rudd and
then Jacobson & Townsley as a commission salesman. In 1983, he established the
London office of John Siddall & Son, becoming a director in 1987. In 1988, he
brokered the sale of that office to Branston & Gothard, where he headed up the
UK equity sales team that he had brought with him for the next five years. He
remained at Branston & Gothard as a UK equity salesman until 1998, when he
joined Basham & Coyle, a financial PR firm, as a director in charge of investor
relations, specialising in developing the PR strategies of smaller companies. In
February 2000, he established Hansard Group plc, a financial PR firm, listing it
on AIM in November 2000, before successfully leading a management buy-out of the
business in 2004 at which time Hansard group acquired a major division of
Energem Resources Inc. which changed its name to First Africa Oil plc. Adam is
also the chairman of International Brand Licensing plc, owners of the Admiral
sports clothing brand and a director of Wilton International Management Group
Limited.
Paul Andrew Peter Foulger, Finance Director (aged 37)
Paul has considerable public and private company experience, most recently
having acted as finance director in the reversal of First Africa Oil plc into
Financial Development Corporation plc. Paul previously worked in the publishing
industry with HarperCollins Publishers and subsequently became finance director
at Elsevier Science, a subsidiary of Reed Elsevier plc. He led a management
buy-out of previously quoted financial communications group Hansard in 2004, of
which he remains a director. He also consulted on the AIM listing of Table
Mountain Minerals plc in 2005 and its subsequent acquisition by Plectrum
Petroleum plc. In 2005, he became a director of Cielo Holdings plc, now called
Curidium Medica plc, and successfully completed an acquisition of Curidium
Limited in July 2006. His other directorships include International Brand
Licensing plc and Wilton International Management Group. Paul is a qualified
certified accountant and is currently completing his MBA at Warwick Business
School.
Robin Vandeleur Courage, Proposed Chief Executive (aged 62)
Robin began his career in advertising and later moved into television and film
production. In the early 1970s he acted as impresario to present major
international entertainment artistes in cabaret and on stage in London. In 1987
Robin joined The Rowland Company, a wholly-owned subsidiary of the Saatchi &
Saatchi Group. In 1994 he founded the sports marketing company, Atkinson
Courage, where he worked with his multinational clients to exploit their
sponsorships of major international events. He ran Atkinson Courage for seven
years prior to forming TSE. As the London-based Director of TSE, Robin focuses
on developing long-term strategic plans and near-term marketing programmes for
international sports federations and national and local governments. Robin is
also Chairman of Fundraising and a member of the Executive Council of
WheelPower, the governing body for wheelchair sport in the UK and owner of the
UK's national disability sports centre at Stoke Mandeville, the birthplace of
the Paralympic Games.
Lars Haue-Pedersen, Proposed Executive Director (aged 46)
Lars was born and grew up in Copenhagen, Denmark. He now lives in Lausanne,
Switzerland. Lars's background is as an economist and he gained an MSc in
economics from Odense University, Denmark. Lars was a sportsman who transferred
into sports administration and from 1991 to 1995 was Secretary General of the
Danish Volleyball Federation. In 1995 he joined the International Volleyball
Federation (FIVB) in Lausanne as Development Director. In 1999 he formed
Beaufort Sports Consulting SA, also based in Lausanne. He co-founded TSE in
2001, where he remains as the Director in charge of the Lausanne head office. In
addition to managing the international growth of the company Lars provides
consulting services to major international sports organisations. He develops
management training courses for sports organisations and event owners, and works
extensively with national and regional governments involved in bidding for and/
or staging major sports events. Lars is an external lecturer in sport management
and sport economics at Copenhagen Business School and is an external lecturer at
a number of European universities including Klagenfurt (Austria), Lausanne
(Switzerland), St Petersburg (Russia) and Neuchatel (Switzerland).
7. Related Party Transaction and Section 320 Approval
As described above, Adam Reynolds and Paul Foulger, directors of the Company,
are also shareholders and directors of Wilton International Management Group, a
Vendor of Wilton. Accordingly, pursuant to the AIM Rules the acquisition of
Wilton is being treated as a related party transaction. As further set out in
the recommendation below, the Independent Director considers, having consulted
with the Company's Nominated Adviser, that the terms of the Acquisition are fair
and reasonable insofar as the Shareholders are concerned. In addition, as a
consequence of their interest in WIMG, Adam Reynolds and Paul Foulger are also
being treated as members of the Concert Party for the purposes of the City Code.
Accordingly the recommendation below has been provided only by Neil McClure, the
Independent Director.
As both Paul Foulger and Adam Reynolds are directors of the Company and
directors and shareholders of WIMG, Section 320 of the Act also applies to the
Acquisition as this transaction would amount to a substantial property
transaction involving a director of the Company. To this end, Section 320
provides that no agreement can be entered into by the Company with WIMG without
the prior approval of the Shareholders. The Company will seek this approval at
the EGM, at which the Shareholders will be asked inter alia to approve the
entering into of the Acquisition Agreement.
8. The City Code
The Investment gives rise to certain considerations under the City Code.
The City Code is issued and administered by the Panel. The City Code applies to
all takeovers and merger transactions, however effected, where the offeree
company is, inter alia, a public company with its registered office in the UK
and whose place of central management and control is in the UK. Sandford is such
a company and its Shareholders are entitled to the protections afforded by the
City Code.
