13th Jul 2006 07:35
Scott Tod PLC13 July 2006 Not for release, publication or distribution, in whole or in part, in, into orfrom the USA, Canada, Australia, Japan or any other jurisdiction where to do sowould constitute a violation of the relevant laws of such jurisdiction 13 July 2006 PRESS ANNOUNCEMENTEMBARGOED UNTIL 7.00AM SEE END OF PRESS RELEASE FOR ENQUIRIES RECOMMENDED CASH OFFER FOR SCOTT TOD PLC ("SCOTT TOD" or THE "COMPANY") BY HINES ASSOCIATES LIMITED ON BEHALF OF NOTEMACHINE LIMITED ("NOTEMACHINE") HIGHLIGHTS The boards of Notemachine and of Scott Tod are pleased to announce thatagreement has been reached on the terms of a recommended cash offer (the "Offer") to be made on behalf of Notemachine by Hines Associates Limited("Hines") on the terms and subject to the conditions set out below to acquirethe entire issued and to be issued share capital of Scott Tod. Notemachine is anewly-formed company which has been established to implement the Offer and iscurrently ultimately owned by Rutland Fund A, a fund managed by Rutland PartnersLLP. Under the terms of the Offer, Scott Tod Shareholders will receive, for eachScott Tod Share held 21 pence in cash. The directors of Scott Tod, who have been so advised by KBC Peel Hunt Ltd ("KBCPeel Hunt"), are recommending holders of Scott Tod Shares to accept the Offer. The Offer values the entire existing issued and to be issued share capital ofScott Tod, taking into account the exercise of outstanding options grantedpursuant to the Scott Tod Share Option Scheme where the exercise price is belowthe Offer price, at approximately £7,446,786.48. The Offer represents a premium of approximately: - 55.6 per cent. over the Closing Price of 13.5 pence per Scott Tod Share on 12 July 2006, being the last Business Day prior to this announcement; and - 55.6 per cent. over the Closing Price of 13.5 pence per Scott Tod Share on 10 March 2006, being the last Business Day prior to both the date of Scott Tod's announcement of a possible offer for Scott Tod and press speculation of a possible bid for Scott Tod. The Scott Tod Directors have irrevocably undertaken to accept the Offer inrespect of their own beneficial holdings of Scott Tod Shares, which amount, inaggregate, to 6,996,304 Scott Tod Shares representing approximately 20.73 percent. of the existing issued ordinary share capital of Scott Tod. Theseundertakings will continue to be binding unless and until a higher competingoffer is made equal to or greater than 25.2 pence for each Scott Tod Share. In addition, Notemachine has received irrevocable undertakings to accept theOffer in respect of a total of 8,530,000 Scott Tod Shares, representing, inaggregate, approximately 25.27 per cent. of Scott Tod's existing issued sharecapital. These undertakings will continue to be binding if any higher competingoffer is made for Scott Tod. Accordingly, Notemachine has received irrevocable undertakings to accept theOffer in respect of a total of 15,526,304 Scott Tod Shares, representing, inaggregate, approximately 46 per cent. of Scott Tod's existing issued sharecapital. Hines is acting as sole financial adviser to Notemachine and KBC Peel Hunt isacting as sole financial adviser to Scott Tod. Commenting on the Offer, Peter McNamara, Executive Chairman of Notemachine said: "The acquisition of Scott Tod provides liquidity for existing shareholders andwill make capital available for growth under private ownership. I look forwardto working with the employees of Scott Tod to continue to build the business." Commenting on the Offer, David Massie, non-executive Chairman of Scott Tod said: "The published results of Scott Tod in recent times have not met the hopes ofshareholders or their expectations at the time of the reverse takeover of ScottTod Developments Ltd in November 2003. This offer provides an exit in cash forthose who wish to pursue alternative investments while the bidder will be ableto provide additional funding to aid future growth." About Notemachine Notemachine is a newly-formed company which has been established to implementthe Offer and is ultimately owned by Rutland Fund A, a fund managed by RutlandPartners LLP ("Rutland"). Rutland manages The Rutland Fund (the "Fund"), a £210million private equity fund, of which Rutland Fund A has committed funds of £107million. The Fund's investors comprise a number of banking, insurance, pensionfunds and other financial institutions. This summary should be read in conjunction with the full text of the followingannouncement and the Appendices. Appendix I sets out the conditions andprincipal further terms of the Offer. Appendix II contains source notes relatingto certain information contained in this announcement. Certain terms used inthis announcement are defined