TIDMASTR TIDMEVOL TIDMDGT
RNS Number : 3032U
Astaire Group Plc
22 June 2009
?
OFFER FOR DOWGATE CAPITAL PLC
22 June 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
Offer by
Astaire Securities PLC
on behalf of
Astaire Group PLC
for
Dowgate Capital PLC
Offer Summary
* The Board of Astaire is pleased to announce a formal offer to be made by
Astaire Securities on behalf of Astaire to acquire the entire issued and to be
issued share capital of Dowgate which it does not already own.
* The Basic Offer will be made on the basis of 30p in cash and 9 New Astaire
Shares for every 10 Dowgate Shares, with the Alternative Offer being made on the
basis of 60p in cash and 3 New Astaire Shares for every 10 Dowgate Shares (in
each case the mix of New Astaire Shares and cash may be subject to adjustment as
described below).
* Based on the Closing Price of 5p for an Astaire Share on 19 June 2009 (being the
last practicable date prior to this Announcement) the Offer values each Dowgate
Share at approximately 7.5p and values the entire issued share capital of
Dowgate at approximately GBP2.96 million. This valuation represents a premium of
approximately 150 per cent. over the Closing Price of a Dowgate Share of 3p at
the close of business on 9 April 2009, being the last Business Day before the
announcement by Dowgate that an approach had been received.
* The Board of Astaire regrets that it has been unable to reach agreement with the
Board of Dowgate regarding the Offer. Such agreement would have enabled a scheme
of arrangement to be proposed as envisaged in the Astaire announcement of 22 May
2009. Nevertheless Astaire has proposed terms which value Dowgate at more than
the value set out in the 22 May announcement even had a scheme proceeded by
incorporating a share element into both the Basic and Alternative Offers.
* The Offer will be conditional, inter alia, on Astaire receiving valid
acceptances for 90 per cent. of the Dowgate Shares to which the Offer relates
(or such lesser number as Astaire shall decide).
* As at the date of this Announcement, Astaire owns 4,316,794 Dowgate Shares,
representing 10.9 per cent. of the existing issued Dowgate Shares.
* Astaire has received irrevocable undertakings to accept the Offer in respect of
6,667,281 Dowgate Shares, representing 16.9 per cent. of the existing issued
Dowgate Shares.
* Astaire thus owns or has received irrevocable undertakings to accept the Offer
in respect of 10,984,075 Dowgate Shares, representing 27.8 per cent. of the
existing issued Dowgate Shares.
* The FSA has consented to Astaire becoming the ultimate controlling shareholder
of Dowgate's regulated financial services businesses.
Edward Vandyk, Chief Executive of Astaire, said:
"This Offer is part of our stated strategy to consolidate the smaller companies
broking and the private client broking sectors. The acquisition of Dowgate would
enhance both strands of Astaire Group's operations with the private client
operations in Three Bridges combining with our own Rowan Dartington business to
create a strong private client business, whilst Dowgate Capital Advisors would
be an excellent fit with Astaire Securities.
We have decided to make the Offer, which has not been recommended by the Board
of Dowgate, whilst continuing to talk to the Board of Dowgate with a view to
seeking a recommendation, because we believe that the ongoing uncertainty of the
situation is unhelpful to Dowgate and that Dowgate's shareholders deserve the
opportunity to consider a concrete proposal. Whilst we have failed to reach
agreement with the Board of Dowgate, we have proposed terms which are worth more
to Dowgate shareholders than those outlined in our announcement of 22 May 2009.
I hope these terms will now secure the recommendation of Dowgate's Board and
that we can move forward together to maximise the significant opportunities that
would arise from the combination of our two businesses."
Enquiries:
+-------------------------------------+-------------------------------------+
| Astaire Group PLC | Tel: 020 7448 4400 |
+-------------------------------------+-------------------------------------+
| Edward Vandyk | |
| | |
+-------------------------------------+-------------------------------------+
| Astaire Securities PLC | Tel: 020 7448 4400 |
+-------------------------------------+-------------------------------------+
| Shane Gallwey and Toby Gibbs | |
| | |
+-------------------------------------+-------------------------------------+
| Fairfax I.S. PLC | Tel: 020 7598 5368 |
+-------------------------------------+-------------------------------------+
| Adam Hart and Jeremy Porter | |
| | |
+-------------------------------------+-------------------------------------+
| Maitland | Tel: 020 7379 5151 |
+-------------------------------------+-------------------------------------+
| Neil Bennett and George Hudson | |
+-------------------------------------+-------------------------------------+
This summary should be read in conjunction with and is subject to, the full text
of this Announcement (including its appendices) set out below. Appendix I of
this Announcement sets out the conditions and further principal terms of the
Offer. Appendix II contains the sources and bases of certain information used in
this summary and in the following Announcement. Appendix III contains details of
the irrevocable undertakings. Appendix IV contains definitions of terms used in
this summary and in the following Announcement.
Neither this summary nor the full text of this Announcement constitutes or forms
part of an offer to purchase or subscribe for any securities. The Offer will be
made solely by the Offer Document and (in the case of Dowgate Shares held in
certificated form) the Form of Acceptance, which together will contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
22 June 2009
Offer by
Astaire Securities PLC
on behalf of
Astaire Group PLC
for the whole of the issued share capital of
Dowgate Capital PLC
1. Introduction
The Astaire Board is pleased to announce a formal offer to be made by Astaire
Securities on behalf of Astaire to acquire the Dowgate Shares not already owned
by Astaire.
The Offer, which will be made on the terms and subject to the conditions set out
below and referred to in Appendix I to this Announcement will also be subject to
the full terms to be set out in the Offer Document and, in the case of Dowgate
Shares held in certificated form, in the accompanying Form of Acceptance, and
will be made on the following basis:
for every 10 Dowgate Shares:30p in cash and 9 New Astaire Shares (the "Basic
Offer")
or
for every 10 Dowgate Shares: 60p in cash and 3 New Astaire Shares (the
"Alternative Offer")
and so in proportion for any number of Dowgate Shares held. Fractions of New
Astaire Shares will not be allotted to Dowgate Shareholders. Entitlements to New
Astaire Shares will be rounded down to the nearest whole New Astaire Share.
The terms of the Offer may change and the Offer may be increased at the
discretion of the Astaire Directors.