Under Rule 9 of the City Code ("Rule 9") when (a) any person acquires, whether
by a series of transactions over a period of time or not, an interest in shares
which (taken together with shares in which persons acting in concert with him
are interested) carry 30 per cent. or more of the voting rights of a company; or
(b) any person, together with persons acting in concert with him, is interested
in shares which in the aggregate carry not less than 30 per cent. of the voting
rights of a company but does not hold shares carrying more than 50 per cent. of
such voting rights and such person, or any person acting in concert with him,
acquires an interest in any other shares which increases the percentage of
shares carrying voting rights in which he is interested, then such person shall
extend offers, on the basis set out in Rules 9.3, 9.4 and 9.5 of the City Code,
to the holders of any class of security whether voting or non-voting and also to
the holders of any other class of transferable securities carrying voting
rights.
An offer under Rule 9 must be in cash and at the highest price paid within the
preceding twelve months for any shares in the company by the person required to
make the offer or any person acting in concert with him.
The Panel has deemed the Concert Party to be acting in concert for the purposes
of the City Code.
Adam Reynolds and Paul Foulger, who are Directors of the Company, are also
shareholders and directors of Wilton International Management Group which is one
of the Vendors. Adam Reynolds and Paul Foulger each own 42,500,000 Existing
Ordinary Shares which they subscribed for on 27 March 2007 pursuant to the issue
of new Ordinary Shares by the Company (as approved by Shareholders at the
extraordinary general meeting of the Company held on 26 March 2007 (the "March
EGM") and on 17 April 2007 pursuant to a placing of new Ordinary Shares as
announced on 18 April 2007.
In addition, Adam Reynolds and Paul Foulger are the only executive directors of
Boldwood and in aggregate are interested in 36.13 per cent. of Boldwood's
current issued share capital. Boldwood, through its wholly owned subsidiary
Hansard, owns a further 113,333,333 Existing Ordinary Shares which Hansard
acquired on 27 March 2007 pursuant to the issue of new Ordinary Shares by the
Company (as approved by Shareholders at the March EGM) and on 17 April 2007
pursuant to a placing of new Ordinary Shares as announced on 18 April 2007.
Messrs Reynolds and Foulger effectively control the Board of Boldwood and the
day-to-day running of Boldwood and Hansard and are able to instruct Hansard to
vote on its holding of Existing Ordinary Shares in accordance with their
instructions without recourse to the other Boldwood shareholders or the Board of
Boldwood.
Accordingly, for the purposes of the Waiver described further below, Adam
Reynolds, Paul Foulger and Hansard are being treated as members of the Concert
Party. Other than Adam Reynolds, Paul Foulger and Hansard's interest in the
share capital of the Company, no other member of the Concert Party currently has
any interests, rights to subscribe or short positions in the share capital of
the Company.
On completion of the Acquisition, the Concert Party will hold 288,333,333
Ordinary Shares in aggregate, representing approximately 49.38 per cent. of the
First Enlarged Issued Share Capital. Following the issue of the maximum number
of Second Consideration Shares on the first, second and third anniversaries of
Admission, the Concert Party will hold 312,333,333 Ordinary Shares in aggregate,
representing approximately 51.38 per cent. of the Second Enlarged Issued Share
Capital. The shareholdings of each member of the Concert Party immediately
following completion of the Acquisition and following the issue of the Second
Consideration Shares are set out in Table 1 below:
Table 1
Concert Party Current First Holding of Percentage Second Holding of Percentage
holding of Consideration Ordinary of First Consideration Ordinary of Second
Ordinary Shares Shares and Enlarged Shares Shares, First Enlarged
Shares First Ordinary Consideration Ordinary
Consideration Share Shares and Share
Shares Capital on Second Capital
Completion Consideration following
Shares Completion
WIMG 0 70,000,000 70,000,000 11.99% 0 70,000,000 11.52%
Robin Courage 0 10,000,000 10,000,000 1.71% 12,000,000 22,000,000 3.62%
Lars Haue-Pedersen 0 10,000,000 10,000,000 1.71% 12,000,000 22,000,000 3.62%
Adam Reynolds 42,500,000 0 42,500,000 7.28% 0 42,500,000 6.99%
Paul Foulger 42,500,000 0 42,500,000 7.28% 0 42,500,000 6.99%
Ian Ainscow 0 0 0 n.a. 0 0 n.a.
David Keen 0 0 0 n.a. 0 0 n.a.
Norah Turnbull 0 0 0 n.a. 0 0 n.a.
Hansard 113,333,333 0 113,333,333 19.41% 0 113,333,333 18.64%
Total 198,333,333 90,000,000 288,333,333 49.38% 24,000,000 312,333,333 51.38%
Notes
(i) Adam Reynolds, Paul Foulger, Ian Ainscow and David Keen are all shareholders
of WIMG, one of the Vendors of Wilton.
(ii) Adam Reynolds and Paul Foulger are both shareholders and executive
directors of Boldwood which owns the entire issued share capital of
Hansard.
(iii) The interests are shown before the distribution by WIMG of its holding of
70,000,000 Ordinary Shares to its shareholders as described in the
Document.
(iv) David Keen has agreed to transfer up to 7,970,648 Ordinary Shares to Norah
Turnbull immediately following a distribution by WIMG of its entire
holding of Ordinary Shares to the WIMG Shareholders.