in Appendix III to this announcement. Enquiries Notemachine Limited 020 7556 2600Paul Cartwright, Managing Partner of Rutland Partners LLP Hines Associates Limited (Financial Adviser to Notemachineand Rutland Partners LLP) 020 7590 3076Andrew Doughty Scott Tod plc 020 7389 1770David Massie, Chairman KBC Peel Hunt Ltd (Financial Adviser to Scott Tod) 020 7418 8900Jonathan Marren Cubitt Consulting 020 7367 5100Brian Coleman-SmithNia Thomas Terms used in this summary shall have the meaning given to them in the fullannouncement. Hines, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for Notemachine and no one else inconnection with the Offer and will not be responsible to anyone other thanNotemachine for providing the protections afforded to its customers or forproviding advice in relation to the Offer or in relation to the contents of thisannouncement or any transaction or arrangement referred to in this announcement. KBC Peel Hunt, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Scott Tod and no oneelse in connection with the Offer and will not be responsible to anyone otherthan Scott Tod for providing the protections afforded to its customers or forproviding advice in relation to the Offer or in relation to the contents of thisannouncement or any transaction or arrangement referred to in this announcement. This announcement is not intended to and does not constitute, or form any partof, an Offer or an invitation to purchase any securities or the solicitation ofany vote or approval in any jurisdiction pursuant to the Offer or otherwise. TheOffer will be made solely through the Offer Document, which will contain thefull terms and conditions of the Offer, including details of how to vote infavour of the Offer. Any acceptance or other response to the Offer should bemade only on the basis of the information contained in the Offer Document. Thelaws of relevant jurisdictions may affect the availability of the Offer topersons not resident in the United Kingdom. Persons who are not resident in theUnited Kingdom, or who are subject to the laws of any jurisdiction other thanthe United Kingdom, should inform themselves about and observe any applicablelegal and regulatory requirements. The Offer Document will be available forpublic inspection and also be posted on the websites of Scott Tod and RutlandPartners LLP. The Offer will not be made, directly or indirectly, in or into the United Statesor by use of the mails of, or by any means or instrumentality (including,without limitation, facsimile or other electronic transmission, telex ortelephone) of inter-state or foreign commerce of, or any facility of, anational, state or other securities exchange of, the United States, nor will itbe made directly or indirectly in or into Canada, Australia or Japan and theOffer will not be capable of acceptance by any such use, means, instrumentalityor facility or from within the United States, Canada, Australia or Japan or anyother such jurisdiction if to do so would constitute a violation of the relevantlaws of such jurisdiction. Accordingly, copies of this announcement are notbeing, will not be and must not be mailed or otherwise forwarded, distributed orsent in, into or from the USA, Canada, Australia or Japan or any other suchjurisdiction if to do so would constitute a violation of the relevant laws ofsuch jurisdiction and persons receiving this announcement (including withoutlimitation custodians, nominees and trustees) must not mail, forward, distributeor send them in, into or from the USA, Canada, Australia or Japan or any othersuch jurisdiction if to do so would constitute a violation of the relevant lawsof such jurisdiction. This announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerningNotemachine and Scott Tod and shareholders of Notemachine. Generally, the words"will", "may", "should", "continue", "believes", "expects", "intends","anticipates" or similar expressions identify forward-looking statements. Theforward-looking statements involve risks and uncertainties that could causeactual results to differ materially from those expressed in the forward-lookingstatements. Many of these risks and uncertainties relate to factors that arebeyond the companies' abilities to control or estimate precisely, such as futuremarket conditions and the behaviours of other market participants, and thereforeundue reliance should not be placed on such statements. Notemachine and ScottTod and shareholders of Notemachine assume no obligation and do not intend toupdate these forward-looking statements, except as required pursuant toapplicable law. Not for release, publication or distribution, in whole or in part, in, into orfrom the USA, Canada, Australia, Japan or any other jurisdiction where to