RNS Number:8699I
Westside Acquisitions PLC
18 March 2003
WESTSIDE ACQUISITIONS PLC
("Westside")
RECOMMENDED OFFERS BY SEYMOUR PIERCE LIMITED
ON BEHALF OF WESTSIDE ACQUISITIONS PLC
FOR REVERSE TAKE-OVER INVESTMENTS PLC ("RTI")
This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia, Ireland, South Africa or Japan.
1. Introduction
The Boards of Westside and RTI today announce the terms of an offer to be made
by Seymour Pierce, on behalf of Westside, to acquire the entire issued and to be
issued share capital of RTI (other than those RTI Shares already owned, or
contracted to be acquired, by Westside through its wholly owned subsidiary
Westside Investments Limited) on the basis of 4 New Westside Shares for every 11
RTI Shares, together with a cash alternative of 0.75 pence for each RTI Share
("the Share Exchange Offer"). RTI Shareholders may only choose to accept either
the Share Exchange Offer in full or the Cash Alternative in full.
In addition, the Boards of Westside and RTI also announce the terms of an offer
to be made by Seymour Pierce, on behalf of Westside, for all the RTI Warrants in
issue (other than those RTI Warrants already owned, or contracted to be
acquired, by Westside through its wholly owned subsidiary Westside Investments
Limited) on the basis of 4 New Westside Warrants for every 11 RTI Warrants in
issue, together with a cash alternative of 0.01 pence per RTI Warrant ("the
Warrant Offer"). RTI Warrantholders may only choose to accept either the Warrant
Offer in full or the Warrant Cash Alternative in full.
Westside already owns, through its wholly owned subsidiary Westside Investments
Limited, 50,000,000 RTI Shares and 12,500,000 RTI Warrants.
2. Undertakings to accept the Offers
Westside has received undertakings, further details of which are set out below,
to accept the Share Exchange Offer from the following significant RTI
Shareholders representing approximately 17.87 per cent. of the issued share
capital of RTI, as at the date of this announcement, and approximately 27 per
cent. of the issued share capital of RTI excluding the 50,000,000 RTI Shares
held by Westside Investments Limited:
Number of issued Percentage of issued
RTI Shareholder RTI Shares RTI Shares
Richard Owen 5,000,000 3.38
Geoffrey Simmonds (1) 5,000,000 3.38
David Hillel 1,000,000 0.68
Warren Roiter 2,500,000 1.69
Robert MacDonnell 2,000,000 1.35
William Weston 10,937,500 7.39
Total 26,437,500 17.87
Note: (1) Geoffrey Simmonds' beneficial holdings include those of Avonlaw
Limited, a company wholly owned by Geoffrey Simmonds.
The above undertakings will remain binding unless a higher competing offer is
made for the entire issued and to be issued ordinary share capital of RTI and
such offer is worth at least 10 per cent. more in value than the Share Exchange
Offer.
Westside has received undertakings, further details of which are set out below,
to accept the Warrant Offer from the following significant RTI Warrantholders
representing approximately 45.48 per cent. of the RTI Warrants in issue, as at
the date of this announcement, and approximately 59.3 per cent. of the RTI
Warrants in issue excluding the 12,500,000 RTI Warrants held by Westside
Investments Limited:
Number of issued Percentage of issued
RTI Warrantholder RTI Warrants RTI Warrants
Richard Owen 7,250,000 13.53
Geoffrey Simmonds (1) 7,250,000 13.53
David Hillel 250,000 0.47
Warren Roiter 6,625,000 12.36
Robert MacDonnell 500,000 0.93
William Weston 2,500,000 4.66
Total 24,375,000 45.48
Note: (1) Geoffrey Simmonds' beneficial holdings include those of Avonlaw
Limited, a company wholly owned by Geoffrey Simmonds.
The above undertakings will remain binding unless a higher competing offer is
made for the RTI Warrants and such offer is worth at least 10 per cent. more in
value than the Warrant Offer.
Westside also announces the Tender Offers to Westside Shareholders and Westside
Warrantholders, which may result in the cash resources of the Enlarged Group
being reduced, further details of which are set out below and in the Circular
sent today to Westside Shareholders and Westside Warrantholders and, for
information only, to Westside Share Optionholders, RTI Shareholders, RTI
Warrantholders and RTI Share Optionholders.
3. Terms of the Share Exchange Offer
The Share Exchange Offer is being made on the following basis:
4 New Westside Shares for every 11 RTI Shares
with a Cash Alternative of 0.75 pence for each RTI Share
The Share Exchange Offer values the entire issued share capital of RTI (assuming
no exercise of any RTI Warrants or the exercise of any options granted under the
RTI Share Option Scheme) at approximately #1.4 million, based on the Closing
Price of 2.625 pence per Westside Share on 17 March 2003 (the business day
immediately prior to the date of this announcement. The Cash Alternative values
the entire issued share capital of RTI (assuming no exercise of any RTI Warrants
or the exercise of any options granted under the RTI Share Option Scheme) at
approximately #1.1 million.
The Share Exchange Offer represents a premium of approximately 27.3 per cent. to
the Closing Price of 0.75p per RTI Share on 17 March 2003 (the business day
immediately prior to this announcement) and the Cash Alternative is equivalent
to the Closing Price of RTI Shares on 17 March 2003 (the business day
immediately prior to the date of this announcement). However, the net asset
value of a RTI Share as at 31 December 2002, based on the audited accounts of
RTI for the year ended 31 December 2002, was 0.75p per RTI Share.
4. Terms of the Warrant Offer
The Warrant Offer is being made on the following basis:
4 New Westside Warrants for every 11 RTI Warrants
with a Cash Alternative of 0.01 pence for each RTI Warrant
The Closing Price of a RTI Warrant on 17 March 2003 (the business day
immediately prior to the date of this announcement) was 0.5p per RTI Warrant and
the Closing Price of a Westside Warrant on 17 March 2003 (the business day
immediately prior to the date of this announcement) was 1.375p per Westside
Warrant. Therefore, the Warrant Offer does not represent either a discount or a
premium to RTI Warrantholders. The Warrant Cash Alternative values the issued
RTI Warrants at approximately #5,300.
5. The Conditions of the Offers
The conditions of the Share Exchange Offer are specified in Appendix I of this
announcement and include the receipt by Westside by no later than 3.00 p.m. on 9
April 2003 (or such later date as Westside may decide and the Takeover Panel may
permit) of acceptances in respect of 90 per cent. of the RTI Shares to which the
Share Exchange Offer relates (or such lesser percentage as Westside may, subject
to the Code, decide) and the London Stock Exchange announcing that it has agreed
to admit the New Westside Shares to trading on AIM.