Following Completion of the Proposals, the directors of WIMG intend to wind up
WIMG pursuant to which, inter alia, any Ordinary Shares then held by WIMG would
be distributed to the shareholders of WIMG pro rata to their percentage
shareholding in WIMG. Should such a distribution occur and on the basis that
there are no changes to the shareholdings of WIMG, then the shareholdings of
each member of the Concert Party immediately following completion of the
Acquisition, the issue of the Second Consideration Shares and the distribution
by WIMG of its entire shareholding in the Company to the WIMG Shareholders, will
be as set out in Table 2 below:
Table 2
Concert Party Current First Holding of Percentage Second Holding of Percentage
holding of Consideration Ordinary of First Consideration Ordinary of Second
Ordinary Shares Shares and Enlarged Shares Shares, First Enlarged
Shares First Ordinary Consideration Ordinary
Consideration Share Shares and Share
Shares Capital on Second Capital
Completion Consideration following
Shares Completion
WIMG n.a n.a n.a n.a n.a n.a n.a
Robin Courage 0 10,000,000 10,000,000 1.71% 12,000,000 22,000,000 3.62%
Lars Haue-Pedersen 0 10,000,000 10,000,000 1.71% 12,000,000 22,000,000 3.62%
Adam Reynolds 42,500,000 15,941,295 58,441,295 10.01% 0 58,441,295 9.61%
Paul Foulger 42,500,000 15,941,296 58,441,296 10.01% 0 58,441,296 9.61%
Ian Ainscow 0 6,234,818 6,234,818 1.07% 0 6,234,818 1.03%
David Keen 0 23,911,943 23,911,943 4.10% 0 23,911,943 3.93%
Norah Turnbull 0 7,970,648 7,970,648 1.37% 0 7,970,648 1.31%
Hansard 113,333,333 0 113,333,333 19.41% 0 113,333,333 18.64%
Total 198,333,333 90,000,000 288,333,333 49.38% 24,000,000 312,333,333 51.38%
Notes
(i) Adam Reynolds, Paul Foulger, Ian Ainscow and David Keen are all shareholders
of WIMG, one of the Vendors of Wilton. The interests of each of the WIMG
Shareholders shown above assumes that WIMG distributes its entire holding of
Ordinary Shares to the WIMG Shareholders in proportion to their current
shareholding in WIMG.
(ii) Adam Reynolds and Paul Foulger are both shareholders and executive
directors of Boldwood which owns the entire issued share capital of
Hansard.
(iii) David Keen has agreed to transfer up to 7,970,648 Ordinary Shares to Norah
Turnbull immediately following a distribution by WIMG of its entire
holding of Ordinary Shares to the WIMG Shareholders.
Under the terms of the Acquisition Agreement Robin Courage, and subject to the
date on which he ceases to be employed, will only receive, inter alia, the
Second Consideration Shares if he is, at the time the Second Consideration
Shares are due, still employed by the Enlarged Group. The same arrangement shall
also apply to Lars Haue-Pedersen.
Furthermore, in the event that Robin Courage ceases to be so employed, subject
to the circumstances under which Mr. Courage ceased to be employed, then he will
have to repay to the Company a proportion of the First Consideration Shares
already received. In such circumstances Robin Courage will only be entitled to
keep such number of First Consideration Shares received in the proportion of A/B
where: A is equal to 36 less the number of whole months from Admission until the
date of termination of his employment; and B is 36. The same arrangement shall
also apply to Lars Haue-Pedersen.
Any such First Consideration Shares subject to this claw-back by the Company,
will be sold through the broker of the Company, with the proceeds being paid to
the Company for the benefit of the Company, and all Second Consideration Shares
which are still to be allotted will cease to be due.
Accordingly, on completion of the Acquisition, and assuming the maximum number
of First Consideration Shares subject to claw-back as described above are
returned by Robin Courage and Lars Haue-Pedersen to the Company and that no
Second Consideration Shares are thereafter issued, the Concert Party will hold
268,333,333 new Ordinary Shares in aggregate, representing approximately 45.96
per cent. of the First Enlarged Issued Share Capital and, as no Second
Consideration Shares would be issued thereafter, representing approximately
45.96 per cent. of the Second Enlarged Issued Share Capital.
In such circumstances and following the distribution by WIMG of its entire
shareholding in the Company to the WIMG Shareholders, the shareholdings of each
member of the Concert Party will be as set out in Table 3 below:
Table 3
Concert Party Current First Holding of Percentage
holding of Consideration Ordinary of First
Ordinary Shares Shares and and Second
Shares First Enlarged
Consideration Ordinary
Shares Share
Capital on
Completion
WIMG n.a n.a n.a n.a
Robin Courage 0 0 0 0.00%
Lars Haue-Pedersen 0 0 0 0.00%
Adam Reynolds 42,500,000 15,941,295 58,441,295 10.01%
Paul Foulger 42,500,000 15,941,296 58,441,296 10.01%
Ian Ainscow 0 6,234,818 6,234,818 1.07%
David Keen 0 23,911,943 23,911,943 4.10%
Norah Turnbull 0 7,970,648 7,970,648 1.37%
Hansard 113,333,333 0 113,333,333 19.41%
Total 198,333,333 70,000,000 268,333,333 45.96%
Notes
(i) Adam Reynolds, Paul Foulger, Ian Ainscow and David Keen are all shareholders
of WIMG, one of the Vendors of Wilton. The interests of each of the WIMG
Shareholders shown above assumes that WIMG distributes its entire holding of
Ordinary Shares to the WIMG Shareholders in proportion to their current
shareholding in WIMG.
(ii) Adam Reynolds and Paul Foulger are both shareholders and executive
directors of Boldwood which owns the entire issued share capital of
Hansard.
(iii) David Keen has agreed to transfer up to 7,970,648 Ordinary Shares to Norah
Turnbull immediately following a distribution by WIMG of its entire
holding of Ordinary Shares to the WIMG Shareholders.
