27th Jul 2007 07:01
Sandford PLC27 July 2007 For immediate release 27 July 2007 Sandford Plc ("Sandford" or the "Company") Proposed acquisition of Wilton International Consulting Limited Proposed waiver of the requirements of Rule 9 of the City Code on Takeovers and Mergers Proposed change of name to TSE Group Plc and Notice of Extraordinary General Meeting 1. Introduction The Board of Sandford announces that, subject to Shareholder approval, agreementhas been reached for the proposed acquisition of Wilton International ConsultingLimited ("Wilton"). Wilton, through its Lausanne-based subsidiary TSE, is aprovider of strategic advice to international sports organisations, the publicsector and private companies including advice to cities and governments onbidding and hosting major sports events such as the Olympic Games. The consideration comprises £750,000 in cash and 90,000,000 new Ordinary Shares("First Consideration Shares") together with a deferred consideration of£200,000 and up to a further 24,000,000 new Ordinary Shares ("SecondConsideration Shares") which are to be issued over the next three years. Basedon the closing mid market price of 0.85p per Ordinary Share on 26 July 2007 (thelast practicable date before the publication of this announcement), theConsideration Shares together with the Cash Consideration, values Wilton inaggregate at £1,919,000. The Acquisition will constitute a "reverse-takeover" under the AIM Rules and istherefore subject to the approval of Shareholders at the Extraordinary GeneralMeeting, details of which are set out in the document that is being posted toSandford shareholders today (the "Document"). Following the Acquisition, thebusiness of the Enlarged Group will constitute that of Wilton and TSE. The issueand allotment of the Consideration Shares to the Vendors as consideration forthe Acquisition would normally give rise to an obligation on the Vendors to makea Rule 9 offer pursuant to the City Code to the remaining Shareholders of theCompany. The Panel has agreed, however, to waive this obligation to make ageneral offer to all Shareholders subject to the passing on a poll by theIndependent Shareholders of Resolution 1 set out in the Notice of ExtraordinaryGeneral Meeting. Adam Reynolds and Paul Foulger, directors of the Company, are also shareholdersand directors of WIMG which is one of the Vendors of Wilton. Accordingly,pursuant to the AIM Rules, the acquisition of Wilton is being treated as arelated party transaction and the recommendation set out in this announcementhas been provided solely by Neil McClure, the Independent Director. Furthermore, as both Paul Foulger and Adam Reynolds are directors of the Companyand directors and shareholders of WIMG, one of the Vendors, Section 320 of theAct will also apply to the Acquisition as the transaction amounts to asubstantial property transaction involving a director of the Company. To thisend, Section 320 provides that no agreement can be entered into with the Vendorswithout the prior approval of the Shareholders. The Company will seek thisapproval at the EGM, at which the Shareholders will be asked, inter alia, toapprove the entering of the Acquisition Agreement for the purposes of Section320 of the Act. Application will be made for the First Enlarged Ordinary Share Capital (being583,900,000 Ordinary Shares) to be admitted to trading on AIM, subject to theResolutions set out in the Notice of Extraordinary General Meeting being passedby the Independent Shareholders at the Extraordinary General Meeting. TheDirectors expect that Admission will become effective and that trading in theFirst Enlarged Ordinary Share Capital on AIM will commence on 21 August 2007. 2. Background The Board reviewed a number of development opportunities and the IndependentDirector believes that Wilton is an attractive acquisition for the Company. Inparticular, the Independent Director believes that: • TSE operates in a growing market and, with its brand and customer base, provides a platform for Sandford to establish a leading consultancy to sports bodies and host cities and regions across the world; • there are a number of opportunities to develop TSE by both organic growth through the development of its international network of agents and by acquisition of complementary consultancy and events management businesses; and • the proposed acquisition provides an opportunity to rebuild a potentially valuable business within Sandford for the benefit of its Existing Shareholders including those who invested in the Company at the time of its Original Admission. 3. Overview of Wilton and TSE Introduction Wilton was established in 2005 and in September 2005, acquired the entire issuedshare capital of TSE. Wilton has no other subsidiaries. Founded in 2000, TSE isa Swiss- registered company based in Lausanne, Canton de Vaud, Switzerland andprovides strategic advice to international sports organisations, the publicsector and private companies including advice to cities and governments onbidding and hosting major sports events such as the Olympic Games. TSE operatesfrom its head office in Lausanne, and has a team of staff, consultants andagents. In 2006, TSE established an international network outside of Switzerlandwith local partners. TSE currently has a presence in the UK, USA, South Africa,Denmark and China. TSE's Services TSE provides strategic consulting services to three groups of clients: • National and international sports organisations TSE's customers comprise national and international sports organisations such asthe IOC, UEFA and a number of international federations (the internationalgoverning bodies for individual sports) such as athletics ("IAAF"), swimming("FINA") and basketball ("FIBA"). Over 20 sporting governing bodies are locatedin Lausanne where TSE operates. TSE's services include providing advice inrelation to: - change management processes; - performance measurement systems; - organisation of major conferences and meetings; - research in the field of costs and benefits of the organisation of major sports events; - long term sport event strategies; and - strategic planning and implementation. Cities, regions and countries TSE provides these customers with advice in relation to: - the costs and benefits of the organisation of major sports events; - long term sports event strategies; - the implementation of bidding campaigns for the right to host major sports events; and - maximising the benefits of the hosting of major sports events. • Public and private sector clients TSE also provides consulting services to corporate customers who supply goodsand services to sporting events, such as ticketing, hospitality, informationtechnology services, transportation and infrastructure development. TSE providesa wide range of advice in relation to: - market analysis of commercial opportunities; - business development; and - implementation plans. International Network Given the increasing interest by developing countries in hosting major sportingevents and the proliferation of potential events, TSE has begun to establish aninternational presence through a network of TSE appointed local agents. TheDirectors and Proposed Directors believe that a local presence is increasinglyimportant in securing consultancy contracts with bidding cities and regions. Theoverseas network has been established through agency agreements with localpartners. Under each agency agreement, TSE provides central support, brandsupport and marketing, training and, as necessary, consultancy services. Thelocal partner is responsible for local operational costs and businessdevelopment. TSE provides its agents with a standardised "Direction Manual"which sets out the basis of corporate procedures and branding. To date, TSE has appointed agents in the USA (Indianapolis), UK (London), SouthAfrica (Johannesburg), China (Beijing) and Denmark (Copenhagen). TSE retains afee of 25 per cent. of the gross revenue of the relevant agent. In addition, TSEreceives a further proportion of the net revenue for each contract which isconcluded based pro rata on the share of work to be undertaken between TSE inLausanne and the local agent. In due