RNS Number:4009O
Scamp Holdings Limited
21 December 2006
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION
WHERE IT WOULD BE UNLAWFUL TO DO SO
21 December 2006
RECOMMENDED CASH OFFER
for
Teesland Plc
by
SCAMP Holdings Limited
Summary
* The board of SCAMP and the Independent Directors of
Teesland, being Alan Murray and Charles Lewis, are pleased to announce today
that they have reached agreement on the terms of a recommended cash offer of
159.25 pence per Teesland Share to be made by SCAMP to acquire the entire issued
and to be issued ordinary share capital of Teesland not already owned or
otherwise contracted to be acquired by SCAMP or its associates.
* The terms of the Offer value the entire issued share capital of Teesland
at approximately #200 million.
* The Offer Price represents a premium of:
* approximately 38 per cent. to the Closing Price of 115.5 pence per
Teesland Share on 20 December 2006 (being the last Business Day prior to the
date of this announcement);
* approximately 34 per cent. over the all time high of 118.5 pence
per Teesland Share on 14 December 2006; and
* approximately 62 per cent. to the average Closing Price of 98.6
pence per Teesland Share for the six-month period up to and including 20
December 2006 (being the last Business Day prior to the date of this
announcement).
* In aggregate, 63.7 per cent. of the entire issued share capital of
Teesland is subject to irrevocable undertakings or letters of intent to accept
(or procure the acceptance of) the Offer and/or is held by persons acting in
concert with SCAMP.
* The Independent Directors, who have been so advised by Kaupthing,
consider the terms of the Offer to be fair and reasonable. In giving its advice
to the Independent Directors, Kaupthing has taken into account the commercial
assessments of the Independent Directors.
* The Independent Directors believe that the Offer is in the best interests
of Teesland Shareholders as a whole and intend to recommend unanimously that
Teesland Shareholders accept the Offer, as they have irrevocably undertaken to
do in respect of their own beneficial holdings, which in aggregate, amount to
403,894 Teesland Shares, representing approximately 0.3 per cent. of Teesland's
issued share capital.
Commenting on the Offer, Kevin McCabe, Executive Chairman of SCAMP, said:
"The acquisition of Teesland represents an important step in the development of
the SCAMP Group and we believe we are offering excellent value to Teesland
shareholders. Shareholders who acquired shares at the time of the IPO in 2002
have enjoyed a share price appreciation of over 200 per cent."
Commenting on the Offer, Alan Murray and Charles Lewis, Independent Directors of
Teesland, said:
"The approach from SCAMP and the level of its recommended cash offer provide
Teesland Shareholders with an opportunity to realise their investment at a
significant premium to the current market price. The offer provides certainty
of value today that, in the absence of this offer, may not be realisable in the
short to medium term."
UBS is acting as financial adviser to SCAMP and Kaupthing is acting as financial
adviser to Teesland.
Enquiries:
SCAMP Tel: +44 (0)20 7318 2838
Kevin McCabe
UBS (Financial Adviser and broker to SCAMP) Tel: +44 (0)20 7567 8000
Liam Beere
Mario Fera
Tavistock Communications Group (Financial Tel: +44 (0)20 7920 3150
Public Relations Adviser to SCAMP)
Jeremy Carey
Richard Sunderland
Teesland Tel: +44 (0)20 7659 6666
Alan Murray
Charles Lewis
Kaupthing (Financial Adviser to Teesland) Tel: +44 (0)20 3205 5000
Penelope Bridges
Nicholas How
Financial Dynamics (Financial Public Relations Tel: +44 (0)20 7831 3113
Adviser to Teesland)
Ed Bridges
Dido Laurimore
The above summary should be read in conjunction with, and is subject to, the
full text of this announcement (including its Appendices). Terms used in the
summary have the meaning given to them in Appendix IV to this announcement.
Appendix II contains source notes relating to certain information contained in
this Announcement. Appendix III contains details of the irrevocable undertakings
and letters of intent received by SCAMP.
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION
WHERE IT WOULD BE UNLAWFUL TO DO SO
21 December 2006
RECOMMENDED CASH OFFER
for
Teesland Plc
by
SCAMP Holdings Limited
1. Introduction
The board of SCAMP and the Independent Directors of Teesland are pleased to
announce that they have reached agreement on the terms of a recommended cash
offer to be made by SCAMP to acquire the entire issued and to be issued ordinary
share capital of Teesland not already owned or otherwise contracted to be
acquired by SCAMP or its associates.
Kevin McCabe, Chairman of Teesland, is precluded, by virtue of also being
Chairman of SCAMP, from giving advice to Teesland Shareholders on the terms of
the Offer and on the appropriate course of action for them to take. In
addition, the executive directors of Teesland and Dr Stanley Quek (a
non-executive director of Teesland) are considered not to be independent for the
purposes of considering and recommending the Offer as they will retain an
ongoing role in Teesland under SCAMP ownership. Accordingly, the Independent
Directors, being Alan Murray and Charles Lewis, have taken responsibility for
considering the Offer on behalf of Teesland Shareholders.
The Offer will be 159.25 pence in cash for each Teesland Share valuing the
entire issued share capital of Teesland at approximately #200 million.
2. Recommendation
The Independent Directors, who have been so advised by Kaupthing, consider the
terms of the Offer to be fair and reasonable. In giving its advice to the
Independent Directors, Kaupthing has taken into account the commercial
assessments of the Independent Directors.
The Independent Directors believe that the Offer is in the best interests of
Teesland Shareholders as a whole and intend to recommend unanimously that
Teesland Shareholders accept the Offer, as they have irrevocably undertaken to
do in respect of their own beneficial holdings, which in aggregate amount to
403,894 Teesland Shares, representing approximately 0.3 per cent. of Teesland's
issued share capital.
3. The Offer
SCAMP will offer to acquire, on the terms of and subject to the conditions and
further terms set out below and in Appendix I to this announcement, and the full
terms and conditions which will be set out in the Offer Document and the Form of
Acceptance, the entire issued and to be issued ordinary share capital of
Teesland not already owned or otherwise contracted to be acquired by SCAMP or
its associates, on the following basis:
for each Teesland Share 159.25 pence in cash
The Offer Price represents a premium of:
(a) approximately 38 per cent. to the Closing Price of 115.5 pence per
Teesland Share on 20 December 2006 (being the last Business Day prior to the
date of this announcement);
(b) approximately 34 per cent. over the all time high of 118.5 pence
per Teesland Share on 14 December 2006; and
(c) approximately 62 per cent. to the average Closing Price of 98.6
pence per Teesland Share for the six-month period up to and including 20
December 2006 (being the last Business Day prior to the date of this
announcement).
