RNS Number:6724E
Atlantic Law
29 October 2004
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, IRELAND OR SOUTH AFRICA
29 October 2004
OFFER BY ATLANTIC LAW
ON BEHALF OF
SHIELD INVESTMENTS PLC
FOR
ALL OF THE OUTSTANDING SHARE CAPITAL OF
OFEX HOLDINGS PLC
29 October 2004
This announcement is not for release, publication or distribution in whole or in
part, in or into United States, Canada, Australia, New Zealand, Japan, Ireland
or South Africa.
ANNOUNCEMENT OF INTENTION TO MAKE AN OFFER BY ATLANTIC LAW ON BEHALF OF SHIELD
INVESTMENTS PLC ("SHIELD") FOR ALL OF THE OUTSTANDING SHARE CAPITAL OF OFEX
HOLDINGS PLC ("OFEX")
OFFER
1 SHIELD SHARE FOR 1 OFEX SHARE WITH A PARTIAL CASH ALTERNATIVE
Atlantic Law on behalf of Shield announces today that Shield intends to make an
offer for all of the outstanding share capital of OFEX ("the Offer").
The Offer
The Offer will be made on the following terms and is subject to the conditions
set out in Appendix I:-
1. a) SHARE OFFER
For each OFEX Share 1 Shield Share
This Share Offer is made on the basis that following the completion of the Offer
and based upon acceptance of the Share Offer by all OFEX Shareholders, the
existing OFEX Shareholders will hold 40% of the outstanding share capital of
OFEX; or
b) PARTIAL CASH ALTERNATIVE OFFER
OFEX Shareholders can request to participate in a Partial Cash Alternative Offer
in respect of up to 50% of the outstanding OFEX Shares, on the basis of 6p per
OFEX Share being an aggregate of #645,981. To the extent that elections for the
Partial Cash Alternative exceed the cash amount available such elections will be
scaled back pro rata in accordance with the Code and the balance will be paid in
the form of Shield Shares.
In the event that the acceptances for the Partial Cash Alternative Offer are
received from Cash Opting Shareholders in respect of less than 10,766,350 OFEX
Shares in aggregate, their requests will be satisfied in full.
2. Shield will seek the recommendation of the board of directors of OFEX but the
Offer is not conditional upon such recommendation.
3. The Offer will be conditional, inter alia, upon the proposed placing of up to
63,000,000 new OFEX Shares at the price of 5p per share pursuant to the OFEX
Circular not proceeding.
4. An appropriate offer will be made if required in respect of the OFEX Options.
Shield and Shield's Share Structure
Shield is a company incorporated in England and Wales with registered number
5273049 and registered office at One Great Cumberland Place, London W1H 7AL.
Shield has an authorised share capital of #400,000 divided into 200,000,000
shares of #0.002 each. Full acceptance of the Offer by existing OFEX
Shareholders would involve the issue of approximately 21,532,701 new Shield
Shares, which would represent 40% of the enlarged issued share capital of
Shield.
Rule 2.10 of the Code
In compliance with Rule 2.10 of the Code, Shield confirms that as at 29 October
2004 there were 32,299,051 Shield Shares in issue.
Background of Shield and Reasons for the Offer
The Offer is being made on behalf on Shield.
Shield Investments plc is a newly incorporated company set up for the purpose of
providing funding for OFEX. It is a wholly owned subsidiary of Shield Resources
Limited. A list of directors and shareholders with a holding of more than 5% is
set out in Appendix II. Its Directors have extensive experience of SMEs and
believe that their contacts and experience will be valuable in assisting the
management of OFEX in developing its business and increasing the number of
companies whose shares are traded.
The board of Shield will request that the current board of OFEX remains in place
for an agreed term but this is not a condition of the Offer.
It is the intention of the Board of Shield, subject to the offer becoming
unconditional to seek admission to trading on AIM or on OFEX at the earliest
opportunity. However, there can be no certainty that such Shares will be
admitted to trading on AIM or on OFEX.