Astaire is precluded by FSMA from offering new shares with an aggregate value in
excess of EUR2.5 million without publishing a prospectus. Accordingly, if at the
date of posting of the Offer Document the aggregate value of New Astaire Shares
to be issued under the Offer is greater than EUR2.5 million by reference to the
Closing Price of an Astaire Share and the foreign exchange rate on the preceding
Business Day, the number of New Astaire Shares to be issued under the Offer will
be reduced so that their aggregate value is equal to EUR2,499,999 and the
aggregate amount of cash consideration increased by an amount that is equal to
the number of New Astaire Shares by which the Offer is reduced multiplied by the
volume weighted average price of an Astaire Share over the 10 Business Days
prior to this Announcement (being 4.12p).
Based on the Closing Price of 5p per Astaire share on 19 June 2009, being the
last Business Day before the announcement of the Offer, both the Basic Offer and
the Alternative Offer value each Dowgate Share at approximately 7.5p. This
represents a premium of approximately 150 per cent. over the Closing Price of a
Dowgate Share of 3p at the close of business on 9 April 2009, being the last
Business Day before the announcement by Dowgate that the Dowgate Board had
received an approach from a third party regarding a possible offer for Dowgate.
On this basis, the Offer values the Dowgate Shares at approximately GBP2.96
million.
As at the date of this Announcement, Astaire owns 4,316,794 Dowgate Shares,
representing 10.9 per cent. of the issued share capital of Dowgate.
On 22 May 2009, Astaire announced that it had received irrevocable undertakings
to accept, or procure the acceptance of, the Offer in respect of, in aggregate,
6,667,281 Dowgate Shares, representing 16.9 per cent. of the issued share
capital of Dowgate.
2. Background to and reasons for the Offer
On 14 April 2009, Dowgate announced that the Dowgate Board had received an
approach from a third party regarding a possible offer for Dowgate, and on 16
April 2009 Astaire announced that it was considering its position regarding a
possible offer for Dowgate.
On 22 May 2009 Astaire announced that it owned or had irrevocable undertakings
to accept the Offer in respect of 27.8 per cent. of the issued share capital
of Dowgate.
The Astaire Directors have continued discussions with the Dowgate Board with the
intention of securing a recommended offer. No such recommendation has been
forthcoming to date and therefore Astaire has decided to make the Offer direct
to the Dowgate Shareholders. The Board of Astaire regrets that it has not yet
been able to reach agreement with the Board of Dowgate regarding the Offer. This
would have enabled a scheme of arrangement to be proposed as envisaged in the
announcement of 22 May 2009. Nevertheless Astaire has proposed terms which value
Dowgate at a higher level than that envisaged in a scheme in the announcement of
22 May 2009.
The Astaire Directors believe that there is an attractive market opportunity for
companies that combine the provision of advisory and stockbroking services to
smaller publicly listed companies and the institutions that invest therein, with
the provision of wealth management and broking services to private clients.
The Astaire Directors also believe, owing in part to the economically prosperous
times of the last few years, there is now a surfeit of companies providing
advisory and stockbroking services, many of which are sub-scale. In addition,
market conditions are materially more difficult for smaller companies of all
descriptions, with a particular issue being the restricted availability of
capital, either through debt or equity. The companies whose business is to
facilitate the raising of such capital are therefore being particularly badly
affected.
In this environment, the Astaire Directors believe that inevitably there will be
some consolidation in the marketplace for advisory and broking houses, whilst
others will fail or struggle to deliver returns to shareholders.
The Astaire Directors place great importance on the skills, experience and
industry knowledge of the directors and staff of Dowgate. However, they believe
that, whilst not immune from the effects of the financial downturn, Astaire is
particularly well placed to take advantage of the ongoing market opportunity.
The Astaire Directors see the following as key ingredients for the survival of
advisory and stockbroking business through the remainder of the current
recession and believe that those companies that combine these qualities will be
extremely well placed to prosper as and when markets recover:
+----------------------+---------------------------------------------------------+
| * Financial | At the financial year end of 31 December 2008, Astaire |
| stability | had cash reserves on its balance sheet of approximately |
| | GBP13.6 million. This cash balance will be reduced at |
| | the interim stage by losses incurred in trading and the |
| | restructuring of Astaire Securities. However the |
| | trading position has stabilised since the |
| | restructuring, and the Company now has a significantly |
| | lower cost base. |
| | |
+----------------------+---------------------------------------------------------+
| * Established | The Astaire Group, through its Astaire and Rowan |
| brands | Dartington operations, has brand names that are well |
| | established and recognised in their respective target |
| | markets. Astaire has recently re-branded the Astaire |
| | Group's investment banking activities under the Astaire |
| | name, which has been in use since 1960. |
| | |
+----------------------+---------------------------------------------------------+
| * Product diversity | With Astaire Securities, Astaire & Partners and Rowan |
| | Dartington, Astaire provides a range of products and |
| | services to a diverse client base. In addition, within |
| | Astaire Securities' investment banking business is an |
| | experienced institutional research and equity sales |
| | team. |
| | |
+----------------------+---------------------------------------------------------+
| * Experience | The Astaire Directors and staff of Astaire have |
| | extensive experience in the areas of investment banking |
| | within which both Astaire and Dowgate operate. |
| | |
+----------------------+---------------------------------------------------------+
| * Scale | The Astaire Directors believe that scale of operations |
| | is an important factor in ensuring that a competitive |
| | offering is delivered to clients of the Enlarged Group. |
+----------------------+---------------------------------------------------------+
Dowgate, through its subsidiaries Dowgate Capital Advisers and Dowgate Capital
Stockbrokers, offers corporate finance advisory services and private client and
corporate broking services. The Astaire Directors see great merit in the
operations of Dowgate, although they believe that Dowgate's operations, in both
areas of its business, do not currently benefit from the defensive qualities
outlined above, in particular, balance sheet strength, and are too small to be
able to take full advantage of what the Astaire Directors believe to be the
current market opportunities. Consequently, the Astaire Directors believe that
it will be very difficult for the Dowgate Board to deliver either growth or
shareholder returns in the foreseeable future.
The Astaire Directors perceive considerable benefits to the management and
employees of Dowgate in joining the Astaire Group and being able to take
advantage of being part of a larger and better established group.
Dowgate announced its preliminary results for the year to 31 December 2008 on 21
April 2009 which showed a loss before tax of GBP2.8 million on turnover of
GBP5.1 million. Dowgate had net assets of GBP3.3 million, including cash and
cash equivalents of GBP0.9 million.
At a time when the Astaire Directors believe that the Dowgate business faces
significant external challenges the Offer enables Dowgate Shareholders to
crystallise value at a substantial premium to the Dowgate share price before the
announcement of a possible offer by Astaire and at a level higher than has been
available in the market.