Neil McClure has an option to purchase from Hansard up to 8,800,000 Existing
Ordinary Shares at a purchase price of 0.1p per Existing Ordinary Share at any
time during the period ending on the 27 March 2010 (the "Purchase Option").
Accordingly, on completion of the Acquisition and assuming the maximum number of
First Consideration Shares subject to claw-back as described above are returned
by Robin Courage and Lars Haue-Pedersen to the Company and no Second
Consideration Shares are thereafter issued and the exercise in full by Neil
McClure of the Purchase Option, the Concert Party will hold 259,533,333 new
Ordinary Shares in aggregate, representing approximately 44.45 per cent. of the
First Enlarged Issued Share Capital and as no Second Consideration Shares would
be issued thereafter, representing approximately 44.45 per cent. of the Second
Enlarged Issued Share Capital.
In such circumstances and following the distribution by WIMG of its entire
shareholding in the Company to the WIMG Shareholders, the shareholdings of each
member of the Concert Party will be as set out in Table 4 below:
Table 4
Concert Party Current First Holding of Percentage Second Holding of Percentage
holding of Consideration Ordinary of First Consideration Ordinary of Second
Ordinary Shares Shares and Enlarged Shares Shares, First Enlarged
Shares First Ordinary Consideration Ordinary
Consideration Share Shares and Share
Shares Capital on Second Capital
Completion Consideration following
Shares Completion
WIMG n.a n.a n.a n.a n.a n.a n.a
Robin Courage 0 0 0 0.00% 0 0 0.00%
Lars Haue-Pedersen 0 0 0 0.00% 0 0 0.00%
Adam Reynolds 42,500,000 15,941,295 58,441,295 10.01% 0 58,441,295 10.01%
Paul Foulger 42,500,000 15,941,296 58,441,296 10.01% 0 58,441,296 10.01%
Ian Ainscow 0 6,234,818 6,234,818 1.07% 0 6,234,818 1.07%
David Keen 0 23,911,943 23,911,943 4.10% 0 23,911,943 4.10%
Norah Turnbull 0 7,970,648 7,970,648 1.37% 0 7,970,648 1.37%
Hansard 113,333,333 0 113,333,333 19.41% (8,800,000) 104,533,333 17.90%
Total 198,333,333 70,000,000 268,333,333 45.96% (8,800,000) 259,533,333 44.45%
Notes
(i) Adam Reynolds, Paul Foulger, Ian Ainscow and David Keen are all shareholders
of WIMG, one of the Vendors of Wilton. The interests of each of the WIMG
Shareholders shown above assumes that WIMG distributes its entire holding of
Ordinary Shares to the WIMG Shareholders in proportion to their current
shareholding in WIMG.
(ii) Adam Reynolds and Paul Foulger are both shareholders and executive
directors of Boldwood which owns the entire issued share capital of
Hansard.
(iii) David Keen has agreed to transfer up to 7,970,648 Ordinary Shares to Norah
Turnbull immediately following a distribution by WIMG of its entire
holding of Ordinary Shares to the WIMG Shareholders.
Further information on the members of the Concert Party is set out in the
Document.
Accordingly, the issue of New Ordinary Shares to the Concert Party on completion
of the Acquisition would normally give rise to an obligation on the Concert
Party to make a Rule 9 offer to Shareholders immediately before the Proposals
are implemented.
The Panel has agreed, however, to waive this obligation on the Concert Party to
make a general offer to all Shareholders that would otherwise arise as a result
of the Proposals subject to the passing on a poll by the Independent
Shareholders (who for the avoidance of doubt do not include members of the
Concert Party) of Resolution 1 set out in the Notice of Extraordinary General
Meeting at the end of the Document.
Following completion of the Acquisition and the issue of the maximum number of
Second Consideration Shares, the Concert Party will own or control 50 per cent.
or more of the Second Enlarged Issued Share Capital of the Company and
accordingly, under the City Code, whilst they continue to be treated as acting
in concert, each member would ordinarily be able to increase further their
respective percentage shareholding in the voting rights of the Company without
incurring an obligation under Rule 9 to make a general offer to Shareholders to
acquire the entire issued share capital of the Company. However, there could be
certain circumstances as described above and illustrated in Tables 3 and 4 in
which the Concert Party may not own or control 50 per cent. or more of the
Second Enlarged Share Capital and each member of the Concert Party has
undertaken only to acquire any further Ordinary Shares in strict accordance with
the Rules of the City Code. In addition, individual members of the Concert Party
will not be able to increase their percentage shareholding without the consent
of the Panel.
As described above, Adam Reynolds and Paul Foulger each currently own 42,500,000
Existing Ordinary Shares. In addition, Adam Reynolds and Paul Foulger are
shareholders and directors of Boldwood which, through its wholly owned
subsidiary Hansard, owns a further 113,333,333 Existing Ordinary Shares. Other
than Adam Reynolds, Paul Foulger and Hansard's interest in the share capital of
the Company, no other member of the Concert Party has had any interest in
securities of the Company in the 12 months preceding the date of this
Announcement. The Rule 9 Waiver will be invalid if any member of the Concert
Party acquires an interest in securities of the Company in the period between
the date of this Announcement and the EGM. Accordingly, each member of the
Concert Party has undertaken to the Company that he will not acquire an interest
in securities in the Company during such period.
The Independent Director has irrevocably committed to the Concert Party to vote
in favour of the Resolutions to be proposed at the EGM. The Independent Director
has an aggregate holding of 83,333 Ordinary Shares representing approximately
0.02 per cent. of the Existing Ordinary Shares.