The Offer will extend to all Teesland Shares unconditionally allotted or issued
and fully paid on the date of the Offer (excluding any treasury shares except to
the extent these cease to be held as treasury shares before such date as SCAMP
may determine) and any Teesland Shares which are unconditionally allotted or
issued and fully paid (including pursuant to the exercise of options and awards
under the Teesland Share Schemes) whilst the Offer remains open for acceptance
or by such earlier date as SCAMP may, subject to the City Code, decide, not
being earlier than the date on which the Offer becomes or is declared
unconditional as to acceptances.
The Teesland Shares will be acquired pursuant to the Offer fully paid and free
from all liens, equitable interests, charges, encumbrances, rights of
pre-emption and other third party rights of any nature whatsoever and together
with all rights now or hereafter attaching thereto, including, without
limitation, voting rights and the right to receive and retain all dividends and
distributions (if any) announced, declared, made or paid after the date of the
Offer.
4. Background to and reasons for recommending the Offer
Following a year of consolidation, Teesland now has both secure income streams
provided by the funds under management as well as the ability to grow through
its network of UK and European offices. Teesland's strategy for growth will
focus on expansion into new geographies and new real estate asset classes.
The approach from SCAMP and the level of its recommended cash offer provide
Teesland Shareholders with an opportunity to realise their investment at a
significant premium to the current market price. The Offer Price is at a level
which the Independent Directors believe recognises today the future potential
value of the Teesland business without any timing and execution risks of
delivering Teesland's growth strategy.
In considering the Offer, the Independent Directors have taken into account,
among other things, that SCAMP represents a material part of Teesland's business
and growth strategy and is also a major co-investor in the "warehousing"
vehicles that are an essential part of Teesland's business model. Furthermore,
the Independent Directors understand that there is a good strategic fit with
SCAMP Group, and, as such, Teesland's customers and employees should benefit
from the opportunities created as a result of being part of the wider group.
Given all of the above, in the opinion of the Independent Directors, the Offer
provides certainty of value today that, in the absence of this Offer, may not be
realisable in the short to medium term.
5. Background to and reasons for the Offer
During 2006, the SCAMP Board, together with its advisers, has been exploring
future strategic options for the SCAMP Group's real estate interests, including
its interests in Teesland. Options reviewed have included the disposal of the
whole or separate parts of the SCAMP Group to trade buyers, either within Europe
or elsewhere; the creation of a real estate investment trust-type structures
either within the UK or elsewhere; and a possible initial public offering of a
significant part, or the whole of, the SCAMP Group.
The SCAMP Board has concluded that the transactions envisaged by this strategic
review could be more effectively implemented if Teesland were to be wholly owned
by the SCAMP Group, rather than the current situation where the SCAMP Group owns
only a minority stake in Teesland. Based on the existing relationship between
SCAMP and Teesland, whereby Teesland manages a significant portion of SCAMP's
assets and SCAMP warehouses property for further fund launches by Teesland, the
ongoing strategic review has led the SCAMP Board to conclude that it would be
possible to create an enhanced real estate fund and asset management business by
combining Teesland's fund and asset management expertise with SCAMP's investment
and development capability and its significant portfolio of developments and
investments. This strategy would help differentiate the SCAMP Group from other
real estate fund management businesses since it would have an in-house pipeline
of investment opportunities, for existing funds and new vehicles. The SCAMP
Board believes that the acquisition of Teesland will also raise the profile of
the SCAMP Group and increase its ability to source and execute business
opportunities.
In the event that the Offer is successfully completed such that Teesland is
taken into private ownership, the SCAMP Board will continue with its strategic
review of the combined business. The SCAMP Board has not yet reached a
conclusion as to its preferred strategy and will continue to appraise options
available in the light of the enhanced prospects of the combined businesses and
market trends. The SCAMP Board intends to ensure that the SCAMP Group moves
forward as a combined real estate fund and asset management platform drawing on
the strengths of both management teams and that this strategic review is
concluded during 2007.
6. Irrevocable undertakings and letters of intent
SCAMP has received irrevocable undertakings to accept, or procure the acceptance
of, the Offer in respect of, in aggregate, 49,040,917 Teesland Shares,
representing approximately 39.0 per cent. of Teesland's issued share capital.
The irrevocable undertakings to accept the Offer will lapse in certain
circumstances. Further details of the irrevocable undertakings received by SCAMP
(including the circumstances in which they lapse) are set out in Appendix III to
this announcement.
In addition, SCAMP has received non-legally binding letters of intent to accept
the Offer in respect of, in aggregate, 7,082,060 Teesland Shares, representing
approximately 5.6 per cent. of Teesland's issued share capital.
7. Information relating to SCAMP
SCAMP was formed in October 2003 to acquire Ancient Mariner Properties and
Scarborough Development Group.
SCAMP has operations in the UK and Northern Europe with offices situated in
Edinburgh, York, Leeds, Cardiff, Brussels and London.
SCAMP derives income primarily from rental, property and portfolio trading,
asset management, direct development and development management. SCAMP and its
controlled entities have a significant underlying land bank and development
pipeline.
For the year ended 28 February 2006, SCAMP reported a consolidated profit before
tax of #19.4 million on turnover of #88.9 million with earnings per share of 43
pence. The unaudited consolidated management accounts for the six months ended
31 August 2006 show a profit before tax of #0.4 million on turnover of #20.0
million with a loss per share of 0.1 pence. Further information on SCAMP and the
SCAMP Group will be set out in the Offer Document.
8. Information relating to Teesland
Teesland is a European property fund and asset manager providing specialist
services to a range of funds and institutions investing in real estate in the
UK, Western and Central Europe.
The Teesland Group is structured as a network of local offices in each country
which provide experienced local market professionals who can both access stock
and deliver 'hands on' asset management. This is coupled with an experienced
fund management team working out of the UK.