do sowould constitute a violation of the relevant laws of such jurisdiction 13 July 2006 PRESS ANNOUNCEMENTEMBARGOED UNTIL 7.00AM SEE END OF PRESS RELEASE FOR ENQUIRIES RECOMMENDED CASH OFFER FOR SCOTT TOD PLC ("SCOTT TOD" or THE "COMPANY") BY HINES ASSOCIATES LIMITED ON BEHALF OF NOTEMACHINE LIMITED ("NOTEMACHINE") 1. Introduction The boards of Notemachine and Scott Tod are pleased to announce that agreementhas been reached on the terms of a recommended cash offer (the "Offer") to bemade on behalf of Notemachine by Hines Associates Limited ("Hines") on the termsand subject to the conditions set out below to acquire the entire issued and tobe issued share capital of Scott Tod. Notemachine is a newly-formed companywhich has been established to implement the Offer and is currently ultimatelyowned by Rutland Fund A, a fund managed by Rutland Partners LLP ("Rutland"). The Offer values the entire existing and to be issued share capital of ScottTod, taking into account the exercise of outstanding options granted pursuant tothe Scott Tod Share Option Scheme where the exercise price is below the Offerprice, at approximately issued at approximately £7,446,786.48. The Offer Document will be sent to Scott Tod Shareholders shortly and willcontain the formal terms and conditions of the Offer. 2. Recommendation The Scott Tod Directors, who have been so advised by KBC Peel Hunt, consider theterms of the Offer to be fair and reasonable. In providing advice on the Offerto the Scott Tod Directors, KBC Peel Hunt has taken into account the commercialassessments of the Scott Tod Directors. Accordingly, the Scott Tod Directors unanimously recommend that Scott TodShareholders accept the Offer. The Scott Tod Directors have irrevocablyundertaken to accept the Offer in respect of their own beneficial holdings ofScott Tod Shares, which amount, in aggregate, to 6,996,304 Scott Tod Sharesrepresenting approximately 20.73 per cent. of the existing issued ordinary sharecapital of Scott Tod. These undertakings will continue to be binding unless anduntil a higher competing offer is made equal to or greater than 25.2 pence foreach Scott Tod Share. 3. Summary of the Offer Under the Offer, which will be subject to the conditions set out below and inAppendix I of this announcement and also the conditions to be set out in theOffer Document, Scott Tod Shareholders will receive: 21 pence in cash for each Scott Tod Share The Offer values each Scott Tod Share at 21 pence and the entire existing issuedand to be issued share capital of Scott Tod, taking into account the exercise ofoutstanding options granted pursuant to the Scott Tod Share Option Scheme wherethe exercise price is below the Offer price, at approximately £7,446,786.48. The Offer represents a premium of approximately: - 55.6 per cent. over the Closing Price of 13.5 pence per Scott Tod Share on 12July 2006, being the last Business Day prior to this announcement; and - 55.6 per cent. over the Closing Price of 13.5 pence per Scott Tod Share on 10March 2006, being the last Business Day prior to both the date of Scott Tod'sannouncement of a possible offer for Scott Tod and press speculation of apossible bid for Scott Tod. Scott Tod Shares will be acquired fully paid and free from all liens, charges,equitable interests, encumbrances, rights of pre-emption and other third partyrights or interests together with all rights attaching thereto, includingwithout limitation the right to receive all dividends and other distributions(if any) announced, declared, made or paid thereafter. 4. Irrevocable undertakings Notemachine has received irrevocable undertakings to accept the Offer in respectof a total of 15,526,304 Scott Tod Shares, representing, in aggregate,approximately 46 per cent. of Scott Tod's existing issued share capital, asfollows: (a) each of the Scott Tod Directors, being David Massie, GrahamAshley, John Dixon, Mathew Sneade and Lawrence Watts, has irrevocably undertakento accept or procure the acceptance of the Offer in respect of their entirebeneficial holdings, as noted below, representing, in aggregate, approximately20.73 per cent. of the existing issued ordinary share capital of Scott Tod.These undertakings will continue to be binding unless and until a highercompeting offer is made equal to or greater than 25.2 pence for each Scott TodShare. Name of Director Number of SharesDavid Massie 4,976,304Graham Ashley 317,391John Dixon 8,696Matthew Sneade 20,000Lawrence Watts 1,673,913 (b) Nicholas Tod and Harriet Tod have irrevocably undertaken toaccept the Offer in respect of their entire beneficial holdings in Scott TodShares (being 5,030,000 Scott Tod Shares in respect of Nicholas Tod and3,500,000 Scott Tod Shares in respect of Harriet Tod) representing in