9. Lock-in Arrangements
Vendor Lock-in Arrangements
Each of the Vendors and the WIMG Shareholders, who at Admission will be regarded
as being interested in aggregate in 288,333,333 Ordinary Shares, representing
49.38 per cent. of the First Enlarged Issued Share Capital (and on allotment of
the maximum number of Second Consideration Shares as being interested in
aggregate in 312,333,333 Ordinary Shares, representing 51.38 per cent. of the
Second Enlarged Issued Share Capital), have under the terms of the Wilton
Lock-In Agreements undertaken to the Company and Beaumont Cornish that (and
subject to the exceptions permitted by the AIM Rules) they will not dispose of
any interest in Ordinary Shares as set out below:
WIMG
Subject to the exceptions permitted by the AIM Rules and as set out below, WIMG
will not dispose of any interest in the Ordinary Shares for a period of 12
months from Admission. During the period of one year following the first
anniversary of Admission, WIMG will only sell or dispose of any interest in the
Ordinary Shares through Sandford's broker (or with the broker's prior consent, a
third party broker nominated by WIMG) from time to time so as to allow the
maintenance of an orderly market in Sandford's Ordinary Shares.
Paul Foulger, Adam Reynolds and Hansard
Subject to the exceptions permitted by the AIM Rules and as set out below, each
of Paul Foulger, Adam Reynolds and Hansard will not dispose of any interest in
the Ordinary Shares which they are currently interested in, or which Paul
Foulger and Adam Reynolds become interested in by virtue of their shareholding
in WIMG, for a period of 12 months from Admission. During the period of one year
following the first anniversary of Admission, each of Paul Foulger, Adam
Reynolds and Hansard will only sell or dispose of any interest in the Ordinary
Shares through Sandford's broker (or with the broker's prior consent, a third
party broker nominated by each of Paul Foulger, Adam Reynolds or Hansard) from
time to time so as to allow the maintenance of an orderly market in Sandford's
Ordinary Shares.
Ian Ainscow, David Keen and Norah Betty Turnbull
Subject to the exceptions permitted by the AIM Rules and as set out below, each
of Messrs Ainscow and Keen and Norah Betty Turnbull will not dispose of any
interest in any Ordinary Shares they become interested in by virtue of their
interest in WIMG:
(i) For a period of four months following admission of the enlarged ordinary
share capital to AIM ("Admission"); and
(ii) in respect of David Keen and Norah Betty Turnbull only, thereafter until
the publication by Sandford of its audited results for the nine month
period ending 31 December 2007 or 30 June 2008, whichever is the earlier,
without the prior written consent of Beaumont Cornish.
Robin Courage and Lars Haue-Pedersen
Subject to the exceptions permitted by the AIM Rules and as set out below,
Messrs Courage and Haue-Pedersen will not dispose of any Ordinary Shares for a
period of 36 months from Admission. During the period of one year following the
third anniversary of Admission, Messrs Courage and Haue-Pedersen will only sell
or dispose of any interest in Ordinary Shares through Sandford's broker (or with
the broker's prior consent, a third party broker nominated by Messrs Courage and
Haue- Pedersen) from time to time so as to allow the maintenance of an orderly
market in Sandford's Ordinary Shares.
Lock-ins Agreements Exemptions
The Lock-in agreements described above shall not apply to a disposal made:
(a) In acceptance of a general offer for the whole of the issued equity share
capital of Sandford (other than any equity share capital held by or
committed to the offeror and/or persons acting in concert with the offeror)
made in accordance with the City Code or the provision of an irrevocable
undertaking to accept such an offer; or
(b) pursuant to any compromise or arrangement under Section 425 of the Act
providing for the acquisition by any person (or group of persons acting in
concert) of 50 per cent. or more of the equity share capital of the Company
and which compromise or arrangement has been sanctioned by the courts;
(c) under any scheme or reconstruction under Section 110 of the Insolvency Act
1986 in relation to Sandford;
(d) by the personal representatives of the covenantor if the covenantor shall
die during the period of such restrictions provided that the sale of any
shares in Sandford by such personal representatives pursuant to this
sub-clause during such period shall be effected in accordance with the
reasonable requirements of Sandford so as to ensure an orderly market for
the issued share capital of Sandford; or
(e) pursuant to any sale or transfer required by an order made by a court with
competent jurisdiction.
In addition, the WIMG Lock-in Agreement will not apply to any disposal by WIMG
with the prior written consent of Beaumont Cornish or pursuant to any scheme or
reconstruction under Section110 of the Insolvency Act 1986 and distribution of
it assets to its shareholders, provided that WIMG procures that the WIMG
Shareholders enter into the Lock-in agreements described in paragraph 10.1
above.
11. Current Trading and Prospects
As disclosed in the audited results of the Company for the year ended 31 March
2007, the Company has not traded since it disposed of MSUK on 3 July 2006.
TSE continues to develop its international client base as its new international
agency network is expanded. In July 2007 TSE entered into a third party agency
agreement with a Copenhagen based agent which will provide the Company with a
presence in Denmark. In the current year TSE has secured new public sector
clients in North America, including the cities of Philadelphia and Denver. In
May 2007 TSE advised the bidding committee from the Poland and Ukraine Football
Associations on their successful bid to host the European Football Championships
in 2012. TSE is currently trading in line with budget and the Directors and
Proposed Directors are confident about its prospects for the remainder of the
year.