RTI today announced its audited preliminary results for the year ended 31
December 2002. RTI incurred a loss, after taxation, for the year ended 31
December 2002 of approximately #171,000. RTI's cash balances as at 31 December
2002, as derived from the audited preliminary results of RTI for the year ended
31 December 2002, were approximately #960,000.
The conditions of the Warrant Offer are also specified in Appendix I of this
announcement and include, the receipt by Westside by no later than 3.00 p.m. on
9 April 2003 (or such later date as Westside may decide and the Takeover Panel
may permit) of acceptances in respect of 90 per cent. of the RTI Warrants to
which the Warrant Offer relates (or such lesser percentage as Westside may,
subject to the Code, decide) and the London Stock Exchange announcing that it
has agreed to admit the New Westside Warrants to trading on AIM.
The Warrant Offer is conditional on the Share Exchange Offer becoming or being
declared unconditional in all respects.
6. Background to and reasons for the Share Exchange Offer
The Boards of both Westside and RTI remain committed to the business strategy
envisaged by RTI. However, the directors of both companies believe that the
following benefits would be derived by merging the businesses of Westside and
RTI:
* the costs of running one public limited company would be less than the
costs for two public limited companies and the Enlarged Group would still be
able to continue with RTI's stated strategy; and
* the combined balance sheet of Westside will be stronger than that of RTI
at present and should improve the opportunities for potential transactions
available to RTI.
The Boards of Westside and RTI believe that some RTI Shareholders may wish to
dispose of their RTI Shares in the short term but the bid price quoted in
respect of RTI Shares over recent months may be unattractive to RTI
Shareholders. In addition, demand in the market for RTI Shares in recent months
has, in the opinion of the Boards of Westside and RTI, been such that a RTI
Shareholder may have difficulty in disposing of their RTI Shares at a price
which is as valuable as either the Cash Alternative or the value of the New
Westside Shares being offered under the Share Exchange Offer.
The Board of Westside has indicated that RTI Shareholders who intend accepting
the Cash Alternative and who are not Westside Shareholders may be offered the
right to participate in any future public Westside fundraisings of a RTI cash
shell vehicle, where a prospectus complying with the POS Regulations is
published.
7. RTI Directors and employees
The Board of Westside has confirmed to the Independent Directors of RTI that the
existing employment rights, including the pension rights, of all directors and
employees of RTI will be fully safeguarded in the event of the Offers becoming
or being declared unconditional in all respects.
The Board of Westside has also indicated that it intends to retain a separate
board for RTI in the event of the Offers becoming or being declared
unconditional in all respects and the composition of the Board of RTI will
remain the same as it is at present.
8. RTI Warrantholder approval
Westside intends to apply the provisions of section 428 to 430F of the Act to
compulsorily acquire any outstanding RTI Warrants under the Warrant Offer.
Under the RTI Deed Poll, RTI Warrantholders are entitled to exercise their RTI
Warrants at any time during the period of 180 days following the date of notice
from RTI to RTI Warrantholders that an offer has been made which would result in
a majority of the votes which may normally be cast on a poll at a general
meeting of RTI becoming vested in an offeror. The approval of RTI Warrantholders
will therefore be sought at the RTI Warrantholder EGM to be held at 11.00 a.m.
on 10 April 2003 to amend the RTI Deed Poll by reducing the RTI Warrant exercise
period in the circumstances highlighted above from 180 to 30 days thereby
enabling Westside to apply the provisions of sections 428 to 430F of the Act to
any outstanding RTI Warrants without then conflicting with the current terms of
the RTI Deed Poll. A notice convening this meeting has been despatched to RTI
Warrantholders today. The resolution proposed at the RTI Warrantholder EGM will
be conditional on the Warrant Offer becoming or being declared unconditional.
The Board of RTI, Westside, Avonlaw Limited and William Weston have given
irrevocable undertakings to vote in favour of the resolution to be proposed at
the RTI Warrantholder EGM in respect of their own beneficial holdings of in
aggregate 36,875,000 RTI Warrants, representing approximately 68.8 per cent. of
the existing issued RTI Warrants.
9. Westside Shareholder approval
The Offers are conditional upon, inter alia, approval by Westside Shareholders
of such resolutions as may be necessary to approve, implement and effect the
Offers. Westside has today despatched a notice to its shareholders convening the
Westside EGM for that purpose. Westside has received undertakings from certain
Westside Shareholders and the Independent Directors of Westside to vote in
favour of all of the Resolutions at the Westside EGM in respect of their
aggregate holdings of 5,800,000 Westside Shares (representing in aggregate
approximately 7.1 per cent. of the existing issued share capital of Westside).
The Westside EGM will be held at the offices of Finers Stephens Innocent, 179
Great Portland Street, London W1W 5LS at 10.00 a.m. on 10 April 2003.
10. Westside Warrantholder approval
The Warrant Offer is conditional on the passing of certain resolutions to be
proposed at the Westside Warrantholder GM. Westside has today despatched a
notice to the Westside Warrantholders convening the Westside Warrantholder GM
for that purpose. Westside has received undertakings from John Zucker and the
Independent Directors of Westside to vote in favour of all of the resolutions
proposed at the Westside Warrantholder GM in respect of their aggregate holdings
of 2,800,000 Westside Warrants (representing in aggregate approximately 32 per
cent. of the existing issued Westside Warrants).
The Westside Warrantholder GM will be held at the offices of Finers Stephens
Innocent, 179 Great Portland Street, London W1W 5LS at 10.30 a.m. on 10 April
2003 (or as soon thereafter as the Westside EGM shall have been concluded or
adjourned).
11. Admission and dealings
Application will be made to AIM for the New Westside Shares and New Westside
Warrants to be admitted to trading on AIM. It is expected that admission to AIM
will become effective and dealings will commence on AIM in the New Westside
Shares and New Westside Warrants on the first dealing day following the date on
which the Offers become or are declared unconditional in all respects (save only
for the condition relating to Admission).
It is likely that some New Westside Shares and New Westside Warrants will be
issued after the expected Admission date referred to above to RTI Shareholders
and RTI Warrantholders who do not validly accept the Offers before the first
closing date and, accordingly, admission of such New Westside Shares and New
Westside Warrants to trading on AIM may become effective and dealings in them
may commence on one or more subsequent dates.
12. Compulsory acquisition and de-listing
If the Share Exchange Offer becomes or is declared unconditional in all
respects, and subject to any applicable requirements of OFEX, Westside intends
to procure the making of an application by RTI for the cancellation of the OFEX
trading facilities for RTI Shares and RTI Warrants. It is anticipated that such
cancellation will take effect on the day following that on which the Share
Exchange Offer becomes or is declared unconditional in all respects.
13. New Westside Shares and New Westside Warrants
The terms of the New Westside Warrants will be identical in all material
respects to those of the RTI Warrants (other than in relation to their
subscription price and the requirements for approval of the Further Buy-Back and
approval for the cancellation of both the Further Share Premium Account and the
Capital Redemption Reserve).
14. The City Code on Takeovers & Mergers
The Offers, the Tender Offers and the Further Buy-Back give rise to certain
considerations under the Code. Brief details of the Panel, the Code and the
protections they afford to Westside Shareholders details of which are set out in
the Offer Document and the Circular.