aggregate25.27 per cent. of the existing issued share capital of Scott Tod. Theseundertakings will continue to be binding if a higher competing offer is made. 5. Background to and reasons for the Offer Background on Scott Tod Scott Tod Developments Limited ("STDL") was founded in 1978 by Chris Scott andRoger Tod, when its core business was the development, manufacture and operationof change machines. In January 2001, STDL entered into an agreement with TritonSystems Inc ("Triton") and became a distributor of Triton ATMs in the UK. InNovember 2003, STDL reversed into an AIM listed business (Darwen Capital PLC)including a placing of 10,000,000 ordinary shares at 25p per share. The listedbusiness was renamed Scott Tod plc. Following the reverse Scott Tod expanded itsATM estate. At 30 June 2003, Scott Tod operated approximately 700 ATMs. This had grown toover 1,900 ATMs by 30 June 2004 and increased further to over 2,000 ATMs by 30June 2005. However, a significant number of the new ATMs installed were in underperforming sites contributing, along with certain contract losses, in poorfinancial results. From August 2005 a period of considerable disruption followedincluding the departure of the former Chief Executive, the appointment of a newChief Executive, Finance Director and Sales Director and the Company respondingto two requisitions for an Extraordinary General Meeting. On 20 January 2006,Scott Tod plc announced a placing of shares at a placing price of 11.5 pence perShare to raise raised £293,842 before expenses to provide additional workingcapital. In the six months ending 31 December 2005 the Company reported a lossafter interest and taxation of £679,000 (2004 - loss £111,000) including a oneoff re-organisation charge of £317,000. Background to and reasons for the Offer Rutland has identified Scott Tod as a business with attractive assets andoperations that have underperformed compared to competing businesses andbelieves there is plan to restructure the business in a way best conducted underprivate ownership. To achieve the full growth potential of the business ScottTod requires significant additional investment which Rutland has the resourcesto provide. Rutland has established Notemachine to implement the Offer for ScottTod. Notemachine's directors believe that Scott Tod, in its current position asa listed entity, may find access to sufficient funding to achieve such a plandifficult and prohibitively expensive. The board of Notemachine believes thatthe acquisition of Scott Tod will provide an opportunity to build upon ScottTod's current business and Notemachine's ownership will remove from Scott Todthe financial, managerial and regulatory burdens of being a publicly quotedcompany. In addition to Notemachine's capital, Peter McNamara as Executive Chairman ofNotemachine provides expertise with a track record in the ATM and bankingindustry. Mr McNamara has extensive experience of the UK and internationalretail financial services markets including Executive Chairmanship of MoneyboxPlc prior to its acquisition by Cardpoint Plc. Prior to this Mr McNamara spent27 years at Lloyds TSB and was subsequently Group Managing Director of Alliance& Leicester and Chief Executive of Wesleyan Assurance Society. Intentions and plans for Scott Tod The directors of Notemachine intend to continue operating the business from itsexisting premises in Crickhowell and, as discussed in paragraph 9 below, thereare no plans for any reduction of staff numbers. The directors of Notemachineintend to continue the redeployment of underperforming ATMs to better performingsites whilst investing in further ATMs to enable growth of revenues and profits.The directors of Notemachine believe, under Notemachine's ownership and withadditional investment, Scott Tod can perform well in the ATM marketplace. 6. Information on Scott Tod Based on the annual report and accounts of Scott Tod for the financial yearended 30 June 2005, the Scott Tod Group achieved turnover from continuingoperations of £10.3 million (2004: £6.7 million) and an operating loss beforeamortisation of goodwill on continuing operations of £1.1 million (2004: £0.4million profit). As at 31 December 2005, the Scott Tod Group had net assets of £2.9 million. 