The Teesland Group principally manages properties which are owned by investors
via tax efficient collective investment vehicles located both on and off shore
with a view to maximising both income and capital returns to those investors.
As part of its fund and asset management business, the Teesland Group derives
income from ancillary property related services including "warehousing", project
management, property management and insurance broking.
Teesland has some #3.5 billion under management in 13 funds across the
industrial/business, mixed commercial, residential, retail and university
housing sectors.
For the year ended 30 June 2006, Teesland reported turnover of #30.6 million
(2005: #16.8 million) and profit before tax and Teesland's share of tax of
associates and joint ventures of #10.9 million (2005: #3.6 million). The net
assets of Teesland as at 30 June 2006 were #71.7 million (2005: #66.0 million),
which included intangible assets of #50.8 million (2005: #52.2 million).
9. Financing of the Offer
The consideration payable under the Offer will be funded by way of a new loan to
SCAMP from a committed acquisition facility and an existing committed credit
facility, both provided by BOS (a subsidiary of HBOS). UBS is satisfied that
sufficient financial resources are available to SCAMP to enable it to satisfy in
full the consideration payable to Teesland Shareholders under the terms of the
Offer.
10. Management and employees
The Board of SCAMP considers Teesland's management and employees to be a key
component of Teesland's value and, accordingly, has given assurances to the
Independent Directors that, upon the Offer becoming or being declared
unconditional in all respects, the existing employment rights of all Teesland
Group employees will continue to be safeguarded and their accrued rights to
pensions benefits protected. SCAMP's plans do not involve any material change to
the conditions of employment of Teesland's employees, nor are there any current
plans to change the principal locations of Teesland's business.
It is anticipated that Alan Murray and Charles Lewis, being non-executive
Directors of Teesland, will resign from the board of Directors of Teesland
following the Offer becoming or being declared unconditional in all respects.
11. Teesland Share Schemes
The Offer will extend to any Teesland Shares issued or unconditionally allotted
while the Offer remains open for acceptance (or by such earlier date as SCAMP
may, subject to the City Code or with the consent of the Panel, decide) as a
result of the exercise of options and awards granted under the Teesland Share
Schemes.
SCAMP will make appropriate proposals to participants in the Teesland Share
Schemes, to the extent that their options and awards granted under the Teesland
Share Schemes have not been exercised.
12. Disclosure of interests in Teesland shares
Save for the irrevocable undertakings and letters of intent referred to in
paragraph 6 above and to the information below in this paragraph 12, neither
SCAMP nor any of the directors of SCAMP nor, so far as SCAMP or the directors of
SCAMP are aware, any person acting in concert with SCAMP for the purposes of the
Offer, owns or controls or holds any option to purchase, or has any interest in,
or right to subscribe for, or has any arrangement in relation to Teesland Shares
or securities convertible or exchangeable into Teesland Shares or options
(including traded options) in respect of, or has entered into any derivative
referenced to, any such shares as at 20 December 2006 (being the latest
practicable date prior to the date of this announcement). For these purposes,
"arrangement" includes any indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature, relating to Teesland
Shares which may be an inducement to deal or refrain from dealing in such
shares.
Name
Number of Percentage of issued
Teesland Shares share capital
of Teesland as at
20 December 2006
(%)
Kevin McCabe(1) 2,275 0.00
Didier Tandy 221,311 0.18
Scott McCabe 46,755 0.04
Cesidio Di Ciacca 1,796,309 1.43
Scarborough Group Holdings plc 8,651,886 6.89
Simon McCabe 46,755 0.04
John Burnley 1,238,000 0.99
Stephen McBride 1,400,000 1.11
Mickola Wilson 1,000,000 0.80
Marcus Shepherd 295,516 0.24
Paul Oliver 2,003,465 1.59
David Seddon 94,500 0.08
John Sims 3,673,316 2.92
Dr Stanley Quek 700,000 0.56
HBOS(2),(3) 10,440,341 8.31
GVi SAS 1,125,150 0.90
Michael Bruhn Erhverv A/S 2,000,000 1.59
Steven Tattersall 604,000 0.48
(1) Kevin McCabe is also interested in the 8,651,886 Teesland Shares held by
Scarborough Group Holdings plc which are shown separately in the table above.
(2) These Teesland Shares are held by Uberior Investments plc, a wholly-owned
subsidiary of HBOS.
(3) HBOS also holds an additional 8,201,369 Teesland Shares under
non-discretionary management.
13. Compulsory acquisition, delisting and cancellation of trading in
Teesland Shares
If SCAMP receives acceptances under the Offer in respect of, and/or otherwise
acquires, both 90 per cent. or more in value of the Teesland Shares to which the
Offer relates and 90 per cent. or more of the voting rights carried by those
shares, and assuming that all of the other conditions of the Offer have been
satisfied or (if capable of being waived) waived, SCAMP intends to exercise its
rights in accordance with Schedule 2 to the Takeovers Directive Regulations to
acquire compulsorily the remaining Teesland Shares on the same terms as the
Offer.
If SCAMP acquires or agrees to acquire, by virtue of its shareholding and
acceptances of the Offer, issued share capital carrying 75 per cent. or more of
the voting rights of Teesland then, subject to any applicable requirements of
the UK Listing Authority, SCAMP intends to procure that Teesland applies to the
UK Listing Authority for the removal of Teesland Shares from listing on the
Official List and to the London Stock Exchange for cancellation of trading in
Teesland Shares on its market for listed securities. It is anticipated that
such cancellation will take effect no earlier than 20 Business Days following
SCAMP first having acquired or agreed to acquire such issued share capital.
Delisting and the cancellation of trading of Teesland Shares will significantly
reduce the liquidity and marketability of any Teesland Shares not acquired by
SCAMP.
It is also intended that, following the Offer becoming or being declared
unconditional in all respects, Teesland will be re-registered as a private
company.
14. Other
The Offer Document and Form of Acceptance will be posted to Teesland
Shareholders and, for information only, to participants in the Teesland Share
Schemes as soon as practicable and, in any event, (save with the consent of the
Panel) within 28 days of the date hereof. The full terms of and conditions to
the Offer will be set out in the Offer Document and Form of Acceptance. In
deciding whether or not to accept the Offer, Teesland Shareholders should rely
on the information contained in, and follow the procedures described in, the
Offer Document and (in the case of Teesland shares held in certificated form)
the Form of Acceptance.