Shield has an irrevocable commitment for #900,000 to cover the Partial Cash
Alternative Offer. Shield is engaged in advanced negotiations to obtain
additional funding of a minimum of #1,600,000. These funds will be used to
provide OFEX with the necessary short term and long term working capital to
achieve the objectives of its current business plan.
On 29 September 2004 OFEX announced on RNS that it would require additional
funding in order to carry on its business in its existing state beyond the end
of November. Shield will make available to OFEX a short term loan of up to
#200,000, contingent upon the OFEX EGM being adjourned for a period of not less
than one week. In the event that the resolutions proposed for this meeting are
passed at a later meeting then the loan advanced shall be repayable out of the
proceeds of the proposed placing proposed in the OFEX Circular. In the event
that the Offer is declared unconditional the loan will constitute the first
tranche of working capital funding for OFEX.
Directors of Shield
The Directors of Shield are as follows:
Keith Smith (Chairman)
Keith Smith is a Director of Nabarro, Wells & Co, a corporate finance firm
regulated by the FSA which is an AIM Nominated Advisor and approved Sponsor for
full listings on the London Stock Exchange. Keith was formerly a Director of
stockbroking firm Gerrard Vivian Gray, Senior Partner of Sternberg Thomas
Clarke, and is the co-author of "The Alternative Investment Market Handbook".
Brian Moritz
Brian Moritz is a Chartered Accountant and the Chairman of the Capital Markets
Team of Grant Thornton, a firm regulated by the FSA which has acted as Nominated
Advisor to over 100 companies on AIM, with a current retained portfolio of over
40 clients. Brian is a director of seven companies whose shares are traded on
AIM, and one fully listed company.
Jonathan Morley-Kirk
Jonathan Morley-Kirk is a Chartered Accountant and Chairman of corporate finance
firm Fox-Davies Capital Ltd, a firm regulated by the FSA. He is on the board of
a number of offshore investment funds and was formerly a Director of Brown
Shipley Private Bank in Jersey, a Director of Continental Capital Management
Ltd, which was one of the founder members of the Channel Islands Stock Exchange,
and a former Director of S G Warburg (Securities) in London.
Simon Mathias
Simon Mathias has over 21 years stockbroking experience including Sheppards and
Chase, a firm regulated by the FSA. He is a former Director of Shore Capital
Stockbrokers and Shore Capital and Corporate Ltd, whose parent company's shares
are traded on the Official List.
General
Save as disclosed in this announcement, neither Shield nor, so far as Shield is
aware, any person acting in concert with Shield, owns or controls any OFEX
Shares or has any option to acquire OFEX Shares or has entered into any
derivative contract referenced to OFEX Shares which remains outstanding.
Save as disclosed in this announcement, Shield is not a party to any agreements
or arrangements which relate to the circumstances in which it may or may not
invoke or seek to invoke a pre-condition or a condition to the Offer.
The Directors of Shield accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the Board (which
has taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction. Persons who are not resident in the UK
should inform themselves about and observe any applicable requirements.
The Offer will not be made, directly or indirectly, in or into, or by the use of
the mails of, or by any means or instrumentality (including, without limitation,
telephonically or electronically) or interstate or foreign commerce of, or any
facilities of a national securities exchange of the United States, Canada,
Australia, New Zealand, Japan, Ireland or South Africa and is not capable of
acceptance from within the United States, Canada, Australia, New Zealand, Japan,
Ireland or South Africa. Accordingly, copies of this announcement are not being,
and must not be, mailed or otherwise distributed or sent in or into or from the
United States, Canada, Australia, New Zealand, Japan, Ireland or South Africa.
This announcement does not constitute an offer or invitation to purchase any
securities. The Offer Document containing the full terms and conditions of the
Offer, together with a form of acceptance will be despatched to shareholders of
OFEX as soon as possible.