7. Information on Notemachine and its owners Notemachine is a newly-formed company which has been established to implementthe Offer and is wholly-owned by Notemachine Holdings Limited ("Holdings"), anintermediate holding company currently owned by Rutland Fund A. Upon the Offerbecoming or being declared unconditional in all respects, four funds managed byRutland (being The Rutland Partnership (LP 9572), Rutland Fund A (LP 9571),Rutland CCLP (LP 6896) and Rutland Park Avenue LP (LP 6900) - collectively the"Rutland Investors") together with Peter McNamara, will subscribe for shares inHoldings. Holdings will be owned as to approximately 85% by the RutlandInvestors and 15% by Peter McNamara. Both Holdings and Notemachine areincorporated in England and Wales and neither have traded since incorporationnor have they entered into any obligation other than in connection with theOffer. The directors of Notemachine are Paul Cartwright of Rutland, Ben Slatterof Rutland and Peter McNamara. The directors of Holdings are Paul Cartwright ofRutland, Ben Slatter of Rutland and Peter McNamara. Rutland manages The Rutland Fund, a private equity fund comprising a series ofUK limited partnerships which collectively co-invest combined committed funds of£210 million, of which Rutland Fund A has committed £107 million. The RutlandFund has undrawn commitments available for investment, including the Offer forScott Tod, of £73 million. The Fund's investors include a number of banking,insurance, pension funds and other financial institutions. Rutland, the manager of The Rutland Fund and Rutland Fund A, is a London basedprivate equity fund management business and is regulated by the FinancialServices Authority. Rutland typically invests in UK businesses facing difficultstrategic challenges or which may be underperforming, in need of restructuringor entering a period of change. Rutland invests in companies where it perceivesthat by working closely alongside the operating management teams it can, overtime, achieve an improvement in the value of those companies. Rutland has invested in a number of businesses including: Wolstenholme Rink plc- involved in the manufacture of pigments and coatings and in the distributionof printing supplies; The Music Group Limited - a manufacturer and distributorof musical instruments and accessories; and Advantage Healthcare specialising inflexible healthcare staffing. Past investments include: Harvey & Thompson - theUK's leading pawnbroker now listed on AIM; Carron Energy - a 363 MW coal firedpower station; Interfloor Group - a manufacturer of underlays for carpets andlaminated flooring; and Edinburgh Woollen Mill - a clothing retailer in the UK.Rutland has not invested in businesses in the ATM industry to date. 8. Financing the Offer Full acceptance of the Offer (excluding Scott Tod Shares to be issued pursuantto the exercise of options under the Scott Tod Share Option Scheme) by Scott TodShareholders will result in a maximum cash consideration payable by Notemachineof approximately £7,088,581. The cash consideration and expenses payable underthe Offer will be funded using loan notes issued by Notemachine to the RutlandInvestors along with an inter-company loan from Holdings if required. Holdingswill be funded by equity subscription by the Rutland Investors and PeterMcNamara. In addition, at the date of this announcement, Rutland has undrawncommitments available for investment of £73 million and has provided Holdingsand Notemachine with unconditional commitments to provide funding necessary toimplement the Offer for Scott Tod. Hines is satisfied that the necessary financial resources are available toNotemachine to enable it to satisfy in full in cash the consideration payable byNotemachine under the Offer. 9. Management and employees The board of Notemachine has given assurances to the Scott Tod Directors that,upon the Offer becoming unconditional, the existing employment rights of allmanagement and employees of Scott Tod will be safeguarded and pensionobligations complied with. Notemachine's plans for Scott Tod do not involve any immediate change in theconditions of employment of Scott Tod's employees and it is Notemachine'sintention that going forward employees will continue to enjoy terms andconditions that overall are as favourable as those that currently apply. There are no plans for a reduction in headcount following the Offer becomingunconditional. In the mid and longer terms, an evaluation of the business ofScott Tod (having regard to the business needs and operational efficiencies ofthe Scott Tod Group) will be undertaken by Notemachine. Following the Offer becoming unconditional Notemachine intends to appoint newdirectors to the board of Scott Tod. David Massie and Graham Ashley have agreedto resign as non-executive directors of Scott Tod without any claims (save inrespect of outstanding expenses and contractual notice entitlements) with effectfrom the Offer becoming or being declared unconditional in all respects. 