3. Information on Astaire
Astaire was founded in 1995 and is the holding company of three regulated
financial services businesses. Its shares are traded on AIM and, as at 19 June
2009, being the last Business Day prior to announcement of the Offer, the market
capitalisation of Astaire was GBP8.8m.
Astaire's three key business units are:
+------------------------------------+-------------------------------------+
| Rowan Dartington | Stockbroking with a focus in South |
| | West England |
| | |
+------------------------------------+-------------------------------------+
| Astaire & Partners | Agency stockbroking and private |
| | client investment management |
| | |
+------------------------------------+-------------------------------------+
| Astaire Securities | Corporate advisory and |
| | institutional stockbroking |
+------------------------------------+-------------------------------------+
On 8 December 2008, an offer was announced for Astaire by Evolve Capital, which
resulted in Evolve Capital becoming the beneficial owner of approximately 65 per
cent. of the Astaire Shares in issue. As its major shareholder, Evolve Capital
has instigated management and strategic change within the Astaire Group and
changed the group's strategy to focus on its corporate finance business as well
as its institutional stockbroking and private client businesses.
The acquisition of Dowgate is in line with the Astaire Board's strategy of
growing the London based corporate and institutional broking businesses of
Astaire Securities as well as building on the Rowan Dartington business.
The FSA has given its consent to Astaire becoming the ultimate controlling
shareholder of Dowgate's regulated financial services businesses; this consent
expires on 28 July 2009 and, after this date the Offer will become conditional
on such consent being successfully extended if the Offer has not been declared
wholly unconditional by this date.
4. Current trading and prospects for Astaire
Astaire announced its results for the year to 31 December 2008 on 15 April 2009.
These included a loss before tax (before exceptional items) of GBP3.3 million on
turnover of GBP15.0 million. As at that date, the Astaire Group had net assets
of GBP20.1 million, including cash and cash equivalents of GBP13.6 million. As
part of that announcement, the following statement regarding strategy and
outlook was released:
"Since the year-end, the Group's new management has taken appropriate steps to
reduce outgoings, particularly in Blue Oar Securities (subsequently renamed
Astaire Securities), to ensure that the business is as well placed as possible
to exploit the upturn when it finally emerges. In restructuring Blue Oar
Securities efforts have been made to retain the firm's core skills and
particularly its widely recognised and respected analysts. Overall trading
conditions are expected to remain challenging during 2009 however the Group is
now better placed to deal with this. In light of the Board's identified strategy
of cash preservation, the Board will not be recommending the payment of a final
dividend for 2008."
The London Stock Exchange has today announced a censure and fine for Astaire
Securities (formerly Blue Oar Securities PLC) in respect of its conduct as
nominated adviser to Worthington Nicholls Group PLC (now Managed Support
Services PLC) during 2006 and 2007. Astaire Securities has significantly
increased its compliance and monitoring functions since this matter came to
light and none of the executives involved in matters concerning the censure and
fine are currently employed by Astaire.
5. Financing Arrangements
The cash element of the Offer will be financed from Astaire's existing cash
resources. Fairfax, as Astaire's independent financial adviser, is satisfied
that the necessary financial resources are available to Astaire to enable it to
satisfy acceptance of the cash element of the consideration payable under the
Offer in full.
6. Management and employees
Astaire attaches great importance to the skills and experience of the existing
management and employees of Dowgate. Astaire's current plans do not involve any
change to the conditions of employment of Dowgate's employees.
The Astaire Board believes that the two businesses of Dowgate are complementary
to those of Astaire and holds the management and employees of Dowgate in high
regard.
Dowgate Capital Stockbrokers Limited is a private client agency stockbroker, and
hence its activities are comparable to those of Rowan Dartington. It is expected
that Dowgate Capital Stockbrokers Limited will continue to operate within the
Enlarged Group as a branch office of Rowan Dartington under the Rowan Dartington
name.
The activities of Dowgate Capital Advisers Limited are the provision of
corporate advisory services to AIM and PLUS Market companies and are similar to
those offered by Astaire Securities. It is envisaged that these two entities
will merge under the Astaire brand name.
Following the Offer becoming unconditional in all respects, the contractual
rights, including pension rights, of the Dowgate Group employees will be fully
safeguarded.
7. Cancellation of Dowgate's AIM admission and compulsory acquisition
If the Offer becomes or is declared unconditional in all respects and if
sufficient acceptances are received, Astaire intends to apply the provisions of
sections 979 to 982 (inclusive) of the 2006 Act to acquire compulsorily any
remaining Dowgate Shares.
In addition, as soon as it is appropriate to do so, and subject to the
conditions of the Offer having been satisfied or (if capable of waiver) waived
and subject to any applicable legal or regulatory requirements, Astaire intends
to procure that Dowgate applies to the London Stock Exchange for the
cancellation of the admission of Dowgate Shares to trading on AIM. It is
anticipated that, should such an application be made, cancellation of Dowgate's
admission to trading will take effect no earlier than twenty Business Days after
Astaire announces that all conditions to the Offer have been satisfied or (if
capable of waiver) waived. In the event that less than 75 per cent. valid
acceptances are received pursuant to the Offer, cancellation of the admission to
AIM of the Dowgate Shares shall be conditional on the approval of Dowgate
Shareholders in general meeting.
The cancellation of the admission to trading of Dowgate Shares on AIM
would significantly reduce the liquidity and marketability of Dowgate Shares
which are not acquired under the Offer and their value would be likely to be
materially and adversely affected as a consequence.
It is proposed that, following the Offer becoming or being declared
unconditional in all respects and subject to the extent of Astaire's interest in
Dowgate at the relevant time, Dowgate will be re-registered as a private
company.
8. Dowgate Option Schemes and Dowgate Warrants
The Offer will be extended to any holders of Dowgate Shares unconditionally
allotted or issued whilst it remains open for acceptance as a result of either
the exercise of rights granted under the Dowgate Option Schemes or the Dowgate
Warrants or otherwise.
To the extent that options under the Dowgate Option Schemes and warrants under
the Dowgate Warrants are not exercised and are exercisable below the Offer
price, if the Offer is declared unconditional, appropriate proposals will be
made in due course to Dowgate Optionholders and Dowgate Warrantholders in the
form of the Dowgate Option Offer and the Dowgate Warrant Offer.
9. Number of Astaire Shares in issue
Astaire has 167,933,601 ordinary shares of 0.1p each in issue with ISIN
GB0031792194.