Attention is drawn to Rule 8.3 of the City Code on Takeovers and Mergers 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% 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
OFEX for which the offer is made, any equity share capital of Shield, 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 noon on the business day
following the date of the transaction and is to be made to the company
announcement office of the London Stock Exchange and a copy must be faxed to the
Panel and Takeovers Mergers. This is only a summary of the rules. Further
information is to be found in the City Code on Takeovers and Mergers and can be
obtained from the Panel. Telephone 020 7638 0129, Fax 020 7256 9386 or from the
Panel's website at www.thetakeoverpanel.org.uk.
Atlantic Law is the financial adviser to Shield and is authorised by the
Financial Services Authority. Atlantic Law is acting exclusively for Shield and
no one else in connection with the Offer and will not be responsible to anyone
other than Shield for providing the protections afforded to customers of
Atlantic Law nor for providing advice in relation to the Offer.
Appendix III contains definitions of the terms used in this announcement.
Atlantic Law
One Great Cumberland Place
London
W1H 7AL
Press Enquiries:
Tel: 020 7298 2220
David Massey
Mobile: 07885 331 817
Liz Vaughan-Adams
Mobile: 07979 853 802
APPENDIX I
CONDITIONS TO THE OFFER
The Offer will be subject to the following conditions:-
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 pm on the first closing date of the Offer (or
such later time(s) and/or date(s) as Shield may, subject to the rules of the
Code, decide) in respect of not less than 90 per cent (or such lesser percentage
as Shield may decide) of OFEX Shares to which the Offer relates, provided that
this condition will not be satisfied unless Shield and/or its wholly-owned
subsidiaries have acquired or agreed to acquire (pursuant to the Offer or
otherwise), directly or indirectly, OFEX Shares carrying, in aggregate, over 50
per cent of the voting rights then normally exercisable at general meetings of
OFEX on such basis as may be required by the Panel (including for this purpose,
to the extent (if any) required by the Panel, any voting rights attaching to any
shares which are unconditionally allotted or issued before the Offer becomes or
is declared unconditional as to acceptances, whether pursuant to the exercise of
conversion or subscription rights or otherwise); and for this purpose (i) the
expression "OFEX Shares to which the Offer relates" shall be construed in
accordance with sections 428-430F of the Companies Act 1985; and (ii) shares
which have been unconditionally allotted shall be deemed to carry the voting
rights which they will carry on issue.
(b) the proposed placing of up to 63,000,000 new OFEX Shares at
the price of 5p per share as set out in the OFEX Circular not proceeding.
(c) no government or governmental, quasi-governmental,
supranational, statutory or regulatory body or any court, institution,
investigative body, association, trade agency or professional or environmental
body or (without prejudice to the generality of the foregoing) any other person
or body in any jurisdiction (each, a "Relevant Authority") having decided to
take, instituted, implemented or threatened any action, proceedings, suit,
investigation or enquiry or enacted, made or proposed any statute, regulation or
order or otherwise taken any other step or done anything, and there not being
outstanding any statue, legislation or order, that would or might:-
i) make the Offer void, illegal or unenforceable in or under
the laws of 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 otherwise materially impede, challenge
or interfere with the Offer or the implementation of the same (or any matter
arising therefrom) or require amendment or alteration to the terms of the Offer;
ii) restrict, restrain, prohibit, impose additional conditions
or obligations with respect to, or otherwise materially interfere with or delay
the implementation of, the Offer or the acquisition of any OFEX Shares by Shield
or any matters arising therefrom;
iii) require, prevent, delay, alter the terms envisaged for any
proposed divestiture or otherwise affect the divestiture by OFEX of any portion
of its businesses, assets or property or of any OFEX Shares or other securities
in OFEX or impose any limitation on the ability of OFEX to conduct its business
or own its assets or properties or any part thereof which is material to Shield;
iv) impose any limitation on the ability of OFEX to conduct,
integrate or co-ordinate its business, or any part of it, with the business of
Shield which is materially adverse to Shield;
v) result in OFEX ceasing to be able to carry on business under
any name under which it presently does so, to an extent which is material to
Shield;
vi) otherwise adversely affect any or all of the businesses,
assets, profits, financial or trading position or prospects of OFEX or the
exercise of rights of shares in OFEX in a way which is material to Shield;
and all applicable waiting periods during which such Relevant Authority could
take, institute, implement or threaten any such action, proceeding, suit,
investigation or enquiry or otherwise intervene having expired, lapsed or been
terminated.