10. Scott Tod Share Option Schemes The Offer will extend to any Scott Tod Shares which are issued orunconditionally allotted whilst the Offer remains open for acceptance (or priorto such earlier time and/or date as Notemachine may, subject to the Code,determine) as a result of the exercise of options or warrants granted under theScott Tod Share Option Schemes prior to the date of this document. Proposals will be made to Scott Tod Optionholders regarding their acceptance ofthe Offer following the posting of the Offer Document. In addition, subject to the Offer becoming or being declared unconditional inall respects, Massie & Co has agreed with Scott Tod to waive the option grantedto Massie & Co (as described in the audited accounts for the year ended 30 June2005) for a payment of £17,500 by Scott Tod. 11. Disclosure of interests in Scott Tod Neither Notemachine nor the directors of Notemachine nor, so far as Notemachineis aware, any party acting in concert with Notemachine, has an interest in, orhas any right to subscribe for, any relevant securities of Scott Tod, nor arethey party to any short positions (whether conditional or absolute and whetherin the money or otherwise) relating to relevant securities of Scott Tod,including short positions under derivatives, agreements to sell or any deliveryobligations or rights to require another person to take delivery. Neither Notemachine nor the directors of Notemachine nor, so far as Notemachineis aware, any party acting in concert with Notemachine, has borrowed or lent anyrelevant securities of Scott Tod. 12. Dealing disclosure requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in 1.0 per cent. or more of any class of"relevant securities" of Scott Tod, all "dealings" in any "relevant securities"of Scott Tod (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the Business Day following the date of therelevant transaction. This requirement will continue until the date on which theOffer becomes, or is declared, unconditional as to acceptances, becomeseffective, lapses or is otherwise withdrawn or on which the "Offer Period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Scott Tod, they will be deemed to be a single person for thepurpose of Rule 8.3 of the Code. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Scott Tod by Notemachine or Scott Tod, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks in this section 12 are defined in the Code, which canalso be found on the Panel's website. If you are in any doubt as to whether ornot you are required to disclose a "dealing" under Rule 8, you should consultthe Panel. 13. Delisting, compulsory acquisition and re-registration If Notemachine receives acceptances under the Offer in respect of, and/orotherwise acquires, in aggregate 90 per cent. or more of the Scott Tod Shares towhich the Offer relates, Notemachine intends to apply the provisions of sections428 to 430F (inclusive) of the Act to acquire compulsorily any remaining ScottTod Shares following the Offer becoming or being declared unconditional in allrespects. Upon the Offer becoming or being declared unconditional in all respects andsubject to any applicable requirements of the London Stock Exchange, Notemachineintends to procure that Scott Tod applies to the London Stock Exchange for thecancellation of the Admission of the Scott Tod Shares. Cancellation of admissionwould significantly reduce the liquidity and marketability of any Scott TodShares not acquired by Notemachine. Notemachine also intends to re-register Scott Tod as a private company under therelevant provisions of the Act following the Offer becoming or being declaredunconditional in all respects. 14. General The availability of the Offer to persons not resident in the UK may be affectedby the laws of the relevant jurisdiction. Any persons who are subject to thelaws of any jurisdiction other than the UK should inform themselves about andobserve any applicable requirements. Appendix I sets out the conditions and principal further terms of the Offer.Appendix II contains source notes relating to certain information contained inthis announcement. Certain terms used in this announcement are defined inAppendix III to this announcement. The Offer Document, containing the full terms and conditions of the Offer,together with a Form of Acceptance, will be sent to Scott Tod Shareholders and,for information only, to participants in the Scott Tod Share Option Schemesshortly. Enquiries Notemachine LimitedPaul Cartwright, Managing Partner of Rutland Partners LLP 020 7556 2600 Hines Associates Limited (Financial Adviser to Notemachineand Rutland Partners LLP) 020 7590 3076Andrew Doughty Scott Tod plc 020 7389 1770David Massie KBC Peel Hunt Ltd (Financial Adviser to Scott Tod) 020 7418 8900Jonathan Marren Cubitt Consulting 020 7367 5100Brian Coleman-SmithNia Thomas Terms used in this summary shall have the meaning given to them in the fullannouncement. Hines, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for