10. General
The Offer Document, containing the full terms of the Offer, will be posted to
Dowgate Shareholders as soon as possible, but in any event, within 28 days of
today's date. The conditions to the Offer are set out in Appendix I to this
Announcement and, together with certain further terms of the Offer, will also be
set out in full in the Offer Document and, in the case of Dowgate Shares held in
certificated form, in the Form of Acceptance. In deciding whether to accept the
Offer, Dowgate Shareholders should rely on the information contained in, and
follow the procedures described in, the Offer Document and, (if applicable), the
Form of Acceptance.
The availability of the Offer to Dowgate Shareholders not resident in or
citizens of the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are citizens or in which they are resident. Such
persons should inform themselves about and observe any applicable legal or
regulatory requirements of any such relevant jurisdiction.
In particular, the Offer is not being made, directly or indirectly, in, into or
from or by the use of the mails of or any means or instrumentality (including,
without limitation, by means of facsimile transmission, telex, telephone,
internet or other forms of electronic communication) of interstate or foreign
commerce of, or by any facility of a national, state or other securities
exchange of, any Prohibited Jurisdiction, or in any other jurisdiction if to do
so would constitute a violation of the relevant laws of such jurisdiction and
the Offer, when made, will not be capable of acceptance by any such use, means,
instrumentality or facility from or within any Prohibited Jurisdiction where to
do so would constitute a breach of any relevant securities laws of that
Prohibited Jurisdiction. Accordingly, copies of this Announcement are not being,
and must not be, mailed or otherwise distributed or sent in or into or from any
Prohibited Jurisdiction or any such other jurisdiction. Doing so may render
invalid any purported acceptance of the Offer. Astaire will retain the right to
permit the Offer to be accepted and any sale of any securities pursuant to the
Offer to be completed if, in its sole discretion, it is satisfied that the
transaction in question can be undertaken in compliance with applicable law and
regulation.
Any persons 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. Further information in relation to overseas Dowgate
Shareholders will be set out in the Offer Document.
This Announcement does not constitute, or form part of, an offer or an
invitation to purchase or subscribe for any securities. The Offer will be made
solely by way of the Offer Document, and, where appropriate, the related Form of
Acceptance which together will contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted.
Dowgate Shareholders who accept the Offer may only rely on the Offer Document,
and, where appropriate, the related Form of Acceptance for all the terms and the
conditions of the Offer. In deciding whether or not to accept the Offer in
relation to their Dowgate Shares, Dowgate Shareholders should rely only on the
information contained, and procedures described, in the Offer Document, and,
where appropriate, the related Form of Acceptance. Dowgate Shareholders are
strongly advised to read the Offer Document being posted to them shortly, or in
any event within 28 days of the date of this Announcement, which contains
important information.
Astaire Securities is acting exclusively for Astaire and no one else in
connection with the Offer and will not be responsible to anyone other than
Astaire for providing the protections afforded to customers of Astaire
Securities or for providing advice in relation to the Offer or any other matter
referred to herein.
Fairfax which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting for Astaire and no-one else in connection with the
matters referred to herein and will not be responsible to anyone other than
Astaire for providing the protections afforded to clients of Fairfax or for
giving advice in relation to such matters.
The principal place of business of Astaire Securities is 30 Old Broad Street,
London EC2N 1HT.
The principal place of business of Fairfax is 46 Berkeley Square, Mayfair,
London W1J 5AT.
Astaire Securities and Fairfax have given their written consent to the release
of this Announcement containing references to their names in the form and
context in which they appear.
Fairfax confirms that Astaire has sufficient cash resources available to satisfy
full acceptance of the cash element of the consideration payable under the
Offer.
The Astaire Directors accept responsibility for the information contained in
this Announcement save that the only responsibility accepted by them for the
information given in relation to the Dowgate Group, which has been compiled from
published sources, has been to ensure that such information has been correctly
and fairly reproduced and presented. Subject as aforesaid, to the best of the
knowledge and belief of the Astaire Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this
Announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
This Announcement contains certain forward-looking statements with respect to
(amongst other things) the financial condition, results of operations and
business of the Dowgate and certain plans and objectives of the Astaire Board.
These forward-looking statements, without limitation, 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", "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 Astaire Directors 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
Announcement could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking statements, which are
not guarantees of future performance.
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 Announcement. Astaire assumes 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 Dowgate except
where expressly stated.
The attention of Dowgate Shareholders is drawn to the fact that under the Code
there are certain UK dealing disclosure requirements in respect of relevant
securities during an offer period. The Offer Period was deemed to have commenced
on (and including) 14 April 2009.
The disclosure requirements are set out in more detail in Rule 8 of the Code. In
particular, under the provisions of Rule 8.3 of the Code, if any person is, or
becomes, "interested" (directly or indirectly) in one per cent. or more of any
class of "relevant securities" of Dowgate, all "dealings" in any "relevant
securities" of that company (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 3.30 p.m. (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 Dowgate, they will be deemed to be a single person for the
purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Dowgate by Astaire or Dowgate, or by any of their respective
"associates" (within the meaning of the Code), must also be disclosed by no
later than 12.00 p.m. (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 Panel's website at 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 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 of the Code, you should consult the Panel.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 (020) 7638 0129; fax: +44 (020) 7236
7013.
This Announcement does not constitute, or form part of, an offer or invitation
to purchase any securities.
APPENDIX I
Conditions and certain further terms of the Offer
The Offer is subject to and will comply with the rules and regulations of the
London Stock Exchange and the FSA and the provisions of the City Code and other
applicable legal or regulatory requirements. The Offer and any acceptances under
it will be governed by English law and be subject to the jurisdiction of the
courts of England.
The Offer, which will be made by Astaire Securities on behalf of Astaire, will
be subject to the terms and conditions to be set out in full in the Offer
Document and, where appropriate, the Form of Acceptance, including:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m.