15. The Westside Share Tender Offer
The terms of the Westside Share Tender Offer are set out in the letter from
Seymour Pierce contained in the
Circular and in the Share Tender Form posted to Westside Shareholders today.
Under the terms of the Westside Share Tender Offer Seymour Pierce will purchase
as principal, up to 32,467,723 Westside Shares (at the Tender Price of 3p per
Westside Share) for an aggregate consideration of up to #974,031.69, which
represents 60 per cent. of the Tenderable Westside Shares and approximately 40
per cent. of the existing issued ordinary share capital of Westside.
The Westside Share Tender Offer is conditional on the passing of certain
resolutions to be proposed at the Westside EGM, the passing of certain
resolutions by Westside Warrantholders at the Westside Warrantholder GM and the
registration at Companies House of an order from the High Court confirming the
Capital Cancellation. The Westside Share Tender Offer will be void if less than
1 per cent. of the issued Westside Shares as at the Record Date in aggregate are
tendered by Qualifying Westside Shareholders.
The Westside Share Tender Offer opens on 18 March 2003 and closes at 10.00 a.m.
on 8 April 2003.
Only Qualifying Westside Shareholders may participate in the Westside Share
Tender Offer.
RTI Shareholders, RTI Warrantholders and holders of options under the RTI Share
Option Scheme
will not be eligible to participate in the Westside Share Tender Offer, in the
event of the Offers becoming or being declared unconditional.
16. Interests of the Board of Westside in RTI
As at 17 March 2003, the latest practicable date prior to this announcement, the
Board of Westside had beneficial interests in the RTI Shares, RTI Warrants and
RTI Share Options, as follows:
Number of Number of Number of
Name RTI Shares RTI Warrants RTI Share Options
Richard Owen 5,000,000 7,250,000 12,650,000
Geoffrey Simmonds (1) 5,000,000 7,250,000 12,650,000
David Meddings 550,000 130,000 -
John Zucker 2,550,000 630,000 -
David Coldbeck 800,000 192,500
Note: (1) Geoffrey Simmonds' beneficial holdings include those of Avonlaw
Limited, a company wholly owned by Geoffrey Simmonds.
17. The Westside Warrant Tender Offer
The terms and conditions of the Westside Warrant Tender Offer are set out in the
letter from Seymour Pierce contained in the Circular and in the Warrant Tender
Form posted to Westside Warrantholders today.
Under the terms of the Westside Warrant Instrument, if Westside makes any offer
or invitation to Westside Shareholders then it is bound to make the same offer
or invitation to each Westside Warrantholder as if his subscription rights had
been exercised on the day immediately preceding the record date of such offer or
invitation on the basis then applicable. Accordingly, Westside is, subject to
all of the conditions of the Westside Share Tender Offer being fulfilled, making
an offer to purchase from the Westside Warrantholders up to 3,501,893 Westside
Warrants (being the same proportion of the Westside Warrants as the proportion
of Westside Shares which are subject to the Westside Share Tender Offer) at 0.5p
per Westside Warrant.
Under the terms of the Westside Warrant Tender Offer Seymour Pierce will
purchase as principal up to 3,501,893 Westside Warrants, being approximately 40
per cent. of the Westside Warrants in issue or approximately 59 per cent. of the
Tenderable Westside Warrants, for a total aggregate consideration of up to
#17,509.47.
18. Interests of the Board of RTI in RTI
Number of Number of Number of
Name RTI Shares RTI Warrants RTI Share Options
Richard Owen 5,000,000 7,250,000 12,650,000
Geoffrey Simmonds (1) 5,000,000 7,250,000 12,650,000
David Hillel 1,000,000 250,000 -
Warren Roiter 2,500,000 6,625,000 -
Robert MacDonnell 2,000,000 500,000 -
Note: (1) Geoffrey Simmonds' beneficial holdings include those of Avonlaw
Limited, a company wholly owned by Geoffrey Simmonds.
Recommendations
The Independent Directors of RTI, being David Hillel and Robert MacDonnell, who
have been so advised by their financial advisers, Fisher Corporate plc, consider
the terms of the Offers to be fair and reasonable as regards RTI Shareholders
and RTI Warrantholders. In providing its advice to the Independent Directors of
RTI, Fisher Corporate plc has taken into account the commercial assessments of
the Independent Directors of RTI.
Accordingly, the Independent Directors of RTI unanimously recommend RTI
Shareholders and RTI Warrantholders to accept the Offers.
RTI Warrantholders should note that in choosing to accept the Warrant Offer,
they may incur a capital gains tax liability; RTI Warrantholders who are in
doubt as to the action to be taken should seek their own independent financial
advice and should note that there is a nominal cash alternative offer for the
RTI Warrants.
The Independent Directors have irrevocably undertaken to accept the Share
Exchange Offer in respect of their own beneficial holdings of, in aggregate,
3,000,000 RTI Shares, representing approximately 2 per cent. of RTI's issued
share capital. In addition, they have irrevocably undertaken to accept the
Warrant Offer in respect of their own beneficial holdings of, in aggregate,
750,000 RTI Warrants, representing approximately 1.4 per cent. of the existing
issued RTI Warrants.
Enquiries:
Reverse Take-Over Investments plc David Hillel Tel: 020 7637 4121
Randall MacDonnell Tel: 020 8788 9462
Westside Acquisitions plc David Meddings Tel: 020 7644 8956
David Coldbeck Tel: 01344 311 727
Hugo de Salis St Brides Media Tel: 020 7242 4477
Mark Percy Seymour Pierce Ltd Tel: 020 7648 8700
Ewan Leggat
Fisher Corporate plc Paul Beber Tel: 020 7388 7000
John East & Partners Ltd David Worlidge Tel: 020 7628 2200
Simon Clements
Seymour Pierce Limited ("Seymour Pierce"), which is regulated in the United
Kingdom by The Financial Services Authority, is acting for Westside Acquisitions
plc ("Westside") and no one else in connection with the Offers and will not be
responsible to anyone other than Westside for providing the protections afforded
to customers of Seymour Pierce or for providing advice in relation to the Offers
or any matter referred to herein.
John East & Partners Limited, which is regulated by the Financial Services
Authority, is acting for the Independent Directors of Westside in connection
with the Offers, the Tender Offers, the Further Buy-Back and the waiver of Rule
9 of the Code and is not acting for any other person and will not be responsible
to any other person for providing the protections afforded to customers of John
East & Partners Limited or for providing advice in relation to the Offers or the
Tender Offers or the Further Buy-Back or the waiver of Rule 9 of the Code or any
matter referred to herein.
Fisher Corporate plc ("Fisher Corporate"), which is regulated in the United
Kingdom by The Financial Services Authority, is acting for Reverse Take-Over
Investments plc ("RTI") and no one else in connection with the Offers and will
not be responsible to anyone other than RTI for providing the protections
afforded to customers of Fisher Corporate or for providing advice in relation to
the Offers or any matter referred to herein.