course, the Directors and ProposedDirectors intend to develop its international presence by appointing a further10 to 15 TSE branded agents throughout Europe, Asia and Australasia. Customers TSE has worked with a significant number of international sports organisations,cities and governments including the following: International sports Governments Cities/otherorganisations International Olympic Committee Korean Olympic City of Copenhagen(IOC) Committee Union of European Football Government of Bahrain City of New York City of Denver Associations (UEFA) Government of Denmark Meteksan System International Association of Government of Nigeria The University of Athletics Federations (IAAF) Government of Austria Lausanne International Rowing Federation Government of Ukraine The Centre for(FISA) International International Swimming Studies in Sport (CIES) Federation (FINA) The University of KlagenfurtInternational Basketball Federation (FIBA) International Hockey Federation(FIH) International Archery Federation(FITA) World Air Sports Federation(FIA) TSE carries out work for its clients on a contractual basis. A number of clientshave renewable annual contracts while the remainder relate to a specific projector service provided by TSE. The duration of consultancy services related tobidding campaigns are dependant on the length of the campaign and generally varyfrom 6 months to 3 years, depending on the timing of TSE's engagement.Consultancy fees are calculated on an agreed charge out rate for the executivetime required on the project and are dependant upon the seniority of theconsultants to be engaged on the project. TSE Development Strategy TSE's business strategy is to become the leading specialist managementconsultancy operating only in national and international sport. The Directorsand Proposed Directors intend to develop the international agency networkfurther over the next 3 years. The Directors and Proposed Directors believe thatthe services of an experienced consultancy, such as TSE, with connections bothinternationally and locally will continue to be in demand given the benefits tohost nations and cities provided by major sporting events and the competitionbetween individual sports events. The Directors and Proposed Directors intend todevelop TSE both organically and through selected acquisition of othercomplementary businesses. In particular, the Directors and Proposed Directorswill consider extending TSE's business to provide event planning and managementservices. Proposed Change of Name To reflect the Group's new strategy and to reinforce the TSE brand, oncompletion of the Proposals the Directors propose to change the name of theCompany to TSE Group Plc. A special resolution to this effect will be proposedat the EGM. 4. Selected Financial Information Sandford's Audited Results for the Year Ended 31 March 2007 Sandford also announced today its audited results for the year ended 31 March2007, which showed a profit before taxation of £122,770. TSE's Historic Trading Record Wilton is an intermediate holding company whose only asset is its wholly-ownedsubsidiary TSE, which it acquired in September 2005. Set out below is a summaryof the audited results for TSE for the three years ended 31 December 2006. Thissummary financial information has been extracted without material adjustmentfrom the Accountants' Report on TSE set out in the Document. TSE - Audited Profit and Loss Account Year ended 31 December Swiss Francs (CHF) 2004 2005 2006Turnover 816,229 904,188 1,653,022Cost and expenses (791,317) (866,269) (1,411,451) Operating profit before interest, tax, 24,912 37,919 241,571depreciation and amortisationDepreciation (8,155) (11,392) (11,598) Operating profit before interest and tax 16,757 26,527 229,973Net financing (costs)/ income (3,587) 6,091 (14,087) Result before income taxation 13,170 32,618 215,886Taxation (3,147) (7,614) (51,570) Net income 10,023 25,004 164,316 Unaudited Pro Forma Statement of Net Assets for the Enlarged Group Other than the Company's cash balances, prior to completion of the Acquisition,the Company has no other assets. The summary below of the unaudited pro formastatement of net assets has been extracted without material adjustment from theAccountants' Report set out in the Document. £'000 Sandford as Unaudited at pro forma 31 March for the 2007 Enlarged Audited Group as at 31 March 2007Fixed assetsInvestmentsGoodwill 2,061,871Development costsTangible fixed and financial assets 22,672 2,084,543 Current assetsDebtors 12,631 170,153Cash at bank and in hand 203,871 313,494 216,502 483,647Creditors due within one year (54,553) (172,991) Net current assets/(liabilities) 161,949 310,656 Total assets less current liabilities 161,949 2,395,199Creditors due in more than one year (50,000) (250,000) Net assets 111,949 2,145,199 Share capital and share premium 2,011,035 3,840,285Shares to be issued 204,000Profit and loss account (1,899,086) (1,899,086) Equity shareholders' funds 111,949 2,145,199 The unaudited pro forma statement of net assets for the Enlarged Group as at 31March 2007 is based on the audited balance sheet of Sandford as at 31 March 2007as adjusted, for illustrative purposes, to show the effect of the Acquisitionand the placing by the Company as announced on 18 April 2007. On 18 April 2007 the Company announced that it had placed 141,900,000 OrdinaryShares with a number of investors at a price of 0.75 pence per Ordinary Sharewhich raised a total of £1,064,250 before expenses. The Company will finance thecash payments due pursuant to the Acquisition Agreement from these internal cashresources. 5. Summary of the Acquisition Agreement Subject to the passing of Resolution 2 at the EGM, the Company will enter intothe Acquisition Agreement. Pursuant to the Acquisition Agreement, the Company will, subject only toAdmission, acquire the entire issued share capital of Wilton in considerationfor (a) the allotment of the First Consideration Shares and payment of the FirstCash Consideration and (b) the allotment of the Second Consideration Shares andthe payment of the Second Cash Consideration in the following proportions: (i) WIMG shall receive 70,000,000 New Ordinary Shares at Admission and the payment of £500,000 in cash of which £118,493 will be utilised to satisfy the First Inter Company Debt; (ii) Robin Courage shall receive 10,000,000 New Ordinary Shares at Admission and the payment of £125,000 in cash; (iii) Lars Haue-Pedersen shall receive 10,000,000 New Ordinary Shares at Admission and the payment of £125,000 in cash; (iv) Robin Courage shall receive 4,000,000 New Ordinary Shares on each of the first, second and third anniversaries of Admission, with a further payment of £50,000 in cash on the second anniversary of Admission; and (v) Lars Haue-Pedersen shall receive 4,000,000 New Ordinary Shares on each of the first, second and third anniversaries of Admission, with a further payment of £50,000 in cash on the second anniversary of Admission. Under the terms of the Acquisition Agreement, and subject to the date upon whichhe ceases to be employed, Mr Courage will only receive the consideration set outin (iv) and (v) above (the "Consideration") if he is, at the time theConsideration is payable, still employed by The Enlarged Group. The samearrangements shall also apply to Mr Pedersen. Furthermore, in the event that Mr Courage ceases to be so employed, subject tothe circumstances under which Mr Courage ceased to be employed, then he willhave to repay to the Company a proportion of the Consideration (including theConsideration to be paid at Admission) already received. In such circumstancesRobin Courage will only be entitled to keep the Consideration in the proportionof A/B where A is equal to 36 less the number of whole months from Admissionuntil the date of termination of his employment; and B is 36. The samearrangement shall also apply to Mr Pedersen. In the case of Ordinary Shares tobe allotted as part of the Consideration, any such shares already allotted willhave to be sold through the broker of the Company, with the proceeds being paidto the Company for the benefit of the Company, and all shares which are still tobe allotted will cease to be due. The Acquisition Agreement, when entered into, will be conditional upon Admissiontaking place on or before 31 August 2007. The Acquisition Agreement contains various non-compete provisions which apply toWIMG, the shareholders of WIMG (including Paul Foulger and Adam Reynolds), RobinCourage and Lars Haue-Pedersen and also incorporates the warranties andindemnities which have been given by each of WIMG, the shareholders of WIMG(including Paul Foulger and Adam Reynolds), Robin Courage and LarsHaue-Pedersen, under the terms of a Warranty Deed. Furthermore, the Company has also agreed to repay on Completion, on behalf ofWICL (which will then be a wholly owned subsidiary immediately afterCompletion), the First Inter Company Debt which is owed by Wilton. This will bepaid to WIMG as part of the £500,000 First Cash Consideration. Furthermore ,theCompany has also agreed to repay, or arrange for WICL to repay, the ContinuingInter Company Debt which is also owed by Wilton to WIMG on or before the secondanniversary of Admission. Further details of the Acquisition Agreement and the Warranty Deed are set outin the Document. 