(London time) on the First
Closing Date of the Offer (or such later time(s) and/or date(s) as Astaire may,
subject to the rules of the City Code, decide) in respect of not
less than 90 per cent. (or such lower
percentage as Astaire may
decide) in nominal value of the Dowgate Shares to which the Offer relates,
provided that this condition will not be satisfied unless Astaire and/or
its wholly owned subsidiaries shall
have acquired or agreed to
acquire (whether pursuant to the Offer or otherwise) Dowgate Shares carrying
in aggregate more than 50 per cent. of the voting rights then
normally exercisable at a general meeting
of Dowgate, including for
this purpose (except to the extent otherwise agreed by the Panel) any such
voting
rights attaching to any Dowgate Shares that are
unconditionally allotted or issued before the Offer becomes
or is
declared unconditional as to acceptances, whether pursuant to the exercise of
any outstanding
subscription or conversion rights or otherwise; and
for this purpose:
(i) the expression "Dowgate Shares to which the Offer relates" shall be
construed in accordance with
sections 979 to 982 of the 2006 Act;
(ii) Dowgate Shares which have been unconditionally allotted shall be
deemed to carry the voting
rights which they will carry upon issue;
and
(iii) valid acceptances shall be deemed to have been received
in respect of Dowgate Shares which
are treated for the purposes of
section 979 of the 2006 Act as having been acquired or contracted to
be acquired by Astaire by virtue of acceptances of the Offer;
(b) the FSA's consent to Astaire being a 50 per cent. or more controller of
Dowgate Advisers Limited and Dowgate Capital Stockbrokers Limited as described
under Part XIII of the FSMA not having lapsed or been withdrawn (notwithstanding
any subsequent renewal of the same);
(c) the admission to trading on AIM in accordance with the AIM Rules of the
New Astaire Shares issued in respect of acceptances validly received when the
Offer is declared by Astaire to be unconditional in all respects save for such
admission;
(d) no Third Party having intervened and there not continuing to be
outstanding any statute, regulation or order of any Third Party in each case
which would or might reasonably be expected (in any case to an extent which is
material in the context of the Astaire Group or the Dowgate Group, as the case
may be, taken as a whole) to:
(i) make the Offer, its implementation or the acquisition or proposed
acquisition by Astaire or any member of the Wider Astaire Group of any shares or
other securities in, or control or management of, Dowgate or any member of the
Wider Dowgate Group void, illegal or unenforceable in any jurisdiction, or
otherwise directly or indirectly restrain, prevent, prohibit, restrict or delay
the same or impose additional conditions or obligations with respect to the
Offer or such acquisition, or otherwise impede, challenge or interfere with the
Offer or such acquisition, or require amendment to the terms of the Offer or the
acquisition or proposed acquisition of any Dowgate Shares or the acquisition of
control of Dowgate or the Wider Dowgate Group by Astaire or any member of the
Wider Astaire Group;
(ii)limit or delay the ability of any member of the Wider Astaire Group or any
member of the Wider Dowgate Group to acquire or to hold or to exercise
effectively, directly or indirectly, all or any rights of ownership in respect
of shares or other securities in, or to exercise voting or management control
over, any member of the Wider Dowgate Group or any member of the Wider Astaire
Group;
(iii) require, prevent or delay the divestiture or alter the terms envisaged for
any proposed divestiture by any member of the Wider Astaire Group of any shares
or other securities in Dowgate;
(iv) require, prevent or delay the divestiture or alter the terms envisaged for
any proposed divestiture by any member of the Wider Astaire Group or by any
member of the Wider Dowgate Group of all or any portion of their respective
businesses, assets or properties or limit the ability of any of them to conduct
any of their respective businesses or to own or control any of their respective
assets or properties or any part thereof;
(v) except pursuant to Chapter 3 of Part 28 of the 2006 Act, require any member
of the Wider Astaire Group or of the Wider Dowgate Group to acquire, or to offer
to acquire, any shares or other securities (or the equivalent) in any member of
either group owned by any third party;
(vi) limit the ability of any member of the Wider Astaire Group or of the Wider
Dowgate Group to conduct or integrate or co-ordinate its business, or any part
of it, with the businesses or any part of the businesses of any other member of
the Wider Astaire Group or of the Wider Dowgate Group;
(vii) result in any member of the Wider Dowgate Group or the Wider Astaire Group
ceasing to be able to carry on business under any name under which it presently
does so; or
(viii) otherwise adversely affect the business, assets, profits, financial or
trading position or prospects of any member of the Wider Dowgate Group or of the
Wider Astaire Group, and all applicable waiting and other time periods during
which any Third Party could intervene under the laws of any relevant
jurisdiction having expired, lapsed or been terminated;
(e) all notifications and filings which are necessary or are reasonably
considered appropriate by Astaire having been made, all appropriate waiting and
other time periods (including any extensions of such waiting and other time
periods) under any applicable legislation or regulation 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 each case in connection with the Offer or the acquisition or
proposed acquisition of any shares or other securities in, or control of,
Dowgate or any other member of the Wider Dowgate Group by any member of the
Wider Astaire Group or the carrying on by any member of the Wider Dowgate Group
of its business;
(f) all Authorisations which are necessary or are reasonably considered
necessary or appropriate by Astaire in any relevant jurisdiction for or in
respect of the Offer or the acquisition or proposed acquisition of any shares or
other securities in, or control of, Dowgate or any other member of the Wider
Dowgate Group by any member of the Wider Astaire Group or the carrying on by any
member of the Wider Dowgate Group of its business having been obtained, in terms
and in a form reasonably satisfactory to Astaire, from all appropriate Third
Parties or from any persons or bodies with whom any member of the Wider Dowgate
Group has entered into contractual arrangements in each case where the absence
of such Authorisation would have a material adverse effect on the Dowgate Group
taken as a whole and all such Authorisations remaining in full force and effect
and there being no notice or intimation of any intention to revoke, suspend,
restrict, modify or not to renew any of the same;
(g) except as publicly announced by Dowgate (by the delivery of an
announcement to a Regulatory Information Service) prior to the date of
publication of the Offer Document or as fairly disclosed in writing to Astaire
by or on behalf of Dowgate prior to the date of publication of the Offer
Document, there being no provision of any arrangement, agreement, licence,
permit, franchise or other instrument to which any member of the Wider Dowgate
Group is a party, or by or to which any such member or any of its assets is or
are or may be bound, entitled or subject or any circumstance, which, in each
case as a consequence of the Offer or the acquisition or proposed acquisition of
any shares or other securities in, or control of, Dowgate or any other member of
the Wider Dowgate Group by any member of the Wider Astaire Group or otherwise,
could or might reasonably by expected to result in, (in any case to an extent
which is or would be material in the context of the Dowgate Group taken as a
whole):
(i) any monies borrowed by or any other indebtedness or liabilities (actual or
contingent) of, or any grant available to, any member of the Wider Dowgate Group
being or becoming repayable or capable of being declared repayable immediately
or prior to its stated repayment date or the ability of any member of the Wider
Dowgate Group to borrow monies or incur any indebtedness being withdrawn or
inhibited or becoming capable of being withdrawn;
(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 Dowgate Group or any such mortgage, charge
or other security interest (wherever created, arising or having arisen) becoming
enforceable;