The availability of the Offer to persons not resident in the UK may be affected
by the laws of their relevant jurisdiction. Any persons who are subject to the
laws of any jurisdiction other than the UK should inform themselves about and
observe any applicable legal or regulatory requirements of their jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the
Offer Document.
The Offer will be governed by English law and will be subject to the exclusive
jurisdiction of the English courts. The Offer will be subject to the applicable
requirements of the City Code, the Panel, the London Stock Exchange, the UK
Listing Authority and other legal or regulatory requirements.
Appendix I to this announcement sets out the conditions to the Offer. Appendix
II to this announcement contains source notes relating to certain information
contained in this announcement. Appendix III to this announcement contains
details of the irrevocable undertakings received by SCAMP. Certain terms used
in this announcement are defined in Appendix IV to this announcement.
In accordance with Rule 2.10 of the City Code, Teesland announces that, as at
close of business on 20 December 2006, it had in issue 125,629,130 ordinary
shares of 1 penny each. There are no treasury shares in issue. The ISIN
reference number of these securities is GB0031695223.
Enquiries:
SCAMP Tel: +44 (0)20 7318 2838
Kevin McCabe
UBS (Financial Adviser and broker to SCAMP) Tel: +44 (0)20 7567 8000
Liam Beere
Mario Fera
Tavistock Communications Group (Financial Tel: +44 (0)20 7920 3150
Public Relations Adviser to SCAMP)
Jeremy Carey
Richard Sunderland
Teesland Tel: +44 (0)20 7659 6666
Alan Murray
Charles Lewis
Kaupthing (Financial Adviser to Teesland) Tel: +44 (0)20 3205 5000
Penelope Bridges
Nicholas How
Financial Dynamics (Financial Public Relations Tel: +44 (0)20 7831 3113
Adviser to Teesland)
Ed Bridges
Dido Laurimore
UBS is acting exclusively as financial adviser to SCAMP and for no one else in
connection with the Offer and will not be responsible to anyone other than SCAMP
for providing the protections afforded to clients of UBS or for providing advice
in relation to the Offer, the contents of this announcement or any other matter
referred to therein.
Kaupthing, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Teesland and no one else
in connection with the Offer and will not be responsible to anyone other than
Teesland for providing the protections afforded to its customers or for
providing advice in relation to the Offer, the contents of this announcement or
any transaction or arrangement referred to therein.
This announcement is not intended to and does not constitute, or form any part
of, any offer to sell or any solicitation of any offer to purchase or subscribe
for any securities or the solicitation of any vote or approval in any
jurisdiction. Any acceptance or other response to the Offer should be made only
on the basis of the information contained or referred to in the Offer Document
and the Form of Acceptance. The laws of relevant jurisdictions may affect the
availability of the Offer to persons not resident in the United Kingdom.
Persons who are not resident in the United Kingdom, or who are subject to the
laws of any jurisdiction other than the United Kingdom, should inform themselves
about and observe any applicable legal or regulatory requirements of their
jurisdiction. The Offer Document will be available for public inspection.
Unless otherwise determined by SCAMP, the Offer will not be made, directly or
indirectly, in, into or from or by the use of mails of, or by any means of
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or through any facilities
of a national securities exchange of the United States, Canada, Australia or
Japan and the Offer, when made, will not be capable of acceptance by any such
use, means, instrumentality or facilities or from or within the United States,
Canada, Australia or Japan. Accordingly, copies of this announcement are not
being, and must not be, mailed or otherwise forwarded, distributed or sent in,
into or from the United States, Canada, Australia or Japan and persons receiving
this announcement (including, without limitation, custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it in, into or
from any such jurisdiction. Doing so may render invalid any purported
acceptance of the Offer. This announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside England.
Forward-Looking Statements
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of the Teesland
Group and certain plans and objectives of the boards of directors of Teesland
and SCAMP. These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "will", "may", "should", "would", "could"
or other words of similar meaning. These statements are based on assumptions
and assessments made by the boards of directors of Teesland and SCAMP in light
of their experience and their perception of historical trends, current
conditions, expected future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, and the factors described in the context of such forward-looking
statements in this document could cause actual results and developments to
differ materially from those expressed in or implied by such forward-looking
statements.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this document. Teesland and SCAMP assume no obligation to
update or correct the information contained in this announcement, whether as a
result of new information, future events or otherwise, except to the extent
legally required.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
Nothing contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of either Teesland or
SCAMP except where expressly stated.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Teesland, all "dealings" in any "relevant securities"
of Teesland (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30pm (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the date on which
the Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the Offer Period otherwise ends. If two or more
persons act together pursuant to an agreement or understanding, whether formal
or informal, to acquire an "interest" in "relevant securities" of Teesland, they
will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Teesland, by SCAMP or Teesland, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at http://
www.thetakeoverpanel.org.uk/.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel on
telephone number +44 (0)20 7638 0129; fax number +44 (0)20 7236 7013.