6. Directors Under the terms of the Acquisition Agreement, following Completion, the ProposedDirectors will be appointed as directors. The existing Directors will all remainon the Board following completion. Following the aforesaid appointments, theBoard will comprise the following Directors: Neil McClure, Non-Executive Chairman (aged 53) Neil McClure qualified as a chartered accountant with Coopers and Lybrand andthen worked in corporate finance at Phillips & Drew before joining Saatchi &Saatchi as corporate finance director in 1985. Subsequently he has been adirector of a number of publicly quoted companies, principally in theadvertising and marketing service industries and is currently a non-executivechairman of Alan Brazil Leisure plc. Neil also currently advises a number ofprivate companies in the media and sports related industries. Neil Co-foundedTable Mountain Minerals plc (now Plectrum Petroleum plc) with Adam Reynolds fromwhich he as a director in July 2005. Adam Reynolds, Executive Director (aged 45) Adam began his career as a stockbroker in 1980, working first with Rowe Rudd andthen Jacobson & Townsley as a commission salesman. In 1983, he established theLondon office of John Siddall & Son, becoming a director in 1987. In 1988, hebrokered the sale of that office to Branston & Gothard, where he headed up theUK equity sales team that he had brought with him for the next five years. Heremained at Branston & Gothard as a UK equity salesman until 1998, when hejoined Basham & Coyle, a financial PR firm, as a director in charge of investorrelations, specialising in developing the PR strategies of smaller companies. InFebruary 2000, he established Hansard Group plc, a financial PR firm, listing iton AIM in November 2000, before successfully leading a management buy-out of thebusiness in 2004 at which time Hansard group acquired a major division ofEnergem Resources Inc. which changed its name to First Africa Oil plc. Adam isalso the chairman of International Brand Licensing plc, owners of the Admiralsports clothing brand and a director of Wilton International Management GroupLimited. Paul Andrew Peter Foulger, Finance Director (aged 37) Paul has considerable public and private company experience, most recentlyhaving acted as finance director in the reversal of First Africa Oil plc intoFinancial Development Corporation plc. Paul previously worked in the publishingindustry with HarperCollins Publishers and subsequently became finance directorat Elsevier Science, a subsidiary of Reed Elsevier plc. He led a managementbuy-out of previously quoted financial communications group Hansard in 2004, ofwhich he remains a director. He also consulted on the AIM listing of TableMountain Minerals plc in 2005 and its subsequent acquisition by PlectrumPetroleum plc. In 2005, he became a director of Cielo Holdings plc, now calledCuridium Medica plc, and successfully completed an acquisition of CuridiumLimited in July 2006. His other directorships include International BrandLicensing plc and Wilton International Management Group. Paul is a qualifiedcertified accountant and is currently completing his MBA at Warwick BusinessSchool. Robin Vandeleur Courage, Proposed Chief Executive (aged 62) Robin began his career in advertising and later moved into television and filmproduction. In the early 1970s he acted as impresario to present majorinternational entertainment artistes in cabaret and on stage in London. In 1987Robin joined The Rowland Company, a wholly-owned subsidiary of the Saatchi &Saatchi Group. In 1994 he founded the sports marketing company, AtkinsonCourage, where he worked with his multinational clients to exploit theirsponsorships of major international events. He ran Atkinson Courage for sevenyears prior to forming TSE. As the London-based Director of TSE, Robin focuseson developing long-term strategic plans and near-term marketing programmes forinternational sports federations and national and local governments. Robin isalso Chairman of Fundraising and a member of the Executive Council ofWheelPower, the governing body for wheelchair sport in the UK and owner of theUK's national disability sports centre at Stoke Mandeville, the birthplace ofthe Paralympic Games. Lars Haue-Pedersen, Proposed Executive Director (aged 46) Lars was born and grew up in Copenhagen, Denmark. He now lives in Lausanne,Switzerland. Lars's background is as an economist and he gained an MSc ineconomics from Odense University, Denmark. Lars was a sportsman who transferredinto sports administration and from 1991 to 1995 was Secretary General of theDanish Volleyball Federation. In 1995 he joined the International VolleyballFederation (FIVB) in Lausanne as Development Director. In 1999 he formedBeaufort Sports Consulting SA, also based in Lausanne. He co-founded TSE in2001, where he remains as the Director in charge of the Lausanne head office. Inaddition to managing the international growth of the company Lars providesconsulting services to major international sports organisations. He developsmanagement training courses for sports organisations and event owners, and worksextensively with national and regional governments involved in bidding for and/or staging major sports events. Lars is an external lecturer in sport managementand sport economics at Copenhagen Business School and is an external lecturer ata number of European universities including Klagenfurt (Austria), Lausanne(Switzerland), St Petersburg (Russia) and Neuchatel (Switzerland). 7. Related Party Transaction and Section 320 Approval As described above, Adam Reynolds and Paul Foulger, directors of the Company,are also shareholders and directors of Wilton International Management Group, aVendor of Wilton. Accordingly, pursuant to the AIM Rules the acquisition ofWilton is being treated as a related party transaction. As further set out inthe recommendation below, the Independent Director considers, having consultedwith the Company's Nominated Adviser, that the terms of the Acquisition are fairand reasonable insofar as the Shareholders are concerned. In addition, as aconsequence of their interest in WIMG, Adam Reynolds and Paul Foulger are alsobeing treated as members of the Concert Party for the purposes of the City Code.Accordingly the recommendation below has been provided only by Neil McClure, theIndependent Director. As both Paul Foulger and Adam Reynolds are directors of the Company anddirectors and shareholders of WIMG, Section 320 of the Act also applies to theAcquisition as this transaction would amount to a substantial propertytransaction involving a director of the Company. To this end, Section 320provides that no agreement can be entered into by the Company with WIMG withoutthe prior approval of the Shareholders. The Company will seek this approval atthe EGM, at which the Shareholders will be asked inter alia to approve theentering into of the Acquisition Agreement. 