(iii) any such arrangement, agreement, licence, permit, franchise or instrument,
or the rights, liabilities, obligations or interests of any member of the Wider
Dowgate Group thereunder, being, or becoming capable of being terminated or
adversely modified or affected or any adverse action being taken or any
obligation or liability arising thereunder;
(iv) any asset or interest of any member of the Wider Dowgate Group being or
falling to be disposed of or ceasing to be available to any member of the Wider
Dowgate Group or any right arising under which any such asset or interest could
be required to be disposed of or could cease to be available to any member of
the Wider Dowgate Group otherwise than in the ordinary course of business;
(v) any member of the Wider Dowgate Group ceasing to be able to carry on
business under any name under which it presently does so;
(vi) the creation of liabilities (actual or contingent) by any member of the
Wider Dowgate Group;
(vii) the rights, liabilities, obligations or interests of any member of the
Wider Dowgate Group under any such arrangement, agreement, licence, permit,
franchise or other instrument or the interests or business of any such member in
or with any other person, firm, company or body (or any arrangement or
arrangements relating to any such interests or business) being terminated,
adversely modified or affected; or
(viii) the financial or trading position or the prospects or the value of any
member of the Wider Dowgate Group being prejudiced or adversely affected, and no
event having occurred which, under any provision of any such arrangement,
agreement, licence, permit or other instrument, could result in any of the
events or circumstances which are referred to in paragraphs (i) to (viii) of
this condition (g) in any case to an extent which is or would be material in the
context of the Dowgate Group taken as a whole;
(h) since 31 December 2007 and except as disclosed in Dowgate's annual
report and accounts for the year then ended or as otherwise publicly announced
by Dowgate (by the delivery of an announcement to a Regulatory Information
Service) prior to the date of publication of the Offer Document or as otherwise
fairly disclosed in writing to Astaire by or on behalf of Dowgate prior to the
date of publication of the Offer Document no member of the Wider Dowgate Group
having:
(i) issued or agreed to issue, or authorised the issue of, additional shares of
any class, or securities convertible into or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities other than as between Dowgate and wholly-owned subsidiaries of
Dowgate;
(ii) purchased or redeemed or repaid any of its own shares or other securities
or reduced or made any other change to any part of its share capital;
(iii) recommended, declared, paid or made any bonus, dividend or other
distribution whether payable in cash or otherwise (other than to Dowgate or a
wholly-owned subsidiary of Dowgate);
(iv) made or authorised any change in its loan capital;
(v) (other than any acquisition or disposal in the ordinary course of business
or a transaction between Dowgate and a wholly-owned subsidiary of Dowgate)
merged with, demerged or acquired or disposed of or transferred, mortgaged or
charged or created any security interest over any assets or any right, title or
interest in any assets (including shares in any undertaking and trade
investments) or authorised the same (which in any case is material in the
context of the Dowgate Group taken as a whole);
(vi) issued or authorised the issue of, or made any change in or to, any
debentures or (except in the ordinary course of business) incurred or increased
any indebtedness or liability (actual or contingent) which in any case is
material in the context of the Dowgate Group taken as a whole;
(vii) entered into, varied or authorised any agreement, transaction, arrangement
or commitment (whether in respect of capital expenditure or otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude or which is or
could involve an obligation of such nature or magnitude; or
(B) could restrict the business of any member of the Wider Dowgate Group; or
(C) is other than in the ordinary course of business, and which in any case is
material in the context of the Dowgate Group taken as a whole;
(viii) entered into, implemented, effected or authorised any merger, demerger,
reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement in respect of itself or another member of the Wider Dowgate Group
otherwise than in the ordinary course of business which in any case is material
in the context of the Dowgate Group taken as a whole;
(ix) entered into or varied the terms of, any contract, agreement or arrangement
with any of the directors or senior executives of any member of the Wider
Dowgate Group;
(x) taken any corporate action or had any legal proceedings instituted or
threatened against it or petition presented or order made for its winding-up
(voluntarily or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or similar
officer of all or any material part of its assets and revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction which in any case is material in the context of the Dowgate Group
taken as a whole;
(xi) 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 in any case with a material adverse effect on
the Dowgate Group taken as a whole;
(xii) waived or compromised any claim which is material in the context of the
Dowgate Group taken as a whole;
(xiii) made any alteration to its memorandum or articles of association which is
material in the context of the Offer;
(xiv) entered into any agreement, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) or proposed or
announced any intention with respect to any of the transactions, matters or
events referred to in this condition (h);
(i) since 31 December 2007 and except as disclosed in Dowgate's annual
report and accounts for the year then ended or as otherwise publicly announced
by Dowgate (by the delivery of an announcement to a Regulatory Information
Service) prior to the date of publication of the Offer Document or as otherwise
fairly disclosed in writing to Astaire by or on behalf of Dowgate prior to the
date of publication of the Offer Document:
(i) there having been no adverse change or deterioration in the business,
assets, financial or trading positions or profit or prospects of any member of
the Wider Dowgate Group which in any case is material in the context of the
Dowgate Group taken as a whole;
(ii) no contingent or other liability of any member of the Wider Dowgate Group
having arisen or become apparent or increased which in any case is material in
the context of the Dowgate Group taken as a whole;
(iii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Dowgate Group is or may become a
party (whether as plaintiff, defendant or otherwise) having been threatened,
announced, implemented or instituted by or against or remaining outstanding
against or in respect of any member of the Wider Dowgate Group which in any case
is material in the context of the Dowgate Group taken as a whole; and
(iv) (other than as a result of the Offer) no enquiry or investigation by, or
complaint or reference to, any Third Party having been threatened, announced,
implemented, instituted by or against or remaining outstanding against or in
respect of any member of the Wider Dowgate Group which in any case is material
in the context of the Dowgate Group taken as a whole; and
(j) Astaire not having discovered:
(i) that any financial or business or other information concerning the Wider
Dowgate Group disclosed at any time by or on behalf of any member of the Wider
Dowgate Group, whether publicly, to any member of the Wider Astaire Group or
otherwise, is misleading or contains any misrepresentation of fact or omits to
state a fact necessary to make any information contained therein not misleading
and which was not subsequently corrected before 31 December 2007 by disclosure
either publicly or otherwise to Astaire to an extent which in any case is
material in the context of the Dowgate Group as a whole;
(ii) that any member of the Wider Dowgate Group is subject to any liability
(actual or contingent) which is not disclosed in Dowgate's annual report and
accounts for the financial year ended 31 December 2007 and which in any case is
material in the context of the Dowgate Group taken as a whole; or
(iii) any information which affects the import of any information disclosed at
any time by or on behalf of any member of the Wider Dowgate Group to an extent
which is material in the context of the Dowgate Group taken as a whole.