(d) all authorisations, orders, grants, consents, clearances, licences,
permissions and approvals, in any jurisdiction, necessary or appropriate for or
in respect of the Offer or the carrying on the business of any member of OFEX,
the issue of the new Shield Shares or any matters arising therefrom, being
obtained in a form and on terms satisfactory to Shield from all appropriate
Relevant Authorities or (without prejudice to the generality of the foregoing)
from any persons or bodies with whom any members of OFEX has entered into
contractual arrangements and such authorisations, orders, grants, consents,
clearances, licences, permissions and approvals remaining in full force and
effect and there being no intimation of any intention to revoke or not to renew
the same and all necessary filings in connection with the Offer having been
made, all appropriate waiting and other time periods (including extensions
thereto) under any applicable legislation and regulations in any jurisdiction
having expired, lapsed or been terminated and all necessary statutory or
regulatory obligations in any jurisdiction in respect of the Offer or any
matters arising therefrom having been complied with, in each case where the
direct consequence of a failure to make such a notification or filing or to wait
for the expiry, termination or lapsing of any waiting period or to comply with
any such obligation or obtain any necessary authorisation would have a material
adverse effect on Shield;
(e) except as publicly announced by OFEX (by the delivery of an announcement to
a Regulatory Information Service) prior to the date of this announcement or as
fairly disclosed to Shield by or on behalf of OFEX prior to the date of this
announcement, there being no provisions of any material agreement, instrument,
permit, lease or other instrument, licence or other arrangement to which OFEX is
a party or by or to which it or any of its assets may be bound or subject which
may as a consequence of the Offer), or the implementation of the same, or
because of a changed in the control or management of OFEX or any member of OFEX
(or any matters arising therefrom) or otherwise, could or might have the result
that:-
i) any monies borrowed by, or other indebtedness or
liabilities, actual or contingent, of, or grant available to, OFEX becomes or is
capable of being declared repayable immediately or earlier than the repayment
date stated in such agreement, instrument or other arrangement or the ability of
OFEX to borrow monies or incur indebtedness is withdrawn or materially adversely
affected;
ii) any mortgage, charge or other security interest is created
over the whole or any part of the business, property, assets or interests of
OFEX or any such security (whenever arising) becomes enforceable which is
material to Shield;
iii) the financial or trading position, prospects or value of
OFEX is prejudiced or adversely affected in a way which is material to Shield;
iv) any asset(s) or interest(s) of, or any asset the use of
which is enjoyed by, OFEX which is material to OFEX, being or falling to be
disposed of or ceasing to be available to OFEX 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 OFEX otherwise than in the ordinary course of business;
v) the rights, liabilities, obligations or interests or
business of OFEX in or with any other person, firm or company (or any
arrangement relating to such interest or business) is terminated or adversely
modified or affected in a way which is material to Shield; or
vi) OFEX ceases to be able to carry on business which is
material to Shield under any name under which it currently does so,
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 (vi) of this
condition (f);
f) since 8 October 2004, being the date on which OFEX published its circular to
shareholders and except as otherwise publicly announced by OFEX (by the delivery
of an announcement to a Regulatory Information Service) prior to the date of
this announcement or as otherwise fairly disclosed to Shield by or on behalf of
OFEX prior to the date of this announcement, OFEX not having:-
i) issued or agreed to issue, or authorised or proposed 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 by OFEX and other than any
options granted as disclosed by OFEX to Shield prior to the date of this
announcement;
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) made or authorised any change in its share or loan capital;
iv) other than any acquisition or disposal in the ordinary course of business or
a transaction by OFEX, merged with, demerged or acquired any body corporate,
partnership or business or acquired or disposed of or transferred, mortgaged or
charged or crated 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 such case, involves or could
involve an obligation of a nature or magnitude which is material in the context
of the Offer;
v) issued or authorised the issue of, or made any change in or to, any
debentures or incurred or increased any indebtedness or liability (actual or
contingent) of an aggregate amount which might materially and adversely affect
the financial or trading position or the prospects of OFEX.