8. The City Code The Investment gives rise to certain considerations under the City Code. The City Code is issued and administered by the Panel. The City Code applies toall takeovers and merger transactions, however effected, where the offereecompany is, inter alia, a public company with its registered office in the UKand whose place of central management and control is in the UK. Sandford is sucha company and its Shareholders are entitled to the protections afforded by theCity Code. Under Rule 9 of the City Code ("Rule 9") when (a) any person acquires, whetherby a series of transactions over a period of time or not, an interest in shareswhich (taken together with shares in which persons acting in concert with himare interested) carry 30 per cent. or more of the voting rights of a company; or(b) any person, together with persons acting in concert with him, is interestedin shares which in the aggregate carry not less than 30 per cent. of the votingrights of a company but does not hold shares carrying more than 50 per cent. ofsuch voting rights and such person, or any person acting in concert with him,acquires an interest in any other shares which increases the percentage ofshares carrying voting rights in which he is interested, then such person shallextend offers, on the basis set out in Rules 9.3, 9.4 and 9.5 of the City Code,to the holders of any class of security whether voting or non-voting and also tothe holders of any other class of transferable securities carrying votingrights. An offer under Rule 9 must be in cash and at the highest price paid within thepreceding twelve months for any shares in the company by the person required tomake the offer or any person acting in concert with him. The Panel has deemed the Concert Party to be acting in concert for the purposesof the City Code. Adam Reynolds and Paul Foulger, who are Directors of the Company, are alsoshareholders and directors of Wilton International Management Group which is oneof the Vendors. Adam Reynolds and Paul Foulger each own 42,500,000 ExistingOrdinary Shares which they subscribed for on 27 March 2007 pursuant to the issueof new Ordinary Shares by the Company (as approved by Shareholders at theextraordinary general meeting of the Company held on 26 March 2007 (the "MarchEGM") and on 17 April 2007 pursuant to a placing of new Ordinary Shares asannounced on 18 April 2007. In addition, Adam Reynolds and Paul Foulger are the only executive directors ofBoldwood and in aggregate are interested in 36.13 per cent. of Boldwood'scurrent issued share capital. Boldwood, through its wholly owned subsidiaryHansard, owns a further 113,333,333 Existing Ordinary Shares which Hansardacquired on 27 March 2007 pursuant to the issue of new Ordinary Shares by theCompany (as approved by Shareholders at the March EGM) and on 17 April 2007pursuant to a placing of new Ordinary Shares as announced on 18 April 2007.Messrs Reynolds and Foulger effectively control the Board of Boldwood and theday-to-day running of Boldwood and Hansard and are able to instruct Hansard tovote on its holding of Existing Ordinary Shares in accordance with theirinstructions without recourse to the other Boldwood shareholders or the Board ofBoldwood. Accordingly, for the purposes of the Waiver described further below, AdamReynolds, Paul Foulger and Hansard are being treated as members of the ConcertParty. Other than Adam Reynolds, Paul Foulger and Hansard's interest in theshare capital of the Company, no other member of the Concert Party currently hasany interests, rights to subscribe or short positions in the share capital ofthe Company. On completion of the Acquisition, the Concert Party will hold 288,333,333Ordinary Shares in aggregate, representing approximately 49.38 per cent. of theFirst Enlarged Issued Share Capital. Following the issue of the maximum numberof Second Consideration Shares on the first, second and third anniversaries ofAdmission, the Concert Party will hold 312,333,333 Ordinary Shares in aggregate,representing approximately 51.38 per cent. of the Second Enlarged Issued ShareCapital. The shareholdings of each member of the Concert Party immediatelyfollowing completion of the Acquisition and following the issue of the SecondConsideration Shares are set out in Table 1 below: Table 1Concert Party Current First Holding of Percentage Second Holding of Percentage holding of Consideration Ordinary of First Consideration Ordinary of Second Ordinary Shares Shares and Enlarged Shares Shares, First Enlarged Shares First Ordinary Consideration Ordinary Consideration Share Shares and Share Shares Capital on Second Capital Completion Consideration following Shares Completion WIMG 0 70,000,000 70,000,000 11.99% 0 70,000,000 11.52%Robin Courage 0 10,000,000 10,000,000 1.71% 12,000,000 22,000,000 3.62%Lars Haue-Pedersen 0 10,000,000 10,000,000 1.71% 12,000,000 22,000,000 3.62%Adam Reynolds 42,500,000 0 42,500,000 7.28% 0 42,500,000 6.99%Paul Foulger 42,500,000 0 42,500,000 7.28% 0 42,500,000 6.99%Ian Ainscow 0 0 0 n.a. 0 0 n.a.David Keen 0 0 0 n.a. 0 0 n.a.Norah Turnbull 0 0 0 n.a. 0 0 n.a.Hansard 113,333,333 0 113,333,333 19.41% 0 113,333,333 18.64% Total 198,333,333 90,000,000 288,333,333 49.38% 24,000,000 312,333,333 51.38% Notes (i) Adam Reynolds, Paul Foulger, Ian Ainscow and David Keen are all shareholders of WIMG, one of the Vendors of Wilton. (ii) Adam Reynolds and Paul Foulger are both shareholders and executive directors of Boldwood which owns the entire issued share capital of Hansard. (iii) The interests are shown before the distribution by WIMG of its holding of 70,000,000 Ordinary Shares to its shareholders as described in the Document. (iv) David Keen has agreed to transfer up to 7,970,648 Ordinary Shares to Norah Turnbull immediately following a distribution by WIMG of its entire holding of Ordinary Shares to the WIMG Shareholders. Following Completion of the Proposals, the directors of WIMG intend to wind upWIMG pursuant to which, inter alia, any Ordinary Shares then held by WIMG wouldbe distributed to the shareholders of WIMG pro rata to their percentageshareholding in WIMG. Should such a distribution occur and on the basis thatthere are no changes to the shareholdings of WIMG, then the shareholdings ofeach member of the Concert Party immediately following completion of theAcquisition, the issue of the Second Consideration Shares and the distributionby WIMG of its entire shareholding in the Company to the WIMG Shareholders, willbe as set out in Table 2 below: Table 2 Concert Party Current First Holding of Percentage Second Holding of Percentage holding of Consideration Ordinary of First Consideration Ordinary of Second Ordinary Shares Shares and Enlarged Shares Shares, First Enlarged Shares First Ordinary Consideration Ordinary Consideration Share Shares and Share Shares Capital on Second Capital Completion Consideration following Shares Completion WIMG n.a n.a n.a n.a n.a n.a n.aRobin Courage 0 10,000,000 10,000,000 1.71% 12,000,000 22,000,000 3.62%Lars Haue-Pedersen 0 10,000,000 10,000,000 1.71% 12,000,000 22,000,000 3.62%Adam Reynolds 42,500,000 15,941,295 58,441,295 10.01% 0 58,441,295 9.61%Paul Foulger 42,500,000 15,941,296 58,441,296 10.01% 0 58,441,296 9.61%Ian Ainscow 0 6,234,818 6,234,818 1.07% 0 6,234,818 1.03%David Keen 0 23,911,943 23,911,943 4.10% 0 23,911,943 3.93%Norah Turnbull 0 7,970,648 7,970,648 1.37% 0 7,970,648 1.31%Hansard 113,333,333 0 113,333,333 19.41% 0 113,333,333 18.64% Total 198,333,333 90,000,000 288,333,333 49.38% 24,000,000 312,333,333 51.38% Notes (i) Adam Reynolds, Paul Foulger, Ian Ainscow and David Keen are all shareholders of WIMG, one of the Vendors of Wilton. The interests of each of the WIMG Shareholders shown above assumes that WIMG distributes its entire holding of Ordinary Shares to the WIMG Shareholders in proportion to their current shareholding in WIMG. (ii) Adam Reynolds and Paul Foulger are both shareholders and executive directors of Boldwood which owns the entire issued share capital of Hansard. (iii) David Keen has agreed to transfer up to 7,970,648 Ordinary Shares to Norah Turnbull immediately following a distribution by WIMG of its entire holding of Ordinary Shares to the WIMG Shareholders. Under the terms of the Acquisition Agreement Robin Courage, and