The availability of the Offers and Tender Offers to persons who are not resident
in the United Kingdom may be affected by the laws of the relevant jurisdiction.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements of the relevant jurisdictions.
This announcement does not constitute an offer of securities for sale in the
United States and neither the Westside Shares nor the New Westside Shares nor
the Westside Warrants nor the New Westside Warrants have been, and will not be,
registered under the United States Securities Act of 1933, as amended, nor under
any laws of any state of the United States, and the relevant clearances have not
been and will not be obtained from the relevant authorities in Canada,
Australia, South Africa, Ireland or Japan. Accordingly, New Westside Shares and
New Westside Warrants may not be offered, sold or delivered, directly or
indirectly, in or into the United States, Canada, Australia, South Africa,
Ireland or Japan except pursuant to exemptions from applicable requirements of
such jurisdictions.
The Offers and the Tender Offers will not be made, directly or indirectly, in or
into, or by use of the mails or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facilities of a national, state or other securities exchange
of, the United States, Canada, Australia, South Africa, Ireland or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction and the Offers and the Tender Offers will not be capable of
being accepted by any such use, means or instrumentality or otherwise from or
within the United States, Canada, Australia, South Africa, Ireland or Japan or
such other jurisdiction and doing so may render invalid any proposed acceptance
of the Offers or the Tender Offers. Accordingly, for the purposes of the Offers
or the Tender Offers, copies of this announcement, the Offer Document, the
Circular and the relevant forms of acceptance and any other document relating to
the Offers or the Tender Offers will not, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from the United States, Canada,
Australia, Ireland or Japan or such other jurisdiction. This announcement does
not constitute an offer or an invitation to purchase any securities.
Attention is drawn to Rule 8.3 of the Code under which the dealings during an
offer period in "Relevant Securities" of every person who owns or controls, or
will own or control in consequence of any dealing (directly or indirectly), 1
per cent. of any class of such securities, and also the dealings of any other
person through whom such ownership or control is derived, must be publicly
disclosed. The rule does not apply to recognised market makers dealing in that
capacity, but Relevant Securities comprised in investment accounts managed on a
discretionary basis are treated as controlled by the managers. "Relevant
Securities" include, in essence, the securities of RTI for which the Offers are
made, any equity share capital of Westside, any securities carrying conversion
or subscription rights into, options over and derivatives referenced to, any of
the foregoing and a dealing includes the taking, granting or exercising of any
option (including a traded option), the exercise of any such conversion or
subscription rights, or the acquisition of, entering into, closing out, exercise
of rights under, or variation of the derivative. Disclosure must be made not
later than 12.00 noon on the business day following the date of the transaction
and is to be made to a Regulatory Information Service and a copy must be faxed
to the Takeover Panel. This is only a summary of the rules. Further information
is to be found in the Code and can be obtained from the Takeover Panel.
Telephone 020 7382 9026, Fax 020 7638 1554 or from the Takeover Panel's website
at www.thetakeoverpanel.org.uk.
Application will be made for the New Westside Shares and New Westside Warrants
to be admitted to trading on AIM. AIM is a market designed primarily for
emerging or smaller companies to which a higher investment risk tends to be
attached than to larger or more established companies. AIM securities are not
admitted to the official list of the UKLA. It is expected that admission of
these securities to trading on AIM will become effective and dealings, for
normal settlement, will commence on the first business day following the day on
which the Offers become or are declared unconditional in all respects (save only
for the condition of the Offers relating to Admission).
The New Westside Shares and New Westside Warrants to be issued pursuant to the
Offers have not been and will not be registered under the United States
Securities Act of 1933, as amended, or under the securities laws of any
jurisdiction of the United States, and no document has been or will be filed or
registration made under any securities laws of Canada in connection with the
issue of securities in any jurisdiction in Canada, nor has a document in
relation to the New Westside Shares or New Westside Warrants been, nor will they
be lodged with or registered by the Australian Securities Commission nor have
steps been taken, nor will any steps be taken, to enable the New Westside Shares
or New Westside Warrants to be offered in compliance with applicable securities
laws of Japan, Ireland or South Africa. Accordingly, unless an exemption under
the relevant securities laws of such jurisdictions is available, the New
Westside Shares and New Westside Warrants may not be offered, sold, re-sold or
delivered, directly or indirectly, in or into the United States, Canada,
Australia, Ireland, South Africa or Japan.
The Board of RTI accepts responsibility for the information contained in this
announcement relating to RTI and its directors and members of their immediate
families and related trusts, other than that relating to the recommendation of
the Offers by the Independent Directors of RTI and their associated opinions for
which the Independent Directors of RTI alone accept responsibility as specified
below. To the best of the knowledge and belief of the Board of RTI (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
The Independent Directors of RTI accept responsibility for the information
relating to the Independent Directors of RTI's recommendation of the Offers and
their associated opinions. To the best of the knowledge and belief of the
Independent Directors of RTI (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement for which they
are responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Board of Westside accepts responsibility for the information contained in
this announcement relating to Westside and its directors and members of their
immediate families and related trusts. To the best of the knowledge and belief
of the Board of Westside (who have taken all reasonable care to ensure that such
is the case), the information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.
APPENDIX I
CONDITIONS OF THE OFFERS
The Offers, which are made by Seymour Pierce on behalf of Westside, will comply
with the applicable rules and regulations of the London Stock Exchange, the AIM
Rules, the OFEX Rulebook and the Code. The Offers are also governed by English
law and subject to the jurisdiction of the English courts and are subject to the
terms and conditions set out below.