Notemachine and no one else inconnection with the Offer and will not be responsible to anyone other thanNotemachine for providing the protections afforded to its customers or forproviding advice in relation to the Offer or in relation to the contents of thisannouncement or any transaction or arrangement referred to in this announcement. KBC Peel Hunt, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Scott Tod and no oneelse in connection with the Offer and will not be responsible to anyone otherthan Scott Tod for providing the protections afforded to its customers or forproviding advice in relation to the Offer or in relation to the contents of thisannouncement or any transaction or arrangement referred to in this announcement. This announcement is not intended to and does not constitute, or form any partof, an Offer or an invitation to purchase any securities or the solicitation ofany vote or approval in any jurisdiction pursuant to the Offer or otherwise. TheOffer will be made solely through the Offer Document, which will contain thefull terms and conditions of the Offer, including details of how to vote infavour of the Offer. Any acceptance or other response to the Offer should bemade only on the basis of the information contained in the Offer Document. Thelaws of relevant jurisdictions may affect the availability of the Offer topersons not resident in the United Kingdom. Persons who are not resident in theUnited Kingdom, or who are subject to the laws of any jurisdiction other thanthe United Kingdom, should inform themselves about and observe any applicablelegal and regulatory requirements. The Offer Document will be available forpublic inspection and also be posted on the websites of Scott Tod and RutlandPartners LLP. The Offer will not be made, directly or indirectly, in or into the United Statesor by use of the mails of, or by any means or instrumentality (including,without limitation, facsimile or other electronic transmission, telex ortelephone) of inter-state or foreign commerce of, or any facility of, anational, state or other securities exchange of, the United States, nor will itbe made directly or indirectly in or into Canada, Australia or Japan and theOffer will not be capable of acceptance by any such use, means, instrumentalityor facility or from within the United States, Canada, Australia or Japan or anyother such jurisdiction if to do so would constitute a violation of the relevantlaws of such jurisdiction. Accordingly, copies of this announcement are notbeing, will not be and must not be mailed or otherwise forwarded, distributed orsent in, into or from the USA, Canada, Australia or Japan or any other suchjurisdiction if to do so would constitute a violation of the relevant laws ofsuch jurisdiction and persons receiving this announcement (including withoutlimitation custodians, nominees and trustees) must not mail, forward, distributeor send them in, into or from the USA, Canada, Australia or Japan or any othersuch jurisdiction if to do so would constitute a violation of the relevant lawsof such jurisdiction. This announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerningNotemachine and Scott Tod and shareholders of Notemachine. Generally, the words"will", "may", "should", "continue", "believes", "expects", "intends","anticipates" or similar expressions identify forward-looking statements. Theforward-looking statements involve risks and uncertainties that could causeactual results to differ materially from those expressed in the forward-lookingstatements. Many of these risks and uncertainties relate to factors that arebeyond the companies' abilities to control or estimate precisely, such as futuremarket conditions and the behaviours of other market participants, and thereforeundue reliance should not be placed on such statements. Notemachine and ScottTod and shareholders of Notemachine assume no obligation and do not intend toupdate these forward-looking statements, except as required pursuant toapplicable law. APPENDIX I CONDITIONS OF THE OFFER The Offer will be subject to the following conditions: (a) valid acceptances of the Offer being received (and not, where permitted,withdrawn) by no later than 3.00pm on the First Closing Date (or such later time(s) and/or date(s) as Notemachine may determine, subject to the rules of theCity Code) in respect of not less than 90 per cent. (or such lesser percentageas Notemachine may decide) in nominal value of the Scott Tod Shares to which theOffer relates, provided that this condition will not be satisfied unlessNotemachine has acquired or agreed to acquire (whether pursuant to the Offer orotherwise) Scott Tod Shares carrying, in aggregate, over 50 per cent. of thevoting rights normally exercisable at