For the purpose of these conditions:
"Third Party" means any government, government department or governmental,
quasi-governmental, supranational, statutory, regulatory or investigative body,
authority (including any national anti-trust or merger control authority),
court, trade agency, association, institution or professional or environmental
body or any other person or body whatsoever in any relevant jurisdiction;
a Third Party shall be regarded as having "intervened" if it has decided to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or made, proposed or enacted any statute,
regulation, decision or order or taken any measures or other steps or required
any action to be taken or information to be provided or otherwise having done
anything and "intervene" shall be construed accordingly;
"Authorisations" means authorisations, orders, grants, recognitions,
determinations, certificates, confirmations, consents, licences, clearances,
provisions and approvals;
"Wider Astaire Group" means Astaire and its subsidiaries and subsidiary
undertakings and associated undertakings (including any company in which any
member of the Astaire Group is interested or any undertaking in which Astaire
and such undertakings (aggregating their interests) have a direct or indirect
interest in 20 per cent. or more of the voting equity capital of an
undertaking); and
"Wider Dowgate Group" means Dowgate and its subsidiaries and subsidiary
undertakings and associated undertakings (including any company in which any
member of the Dowgate Group is interested or any undertaking in which Dowgate
and such undertakings (aggregating their interests) have a direct or indirect
interest in 20 per cent. or more of the voting equity capital of an
undertaking).
Subject to the requirements of the Panel, Astaire reserves the right to waive
all or any of the above conditions, in whole or in part, except condition (a).
Conditions (b) to (j) (inclusive) must be fulfilled, be determined by Astaire to
be or remain satisfied or (if capable of waiver) be waived by 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 case such later date as Astaire
may, with the consent of the Panel, decide), failing which the Offer will lapse.
Astaire shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as fulfilled any of conditions
(b) to (j) (inclusive) by a date earlier than the latest date specified above
for the fulfilment of that condition.
If the Panel requires Astaire to make an offer for Dowgate Shares under the
provisions of Rule 9 of the City Code, Astaire may make such alterations to the
conditions of the Offer, including to condition (a), as are necessary to comply
with the provisions of that Rule.
If the Offer lapses it will cease to be capable of further acceptance. Dowgate
Shareholders who have accepted the Offer and Astaire shall then cease to be
bound by acceptances delivered on or before the date on which the Offer lapses.
The Offer will extend to all Dowgate Shares whilst the Offer remains open for
acceptance.
APPENDIX II
Bases and Sources
In this Announcement, unless otherwise stated or the context otherwise requires,
the following bases and sources have been used:
1. General
Financial information relating to Dowgate has been extracted from the relevant
published annual report and accounts of Dowgate and/or public statements made by
Dowgate.
2. Value of the Offer
The Offer values the entire issued share capital of Dowgate at approximately
GBP2.96 million, on the following basis: for every 10 Dowgate Shares 30p in cash
and 9 New Astaire Shares (the Basic Offer) or for every 10 Dowgate Shares 60p in
cash and 3 New Astaire Shares (the Alternative Offer), based on the closing
price of 5p for an Astaire Share on 19 June 2009.
3. Share prices
The prices of Dowgate Shares on a particular date are derived from the Closing
Price for that date.
4. Time
All the times referred to in this announcement are London times.
APPENDIX III
Irrevocable Undertakings
The following persons have signed irrevocable undertakings in respect of the
numbers of Dowgate Shares shown below to accept or to procure the acceptance of
the Offer:
+--------------------------+--------------------------+--------------------------+
| Name | No. of Dowgate Shares | Approximate percentage |
| | | of Dowgate's issued |
| | | share capital as at 19 |
| | | June 2009 |
+--------------------------+--------------------------+--------------------------+
| | | |
+--------------------------+--------------------------+--------------------------+
| Clive Mattock | 2,242,948 | 5.7 |
+--------------------------+--------------------------+--------------------------+
| Dru Edmonstone | 4,424,333 | 11.2 |
+--------------------------+--------------------------+--------------------------+
| Total | 6,667,281 | 16.9 |
+--------------------------+--------------------------+--------------------------+
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the context
requires otherwise:
+---------------------------+--------------------------------------------------+
| "2006 Act" | the Companies Act 2006, to the extent in force; |
| | |
+---------------------------+--------------------------------------------------+
| "Acquisition" | the proposed acquisition of the Dowgate Shares |
| | by Astaire pursuant to the Offer; |
| | |
+---------------------------+--------------------------------------------------+
| "Admission" | the admission of the New Astaire Shares issued |
| | in respect of acceptances validly received when |
| | the Offer is declared unconditional in all |
| | respects (save for such admission) to trading on |
| | AIM and such admission becoming effective in |
| | accordance with the AIM Rules; |
| | |
+---------------------------+--------------------------------------------------+
| "AIM" | the AIM Market of the London Stock Exchange; |
| | |
+---------------------------+--------------------------------------------------+
| "AIM Rules" | the rules of the London Stock Exchange as in |
| | force as at the date of this document, or, where |
| | the context requires, as amended or modified |
| | after the date of this document, governing the |
| | admission of securities to trading on and the |
| | regulation and operation of AIM; |
| | |
+---------------------------+--------------------------------------------------+
| "Announcement" | this document made in accordance with Rules 2.5 |
| | of the City Code; |
| | |
+---------------------------+--------------------------------------------------+
| "Astaire & Partners" | Astaire & Partners Limited; |
| | |
+---------------------------+--------------------------------------------------+
| "Astaire Securities" | Astaire Securities PLC; |
| | |
+---------------------------+--------------------------------------------------+
| "Astaire" or the | Astaire Group PLC; |
| "Company" | |
+---------------------------+--------------------------------------------------+
| "Astaire Directors" or | the directors of Astaire as at the date of this |
| "Astaire Board" or "Board | Announcement; |
| of Astaire" | |
| | |
+---------------------------+--------------------------------------------------+
| "Astaire Group" | Astaire and its subsidiaries and/or (where the |
| | context requires) any one or more of them |
| | (excluding, for the avoidance of doubt, |
| | Dowgate); |
| | |
+---------------------------+--------------------------------------------------+
| "Astaire Shares" | fully paid ordinary shares of 0.1p each in the |
| | capital of Astaire; |
| | |
+---------------------------+--------------------------------------------------+
| "Business Day" | a day on which the London Stock Exchange is open |
| | for the |
| | transaction of business; |
| | |
+---------------------------+--------------------------------------------------+