CONDITIONS
Each of the Share Exchange Offer and the Warrant Offer are (unless otherwise
stated) subject to the following conditions and (where applicable) the further
conditions set out in Part B of Appendix I of the Offer Document:
(a) in respect of the Share Exchange Offer, valid acceptances being received
(and not, where permitted, withdrawn) by 3.00 p.m. (London time) on 9 April 2003
(or such later time(s) and/or date(s) as Westside may, with the consent of the
Takeover Panel or in accordance with the Code, decide) in respect of not less
than 90 per cent. (or such lesser percentage as Westside may decide) in nominal
value of the RTI Shares to which the Share Exchange Offer relates, provided that
this condition shall not be satisfied unless Westside and/or any of its
wholly-owned subsidiaries shall have acquired or agreed to acquire, whether
pursuant to the Share Exchange Offer or otherwise, RTI Shares carrying in
aggregate more than 50 per cent. of the voting rights then normally exercisable
at general meetings of RTI Shareholders including for this purpose (except to
the extent, if any, required by the Panel) any voting rights attaching to any
RTI Shares which are unconditionally allotted or issued before the Share
Exchange Offer becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of conversion or subscription rights or otherwise. For
the purposes of this condition:
i. the expression "RTI Shares to which the Share Exchange Offer relates" shall
be construed in accordance with sections 428 to 430F of the Act; and
ii. RTI Shares which have been unconditionally allotted but not issued shall be
deemed to carry the voting rights which they will carry upon their being
issued;
(b) in respect of the Warrant Offer, valid acceptances being received (and not,
where permitted, withdrawn) by 3.00 p.m. (London time) on 9 April 2003 (or such
later time(s) and/or date(s) as Westside may, with the consent of the Takeover
Panel or in accordance with the Code, decide) in respect of not less than 90 per
cent. (or such lesser percentage as Westside may decide) in value of the RTI
Warrants to which the Warrant Offer relates, provided that this condition shall
not be satisfied unless Westside and/or any of its wholly-owned subsidiaries
shall have acquired or agreed to acquire, whether pursuant to the Warrant Offer
or otherwise, RTI Warrants carrying in aggregate more than 50 per cent. of the
voting rights then normally exercisable at general meetings of RTI
Warrantholders including for this purpose (except to the extent, if any,
required by the Panel) any voting rights attaching to any RTI Warrants which are
unconditionally allotted or issued before the Warrant Offer becomes or is
declared unconditional as to acceptances. For the purposes of this condition:
i. the expression "RTI Warrants to which the Warrant Offer relates" shall be
construed in accordance with sections 428 to 430F of the Act; and
ii. RTI Warrants which have been unconditionally allotted but not issued shall
be deemed to carry the voting rights which they will carry upon their being
issued;
(c) in respect of the Share Exchange Offer, clearances having been received from
the Inland Revenue under Section 138 of the Taxation of Chargeable Gains Act
1992 and Section 707 of the Income and Corporation Taxes Act 1988;
(d) in respect of the Share Exchange Offer, the London Stock Exchange agreeing
to admit the New Westside Shares to trading on AIM, such admission becoming
effective in accordance with the admission and disclosure standards of the AIM
Rules and the Code;
(e) in respect of the Warrant Offer, the London Stock Exchange agreeing to admit
the New Westside Warrants to trading on AIM, such admission becoming effective
in accordance with the admission and disclosure standards of the AIM Rules and
the Code;
(f) except as disclosed in writing by or on behalf of RTI to Westside, or its
advisers or publicly announced by or on behalf of RTI in any such case prior to
18 March 2003, no government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade agency,
association, institution or any other body or person whatsoever in any
jurisdiction (each a "Third Party") having taken, decided to take, instituted,
implemented or threatened in writing any action, proceeding, suit,
investigation, enquiry or reference, or enacted, made or proposed any statute,
regulation, decision or order which could reasonably be expected to:
i. require, prevent or delay the divestiture, or alter the terms envisaged for
any proposed divestiture, by any member of the Westside Group or by RTI (or
any of its respective subsidiaries or subsidiary undertakings) of all or any
material portion of their respective businesses, assets or property, or
impose any material limitation on the ability of any of them to conduct
their respective businesses (or any of them) or to own all or any material
portion of their respective assets or properties;
ii. require, prevent or delay the divestiture by any member of the Westside
Group of any RTI Shares or RTI Warrants;
iii. impose any material limitation on, or result in a significant delay in, the
ability of any member of the Westside Group directly or indirectly to
acquire or to hold or to exercise effectively any rights of ownership in
respect of shares or loans or securities convertible into shares or any
other securities (or the equivalent) in any member of the RTI Group or to
exercise management control over any such member;
iv. otherwise materially adversely affect the business, assets or profits of the
RTI Group;
v. make the Offers or the implementation of the Offers or the acquisition or
proposed acquisition of any RTI Shares or RTI Warrants or other securities
in, or control of, RTI by any member of the Westside Group void, illegal,
and/or unenforceable under the laws of any relevant jurisdiction, or
otherwise materially directly or indirectly, restrain, restrict, prohibit,
delay or otherwise adversely interfere with the same, or impose additional
material conditions or obligations with respect thereto, or otherwise
materially challenge or require amendment to the terms of the Offers or any
such acquisition;
vi. require any member of the Westside Group or the RTI Group to acquire or
offer to acquire any shares or other securities (or the equivalent) or any
interest in any member of the RTI Group (other than in implementing the
Offers) or the Westside Group owned by any third party;
vii. result in any member of the RTI Group ceasing to be able to carry on
business under any name under which it presently does so to an extent which
is material to that member;
and all applicable waiting and other time periods during which any such
Third Party could take, decide to take, institute, implement or threaten
any action, proceeding, suit, investigation, enquiry or reference or any
other step under the laws of any relevant jurisdiction in respect of the
Offers having expired, lapsed or been terminated;
(g) all necessary filings or applications having been made in connection with
the Offers; and all appropriate waiting periods (including extensions thereof)
in respect of the Offers or the implementation of the Offers under any
applicable legislation or regulations of any relevant jurisdiction having
expired, lapsed or been terminated (as appropriate); and all statutory or
regulatory obligations in any relevant jurisdiction having been complied with in
connection with the Offers or the acquisition by any member of the Westside
Group of any shares or other securities in, or control of, RTI and all
authorisations, orders, recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals ("Authorisations") deemed by Westside to
be necessary or appropriate for or in response to the Offers or the proposed
acquisition of any RTI Shares or RTI Warrants or other securities in, or control
of, RTI by any member of the Westside Group having been obtained in terms and in
a form satisfactory to Westside (acting reasonably) for all appropriate Third
Parties or persons with whom any member of the RTI Group has entered into
contractual arrangements; and all such Authorisations, together with all
Authorisations necessary or appropriate to carry on the business of any member
of the RTI Group remaining in full force and effect; and all appropriate waiting
periods (including extensions thereof) under any applicable legislation and
regulations of any jurisdiction having expired, lapsed or been terminated and
all filings necessary for such purpose having been made; and there being no
written notice of any intention to revoke or not to renew any of the same at the
time at which the Offers become otherwise unconditional; and all necessary
statutory or regulatory obligations in any jurisdiction having been complied
with;
(h) since 31 December 2002 as set out in the audited annual accounts of RTI,
except as disclosed in writing by or on behalf of RTI to Westside or its
advisers, or publicly announced by or on behalf of RTI in any such case prior to
18 March 2003, there being no provision of any agreement, arrangement, licence,
permit or other instrument to which any member of the RTI Group is a party or by
or to which any such member or any of its assets may be bound, entitled or
subject, which in consequence of the Offers or the proposed acquisition of any
RTI Shares or RTI Warrants or other securities in RTI or because of a change in