APPENDIX I
CONDITIONS TO THE OFFER
The Offer will be subject to the following conditions:
(a) valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by 1.00p.m. on the day which is 21 days following the
despatch of the Offer Document (or such later times and/or dates as SCAMP may,
subject to the rules of the Code, decide) in respect of not less than 90 per
cent. (or such lesser percentage as SCAMP may decide) in nominal value of the
Teesland Shares to which the Offer relates, and not less than 90 per cent. (or
such lesser percentage as SCAMP may decide) of the voting rights carried by the
Teesland Shares to which the Offer relates, provided that this condition will
not be satisfied unless SCAMP and/or any of its associates shall have acquired
or agreed to acquire, whether pursuant to the Offer or otherwise, Teesland
Shares carrying in aggregate more than 50 per cent. of the voting rights then
exercisable at a general meeting of Teesland including, to the extent (if any)
required by the Panel, any voting rights attaching to any Teesland Shares which
are unconditionally allotted before the Offer becomes or is declared
unconditional as to acceptances pursuant to the exercise of any outstanding
conversion or subscription rights or otherwise. For the purposes of this
condition:
(i) Teesland Shares which have been unconditionally
allotted shall be deemed to carry the voting rights which they will carry upon
issue; and
(ii) the expressions "Teesland Shares to which the
Offer relates" and "associates" shall be construed in accordance with Schedule 2
to the Takeovers Directive Regulations;
(b) (i) The German Federal Cartel Office
(Bundeskartellamt) indicating in writing to SCAMP that it does not consider that
the Offer, any part thereof or any matter arising therefrom falls within the
scope of German merger control;
(ii) the German Federal Cartel Office indicating
unconditionally (or if conditionally in terms reasonably satisfactory to SCAMP)
that it will not prohibit the Offer, any part thereof or any matter arising
therefrom pursuant to the German Act Against Restraints of Competition; or
(iii) the relevant waiting periods pursuant to Section
40 paragraph 1 or Section 40 paragraph 2 of the German Act Against Restraints of
Competition having expired without the transaction being prohibited by the
German Federal Cartel Office;
(c) no government or governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body, authority, court, trade agency,
association or institution or professional or environmental body or any other
similar person or body whatsoever in any relevant jurisdiction (each a "Third
Party") having decided to take, institute, implement or threaten any action,
proceedings, suit, investigation, enquiry or reference or having required any
action to be taken or information to be provided or otherwise having done
anything or having made, proposed or enacted any statute, regulation, order or
decision or having done anything which would or might reasonably be expected to:
(i) make the Offer or its implementation, or the
acquisition or the proposed acquisition by SCAMP of any shares or other
securities in, or control of, Teesland or any of its subsidiaries or subsidiary
undertakings or associated undertakings (including any joint venture,
partnership, firm or company in which any member of the Teesland Group has a
Substantial Interest) (the "wider Teesland Group" (and "member of the wider
Teesland Group" shall be construed accordingly)) void, illegal or unenforceable
in any jurisdiction, or otherwise directly or indirectly restrain, prohibit,
restrict, prevent or delay the same or impose additional conditions or financial
or other obligations with respect thereto, or otherwise challenge or interfere
therewith, in any such case to an extent which is material and adverse;
(ii) require, prevent or materially delay the
divestiture or materially and adversely alter the terms envisaged for any
proposed divestiture by SCAMP or any of its subsidiaries or subsidiary
undertakings or associated undertakings (including any joint venture,
partnership, firm or company in which any member of the SCAMP Group is
substantially interested) (the "wider SCAMP Group" (and "member of the wider
SCAMP Group" shall be construed accordingly)) of any Teesland Shares or of any
shares in a member of the wider SCAMP Group;
(iii) require, prevent or materially delay the
divestiture or materially and adversely alter the terms envisaged for any
proposed divestiture by any member of the wider SCAMP Group or by any member of
the wider Teesland Group of all or any portion of their respective businesses,
assets or property, or (to an extent which is material in the context of the
Offer or the wider Teesland Group taken as a whole) impose any limit on the
ability of any of them to conduct their respective businesses (or any of them)
or to own or control any of their respective assets or properties or any part
thereof;
(iv) impose any material limitation on, or result in
any material delay in, the ability of any member of the wider SCAMP Group or any
member of the wider Teesland Group to acquire, hold or exercise effectively,
directly or indirectly, all or any rights of ownership of Teesland Shares or any
shares or securities convertible into Teesland Shares or to exercise voting or
management control over any member of the wider Teesland Group or any member of
the wider SCAMP Group;
(v) require any member of the wider SCAMP Group and/
or of the wider Teesland Group to acquire or offer to acquire or repay any
shares or other securities in and/or indebtedness of any member of the wider
Teesland Group owned by or owed to any Third Party;
(vi) impose any material limitation on the ability of
any member of the wider SCAMP Group and/or of the wider Teesland Group to
integrate or co-ordinate its business, or any material part of it, with the
business of any member of the wider Teesland Group or of the wider SCAMP Group
respectively; or
(vii) otherwise materially and adversely affect any or
all of the businesses, assets, profits or financial or trading position of any
member of the wider Teesland Group or any member of the wider SCAMP Group,
and all applicable waiting and other time periods during which any
Third Party could institute, implement or threaten any such action, proceedings,
suit, investigation, enquiry or reference under the laws of any relevant
jurisdiction, having expired, lapsed or been terminated;
(d) all necessary filings and applications having been made and all
necessary waiting and other time periods (including any extensions thereof)
under any applicable legislation or regulations of any relevant jurisdiction
having expired, lapsed or been terminated and all statutory or regulatory
obligations in any relevant jurisdiction having been complied with in each case
as may be necessary in connection with the Offer and its implementation or the
acquisition or proposed acquisition by SCAMP or any member of the wider SCAMP
Group of any shares or other securities in, or control of, Teesland or any
member of the wider Teesland Group and all authorisations, orders, recognitions,
grants, consents, clearances, confirmations, licences, certificates, permissions
and approvals ("Authorisations") or appropriate for or in respect of the Offer
or the acquisition or proposed acquisition by SCAMP of any shares or other
securities in, or control of, Teesland or the carrying on by any member of the
wider Teesland Group of its business or in relation to the affairs of any member
of the wider Teesland Group having been obtained in terms and in a form
reasonably satisfactory to SCAMP from all appropriate Third Parties or persons
with whom any member of the wider Teesland Group has entered into contractual
arrangements which are material in the context of the wider Teesland Group taken
as a whole and all such Authorisations remaining in full force and effect and
all filings necessary for such purpose having been made and there being no
notice or intimation of any intention to revoke, suspend, restrict or amend or
not renew the same at the time at which the Offer becomes or is declared wholly
unconditional and there being no indication that the renewal costs of any
Authorisation are reasonably likely to be materially higher than the renewal
costs for the current Authorisation;
