Offer by Stessa - Part 2
March 05 2001 - 1:30AM
UK Regulatory
RNS Number:8801Z
Moorfield Group PLC
5 March 2001
PART 2
APPENDIX II
DEFINITIONS
The following definitions apply throughout this announcement, unless the
context otherwise requires:
"Act" the Companies Act 1985 (as amended)
"Authorisations" authorisations, orders, grants, recognitions,
confirmations, consents, clearances, certificates,
permission or approvals
"Bank of Scotland" The Governor and Company of the Bank of Scotland
"City Code" the City Code on Takeovers and Mergers
"Deloitte & Touche Deloitte & Touche Corporate Finance, a division of
Corporate Finance" Deloitte & Touche
"Directors" or "Board" the directors of Moorfield
"Employee Benefit the Moorfield Group PLC employee benefit trusts
Trusts" constituted by a trust deed dated 29 April 1999 and
known as the Moorfield Group PLC Employee Benefit Trust
No. 1 and a trust deed dated 9 July 1999 and known as
the Moorfield Group PLC Employee Benefit Trust No. 2
"Enlarged Group" Stessa Holdings and its subsidiary undertakings
following the acquisition of Moorfield by Stessa
"Form of Acceptance" the form of acceptance and authority issued in
connection with the Offer accompanying the Offer
Document and "Forms of Acceptance" shall be construed
accordingly
"Hoare Govett Hoare Govett Limited
"Independent Sir Brian Corby, Odile Griffith and John Marples
Directors"
"Inducement Fee" the fee payable by Moorfield as described in paragraph
13 in this announcement
"Institutional Loan" the subordinated loan from Bank of Scotland to Stessa,
ranking pari passu with Stessa Loan Notes
"Institutional Loan the agreement dated 5 March 2001 between Bank of
Agreement" Scotland, Stessa and Stessa Holdings for the provision
of the Institutional Loan
"Investment Agreement" the investment agreement referred to in paragraph 7(b)
of Appendix IV to the Offer Document
"Investors" Uberior Investments and the Management Investors
"Listing Rules" the listing rules of the UK Listing Authority
"London Stock London Stock Exchange plc
Exchange"
"Management" or Marc Gilbard, Graham Stanley and Graham Sidwell, being
"Management Team" the executive directors of Moorfield
"Management Investors" Marc Gilbard, Graham Stanley and the Employee Benefit
Trusts and certain other employees of Moorfield who
elect to invest in Stessa Holdings B Shares and Stessa
Loan Notes
"Moorfield" or Moorfield Group PLC
"the Company"
"Moorfield Group" Moorfield and its subsidiary undertakings and where the
context permits, each of them (and "member of the
Moorfield Group" shall be construed accordingly)
"Moorfield Share the Moorfield Group PLC Approved Senior Executive Share
Option Schemes" Option Scheme and the Moorfield Group PLC Unapproved
Executive Share Option Scheme
"Moorfield holders of Moorfield shares
Shareholders"
"Moorfield Shares" the existing unconditionally allotted or issued and
fully paid ordinary shares of 1 pence each in
Moorfield and any further such shares which are
unconditionally allotted and/or issued and fully paid
(or credited as fully paid) before the date on which
the Offer closes (or such earlier date as Stessa may,
subject to the City Code, decide)
"Offer" the recommended cash offer by Deloitte & Touche
Corporate Finance on behalf of Stessa to acquire the
entire issued and to be issued share capital of
Moorfield on the terms and subject to the conditions
set out in the Offer Document and the Form of
Acceptance including, where the context requires, any
subsequent revision, variation, extension or renewal of
such Offer
"Offer Document" the document containing the Offer posted to Moorfield
Shareholders on 5 March 2001
"Offer Price" 40 pence per Moorfield Share
"Official List" the list maintained by the UK Listing Authority
pursuant to Part IV of the Act
"Panel" the Panel on Takeovers and Mergers
"Rollover Proposal" the rollover proposal to holders of options under the
Moorfield Group PLC Unapproved Executive Share Option
Scheme as described in paragraph 6 of Part 1 of the
Offer Document
"Stessa" or Stessa Limited, registered in England and Wales with
the "Offeror" company number 4137220
"Stessa Group" Stessa and its subsidiary undertakings and where the
context permits, each of them (and "member of the
Stessa Group" shall be construed accordingly)
"Stessa Holdings" Stessa Holdings Limited, registered in England and
Wales with company number 4137085
"Stessa Holdings A A ordinary shares of #0.01 each in the capital of
Shares" Stessa
"Stessa Holdings B B ordinary shares of #0.01 each in the capital of
Shares" Stessa
"Stessa Loan Notes" the #2.864 million in nominal amount of unsubordinated
secured loan notes to be issued to the Management
Investors by Stessa
"subsidiary", shall be construed in accordance with the Act (but for
"subsidiary this purpose ignoring paragraph 20(1)(b) of Schedule 4A
undertaking", of the Act)
"associated
undertaking" and
"undertaking"
"Uberior Investments" Uberior Investments Plc, a wholly-owned subsidiary of
Bank of Scotland
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland
"UK Listing Authority" the Financial Services Authority acting in its capacity
as the competent authority for the purposes of Part IV
of the Financial Services Act 1986 and in the exercise
of its functions in respect of admission to the
Official List otherwise than in accordance with Part IV
of the Act
"US Act" the US Securities Act of 1933, as amended, and the
rules and Regulations promulgated thereunder
"United States" or the United States of America, its possessions and
"US" territories, all areas subject to its jurisdiction or
any subdivision thereof, any state of the United States
and the District of Columbia
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