vi) entered into, varied, or authorised any agreement, transaction, arrangement
or commitment (whether in respect of capital expenditure of 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 materially restrict the business of OFEX; or
(C ) is other than in the ordinary course of business;
vii) (other than in the ordinary course of business) entered into,
implemented, effected or authorised or announced its intention to propose any
merger, demerger, reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement of a material nature to Shield;
viii) entered into a or varied the terms of any contract, agreement or
arrangement with any of the directors or senior executives of OFEX;
ix) taken or proposed 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, 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;
x) been unable, or admitted that it is unable, to pay its debts
generally or ceased or threatened to cease carrying on all or a substantial part
of its business;
xi) waived or compromised any claim which is material in the
context of OFEX other than in the ordinary course of business;
xii) made any material alteration or any alteration to its memorandum or
articles of association (or equivalent constitutional documents in respect of
overseas jurisdiction of incorporation); or
xiii) 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 (f);
(g) since 8 October 2004 being the date on which OFEX published its
circular to shareholders or as otherwise publicly announced by OFEX (by the
delivery of an announcement to a Regulatory Information Service) prior to the
date of this announcement or as otherwise fairly disclosed to Shield by or on
behalf of OFEX prior to the date of this announcement:-
i) no litigation, arbitration, prosecution or other legal proceedings having
been instituted, announced or threatened or become pending or remained
outstanding by or against OFEX or to which OFEX is or may become a party
(whether as claimant, defendant or otherwise);
ii) no adverse change having occurred or deterioration in the business, assets,
financial or trading position profits or prospects of OFEX is or may become a
party (whether as claimant, defendant or otherwise);
iii) no adverse change having occurred or deterioration in the business, assets,
financial or trading position, profits or prospects of OFEX;
iv) no enquiry or investigation by or complaint or reference to, any
Relevant Authority having been threatened, announced, implemented or instituted
or remaining outstanding against or in respect of OFEX; or
v) no contingent or other liability of OFEX having arisen or become apparent or
increased;
and which, in each case, adversely affects OFEX, to an extent which is material
to Shield;
i) Shield not having discovered:-
i) that any financial or business or other information
concerning OFEX disclosed at any time by or on behalf of OFEX, whether publicly,
to Shield 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 the date of this
announcement by disclosure either publicly or otherwise to Shield where the
misrepresentation or omission is material in the context of the Offer;
ii) that OFEX is subject to any liability (actual or
contingent) which is not disclosed in OFEX's circular published on 8 October
2004 or as otherwise publicly announced by OFEX (by the delivery or an
announcement to a Regulatory Information Service) prior to the date of this
announcement or as otherwise fairly disclosed to Shield by or on behalf of OFEX
prior to the date of this announcement and which is material to OFEX;
iii) any information which materially affects the import of any
material information disclosed to Shield at any time by or on behalf of OFEX.
Waiver of conditions
Subject to the requirements of the Panel, Shield reserves the right to waive in
whole or in part, all or any of conditions (b) to (i) provided that the
condition relating to the passage of the resolution at the proposed EGM is not a
waivable condition.
Conditions (d) to (i) (inclusive) must be satisfied as at, or waived on or
before, 21 days after the first closing date of the Offer (or in each case such
later date as the Panel may agree) provided that Shield shall be under no
obligation to waive or treat as satisfied any of conditions (d) to (i)
(inclusive) by a date earlier than the latest date specified above from the
satisfaction thereof notwithstanding the other conditions of the Offer may at
such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such conditions may not be
capable of fulfilment.
Lapse of the Offer
If Shield is required by the Panel to make an offer for OFEX Shares under the
provisions of Rule 9 of the Code, Shield may make such alterations to the terms
and conditions of the Offer as are necessary to comply with the provisions of
that Rule.