(e) except as publicly announced by Teesland prior to the date of this
announcement in Teesland's annual report and amounts for the year ended 30 June
2006 or through a Regulatory Information Service (an "RIS") ("Publicly
Announced") or as fairly disclosed in writing to SCAMP prior to the date of this
announcement ("Disclosed"), there being no provision of any arrangement,
agreement, licence or other instrument to which any member of the wider Teesland
Group is a party or by or to which any such member or any of its respective
assets is or are or may be bound, entitled or subject or any circumstance which,
in consequence of the making or implementation of the Offer or the proposed
acquisition of any shares or other securities in, or control of, Teesland by
SCAMP or because of a change in the control or management of Teesland or
otherwise, would or might reasonably be expected to result in, to an extent
which is material in the context of the wider Teesland Group taken as a whole:
(i) any indebtedness or liabilities actual or
contingent of, or any grant available to, any member of the wider Teesland Group
being or becoming repayable or capable of being declared repayable immediately
or prior to its stated maturity or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited or capable of
being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage,
charge or other security interest over the whole or any part of the business,
property, assets or interests of any member of the wider Teesland Group or any
such security (whenever created, arising or having arisen) being enforced or
becoming enforceable;
(iii) any such arrangement, agreement, licence or
instrument or the rights, liabilities, obligations, or interests of any member
of the wider Teesland Group under any such arrangement, agreement, licence or
instrument (or any arrangement, agreement, licence or instrument relating to any
such right, liability, obligation, interest or business) or the interests or
business of any such member in or with any other person, firm, company or body
being or becoming capable of being terminated or adversely modified or adversely
affected or any adverse action being taken or any onerous obligation or
liability arising thereunder;
(iv) any asset or interest of any member of the wider
Teesland Group being or falling to be disposed of or charged (otherwise than in
the ordinary course of business) or ceasing to be available to any member of the
wider Teesland Group or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be available to
any member of the wider Teesland Group;
(v) any member of the wider Teesland Group ceasing to
be able to carry on business under any name under which it presently does so;
(vi) any member of the wider SCAMP Group and/or of the
wider Teesland Group being required to acquire or repay any shares in and/or
indebtedness of any member of the wider Teesland Group owned by any Third Party;
(vii) any change in or effect on the ownership or use
of any intellectual property rights owned or used by any member of the wider
Teesland Group;
(viii) the value or financial or trading position of any
member of the wider Teesland Group being prejudiced or adversely affected; or
(ix) the creation of any liability, actual or
contingent, by any such member,
and no event having occurred which, under any provision of any
such arrangement, agreement, licence or other instrument, might reasonably be
expected to result in any of the events referred to in this condition (e);
(f) since 30 June 2006 and except as Publicly Announced or Disclosed,
no member of the wider Teesland Group having:
(i) issued or agreed to issue or authorised or
proposed the issue of additional shares or securities of any class, or
securities convertible into or exchangeable for shares, or rights, warrants or
options to subscribe for or acquire any such shares, securities or convertible
securities (save for issues between Teesland and any of its wholly-owned
subsidiaries or between such wholly-owned subsidiaries and save for Disclosed
options and awards granted under the Teesland Share Schemes before the date of
this announcement or the issue of any Teesland Shares allotted upon the exercise
of options or awards granted before the date of this announcement under the
Teesland Share Schemes) or redeemed, purchased, repaid or reduced or proposed
the redemption, purchase, repayment or reduction of any part of its share
capital or any other securities;
(ii) recommended, declared, made or paid or proposed
to recommend, declare, make or pay any bonus, dividend or other distribution
whether payable in cash or otherwise other than any distribution by any
wholly-owned subsidiary within the Teesland Group;
(iii) save as between Teesland and its wholly-owned
subsidiaries, effected, authorised, proposed or announced its intention to
propose any change in its share or loan capital;
(iv) save as between Teesland and its wholly-owned
subsidiaries, effected, authorised, proposed or announced its intention to
propose any merger, demerger, reconstruction, arrangement, amalgamation,
commitment or scheme or any acquisition or disposal or transfer of assets or
shares (other than in the ordinary course of business) or any right, title or
interest in any assets or shares or other transaction or arrangement in respect
of itself or another member of the wider Teesland Group which in each case would
be material in the context of the wider Teesland Group taken as a whole;
(v) acquired or disposed of or transferred (other
than in the ordinary course of business) or mortgaged, charged or encumbered any
assets or shares or any right, title or interest in any assets or shares (other
than in the ordinary course of business) or authorised the same or entered into,
varied or terminated or authorised, proposed or announced its intention to enter
into, vary, terminate or authorise any agreement, arrangement, contract,
transaction or commitment (other than in the ordinary course of business and
whether in respect of capital expenditure or otherwise) which is of a
loss-making, long-term or onerous nature or magnitude, or which involves or
might reasonably be expected to involve an obligation of such a nature or
magnitude, in each case which is material in the context of the wider Teesland
Group taken as a whole;
(vi) entered into any agreement, contract,
transaction, arrangement or commitment (other than in the ordinary course of
business) which is material in the context of the wider Teesland Group taken as
a whole;
(vii) entered into any contract, transaction or
arrangement which would be restrictive on the business of any member of the
wider Teesland Group or the wider SCAMP Group or which is or could involve
obligations which would be so restrictive;
(viii) issued, authorised or proposed the issue of or
made any change in or to any debentures, or (other than in the ordinary course
of business) incurred or increased any indebtedness or liability, actual or
contingent, which is material in the context of the wider Teesland Group taken
as a whole;
(ix) been unable or admitted in writing that it is
unable to pay its debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business or proposed or entered
into any composition or voluntary arrangement with its creditors (or any class
of them) or the filing at court of documentation in order to obtain a moratorium
prior to a voluntary arrangement or, by reason of actual or anticipated
financial difficulties, commenced negotiations with one or more of its creditors
with a view to rescheduling any of its indebtedness;
(x) made, or announced any proposal to make, any
change or addition to any retirement, death or disability benefit or any other
employment-related benefit of or in respect of any of its directors, employees,
former directors or former employees;
(xi) save as between Teesland and its wholly-owned
subsidiaries, granted any lease or third party rights in respect of any of the
leasehold or freehold property owned or occupied by it or transferred or
otherwise disposed of any such property;
(xii) entered into or varied or made any offer (which
remains open for acceptance) to enter into or vary to any material extent the
terms of any service agreement with any director or senior executive of Teesland
or any director or senior executive of the wider Teesland Group;