the control or management of RTI, could be expected to result in:
i. any monies borrowed by or any other indebtedness (actual or contingent) of,
or grant available to any such member, being or becoming repayable or
capable of being declared repayable immediately or earlier than their or its
stated maturity date or repayment date, or the ability of any such member to
borrow moneys or incur any indebtedness being withdrawn or inhibited which
is material in the context of the RTI Group taken as a whole;
ii. any such agreement, arrangement, licence, permit or instrument or the
rights, liabilities, obligations or interests of any such member thereunder
being terminated or adversely modified or affected, or any onerous
obligation or liability arising, or any adverse action being taken or
arising thereunder which is material in the context of the RTI Group taken
as a whole;
iii. any assets or interests of any such member being or failing to be disposed
of or charged, or any right arising under which any such asset or interest
could be required to be disposed of or charged otherwise than, in any such
case, in the ordinary course of trade on arm's length terms which is
material in the context of the RTI Group taken as a whole;
iv. the creation or enforcement of any mortgage, charge or other security
interest over the whole or any material part of the business, property or
assets of any such member, or any such security (whether arising or having
arisen) becoming enforceable which is material in the context of the RTI
Group taken as a whole;
v. the rights, liabilities, obligations or interests of any such member in, or
the business of any such member with, any person, company, firm or body (or
any agreements relating to any such interest or business) being terminated,
or adversely modified or affected to an extent material in the context of
the RTI Group taken as a whole;
vi. the value of any such member or its financial or trading position being
materially prejudiced or materially adversely affected;
vii. any such member ceasing to be able to carry on business under any name
under which it presently does so; or
viii. the creation of any material liability, actual or contingent, by any such
member which will or might reasonably be expected to have a material adverse
effect on the RTI Group, and no event having occurred which, under any
provision of any agreement, arrangement, licence, permit or other instrument
to which any member of the RTI Group is a party or by or to which any such
member or any of its assets may be bound, entitled or subject, could result
in any of the events referred to in sub-paragraphs (i) to (viii) of this
paragraph (h);
(i) except as disclosed in the audited annual accounts of RTI for the period to
31 December 2002, or as otherwise publicly announced by RTI in accordance with
the OFEX Rulebook on or prior to 18 March 2003 or as otherwise disclosed to
Westside, or its advisers by or on behalf of RTI prior to 18 March 2003, no
member of the RTI Group having, since 18 March 2003:
i. issued, authorised or proposed the issue of additional shares of any class,
save for RTI Shares issued pursuant to the exercise of options granted under
the RTI Share Option Scheme or pursuant to the exercise of RTI Warrants;
ii. issued or agreed to issue, authorised or proposed the issue of securities
convertible into shares or warrants of any class, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible
securities, save for the grant of options under the RTI Share Option Scheme
and the existing RTI Warrants;
iii. recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus, dividend or other distribution whether payable in cash or
otherwise;
iv. merged or demerged with or from any body corporate or, to an extent which is
material in the context of the RTI Group, acquired, disposed of,
transferred, mortgaged, charged or created any security interest over any
assets or any right, title or interest in any asset (including shares and
trade investments) or authorised, proposed or announced any intention to
propose any merger, demerger, acquisition or any such disposal, transfer,
mortgage, charge or security interest, save for intra-RTI Group
transactions;
v. made, authorised, proposed or announced an intention to propose any material
change in its loan capital, save as between RTI and its wholly owned
subsidiaries;
vi. issued, authorised or proposed the issue of any debentures, or become
subject to any material contingent liability or (save for intra-RTI Group
transactions in the ordinary course of business), incurred or increased any
material indebtedness;
vii. purchased, redeemed or repaid or announced any proposal to purchase, redeem
or repay any of its own shares or other securities or reduced or (save as in
respect to the matters mentioned in this sub-paragraph (i)) made any other
change to any part of its share capital, save for intra-RTI Group
transactions;
viii. implemented, or authorised, proposed or announced its intention to
implement any material reconstruction, amalgamation, scheme, commitment or
other transaction or arrangement, or entered into or changed the terms of
any material contract with any director or senior executive of the RTI Group
otherwise than in the ordinary course of business;
ix. entered into, varied, authorised, proposed or announced its intention to
enter into or vary any material contract, transaction or commitment (whether
in respect of capital expenditure or otherwise) which is of a long term,
onerous or unusual nature or magnitude or which is or is likely to be
materially restrictive on the businesses of any member of the RTI Group or
the Westside Group or which involves or is likely to involve an obligation
of such a nature or magnitude or which is other than in the ordinary courses
of business;
x. taken any corporate action or had any legal proceedings started or threatened
against it for its winding-up, dissolution, reorganisation or for the
appointment of a receiver, administrative receiver, administrator, trustee
or similar officer of all or any material part of its assets or revenues, or
any analogous proceedings in any jurisdiction or had any such person
appointed;
xi. entered into any contract, transaction or arrangement which is or would be
materially restrictive on the business of any member of the RTI Group;
xii. waived or compromised any material claim otherwise than in the ordinary
course of business;
xiii. entered into any contract or agreement or passed any resolution or made
any offer (which remains open for acceptance) with respect to, or announced
any intention to, or to propose to, effect any of the transactions, matters
or events referred to in this condition; or
xiv. made any material alteration to its memorandum or articles of association,
or its other incorporation documents;
(j) since 31 December 2002 and save as disclosed in the audited annual accounts
for the period then ended, and save as publicly announced in accordance with the
OFEX Rulebook by RTI prior to 18 March 2003 or as otherwise disclosed to
Westside or its advisers by or on behalf of RTI prior to 18 March 2003:
i. no material adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects which is
material in the context of the RTI Group taken as a whole;
ii. no material litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the RTI Group is a party (whether as a
plaintiff, defendant or otherwise), and no investigation by any Third Party
against or in respect of any member of the RTI Group having been commenced,
announced or threatened in writing by, against or remaining outstanding in
respect of any member of the RTI Group;
iii. no material contingent or other liability having arisen or become apparent
to Westside or its advisers, which would reasonably be expected to adversely
affect any member of the RTI Group; and
iv. no steps having been taken which are likely to result in the withdrawal,
cancellation, termination or material modification of any material licence,
authorisations and/or approvals held by any member of the RTI Group;
(k) save as disclosed in writing to Westside, or its advisers by or on behalf of
RTI, prior to 18 March 2003, Westside or its advisers not having discovered:
i. that any material financial, business or other information concerning the RTI
Group as contained in the information publicly disclosed at any time by any
member of the RTI Group or its advisers is materially misleading, contains a
material misrepresentation of fact or omits to state a fact necessary to
make that information not materially misleading in the context of the RTI
Group taken as a whole; or
ii. any fact or circumstance which materially and adversely affects the import
of any information material to the Offers in the context of the RTI Group
taken as a whole disclosed at any time by or on behalf of any member of the
RTI Group to Westside or its advisers;
(l) the Share Exchange Offer is conditional on the passing of resolutions
numbered 4, 5, 6, 7 and 11 to be proposed at the Westside EGM (or any
adjournment thereof);
(m) the Warrant Offer is conditional on the passing of resolutions numbered 2,
4, 5, 6, 7 and 11 to be proposed at the Westside EGM (or any adjournment
thereof) and resolution number 5 to be proposed at the Westside Warrantholder GM
(or any adjournment thereof);
(n) the Warrant Offer is conditional on the Share Exchange Offer becoming or
being declared unconditional in all respects.