subject to thedate on which he ceases to be employed, will only receive, inter alia, theSecond Consideration Shares if he is, at the time the Second ConsiderationShares are due, still employed by the Enlarged Group. The same arrangement shallalso apply to Lars Haue-Pedersen. Furthermore, in the event that Robin Courage ceases to be so employed, subjectto the circumstances under which Mr. Courage ceased to be employed, then he willhave to repay to the Company a proportion of the First Consideration Sharesalready received. In such circumstances Robin Courage will only be entitled tokeep such number of First Consideration Shares received in the proportion of A/Bwhere: A is equal to 36 less the number of whole months from Admission until thedate of termination of his employment; and B is 36. The same arrangement shallalso apply to Lars Haue-Pedersen. Any such First Consideration Shares subject to this claw-back by the Company,will be sold through the broker of the Company, with the proceeds being paid tothe Company for the benefit of the Company, and all Second Consideration Shareswhich are still to be allotted will cease to be due. Accordingly, on completion of the Acquisition, and assuming the maximum numberof First Consideration Shares subject to claw-back as described above arereturned by Robin Courage and Lars Haue-Pedersen to the Company and that noSecond Consideration Shares are thereafter issued, the Concert Party will hold268,333,333 new Ordinary Shares in aggregate, representing approximately 45.96per cent. of the First Enlarged Issued Share Capital and, as no SecondConsideration Shares would be issued thereafter, representing approximately45.96 per cent. of the Second Enlarged Issued Share Capital. In such circumstances and following the distribution by WIMG of its entireshareholding in the Company to the WIMG Shareholders, the shareholdings of eachmember of the Concert Party will be as set out in Table 3 below: Table 3Concert Party Current First Holding of Percentage holding of Consideration Ordinary of First Ordinary Shares Shares and and Second Shares First Enlarged Consideration Ordinary Shares Share Capital on Completion WIMG n.a n.a n.a n.aRobin Courage 0 0 0 0.00%Lars Haue-Pedersen 0 0 0 0.00%Adam Reynolds 42,500,000 15,941,295 58,441,295 10.01%Paul Foulger 42,500,000 15,941,296 58,441,296 10.01%Ian Ainscow 0 6,234,818 6,234,818 1.07%David Keen 0 23,911,943 23,911,943 4.10%Norah Turnbull 0 7,970,648 7,970,648 1.37%Hansard 113,333,333 0 113,333,333 19.41% Total 198,333,333 70,000,000 268,333,333 45.96% Notes (i) Adam Reynolds, Paul Foulger, Ian Ainscow and David Keen are all shareholders of WIMG, one of the Vendors of Wilton. The interests of each of the WIMG Shareholders shown above assumes that WIMG distributes its entire holding of Ordinary Shares to the WIMG Shareholders in proportion to their current shareholding in WIMG. (ii) Adam Reynolds and Paul Foulger are both shareholders and executive directors of Boldwood which owns the entire issued share capital of Hansard. (iii) David Keen has agreed to transfer up to 7,970,648 Ordinary Shares to Norah Turnbull immediately following a distribution by WIMG of its entire holding of Ordinary Shares to the WIMG Shareholders. Neil McClure has an option to purchase from Hansard up to 8,800,000 ExistingOrdinary Shares at a purchase price of 0.1p per Existing Ordinary Share at anytime during the period ending on the 27 March 2010 (the "Purchase Option").Accordingly, on completion of the Acquisition and assuming the maximum number ofFirst Consideration Shares subject to claw-back as described above are returnedby Robin Courage and Lars Haue-Pedersen to the Company and no SecondConsideration Shares are thereafter issued and the exercise in full by NeilMcClure of the Purchase Option, the Concert Party will hold 259,533,333 newOrdinary Shares in aggregate, representing approximately 44.45 per cent. of theFirst Enlarged Issued Share Capital and as no Second Consideration Shares wouldbe issued thereafter, representing approximately 44.45 per cent. of the SecondEnlarged Issued Share Capital. In such circumstances and following the distribution by WIMG of its entireshareholding in the Company to the WIMG Shareholders, the shareholdings of eachmember of the Concert Party will be as set out in Table 4 below: Table 4 Concert Party Current First Holding of Percentage Second Holding of Percentage holding of Consideration Ordinary of First Consideration Ordinary of Second Ordinary Shares Shares and Enlarged Shares Shares, First Enlarged Shares First Ordinary Consideration Ordinary Consideration Share Shares and Share Shares Capital on Second Capital Completion Consideration following Shares Completion WIMG n.a n.a n.a n.a n.a n.a n.aRobin Courage 0 0 0 0.00% 0 0 0.00%Lars Haue-Pedersen 0 0 0 0.00% 0 0 0.00%Adam Reynolds 42,500,000 15,941,295 58,441,295 10.01% 0 58,441,295 10.01%Paul Foulger 42,500,000 15,941,296 58,441,296 10.01% 0 58,441,296 10.01%Ian Ainscow 0 6,234,818 6,234,818 1.07% 0 6,234,818 1.07%David Keen 0 23,911,943 23,911,943 4.10% 0 23,911,943 4.10%Norah Turnbull 0 7,970,648 7,970,648 1.37% 0 7,970,648 1.37%Hansard 113,333,333 0 113,333,333 19.41% (8,800,000) 104,533,333 17.90% Total 198,333,333 70,000,000 268,333,333 45.96% (8,800,000) 259,533,333 44.45% Notes (i) Adam Reynolds, Paul Foulger, Ian Ainscow and David Keen are all shareholders of WIMG, one of the Vendors of Wilton. The interests of each of the WIMG Shareholders shown above assumes that WIMG distributes its entire holding of Ordinary Shares to the WIMG Shareholders in proportion to their current shareholding in WIMG. (ii) Adam Reynolds and Paul Foulger are both shareholders and executive directors of Boldwood which owns the entire issued share capital of Hansard. (iii) David Keen has agreed to transfer up to 7,970,648 Ordinary Shares to Norah Turnbull immediately following a distribution by WIMG of its entire holding of Ordinary Shares to the WIMG Shareholders. Further information on the members of the Concert Party is set out in theDocument. Accordingly, the issue of New Ordinary Shares to the Concert Party on completionof the Acquisition would normally give rise to an obligation on the ConcertParty to make a Rule 9 offer to Shareholders immediately before the Proposalsare implemented. The Panel has agreed, however, to waive this obligation on the Concert Party tomake a general offer to all Shareholders that would otherwise arise as a resultof the Proposals subject to the passing on a poll by the IndependentShareholders (who for the avoidance of doubt do not include members of theConcert Party) of Resolution 1 set out in the Notice of Extraordinary GeneralMeeting at the end of the Document. Following completion of the Acquisition and the issue of the maximum number ofSecond Consideration Shares, the Concert Party will own or control 50 per cent.or more of the Second Enlarged Issued Share Capital of the Company andaccordingly, under the City Code, whilst they continue to be treated as actingin concert, each member would ordinarily be able to increase further theirrespective percentage shareholding in the voting rights of the Company withoutincurring an obligation under Rule 9 to make a general offer to Shareholders toacquire the entire issued share capital of the Company. However, there could becertain circumstances as described above and illustrated in Tables 3 and 4 inwhich the Concert Party may not own or control 50 per cent. or more of theSecond Enlarged Share Capital and each member of the Concert Party hasundertaken only to acquire any further Ordinary Shares in strict accordance withthe Rules of the City Code. In addition, individual members of the Concert Partywill not be able to increase their percentage shareholding without the consentof the Panel. As described above, Adam Reynolds and Paul Foulger each currently own 42,500,000Existing Ordinary Shares. In addition, Adam Reynolds and Paul Foulger areshareholders and directors of Boldwood which, through its wholly ownedsubsidiary Hansard, owns a further 113,333,333 Existing Ordinary Shares. Otherthan Adam Reynolds, Paul Foulger and Hansard's interest in the share capital ofthe Company, no other member of the Concert Party has had any interest insecurities of the Company in the 12 months preceding the date of thisAnnouncement. The Rule 9 Waiver will be invalid if any member of the ConcertParty acquires an interest in securities of the Company in the period betweenthe date of this Announcement and the EGM. Accordingly, each member of theConcert Party has undertaken to the Company that he will not acquire an interestin securities in the Company during such period. The Independent Director has irrevocably committed to the Concert Party to votein favour of the Resolutions to be proposed at the EGM. The Independent Directorhas an aggregate holding of 83,333 Ordinary Shares representing approximately0.02 per cent. of the Existing Ordinary Shares. 