(xiii) taken or proposed any corporate action (save in
the context of a solvent reconstruction of any member of the wider Teesland
Group) or had any proceedings started or threatened against it for its
winding-up (voluntary or otherwise), dissolution, striking-off or reorganisation
or for the appointment of a receiver, administrator (including the filing of any
administration application, notice of intention to appoint an administrator or
notice of appointment of an administrator), administrative receiver, trustee or
similar officer of all or any part of its assets or revenues or for any
analogous proceedings or steps in any jurisdiction or for the appointment of any
analogous person in any jurisdiction;
(xiv) made any material amendment to its memorandum or
articles of association;
(xv) waived or compromised any claim or authorised any
such waiver or compromise, save in the ordinary course of business, which is
material in the context of the wider Teesland Group taken as a whole;
(xvi) taken, entered into or had started or threatened
in writing against it in a jurisdiction outside the United Kingdom any form of
insolvency proceeding or event similar or analogous to any of the events
referred to in conditions (f)(ix) and (xiii) above; or
(xvii) agreed to enter into or entered into an agreement
or arrangement or commitment or passed any resolution or announced any intention
with respect to any of the transactions, matters or events referred to in this
condition (f);
(g) except as Publicly Announced or Disclosed:
(i) there having been no material adverse change or
deterioration in the business, assets, financial or trading position or profits
of the wider Teesland Group taken as a whole;
(ii) no litigation, arbitration proceedings,
prosecution or other legal proceedings to which any member of the wider Teesland
Group is or may become a party (whether as claimant or defendant or otherwise),
and no material enquiry or investigation by or complaint or reference to any
Third Party, against or in respect of any member of the wider Teesland Group,
having been threatened in writing, announced or instituted or remaining
outstanding by, against or in respect of any member of the wider Teesland Group
and the effect of which is or might reasonably be expected to be material in the
context of the wider Teesland Group taken as a whole; and
(iii) no contingent or other liability having arisen
or become apparent or increased which might reasonably be expected to in either
case have a material adverse effect on the wider Teesland Group taken as a
whole; and
(h) save as Disclosed, SCAMP not having discovered:
(i) that any financial, business or other
information concerning Teesland or the wider Teesland Group which is contained
in information publicly disclosed at any time by or on behalf of any member of
the wider Teesland Group either publicly or in the context of the Offer contains
a misrepresentation of fact which has not, prior to the date of this
announcement, been corrected by public announcement through an RIS or omits to
state a fact necessary to make the information contained therein not misleading
where such misrepresentation or omission is material in the context of the wider
Teesland Group taken as a whole;
(ii) any information which materially and adversely
affects the import of any such information as is mentioned in condition (h)(i);
or
(iii) that any member of the wider Teesland Group is
subject to any liability, contingent or otherwise, which is not disclosed in the
annual report and accounts of Teesland for the financial year ended 30 June 2006
and which is material in the context of the wider Teesland Group taken as a
whole.
SCAMP reserves the right to waive all or any of conditions (b) to (h) inclusive,
in whole or in part.
Conditions (b) to (h) inclusive must be satisfied as at, or waived on or before,
midnight on the 21st day after the later of the first closing date of the Offer
and the date on which condition (a) is fulfilled (or in each such case such
later date as SCAMP may, with the consent of the Panel, agree), failing which
the Offer will lapse provided that SCAMP shall be under no obligation to waive
or treat as fulfilled any of conditions (b) to (h) inclusive by a date earlier
than the latest date specified above for the fulfilment thereof notwithstanding
that the other conditions of the Offer may at such earlier date have been
fulfilled and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.
Except with the Panel's consent SCAMP will not invoke any of the above
conditions (except for the acceptance condition in (a) above) so as to cause the
Offer not to proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the relevant conditions are of material
significance to SCAMP in the context of the Offer.
If SCAMP is required by the Panel to make an offer for the Teesland Shares under
Rule 9 of the City Code, SCAMP may make such alteration to the terms and
conditions of the Offer as may be necessary to comply with the provisions of the
City Code.
If the Offer is referred to the Competition Commission or the European
Commission initiates proceedings under Article 6(1)(c) of Council Regulation
(EC) No 139/2004 before the later of the first closing date of the Offer and the
date when the Offer becomes or is declared unconditional, the Offer will lapse.
APPENDIX II
BASES OF CALCULATION AND SOURCES OF INFORMATION
In this announcement, unless otherwise stated or the context otherwise requires,
the following bases and sources have been used:
1. Historic Closing Prices are sourced from the Daily Official List and
represent the closing middle market price for Teesland Shares on the relevant
date.
2. The value attributed to the entire issued share capital of Teesland is
based upon the 125,629,130 Teesland Shares in issue as at the date of this
announcement.
3. Share price appreciation of over 200 per cent. since the IPO in 2002 is
based upon the increase in the Teesland share price at the time of IPO (sourced
from Datastream) to the Offer Price of 159.25 pence.
APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
1. Details of the irrevocable undertakings granted to SCAMP to accept, or
to procure the acceptance of, the Offer are as follows:
(a)
Name Number of Percentage of issued
Teesland Shares share capital
of Teesland as at
20 December 2006
(%)
Mickola Wilson 1,000,000 0.80
Marcus Shepherd 295,516 0.24
John Sims 3,673,316 2.92
Paul Oliver 2,003,465 1.59
David Seddon 94,500 0.08
Region Development Pte Ltd(1) 700,000 0.56
Michael Bruhn Erhverv A/S(2) 2,000,000 1.59
GVi SAS(3) 1,125,150 0.90
Steven Tattersall 604,000 0.48
AAM Associates Limited(4) 290,105 0.23
Alan Murray 20,000 0.02
Charles Lewis 93,789 0.07
Total 11,899,841 9.47
The above irrevocable undertakings will only cease to be binding if the Offer
lapses or is withdrawn.
(1) Beneficially held by Dr Stanley Quek, a non-executive director of Teesland
(2) Michael Bruhn Erhver A/S is a company controlled by Michael Bruhn, a member
of Teesland's senior management team
(3) GVi SAS is a company controlled by Gilles Vaissie, a member of Teesland's
senior management team
(4) Beneficially held by Alan Murray, an Independent Director
(b)
Name Number of Percentage of issued
Teesland Shares share capital
of Teesland as at
20 December 2006
(%)
Artemis Investment Management Limited 11,597,380 9.23
Henderson Global Investors Limited 9,606,269 7.65
Frasers (UK) PTE Limited 5,855,046 4.66
Jupiter Asset Management Limited 5,228,576 4.16
BriTel Fund Nominees Limited 2,565,713 2.04
PossFund Nominees Limited 1,649,208 1.31
Chase Nominees Limited 638,884 0.51
Total 37,141,076 29.56
The above irrevocable undertakings will cease to be binding if an offer is made
by a third party for all of the issued ordinary share capital of Teesland (other
than any such share capital acquired or agreed to be acquired by any such third
party at the time of making such offer) and (i) in the case of the irrevocable
undertaking from Frasers (UK) PTE Limited, BriTel Fund Nominees Limited,
PossFund Nominees Limited, Chase Nominees Limited and Artemis Investment
Management Limited, such offer is recommended for acceptance by the board of
Teesland and (ii) in all cases, the value of such third party offer (in the
reasonable opinion of UBS) exceeds the value of the Offer by more than 10 per
cent.