For the purposes of these conditions the "RTI Group" means RTI and its
subsidiary undertakings, associated undertakings and any other undertaking in
which RTI and/or such undertakings (aggregating their interests') have a
significant interest, and the "Westside Group" means Westside and its subsidiary
undertakings, associated undertakings and any other undertaking in which
Westside and/or such undertakings (aggregating their interests) have a
significant interest, and for these purposes "subsidiary undertaking",
"associated undertaking" and "undertaking have the meanings given by the
Companies Act (other than paragraph 20(1)(b) of Schedule 4A to that Act which
shall be excluded for this purpose), and "significant interest means a direct or
indirect interest in more than 20 per cent. of the equity share capital (as
defined in that Act) but shall not include the RTI Group.
Westside reserves the right to waive, in whole or in part, all or any of the
above conditions (insofar as they are capable of being waived) (except
conditions (a), (b), (c), (d), (e), (l), (m) and (n)). If Westside is required
by the Takeover Panel to make an offer for RTI Shares or RTI Warrants under the
provisions of Rule 9 of the Code, Westside may make such alterations to the
above conditions of the Offers (including conditions (a), (b), (c), (d), (e),
(l), (m) and (n)) as are necessary to comply with the provisions of that Rule.
Each of the Share Exchange Offer and the Warrant Offer will lapse unless (where
appropriate) all the above conditions have been fulfilled, or (if capable of
being waived) waived by 3.00 p.m. (London time) on the day falling 21 days after
the later of 9 April 2003 and the date on which the Share Exchange Offer or the
Warrant Offer become or are declared unconditional as to acceptances, or such
later date as the Takeover Panel may agree, provided that Westside shall be
under no obligation to waive or treat as fulfilled any of conditions (f) to (k)
inclusive by a date earlier than the latest date specified above for the
fulfilment thereof notwithstanding that the other conditions of the Share
Exchange Offer or the Warrant 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 be incapable of fulfilment.
If either the Share Exchange Offer or the Warrant Offer lapse, it will cease to
be capable of further acceptance, and persons accepting the Share Exchange Offer
or the Warrant Offer, Seymour Pierce and Westside shall thereupon cease to be
bound by acceptances delivered on or before the date of such lapse.
The Warrant Offer is conditional on the Share Exchange Offer becoming or being
declared unconditional in all respects.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
otherwise requires:
"Act" the Companies Act 1985 (as amended)
"Admission" the admission of the New Westside Shares and New Westside
Warrants to trading on AIM
"AIM" the Alternative Investment Market of the London Stock
Exchange
"AIM Rules" the rules published by the London Stock Exchange relating
to AIM
"Board of Westside" the board of directors of Westside
"Board of RTI" the board of directors of RTI
"Cash Alternative" the cash alternative of 0.75p per RTI Share which is being
offered by Seymour Pierce on behalf of Westside to those
RTI Shareholders who do not wish to accept the Share
Exchange Offer and which is only capable of being accepted
by each RTI Shareholder in respect of his whole holding of
RTI Shares
"Capital Cancellation" the cancellation of the sum of #4,443,200 standing to the
credit of the Westside Share Premium Account
"Cheerful Scout" Cheerful Scout plc
"Circular" the document dated 18 March 2003 sent to Westside
Shareholders and Westside Warrantholders and (for
information only) to Westside Share Optionholders
containing details of, inter alia, the Tender Offers, the
Offers and including notices convening the Westside EGM and
the Westside Warrantholder GM
"Closing Date" the closing date under the Tender Offers, being 10.00 a.m.
on 8 April 2003 (or as extended by Seymour Pierce and
Westside)
"Closing Price" the closing middle-market quotation of a Westside Share, or
Westside Warrant, or a RTI Share or a RTI Warrant, as the
case may be, as derived from the AIM Appendix to the Daily
Official List of the London Stock Exchange or as confirmed
by OFEX plc, the operator of OFEX
"Code" The City Code on Takeovers and Mergers
"CREST" the computerised settlement to facilitate the transfer of
title of shares in an uncertificated form, operated by
CRESTCo
"CRESTCo" CRESTCo Limited, the operator (as defined in the
Regulations) of the system for trading shares in
uncertificated form known as "CREST"
"Enlarged Group" the Westside Group, as enlarged by the acquisition of RTI
"Forms of Acceptance" the RTI Share Form of Acceptance and the RTI Share
Warrant Form of Acceptance
"FSMA" Financial Services and Markets Act 2000
"Further Buy-Back" the further buy back by Westside of up to 5,838,379
Westside Shares in accordance with the Act, whose approval
from Westside Shareholders and Westside Warrantholders is
being sought at the Westside EGM and the Westside
Warrantholder GM
"Independent Directors of RTI" David Hillel and Robert MacDonnell, being the independent
directors of RTI, for the purposes of the Code in relation
to the Offers
"Independent Directors of Westside" David Meddings and David Coldbeck, being the independent
directors of Westside, for the purposes of the Code in
relation to the Offers and the Tender Offers
"Independent Westside Shareholders" the holders of Westside Shares excluding Richard Owen,
Geoffrey Simmonds, Avonlaw Limited and John Zucker
"Listing Rules" the listing rules of the UKLA
"London Stock Exchange" the London Stock Exchange plc
"New Westside Share Options" new options to subscribe for an aggregate of 9,200,000
Westside Shares at 2.75p per share
"New Westside Shares" the new ordinary shares of 1p each in the capital of
Westside to be issued, credited as fully paid, pursuant to
the Share Exchange Offer
"New Westside Warrants" the warrants to subscribe for Westside Shares to be issued
pursuant to the Warrant Offer
"OFEX" a market operated by OFEX plc, a company regulated by The
Financial Services Authority, which allows trading in the
securities of unquoted companies
"OFEX Rulebook" or "OFEX Rules" the rules of OFEX as published from time to time by OFEX
plc
"Offer Document" the offer document sent today to RTI Shareholders and RTI
Warrantholders (and for information only to holders of
options under the RTI Share Option Scheme, Westside
Shareholders, Westside Warrantholders and Westside Share
Optionholders) by Seymour Pierce on behalf of Westside
"Offers" the Share Exchange Offer and the Warrant Offer
"Offer Period" the period whilst either of the Offers remain open for
acceptance
"Official List" the official list of the UKLA
"Overseas Westside Shareholders" Westside Shareholders who are citizens or nationals of, or
who are resident in, jurisdictions outside the United
Kingdom
"Overseas Westside Warrantholders" Westside Warrantholders who are citizens or nationals of,
or who are resident in, jurisdictions outside the United
Kingdom
"POS Regulations" The Public Offers of Securities Regulations 1995, as
amended
"Qualifying Westside Shareholders" the holders of Westside Shares on the share register of
Westside at the Record Date, excluding certain Overseas
Westside Shareholders, subject to the sole discretion of
Westside and Seymour Pierce in relation to Overseas
Westside Shareholders
"Qualifying Westside Warrantholders" the holders of Westside Warrants on the warrant register of