9. Lock-in Arrangements Vendor Lock-in Arrangements Each of the Vendors and the WIMG Shareholders, who at Admission will be regardedas being interested in aggregate in 288,333,333 Ordinary Shares, representing49.38 per cent. of the First Enlarged Issued Share Capital (and on allotment ofthe maximum number of Second Consideration Shares as being interested inaggregate in 312,333,333 Ordinary Shares, representing 51.38 per cent. of theSecond Enlarged Issued Share Capital), have under the terms of the WiltonLock-In Agreements undertaken to the Company and Beaumont Cornish that (andsubject to the exceptions permitted by the AIM Rules) they will not dispose ofany interest in Ordinary Shares as set out below: WIMG Subject to the exceptions permitted by the AIM Rules and as set out below, WIMGwill not dispose of any interest in the Ordinary Shares for a period of 12months from Admission. During the period of one year following the firstanniversary of Admission, WIMG will only sell or dispose of any interest in theOrdinary Shares through Sandford's broker (or with the broker's prior consent, athird party broker nominated by WIMG) from time to time so as to allow themaintenance of an orderly market in Sandford's Ordinary Shares. Paul Foulger, Adam Reynolds and Hansard Subject to the exceptions permitted by the AIM Rules and as set out below, eachof Paul Foulger, Adam Reynolds and Hansard will not dispose of any interest inthe Ordinary Shares which they are currently interested in, or which PaulFoulger and Adam Reynolds become interested in by virtue of their shareholdingin WIMG, for a period of 12 months from Admission. During the period of one yearfollowing the first anniversary of Admission, each of Paul Foulger, AdamReynolds and Hansard will only sell or dispose of any interest in the OrdinaryShares through Sandford's broker (or with the broker's prior consent, a thirdparty broker nominated by each of Paul Foulger, Adam Reynolds or Hansard) fromtime to time so as to allow the maintenance of an orderly market in Sandford'sOrdinary Shares. Ian Ainscow, David Keen and Norah Betty Turnbull Subject to the exceptions permitted by the AIM Rules and as set out below, eachof Messrs Ainscow and Keen and Norah Betty Turnbull will not dispose of anyinterest in any Ordinary Shares they become interested in by virtue of theirinterest in WIMG: (i) For a period of four months following admission of the enlarged ordinary share capital to AIM ("Admission"); and (ii) in respect of David Keen and Norah Betty Turnbull only, thereafter until the publication by Sandford of its audited results for the nine month period ending 31 December 2007 or 30 June 2008, whichever is the earlier, without the prior written consent of Beaumont Cornish. Robin Courage and Lars Haue-Pedersen Subject to the exceptions permitted by the AIM Rules and as set out below,Messrs Courage and Haue-Pedersen will not dispose of any Ordinary Shares for aperiod of 36 months from Admission. During the period of one year following thethird anniversary of Admission, Messrs Courage and Haue-Pedersen will only sellor dispose of any interest in Ordinary Shares through Sandford's broker (or withthe broker's prior consent, a third party broker nominated by Messrs Courage andHaue- Pedersen) from time to time so as to allow the maintenance of an orderlymarket in Sandford's Ordinary Shares. Lock-ins Agreements Exemptions The Lock-in agreements described above shall not apply to a disposal made: (a) In acceptance of a general offer for the whole of the issued equity share capital of Sandford (other than any equity share capital held by or committed to the offeror and/or persons acting in concert with the offeror) made in accordance with the City Code or the provision of an irrevocable undertaking to accept such an offer; or (b) pursuant to any compromise or arrangement under Section 425 of the Act providing for the acquisition by any person (or group of persons acting in concert) of 50 per cent. or more of the equity share capital of the Company and which compromise or arrangement has been sanctioned by the courts; (c) under any scheme or reconstruction under Section 110 of the Insolvency Act 1986 in relation to Sandford; (d) by the personal representatives of the covenantor if the covenantor shall die during the period of such restrictions provided that the sale of any shares in Sandford by such personal representatives pursuant to this sub-clause during such period shall be effected in accordance with the reasonable requirements of Sandford so as to ensure an orderly market for the issued share capital of Sandford; or (e) pursuant to any sale or transfer required by an order made by a court with competent jurisdiction. In addition, the WIMG Lock-in Agreement will not apply to any disposal by WIMGwith the prior written consent of Beaumont Cornish or pursuant to any scheme orreconstruction under Section110 of the Insolvency Act 1986 and distribution ofit assets to its shareholders, provided that WIMG procures that the WIMGShareholders enter into the Lock-in agreements described in paragraph 10.1above. 11. Current Trading and Prospects As disclosed in the audited results of the Company for the year ended 31 March2007, the Company has not traded since it disposed of MSUK on 3 July 2006. TSE continues to develop its international client base as its new internationalagency network is expanded. In July 2007 TSE entered into a third party agencyagreement with a Copenhagen based agent which will provide the Company with apresence in Denmark. In the current year TSE has secured new public sectorclients in North America, including the cities of Philadelphia and Denver. InMay 2007 TSE advised the bidding committee from the Poland and Ukraine FootballAssociations on their successful bid to host the European Football Championshipsin 2012. TSE is currently trading in line with budget and the Directors andProposed Directors are confident about its prospects for the remainder of theyear. 12. Admission to AIM and dealings The Acquisition will constitute a "reverse-takeover" under the AIM Rules and istherefore dependant upon the approval of the Shareholders being given at theEGM, details of which are set out below. Application will be made for theOrdinary Shares and the First Consideration Shares to be admitted to trading onAIM and it is anticipated that Admission will become effective and that tradingin the First Enlarged Ordinary Share Capital on AIM will commence on the tradingday following the EGM, namely 21 August 2007. 