12. Admission to AIM and dealings
The Acquisition will constitute a "reverse-takeover" under the AIM Rules and is
therefore dependant upon the approval of the Shareholders being given at the
EGM, details of which are set out below. Application will be made for the
Ordinary Shares and the First Consideration Shares to be admitted to trading on
AIM and it is anticipated that Admission will become effective and that trading
in the First Enlarged Ordinary Share Capital on AIM will commence on the trading
day following the EGM, namely 21 August 2007.
13. Extraordinary General Meeting
A notice convening the EGM and proposing the resolutions set out below is set
out at the end of the Document. The EGM will be held at the offices of Fasken
Martineau Stringer Saul LLP at 10.30 a.m. on 20 August 2007 at which resolutions
will be proposed as follows:
(i) Resolution 1, an ordinary resolution to approve the waiver of the
obligations on the Concert Party (or any member of it) to make a general
offer to Shareholders pursuant to Rule 9 of the City Code in the event of
the issue of New Ordinary Shares to the Concert Party on completion of the
Acquisition (subject to Independent Shareholders approval by voting on
a poll);
(ii) Resolution 2, conditional upon Resolution 1, an ordinary resolution to
approve the entering into of the Acquisition Agreement for the purposes of
Section 320 of the Act;
(iii) Resolution 3, conditional upon Resolutions 1 and 2, which will be proposed
as an ordinary resolution, to renew the authority of the Directors to
issue New Ordinary Shares in the capital of the Company pursuant to
section 80 of the Act;
(iv) Resolution 4, conditional upon Resolutions 1, 2 and 3, which will be
proposed as a special resolution, to dis-apply the statutory pre-emption
rights contained in section 89(1) of the Act in the circumstances specified
in the resolution; and
(v) Resolution 5, conditional upon Resolutions 1, 2, 3 and 4 to change the name
of the Company to TSE Group plc.
14. Recommendation
As Adam Reynolds and Paul Foulger are also shareholders of WIMG (one of the
Vendors), both Adam Reynolds and Paul Foulger are being treated as members of
the Concert Party. Accordingly, the recommendation is provided by the
Independent Director only.
The Independent Director, having been so advised by Beaumont Cornish, considers
that the Proposals, including the Acquisition and the waiver granted by the
Panel of the obligation by the Concert Party (or any member of it) to make a
general offer to Shareholders pursuant to Rule 9 of the City Code on completion
of the Acquisition and the issue of the New Ordinary Shares to the Concert
Party, to be fair and reasonable and in the best interests of the Company and
the Shareholders as a whole. In providing its advice, Beaumont Cornish has taken
into account the commercial assessment of the Independent Director.
The Independent Director has irrevocably committed to the Concert Party to vote
in favour of the Resolutions to be proposed at the EGM set out in the Notice of
EGM contained in the Document.
The Independent Director has an aggregate holding of 83,333 Ordinary Shares
representing approximately 0.02 per cent. of the Existing Ordinary Shares.
The Independent Director therefore recommends to Shareholders to vote in favour
of the Resolutions as he has irrevocably agreed to do in respect of his own
beneficial holdings of Ordinary Shares referred to above.
Enquiries:
Sandford plc
Paul Foulger Tel: 0207 245 1100
Beaumont Cornish Limited
Michael Cornish Tel: 0207 628 3396
Roland Cornish
APPENDIX A
DEFINITIONS
THE FOLLOWING DEFINITIONS APPLY THROUGHOUT THIS ANNOUNCEMENT UNLESS THE CONTEXT
OTHERWISE REQUIRES:
"Acquisition" the proposed acquisition by the Company of the
whole of the issued share capital of Wilton
"Acquisition Agreement" the conditional agreement between WIMG (1), Robin
Courage (2), Lars Haue-Pedersen (3), the WIMG
Shareholders (4) and Sandford (5) relating to the
Acquisition, a summary of the principal terms of
which is set out in paragraph 11.1.25 of Part 8 of
the Document
"Acquisition Shares" the ordinary shares and the B ordinary shares in
the capital of Wilton to be acquired by Sandford
pursuant to the Acquisition Agreement
"Accountants' Reports" the reports on the financial information relating
to the Company, Wilton and TSE prepared by
Kingston Smith
"Act" the Companies Act 1985 (as amended)
"Admission" the admission of the First Enlarged Issued Share
Capital to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules
"AIM" the AIM Market of the London Stock Exchange
"AIM Rules" the rules for AIM Companies and their Nominated
Advisers issued by the London Stock Exchange from
time to time
"Articles" the articles of association of the Company
"Beaumont Cornish" Beaumont Cornish Limited, a company registered in
England and Wales with registered number 03311393
"Boldwood" Boldwood Limited, a company registered in England
and Wales with registered number 05232587
"Cash Consideration" the First Cash Consideration and the Second Cash
Consideration
"City Code" the City Code on Takeover and Mergers
"Combined Code" the Principles of Good Governance and Code of Best
Practice published in June 2006 by the Financial
Reporting Council
"Company" or "Sandford" Sandford Plc, a company registered in England and
Wales with registered number 5353387
"Completion" completion of the Proposals
"Concert Party" as defined in Part 3 of the Document
"Consideration Shares" the First Consideration Shares and the Second
Consideration Shares
"Continuing Inter #100,000 which will remain owing by Wilton to WIMG
Company Debt" and which is to be repaid as part of the Second
Cash Consideration, as set out in paragraph
11.1.25 of Part 8 of the Document
"Directors" or "Board" the directors of the Company at the date of this
Announcement
"Document" the admission document dated 27 July 2007
"EGM" or "Extraordinary the extraordinary general meeting of the Company
General Meeting" to be held on 20 August 2007 at 10.30 a.m. (or any
adjournment thereof), notice of which is set out
at the end of the Document
"Enlarged Group" Sandford, Wilton and TSE and any of their
subsidiaries as at the date of Admission
"Enlarged Ordinary Share the entire issued share capital of the Company as