Westside at the Record Date, excluding certain Overseas
Westside Warrantholders, subject to the sole discretion of
Westside and Seymour Pierce in relation to Overseas
Westside Warrantholders
"Receiving Agent" Capita IRG Plc, Corporate Actions PO Box 166, The Registry,
34 Beckenham Road, Beckenham, Kent, BR3 4TH
"Record Date" the close of business on 8 April 2003
"Regulations" the Uncertificated Securities Regulations 2001 (SI No 2001/
3755)
"Resolutions" the resolutions set out in the notice convening the
Westside EGM
"RTI" Reverse Take-Over Investments plc
"RTI Deed Poll" the deed poll dated 21 December 2000 constituting the RTI
Warrants
"RTI Group" RTI and its subsidiary undertakings
"RTI Share Form of Acceptance" the form of acceptance, authority and (where appropriate)
election relating to the Share Exchange Offer
"RTI Shareholders" holders of RTI Shares
"RTI Shares" the existing issued or unconditionally allotted and fully
paid ordinary shares of 0.5p each in the capital of RTI and
any further such shares that are issued or unconditionally
allotted before the time and date on which the Offers close
or such earlier time and/or date, (not without the consent
of the Takeover Panel being earlier than the date on which
the Offers become or are declared unconditional as to
acceptances or, if later, the first closing date of the
Offers) as Westside may decide
"RTI Share Optionholders" the holders of options under the RTI Share Option Scheme
the 25,300,000 options to subscribe for RTI Shares granted
to Richard Owen and Geoffrey Simmonds
"RTI Warrant Form of Acceptance" the form of acceptance and authority relating to the
Warrant Offer
"RTI Warrantholder" a holder of RTI Warrants
"RTI Warrantholder EGM" the extraordinary general meeting of RTI Warrantholders to
be held at 11.00 a.m. on 10 April 2003 for the purpose of
approving the changes to the RTI Deed Poll
"RTI Warrants" the 53,596,308 warrants to subscribe for RTI Shares
outstanding at the date of this announcement
"Securities Act" the US Securities Act of 1933 (as amended)
"Seymour Pierce" Seymour Pierce Limited
"Share Exchange Offer" the recommended offer by Seymour Pierce on behalf of
Westside to acquire the RTI Shares (other than those
already owned or controlled by the Westside Group) on the
terms and subject to the conditions set out in this
announcement, the Offer Document and the Forms of
Acceptance including, where the context so requires, any
subsequent revision, variation, extension or renewal of
such offer
"Share Premium Account" the share premium account of Westside as set out in
Westside's unaudited preliminary balance sheet as at 31
December 2002, which as at that date was #4,443,200
"Share Tender Form" the tender form issued for use by Westside Shareholders in
connection with the Westside Share Tender Offer
"Shell Company" a company listed on the Official List or traded on AIM or
through OFEX which has no business or no significant
business but which has an established shareholder base, or
a newly formed company which may be used for the purpose of
making a reverse take-over
"Takeover Panel" or "Panel" The Panel on Takeovers and Mergers
"Tenderable Westside Shares" 54,112,872 Westside Shares, being the entire issued
ordinary share capital of Westside, as at the date of this
announcement (which is 81,237,872 Westside Shares in
aggregate), less the number of Westside Shares in respect
of which Westside has received commitments or undertakings,
from the Board of Westside, Avonlaw Limited and William
Weston, not to tender their individual beneficial holdings
of Westside Shares (representing 27,125,000 Westside Shares
in aggregate) pursuant to the Westside Share Tender Offer
"Tenderable Westside Warrants" 5,962,128 Westside Warrants being the entire issued
Westside Warrants as at the date of this announcement
(which is 8,762,128 Westside Warrants in aggregate), less
the number of Westside Warrants in respect of which
Westside has received commitments or undertakings, from the
Board of Westside not to tender their individual beneficial
holdings of Westside Warrants (being 2,800,000 Westside
Warrants in aggregate) pursuant to the Westside Warrant
Tender Offer
"Tender Offers" the Westside Share Tender Offer and the Westside Warrant
Tender Offer
"Tender Price" 3p per Westside Share
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"UKLA" the Financial Services Authority acting in its capacity as
the competent authority for the purposes of Part VI of the
FSMA
"uncertificated" or in "uncertificated form" a share that is for the time being recorded on the relevant
register of members as being held in uncertificated form in
CREST, and title to which, by virtue of the Regulations,
may be transferred by means of CREST
"US", "USA" or "United States" the United States of America, its territories and
possessions, any state of the United States of America and
the District of Columbia and all other areas subject to its
jurisdiction
"Warrant Cash Alternative" the cash alternative of 0.01p per RTI Warrant which is
being offered by Seymour Pierce on behalf of Westside to
those RTI Warrantholders who do not wish to accept the
Warrant Offer and which is only capable of being accepted
by each RTI Warrantholder in respect of his whole holding
of RTI Warrants
"Warrant Offer" the recommended offer by Seymour Pierce on behalf of
Westside to acquire the RTI Warrants (other than those
already owned or controlled by the Westside Group) on the
terms and subject to the conditions set out in this
announcement, the Offer Document and the RTI Warrant Form
of Acceptance including, where the context so requires, any
subsequent revision, variation, extension or renewal of
such offer
"Westside" Westside Acquisitions plc
"Westside EGM" the extraordinary general meeting of Westside Shareholders
to be held at 10.00 a.m. on 10 April 2003
"Westside Group" Westside and its subsidiary undertakings
"Westside Shareholders" holders of Westside Shares
"Westside Share Optionholders" the holders of Westside Share Options
"Westside Share Options" the aggregate of 5,610,000 options to subscribe for
Westside Shares granted to Richard Owen and Geoffrey
Simmonds
"Westside Shares" ordinary shares of 1p each in the capital of Westside
"Westside Share Tender Offer" the invitation by Seymour Pierce to Qualifying Westside
Shareholders to tender up to 32,467,723 Westside Shares on
the terms and subject to the conditions set out in the
Circular and the Share Tender Form
"Westside Share Tender Offer Closing Date" 10.00 a.m. on 8 April 2003
"Westside Warrantholder" holders of Westside Warrants
"Westside Warrantholder GM" a general meeting of Westside Warrantholders to be held at
10.30 a.m. (or as soon thereafter as the Westside EGM shall
have been concluded or adjourned) on 10 April 2003
"Westside Warrant Instrument" the warrant instrument dated 26 November 1999, full details
of which have been disclosed in the Offer Document
"Westside Warrant Tender Offer" the invitation by Seymour Pierce to qualifying Westside
Warrantholders to tender up to 3,501,893 Westside Warrants
on the terms and subject to the conditions set out in the
Circular and the Warrant Tender Form, the terms of which
are summarised in this announcement
"Westside Warrants" the 8,762,128 warrants to subscribe for Westside Shares
outstanding at the date of this announcement
"Warrant Tender Form" the tender form issued for use by Westside Warrantholders
in connection with the Westside Warrant Tender Offer
This information is provided by RNS
The company news service from the London Stock Exchange
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