13. Extraordinary General Meeting A notice convening the EGM and proposing the resolutions set out below is setout at the end of the Document. The EGM will be held at the offices of FaskenMartineau Stringer Saul LLP at 10.30 a.m. on 20 August 2007 at which resolutionswill be proposed as follows: (i) Resolution 1, an ordinary resolution to approve the waiver of the obligations on the Concert Party (or any member of it) to make a general offer to Shareholders pursuant to Rule 9 of the City Code in the event of the issue of New Ordinary Shares to the Concert Party on completion of the Acquisition (subject to Independent Shareholders approval by voting on a poll); (ii) Resolution 2, conditional upon Resolution 1, an ordinary resolution to approve the entering into of the Acquisition Agreement for the purposes of Section 320 of the Act; (iii) Resolution 3, conditional upon Resolutions 1 and 2, which will be proposed as an ordinary resolution, to renew the authority of the Directors to issue New Ordinary Shares in the capital of the Company pursuant to section 80 of the Act; (iv) Resolution 4, conditional upon Resolutions 1, 2 and 3, which will be proposed as a special resolution, to dis-apply the statutory pre-emption rights contained in section 89(1) of the Act in the circumstances specified in the resolution; and (v) Resolution 5, conditional upon Resolutions 1, 2, 3 and 4 to change the name of the Company to TSE Group plc. 14. Recommendation As Adam Reynolds and Paul Foulger are also shareholders of WIMG (one of theVendors), both Adam Reynolds and Paul Foulger are being treated as members ofthe Concert Party. Accordingly, the recommendation is provided by theIndependent Director only. The Independent Director, having been so advised by Beaumont Cornish, considersthat the Proposals, including the Acquisition and the waiver granted by thePanel of the obligation by the Concert Party (or any member of it) to make ageneral offer to Shareholders pursuant to Rule 9 of the City Code on completionof the Acquisition and the issue of the New Ordinary Shares to the ConcertParty, to be fair and reasonable and in the best interests of the Company andthe Shareholders as a whole. In providing its advice, Beaumont Cornish has takeninto account the commercial assessment of the Independent Director. The Independent Director has irrevocably committed to the Concert Party to votein favour of the Resolutions to be proposed at the EGM set out in the Notice ofEGM contained in the Document. The Independent Director has an aggregate holding of 83,333 Ordinary Sharesrepresenting approximately 0.02 per cent. of the Existing Ordinary Shares. The Independent Director therefore recommends to Shareholders to vote in favourof the Resolutions as he has irrevocably agreed to do in respect of his ownbeneficial holdings of Ordinary Shares referred to above. Enquiries: Sandford plc Paul Foulger Tel: 0207 245 1100 Beaumont Cornish Limited Michael Cornish Tel: 0207 628 3396Roland Cornish APPENDIX A DEFINITIONS THE FOLLOWING DEFINITIONS APPLY THROUGHOUT THIS ANNOUNCEMENT UNLESS THE CONTEXT OTHERWISE REQUIRES: "Acquisition" the proposed acquisition by the Company of the whole of the issued share capital of Wilton"Acquisition Agreement" the conditional agreement between WIMG (1), Robin Courage (2), Lars Haue-Pedersen (3), the WIMG Shareholders (4) and Sandford (5) relating to the Acquisition, a summary of the principal terms of which is set out in paragraph 11.1.25 of Part 8 of the Document"Acquisition Shares" the ordinary shares and the B ordinary shares in the capital of Wilton to be acquired by Sandford pursuant to the Acquisition Agreement"Accountants' Reports" the reports on the financial information relating to the Company, Wilton and TSE prepared by Kingston Smith"Act" the Companies Act 1985 (as amended)"Admission" the admission of the First Enlarged Issued Share Capital to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules"AIM" the AIM Market of the London Stock Exchange"AIM Rules" the rules for AIM Companies and their Nominated Advisers issued by the London Stock Exchange from time to time"Articles" the articles of association of the Company"Beaumont Cornish" Beaumont Cornish Limited, a company registered in England and Wales with registered number 03311393"Boldwood" Boldwood Limited, a company registered in England and Wales with registered number 05232587"Cash Consideration" the First Cash Consideration and the Second Cash Consideration"City Code" the City Code on Takeover and Mergers"Combined Code" the Principles of Good Governance and Code of Best Practice published in June 2006 by the Financial Reporting Council"Company" or "Sandford" Sandford Plc, a company registered in England and Wales with registered number 5353387"Completion" completion of the Proposals"Concert Party" as defined in Part 3 of the Document"Consideration Shares" the First Consideration Shares and the Second Consideration Shares"Continuing Inter £100,000 which will remain owing by Wilton to WIMGCompany Debt" and which is to be repaid as part of the Second Cash Consideration, as set out in paragraph 11.1.25 of Part 8 of the Document"Directors" or "Board" the directors of the Company at the date of this Announcement"Document" the admission document dated 27 July 2007"EGM" or "Extraordinary the extraordinary general meeting of the CompanyGeneral Meeting" to be held on 20 August 2007 at 10.30 a.m. (or any adjournment thereof), notice of which is set out at the end of the Document"Enlarged Group" Sandford, Wilton and TSE and any of their subsidiaries as at the date of Admission"Enlarged Ordinary Share the entire issued share capital of the Company asCapital" enlarged by the First Consideration Shares"Existing Ordinary Share the entire issued ordinary share capital of theCapital" Company as at the date of the Document"Existing Ordinary the 493,900,000 issued Ordinary Shares at the dateShares" of the Document"First Cash £750,000Consideration""First Inter Company £118,493 owed by Wilton to WIMG to be repaid byDebt" the Company, for and on behalf of Wilton, on Completion by WIMG applying £118,493 of the First Cash Consideration to such repayment"First Consideration the New Ordinary Shares to be issued to theShares" Vendors on completion of the Acquisition"First Enlarged Share the issued ordinary share capital of the CompanyCapital" on Admission, comprising the Existing Ordinary Shares and the First Consideration Shares"Form of Proxy" the blue form of proxy to be used by holders of Existing Ordinary Shares in connection with the EGM"FSA" the Financial Services Authority"FSMA" the Financial Services and Markets Act 2000 (as amended)"Group" the Company and, prior to the sale of MSUK, its subsidiaries including but not limited to MSUK"Hansard" Hansard Communications.com Limited, a company registered in England and Wales with registered number 03928022"Hansard Lock-in the lock-in agreement as set out in paragraphAgreement" 11.2.3 of Part 8 of the Document"Independent Director" Neil McClure"Independent those shareholders entitled to vote on ResolutionShareholders" 1 pursuant to paragraph 2(d) of Appendix 1 of the City Code"London Stock Exchange" London Stock Exchange plcor "Exchange""MSUK" means Media Steps (UK) Limited, a company registered in England and Wales with registered number 4880448, the former subsidiary of the Company"New Ordinary Shares" the 90,000,000 new Ordinary Shares"New Warrant Instrument" means the deed poll dated 26 July 2007 creating the New Warrants and setting out the terms and conditions of the exercise of the New Warrants"New Warrants" warrants to subscribe for New Ordinary Shares granted to Beaumont Cornish (subject to Admission), details of which are set out in Paragraph 8.2 of Part 8 of the Document"Notice of Extraordinary the notice of Extraordinary General Meeting at theGeneral Meeting" end of the Document"Official List" the official list of the UKLA"Ordinary Shares" the ordinary shares of 0.1 pence each in the share capital of the Company at the date of the Document"Original Admission" the admission of the share capital of the Company to AIM which took place on 24 June 2005"Panel" the Panel on Takeovers and Mergers, the regulatory body which administers the City Code"Proposals" the Acquisition, the Admission, the Resolutions and the Rule 9 Waiver"Proposed Directors" Robin Courage and Lars Haue-Pedersen"Prospectus Rules" the rules made by the FSA pursuant to sections 734A(1) and (3) of FSMA, as defined in section 417 (1) of FSMA"Purchase Option" the option granted by Hansard to Neil McClure to acquire up to 8,800,000 Ordinary Shares, details of which are set out in paragraph 11.2.2 of Part 8 of the Document"Resolutions" the resolutions set out in the notice of EGM at the end of the Document and 'Resolution' shall mean any one of them as appropriate"Second Cash £200,000 of which £100,000 is payable to theConsideration" Proposed Directors and £100,000 is payable to WIMG in repayment of the Continuing Inter Company