Capital" enlarged by the First Consideration Shares
"Existing Ordinary Share the entire issued ordinary share capital of the
Capital" Company as at the date of the Document
"Existing Ordinary the 493,900,000 issued Ordinary Shares at the date
Shares" of the Document
"First Cash #750,000
Consideration"
"First Inter Company #118,493 owed by Wilton to WIMG to be repaid by
Debt" the Company, for and on behalf of Wilton, on
Completion by WIMG applying #118,493 of the First
Cash Consideration to such repayment
"First Consideration the New Ordinary Shares to be issued to the
Shares" Vendors on completion of the Acquisition
"First Enlarged Share the issued ordinary share capital of the Company
Capital" on Admission, comprising the Existing Ordinary
Shares and the First Consideration Shares
"Form of Proxy" the blue form of proxy to be used by holders of
Existing Ordinary Shares in connection with the
EGM
"FSA" the Financial Services Authority
"FSMA" the Financial Services and Markets Act 2000 (as
amended)
"Group" the Company and, prior to the sale of MSUK, its
subsidiaries including but not limited to MSUK
"Hansard" Hansard Communications.com Limited, a company
registered in England and Wales with registered
number 03928022
"Hansard Lock-in the lock-in agreement as set out in paragraph
Agreement" 11.2.3 of Part 8 of the Document
"Independent Director" Neil McClure
"Independent those shareholders entitled to vote on Resolution
Shareholders" 1 pursuant to paragraph 2(d) of Appendix 1 of the
City Code
"London Stock Exchange" London Stock Exchange plc
or "Exchange"
"MSUK" means Media Steps (UK) Limited, a company
registered in England and Wales with registered
number 4880448, the former subsidiary of the
Company
"New Ordinary Shares" the 90,000,000 new Ordinary Shares
"New Warrant Instrument" means the deed poll dated 26 July 2007 creating
the New Warrants and setting out the terms and
conditions of the exercise of the New Warrants
"New Warrants" warrants to subscribe for New Ordinary Shares
granted to Beaumont Cornish (subject to
Admission), details of which are set out in
Paragraph 8.2 of Part 8 of the Document
"Notice of Extraordinary the notice of Extraordinary General Meeting at the
General Meeting" end of the Document
"Official List" the official list of the UKLA
"Ordinary Shares" the ordinary shares of 0.1 pence each in the share
capital of the Company at the date of the Document
"Original Admission" the admission of the share capital of the Company
to AIM which took place on 24 June 2005
"Panel" the Panel on Takeovers and Mergers, the regulatory
body which administers the City Code
"Proposals" the Acquisition, the Admission, the Resolutions
and the Rule 9 Waiver
"Proposed Directors" Robin Courage and Lars Haue-Pedersen
"Prospectus Rules" the rules made by the FSA pursuant to sections
734A(1) and (3) of FSMA, as defined in section 417
(1) of FSMA
"Purchase Option" the option granted by Hansard to Neil McClure to
acquire up to 8,800,000 Ordinary Shares, details
of which are set out in paragraph 11.2.2 of Part 8
of the Document
"Resolutions" the resolutions set out in the notice of EGM at
the end of the Document and 'Resolution' shall
mean any one of them as appropriate
"Second Cash #200,000 of which #100,000 is payable to the
Consideration" Proposed Directors and #100,000 is payable to WIMG
in repayment of the Continuing Inter Company Debt
"Second Consideration up to 24,000,000 new Ordinary Shares which may be
Shares" issued and allotted to the Proposed Directors
"Second Enlarged Share the Existing Ordinary Shares, the First
Capital" Consideration Shares and the Second Consideration
Shares
"Shareholders" or holders of Existing Ordinary Shares
"Members"
"Share Option Plan" the Sandford Share Option Plan, details of which
are set out in paragraph 9 of Part 8 of the
Document
"Subscribers" the subscribers to the Subscription Agreement as
nominated by Hansard comprising Hansard, Adam
Reynolds, Paul Foulger, Graham Chambers, Paul
Lister, Penelope Horne, David Newton, Palan
Settlements, Benjamin Simons and Andrew Tan
"Subscription Agreement" the subscription agreement entered into on 20
December 2006 between Hansard (1) and the Company
(2)
"Subscriber Lock-In the lock-in agreements between the Company (1)
Agreements" Beaumont Cornish (2) and each of the Subscribers
(3) as set out in paragraph 11.1.22 of Part 8 of
the Document
"TSE" TSE Consulting S.A. a Swiss stock company (societe
anonyme), a wholly-owned subsidiary of Wilton
"UK" the United Kingdom of Great Britain and Northern
Ireland
"UKLA" the FSA acting in its capacity as the competent
authority for the purposes of Part 8 of FSMA
"Vendors" Wilton International Management Group and the
Proposed Directors
"Waiver" the conditional waiver by the Panel of the
obligation of the Concert Party that may otherwise
arise under 'Rule 9' of the City Code to make a
mandatory cash offer for the issued Ordinary
Shares not already owned by the Concert Party on
Completion
"Warrant Holder" Neil James McClure, the holder of the Warrants
"Warrant Instrument" the deed poll dated 28 February 2007 creating the
Warrants and setting out the terms and conditions
of the exercise of the Warrants
"Warrants" warrants to subscribe for Ordinary Shares, full
details of which are set out in paragraph 8 of
Part 8 of the Document
"Wilton" or "WICL" Wilton International Consulting Limited, a company
registered in England and Wales with registered
number 05504412, a wholly owned subsidiary of WIMG
"Wilton Lock-in the lock-in agreements as set out in paragraph 10
Agreements" of Part 1 and paragraph 11.1.28 of Part 8 of the
Document
"WIMG" or "Wilton Wilton International Management Group Limited, a
International Management company registered in England and Wales with
Group" registered number 05416550
"WIMG Shareholders" Adam Reynolds, Paul Foulger, David Keen and Ian
Ainscow
APPENDIX B
MARKET STATISTICS
Number of Existing Ordinary Shares 493,900,000
Number of First Consideration Shares to be issued 90,000,000
pursuant to the terms of the Acquisition Agreement
Total number of Ordinary Shares in issue following the 583,900,000
issue of the First
Consideration Shares ("First Enlarged Share Capital")
Percentage of the First Enlarged Ordinary Share 15.41 per cent.