| "certificated" or "in | a share or security which is not in |
| certificated form" | uncertificated form; |
| | |
+---------------------------+--------------------------------------------------+
| "City Code" or "Code" | The City Code on Takeovers and Mergers; |
| | |
+---------------------------+--------------------------------------------------+
| "Closing Price" | the closing middle market quotation of a share |
| | as derived from the AIM appendix of the Daily |
| | Official List; |
| | |
+---------------------------+--------------------------------------------------+
| "Daily Official List" | the Daily Official List of the London Stock |
| | Exchange; |
| | |
+---------------------------+--------------------------------------------------+
| "Dowgate" | Dowgate Capital PLC; |
| | |
+---------------------------+--------------------------------------------------+
| "Dowgate Directors" or | the directors of Dowgate as at the date of this |
| "Dowgate Board" or the | document; |
| "Board of Dowgate" | |
| | |
+---------------------------+--------------------------------------------------+
| "Dowgate Group" | Dowgate and its subsidiary undertakings and/or |
| "Dowgate Group" | (where the context requires) any one or more of |
| | them; |
| | |
+---------------------------+--------------------------------------------------+
| "Dowgate Optionholder" | A holder of options under the Dowgate Option |
| | Schemes; |
+---------------------------+--------------------------------------------------+
| "Dowgate Option Offer" | the offer to Dowgate Optionholders to be made by |
| | Astaire on equivalent terms to the Offer in |
| | accordance with Rule 15 of the Code; |
| | |
+---------------------------+--------------------------------------------------+
| "Dowgate Option Schemes" | the Dowgate share option schemes comprising the |
| | Unapproved Executive Share Option Scheme, the |
| | Approved Executive Share Option Scheme and the |
| | Enterprise Management Incentive Share Option |
| | Scheme; |
| | |
+---------------------------+--------------------------------------------------+
| "Dowgate Shares" | the existing unconditionally allotted or issued |
| | and fully paid ordinary shares of 7.5p each in |
| | the capital of Dowgate and any further shares |
| | which may be issued or unconditionally allotted |
| | and issued by Dowgate, prior to the time and |
| | date on which the Offer closes or by such |
| | earlier date and time as Astaire may decide |
| | (subject to compliance with the City Code); |
| | |
+---------------------------+--------------------------------------------------+
| "Dowgate Shareholder" | a holder of Dowgate Shares; |
| | |
+---------------------------+--------------------------------------------------+
| "Dowgate Warrant" | a warrant to subscribe for Dowgate Shares; |
| | |
+---------------------------+--------------------------------------------------+
| "DowgateWarrantholder" | A holder of Dowgate Warrants; |
| | |
+---------------------------+--------------------------------------------------+
| "Dowgate Warrant Offer" | the offer to DowgateWarrantholders to be made by |
| | Astaire on equivalent terms to the Offer in |
| | accordance with Rule 15 of the Code; |
| | |
+---------------------------+--------------------------------------------------+
| "Enlarged Group" | the Astaire Group following completion of the |
| | Acquisition; |
| | |
+---------------------------+--------------------------------------------------+
| "Evolve Capital" | Evolve Capital PLC; |
| | |
+---------------------------+--------------------------------------------------+
| "Fairfax" | Fairfax I.S. PLC; |
| | |
+---------------------------+--------------------------------------------------+
| "First Closing Date" | the date being 21 days after the date of |
| | publication of the Offer Document; |
| | |
+---------------------------+--------------------------------------------------+
| "Form of Acceptance" | the form of acceptance relating to the Offer |
| | accompanying the Offer Document, which may only |
| | be completed by holders of Dowgate Shares in |
| | certificated form; |
| | |
+---------------------------+--------------------------------------------------+
| "FSA" | the Financial Services Authority; |
| | |
+---------------------------+--------------------------------------------------+
| "FSMA" | the Financial Services and Markets Act 2000; |
| | |
+---------------------------+--------------------------------------------------+
| "London Stock Exchange" | London Stock Exchange PLC; |
| | |
+---------------------------+--------------------------------------------------+
| "New Astaire Shares" | the new Astaire Shares to be issued by the |
| | Company as consideration for the Acquisition |
| | pursuant to the Offer; |
| | |
+---------------------------+--------------------------------------------------+
| "Offer" | the offer (comprising the Basic Offer or the |
| | Alternative Offer to be made on behalf |
| | of Astaire for the Dowgate Shares (other than |
| | any Dowgate Shares already owned by Astaire) on |
| | the terms and subject to the conditions |
| | described in this announcement and 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 from the Company to Dowgate |
| | Shareholders containing details and the terms |
| | and conditions of the Offer; |
| | |
+---------------------------+--------------------------------------------------+
| "Offer Period" | the period commencing on 14 April 2009 (being |
| | the date that Dowgate announced that it had |
| | received an approach regarding a possible offer |
| | for Dowgate) until whichever of the following |
| | shall be the latest: (i) 1.00 p.m. on the First |
| | Closing Date; (ii) the date on which the Offer |
| | lapses; or (iii) the date on which the Offer |
| | becomes or is declared unconditional as to |
| | acceptances; |
| | |
+---------------------------+--------------------------------------------------+
| "Panel" or "Takeover | The Panel on Takeovers and Mergers; |
| Panel" | |
+---------------------------+--------------------------------------------------+
| "PLUS Markets" | PLUS Markets Group PLC; |
| | |
+---------------------------+--------------------------------------------------+
| "Prohibited Jurisdiction" | any jurisdiction where local laws or regulations |
| | may result in a significant risk of civil, |
| | regulatory or criminal exposure if information |
| | is sent or made available to Dowgate |
| | Shareholders in that jurisdiction including (but |
| | not limited to) the United States, Canada, the |
| | Republic of South Africa and Japan; |
| | |
+---------------------------+--------------------------------------------------+
| "Regulatory Information | any of the services set out in Appendix 3 to the |
| Service" | Listing Rules of |
| | the UKLA; |
| | |
+---------------------------+--------------------------------------------------+
| "Rowan Dartington" | Rowan Dartington & Company Limited; |
| | |
+---------------------------+--------------------------------------------------+
| "UKLA" | the UK Listing Authority, being the FSA acting |
| | in its capacity as the competent authority for |
| | the purposes of Part IV FSMA; and |
| | |
+---------------------------+--------------------------------------------------+
| "uncertificated" or "in | recorded on the relevant register of the share |
| uncertificated form" | or security concerned as being held in |
| | uncertificated form in CREST, and title to |
| | which, by virtue of the CREST Regulations, may |
| | be transferred by means of CREST. |
| | |
+---------------------------+--------------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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