Debt"Second Consideration up to 24,000,000 new Ordinary Shares which may beShares" issued and allotted to the Proposed Directors"Second Enlarged Share the Existing Ordinary Shares, the FirstCapital" Consideration Shares and the Second Consideration Shares"Shareholders" or holders of Existing Ordinary Shares"Members""Share Option Plan" the Sandford Share Option Plan, details of which are set out in paragraph 9 of Part 8 of the Document"Subscribers" the subscribers to the Subscription Agreement as nominated by Hansard comprising Hansard, Adam Reynolds, Paul Foulger, Graham Chambers, Paul Lister, Penelope Horne, David Newton, Palan Settlements, Benjamin Simons and Andrew Tan"Subscription Agreement" the subscription agreement entered into on 20 December 2006 between Hansard (1) and the Company (2)"Subscriber Lock-In the lock-in agreements between the Company (1)Agreements" Beaumont Cornish (2) and each of the Subscribers (3) as set out in paragraph 11.1.22 of Part 8 of the Document"TSE" TSE Consulting S.A. a Swiss stock company (societe anonyme), a wholly-owned subsidiary of Wilton"UK" the United Kingdom of Great Britain and Northern Ireland"UKLA" the FSA acting in its capacity as the competent authority for the purposes of Part 8 of FSMA"Vendors" Wilton International Management Group and the Proposed Directors"Waiver" the conditional waiver by the Panel of the obligation of the Concert Party that may otherwise arise under 'Rule 9' of the City Code to make a mandatory cash offer for the issued Ordinary Shares not already owned by the Concert Party on Completion"Warrant Holder" Neil James McClure, the holder of the Warrants"Warrant Instrument" the deed poll dated 28 February 2007 creating the Warrants and setting out the terms and conditions of the exercise of the Warrants"Warrants" warrants to subscribe for Ordinary Shares, full details of which are set out in paragraph 8 of Part 8 of the Document"Wilton" or "WICL" Wilton International Consulting Limited, a company registered in England and Wales with registered number 05504412, a wholly owned subsidiary of WIMG"Wilton Lock-in the lock-in agreements as set out in paragraph 10Agreements" of Part 1 and paragraph 11.1.28 of Part 8 of the Document"WIMG" or "Wilton Wilton International Management Group Limited, aInternational Management company registered in England and Wales withGroup" registered number 05416550"WIMG Shareholders" Adam Reynolds, Paul Foulger, David Keen and Ian Ainscow APPENDIX B MARKET STATISTICS Number of Existing Ordinary Shares 493,900,000 Number of First Consideration Shares to be issued 90,000,000pursuant to the terms of the Acquisition Agreement Total number of Ordinary Shares in issue following the 583,900,000issue of the FirstConsideration Shares ("First Enlarged Share Capital") Percentage of the First Enlarged Ordinary Share 15.41 per cent.Capital represented by the First Consideration Shares Percentage of the First Enlarged Ordinary Share 71.05 per cent.Capital not in public hands Maximum number of Second Consideration Shares to be 24,000,000issued pursuant to the terms of the AcquisitionAgreementTotal number of Ordinary Shares following the issue of 607,900,000the Second Consideration Shares ("Second EnlargedShare Capital")Percentage of the Second Enlarged Ordinary Share 18.75 per cent.Capital represented by the Consideration SharesAIM Ticker Symbol SFDISIN for the Ordinary Shares GB00B0BFPD14 APPENDIX C FURTHER INFORMATION GIVEN IN ACCORDANCE WITH THE AIM RULES CONCERNING THE PROPOSED DIRECTORS Each of Robin Courage and Lars Haue-Pedersen has the following serviceagreements in place: On 26 July 2007 Robin Courage entered into a service agreement with TSE, whichtook effect from 2 September 2005. He was appointed as an executive director ofTSE and the Company under this service agreement. The appointment will continueindefinitely and is terminable by either party on three months' notice inwriting (such notice not to expire until the first anniversary of Admission). Robin Courage will receive a salary of CHF168,000 per annum inclusive of anydirector's fees and 25 days' paid holiday entitlement per annum. He will also beentitled to participate in TSE's bonus and share option schemes, subject to therules of those schemes and targets set. The service agreement also includesprovisions for secondment, garden leave, pay in lieu of notice, a detailedconfidentiality provision and a provision dealing with the protection of TSE'sand the Company's intellectual property. Robin Courage is also subject tovarious post-termination restrictions, which prevent him from poaching keystaff, clients and suppliers and interfering with the Company's relationshipwith its clients and suppliers and competing with TSE and the Company. On 26 July 2007 Lars Haue-Pedersen entered into a service agreement with TSE,which took effect from 2 September 2005. He was appointed as an ExecutiveDirector of TSE and the Company under this service agreement. The appointmentwill continue indefinitely and is terminable by either party on three months'notice in writing (such notice not to expire until the first anniversary ofAdmission). Lars Haue-Pedersen will receive a salary of CHF180,000 per annuminclusive of any director's fees and 25 days' paid holiday entitlement perannum. He will also be entitled to participate in TSE's bonus and share optionschemes, subject to the rules of those schemes and targets set. The serviceagreement also includes provisions for secondment, garden leave, pay in lieu ofnotice, a detailed confidentiality provision and a provision dealing with theprotection of TSE's and the Company's intellectual property. Lars Haue-Pedersenis also subject to various post-termination restrictions, which prevent him frompoaching key staff, clients and suppliers and interfering with TSE's and theCompany's relationship with its clients and suppliers and competing with TSE andthe Company. None of the Proposed Directors are, nor have been within the five years prior tothe publication of the Document, partners in any partnerships. The ProposedDirectors have held the following directorships (in addition, where relevant, tobeing a director of the Company) within the five years prior to the publicationof this Announcement: Proposed Directors Current Past Robin Vandeleur Courage The British Wheelchair Total Sports and Sports Foundation Entertainment Consulting Limited Limited Courage Sports Ltd Lars Haue-Pedersen TSE Consulting SA None Save as disclosed above, none of the Proposed Directors: (i) is currently a director of a company or a partner in a partnership or has been a director of a company or a partner in a partnership within the five years immediately preceding the date of this Announcement; (ii) has any unspent convictions for any indictable offences or has been declared bankrupt or has made any voluntary arrangement with his creditors; (iii) has been a director of a company at the time of or within the 12 months preceding any receivership, compulsory liquidation, creditors' voluntary liquidation, administration or voluntary arrangement of that company or any composition or arrangement with its creditors generally or any class of its creditors; (iv) has been a partner in a partnership at the time of or within the 12 months preceding any compulsory liquidation, administration or voluntary arrangement of that partnership; (v) has had any asset which has been subject to a receivership or has been in a partnership at the time of or within the 12 months preceding an asset of the partnership being subject to a receivership; (vi) has been publicly criticised by any statutory or regulatory authority (including any recognised professional body) or has been disqualified by a Court from acting as a director of, or in the management or conduct of the affairs of any company; or (vii) has any conflicts of interest between any duties to the Company and their private interests and/or other duties. There are no further details in relation to the above appointment which requiredisclosure under paragraph (g) (iii) to (viii) of Schedule 2 to the AIM Rules. ENDS This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
PTCM.L