Capital represented by the First Consideration Shares
Percentage of the First Enlarged Ordinary Share 71.05 per cent.
Capital not in public hands
Maximum number of Second Consideration Shares to be 24,000,000
issued pursuant to the terms of the Acquisition
Agreement
Total number of Ordinary Shares following the issue of 607,900,000
the Second Consideration Shares ("Second Enlarged
Share Capital")
Percentage of the Second Enlarged Ordinary Share 18.75 per cent.
Capital represented by the Consideration Shares
AIM Ticker Symbol SFD
ISIN for the Ordinary Shares GB00B0BFPD14
APPENDIX C
FURTHER INFORMATION GIVEN IN ACCORDANCE WITH THE AIM RULES CONCERNING THE
PROPOSED DIRECTORS
Each of Robin Courage and Lars Haue-Pedersen has the following service
agreements in place:
On 26 July 2007 Robin Courage entered into a service agreement with TSE, which
took effect from 2 September 2005. He was appointed as an executive director of
TSE and the Company under this service agreement. The appointment will continue
indefinitely and is terminable by either party on three months' notice in
writing (such notice not to expire until the first anniversary of Admission).
Robin Courage will receive a salary of CHF168,000 per annum inclusive of any
director's fees and 25 days' paid holiday entitlement per annum. He will also be
entitled to participate in TSE's bonus and share option schemes, subject to the
rules of those schemes and targets set. The service agreement also includes
provisions for secondment, garden leave, pay in lieu of notice, a detailed
confidentiality provision and a provision dealing with the protection of TSE's
and the Company's intellectual property. Robin Courage is also subject to
various post-termination restrictions, which prevent him from poaching key
staff, clients and suppliers and interfering with the Company's relationship
with its clients and suppliers and competing with TSE and the Company.
On 26 July 2007 Lars Haue-Pedersen entered into a service agreement with TSE,
which took effect from 2 September 2005. He was appointed as an Executive
Director of TSE and the Company under this service agreement. The appointment
will continue indefinitely and is terminable by either party on three months'
notice in writing (such notice not to expire until the first anniversary of
Admission). Lars Haue-Pedersen will receive a salary of CHF180,000 per annum
inclusive of any director's fees and 25 days' paid holiday entitlement per
annum. He will also be entitled to participate in TSE's bonus and share option
schemes, subject to the rules of those schemes and targets set. The service
agreement also includes provisions for secondment, garden leave, pay in lieu of
notice, a detailed confidentiality provision and a provision dealing with the
protection of TSE's and the Company's intellectual property. Lars Haue-Pedersen
is also subject to various post-termination restrictions, which prevent him from
poaching key staff, clients and suppliers and interfering with TSE's and the
Company's relationship with its clients and suppliers and competing with TSE and
the Company.
None of the Proposed Directors are, nor have been within the five years prior to
the publication of the Document, partners in any partnerships. The Proposed
Directors have held the following directorships (in addition, where relevant, to
being a director of the Company) within the five years prior to the publication
of this Announcement:
Proposed Directors Current Past
Robin Vandeleur Courage The British Wheelchair Total Sports and
Sports Foundation Entertainment Consulting
Limited Limited
Courage Sports Ltd
Lars Haue-Pedersen TSE Consulting SA None
Save as disclosed above, none of the Proposed Directors:
(i) is currently a director of a company or a partner in a partnership or has
been a director of a company or a partner in a partnership within the five
years immediately preceding the date of this Announcement;
(ii) has any unspent convictions for any indictable offences or has been
declared bankrupt or has made any voluntary arrangement with his creditors;
(iii) has been a director of a company at the time of or within the 12 months
preceding any receivership, compulsory liquidation, creditors' voluntary
liquidation, administration or voluntary arrangement of that company or
any composition or arrangement with its creditors generally or any class
of its creditors;
(iv) has been a partner in a partnership at the time of or within the 12 months
preceding any compulsory liquidation, administration or voluntary
arrangement of that partnership;
(v) has had any asset which has been subject to a receivership or has been in a
partnership at the time of or within the 12 months preceding an asset of the
partnership being subject to a receivership;
(vi) has been publicly criticised by any statutory or regulatory authority
(including any recognised professional body) or has been disqualified by a
Court from acting as a director of, or in the management or conduct of the
affairs of any company; or
(vii) has any conflicts of interest between any duties to the Company and their
private interests and/or other duties.
There are no further details in relation to the above appointment which require
disclosure under paragraph (g) (iii) to (viii) of Schedule 2 to the AIM Rules.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQEAAXKAFXXEAE
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