APPENDIX II
DIRECTORS AND SHAREHOLDERS OF SHIELD RESOURCES LIMITED
1. Keith Smith
2. Brian Moritz
3. Jonathan Morley-Kirk
4. Simon Mathias
5. Ken Brooks
6. Phillip Cook
7. David Massey
APPENDIX III
DEFINITIONS
"AIM" the Alternative Investment Market of the London Stock Exchange;
"AIM Rules" the rules for AIM companies and their nominated advisers issued
by the London Stock Exchange;
"Australia" Commonwealth of Australia, its states, territories or
possessions;
"Board" the board of directors from time to time of Shield;
"Partial Cash an opportunity for OFEX Shareholders to request a partial cash
Alternative alternative of 6p per share such that the maximum amount of cash
Offer" provided is #645,981 and that such cash is applied pro rata to
OFEX Shareholders;
"Canada" Canada, its possessions, provinces, territories and all areas
subject to its jurisdiction or any political subdivision
thereof;
"Cash Opting OFEX Shareholders opting for the Cash Element of the Partial
Shareholder" Cash Alternative;
"Code" the City Code on Takeovers and Mergers;
"First Closing 28 days from the date of the Offer;
Date"
"FSA" Financial Services Authority;
"ICTA" the Income and Corporation Taxes Act 1988;
"London Stock London Stock Exchange Plc;
Exchange"
"Numis" Numis Securities Limited, nominated advisor and broker to OFEX;
"Shield" or Shield Investments Plc, a company registered under registration
"the Company" number 5273049, whose registered office address is One Great
Cumberland Place, London, W1H 7AL;
"OFEX" OFEX Holdings plc, a company incorporated in England and Wales
with registered number 04606754 and whose registered office is
at Standon House, 21 Mansell Street, London E1 8AA;
"OFEX the circular dated 8 October 2004 issued by OFEX;
Circular"
"OFEX EGM" the extraordinary general meeting of the shareholders scheduled
for 1 November 2004;
"OFEX Notice" the notice of the OFEX EGM published in the OFEX Circular;
"OFEX the options held by employees and directors of OFEX over
Options" 2,595,473 OFEX Shares at exercise prices of between 25p and
29.5p per share as set out in the "statement re share capital"
dated 7 October 2004 issued by OFEX on the RIS and options over
1,890,000 OFEX shares exercisable at 5p per share held by Numis
Securities Limited, further details of which are set out on
pages 35 to 38 of the OFEX Circular;
"OFEX Shares" ordinary shares of 5p each in the capital of OFEX;
"OFEX holders of OFEX Shares from time to time;
Shareholders"
"Offer" the proposed offer to be made by Atlantic Law on behalf of
Shield for all of the outstanding share capital, issued and to
be issued of OFEX;
"Offer the document to be sent to the holders of OFEX Shares containing
Document" the Offer;
"Official the official list of the London Stock Exchange;
List"
"Quotation or in respect of OFEX, the price quoted on AIM being the closing
Quoted" price on close of regular trading on 22 October 2004;
"The Panel" the Panel on Takeovers and Mergers;
"Regulatory any information service authorised from time to time by the UK
Information Listing Authority for the purpose of dissemination of regulatory
Service" announcements required by the AIM Rules;
"Share Offer" The offer by Shield of 1 Shield Share for 1 OFEX Share;
"Share Opting OFEX Shareholders who accept the Share Offer;
Shareholders"
"Shield holders of Shield Shares from time to time;
Shareholders"
"Shield the existing unconditionally allotted and/or issued and fully
Shares" paid or credited as fully paid ordinary shares of #0.002 each in
Shield and any further such ordinary shares which are
unconditionally allotted and/or issued fully paid or credited as
fully paid after the date hereof and before the date on which
the Offer closes (or such earlier date as the Panel may decide);
"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 and any
political subdivision thereof;
"#" or UK pounds sterling;
"Pound"
This information is provided by RNS
The company news service from the London Stock Exchange
END
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