In addition, these irrevocable undertakings will cease to be binding if the
Offer lapses or is withdrawn.
2. Details of the non-binding letters of intent granted to SCAMP to accept, or
to procure the acceptance of, the Offer are as follows:
Name Number of Percentage of issued
Teesland Shares share capital
of Teesland as at
20 December 2006
(%)
JP Morgan Fleming Asset Management 4,889,855 3.89
Majedie Asset Management Limited 2,192,205 1.74
Total 7,082,060 5.63
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise.
Australia the Commonwealth of Australia, its states, territories and
possessions
Board as the context requires, the board of directors of Teesland or
the board of directors of SCAMP and the terms "Teesland Board"
and "SCAMP Board" shall be construed accordingly
BOS The Governor and Company of The Bank of Scotland
Business Day any day (other than a public holiday, Saturday or Sunday) on
which clearing banks in London are open for normal business
Canada Canada, its provinces and territories and all areas under its
jurisdiction and political sub-divisions thereof
certificated or in certificated form a share or other security which is not in uncertificated form
(that is, not in CREST)
City Code the City Code on Takeovers and Mergers
Closing Price the closing middle market quotation of a Teesland Share as
derived from the Daily Official List
Daily Official List the Daily Official List of the London Stock Exchange
Form of Acceptance the personalised form of acceptance relating to the Offer
which will (where a Teesland Shareholder holds Teesland Shares
in certificated form) accompany the Offer Document
HBOS HBOS plc whose registered office is at The Mound, Edinburgh
EH1 1YZ
Independent Directors Alan Murray and Charles Lewis, non-executive directors of
Teesland
Japan Japan, its cities, prefectures, territories and possessions
Kaupthing Kaupthing Singer & Friedlander Capital Markets Limited
Listing Rules the rules and regulations made by the Financial Services
Authority in its capacity as the UK Listing Authority under
the Financial Services and Markets Act 2000 and contained in
the UK Listing Authority's publication of the same name
London Stock Exchange London Stock Exchange plc
Offer the recommended offer to be made by SCAMP to acquire the
entire issued and to be issued ordinary share capital of
Teesland not already owned or otherwise contracted to be
acquired by SCAMP or its associates, on the terms and subject
to the conditions to be set out in the Offer Document and the
Form of Acceptance including, where the context so requires,
any subsequent revision, variation, extension, or renewal of
such Offer
Offer Document the formal document to be posted to Teesland Shareholders and
others containing, amongst other things, the Offer
Offer Period the period commencing on 21 December 2006 and ending on the
date which is 21 days following the posting of the Offer
Document or, if later, on the date on which the Offer becomes
or is declared unconditional as to acceptances or lapses or is
withdrawn
Offer Price 159.25 pence in cash per Teesland Share
Official List the Official List of the UK Listing Authority
Overseas Shareholders Teesland Shareholders (or nominees of, or custodians or
trustees for Teesland Shareholders) not resident in or
citizens of the United Kingdom
Panel the Panel on Takeovers and Mergers
Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No.
3755)
Regulatory Information Service any of the services set out in Appendix 3 to the Listing Rules
SCAMP SCAMP Holdings Limited
SCAMP Directors or Directors of SCAMP the directors of SCAMP at the date of this announcement
SCAMP Group SCAMP and its subsidiaries and subsidiary undertakings
Securities Act the United States Securities Act of 1933, as amended
subsidiary and subsidiary undertaking the meaning given to these terms in the Act but for those
purposes ignoring paragraph 20(1)(b) of Schedule 4A to the
Companies Act 1985
Substantial Interest a direct or indirect interest in 20 per cent. or more of the
voting or equity capital (or equivalent) of an undertaking
Takeovers Directive Regulations The Takeovers Directive (Interim Implementation) Regulations
2006 (SI 2006 No.1183)
Teesland Teesland Plc
Teesland Directors or Directors of the directors of Teesland at the date of this announcement
Teesland
Teesland Group Teesland and its subsidiaries and subsidiary undertakings
Teesland Shareholders holders of Teesland Shares
Teesland Share Schemes The Teesland Plc Long Term Incentive Plan, the Teesland Plc
Approved Company Share Option Plan, the Teesland Plc Sharesave
Plan and the Teesland Plc Employee Benefit Trust;
Teesland Shares includes:
(i) the existing unconditionally allotted or
issued and fully paid ordinary shares of 1 penny each in the
capital of Teesland; and
(ii) any further ordinary shares of 1 penny
each in the capital of Teesland which are unconditionally
allotted or issued and fully paid before the Offer closes or
before such earlier date as SCAMP (subject to the City Code)
may determine not being earlier than the date on which the
Offer becomes or is declared unconditional as to acceptances,
but excludes any shares held as treasury shares on such date
as SCAMP may determine before the Offer closes (which may be a
different date to the date referred to in (ii))
treasury shares any Teesland Shares held by Teesland as treasury shares
UBS or UBS Investment Bank UBS Limited, a company incorporated in England and Wales with
registered number 2035362
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland (and
its dependent territories)
UK Listing Authority the Financial Services Authority acting in its capacity as the
competent authority for the purposes of Part VI of the
Financial Services and Markets Act 2000
uncertificated or in uncertificated form a Teesland Share which is for the time being recorded on the
relevant register of the share or security concerned as being
held in uncertificated form in CREST and title to which, by
virtue of the Regulations, may be transferred by means of
CREST
United States of America or United States the United States of America, its territories and possessions,
or US any state of the United States of America and the District of
Columbia
US Person a US person as defined in Regulation S under the Securities
Act
All references to time in this document are to London time.
Words importing the singular shall include the plural and vice versa and words
importing the masculine gender shall include the feminine or neutral gender.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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