general meetings of Scott Tod, includingfor this purpose, to the extent (if any) required by the Panel, any votingrights attaching to any Scott Tod Shares which are either unconditionallyallotted fully paid or issued before the Offer becomes or is declaredunconditional as to acceptances (whether pursuant to the exercise of outstandingconversion, option or subscription rights or otherwise). For the purpose of thiscondition: (i) the expression "Scott Tod Shares to which the Offer relates" shall beconstrued in accordance with Sections 428-430F of the Act; (ii) Scott Tod Shares which have been unconditionally allotted but notissued shall be deemed to carry the voting rights which they will carry uponissue; and (iii) valid acceptances shall be deemed to have been received in respectof the Scott Tod Shares which are treated for the purposes of section 429(8) ofthe Act as having been acquired or contracted to be acquired by Notemachine byvirtue of acceptances of the Offer; (b) it having been established in terms reasonably satisfactory to Notemachinethat in relation to the Offer and any matter arising from it, no reference willbe made to the Competition Commission; (c) all necessary filings and applications having been made, all appropriatewaiting and other time periods (including any extension to them) under anyapplicable legislation or regulations of any jurisdiction having expired, lapsedor been terminated and all statutory or regulatory obligations in any relevantjurisdiction having been complied with in each case as may be necessary inconnection with the Offer and its implementation or the proposed acquisition byNotemachine of any shares in, or control of, Scott Tod and all authorisations,orders, recognitions, grants, determinations, consents, licences, confirmations,clearances, certificates, permissions and approvals (each an "Authorisation")which are necessary for or in respect of the Offer, or any acquisition of anyshares in, or control of, Scott Tod or any member of the wider Scott Tod groupby Notemachine having been obtained in terms and in a form reasonablysatisfactory to Notemachine from all appropriate government or governmental,quasi-governmental, supranational, statutory, regulatory, environmental orinvestigative body or authority (including any national anti-trust or mergercontrol authorities) or any court, trade agency, association, institution orprofessional body or any other person or body of similar standing in anyrelevant jurisdiction (each a "Relevant Authority"), or persons with whom anymember of the wider Scott Tod group has entered into contractual arrangementsand where the absence of an Authorisation from such a person would have amaterial and adverse effect on the wider Scott Tod taken as a whole, and (i) allsuch Authorisations, together with all Authorisations necessary to carry on thebusiness of any member of the wider Scott Tod group, remaining in full force andeffect and there being no notice or intimation of any intention to revoke,withdraw, suspend, withhold, modify, amend or not to renew the same, and (ii)all necessary statutory or regulatory obligations in any relevant jurisdictionhaving been complied with, in each case, where such absence, suspension ormodification of such Authorisation or such absence of such compliance would havea material and adverse effect on the wider Scott Tod group taken as a whole; (d) no Relevant Authority having decided to take, instituted or implemented anyaction, suit, proceedings, investigation, reference or enquiry, or enacted ormade any statute, regulation, order or decision, or having taken any other stepsor measures that would: (i) make the Offer, its implementation or the acquisition or proposedacquisition of any Scott Tod Shares or other securities in, or control over,Scott Tod by Notemachine illegal, void and/or unenforceable or otherwisedirectly or indirectly restrict, restrain, prohibit, materially delay, frustrateor interfere in the implementation of or impose additional conditions orobligations with respect to or otherwise challenge or require amendment of theOffer or the proposed acquisition of Scott Tod by Notemachine or any acquisitionof shares in Scott Tod by Notemachine (including, without limitation, taking anysteps which would entitle the board of Scott Tod to require Notemachine todispose of all or some of its Scott Tod Shares or restrict the ability ofNotemachine to exercise voting rights in respect of some or all of such ScottTod Shares); (ii) result in a material delay in the ability of Notemachine, or renderNotemachine unable, to acquire some or all of the Scott Tod Shares; (iii) impose any limitation on, or result in any material delay in, the abilityof Notemachine or any member of the wider Notemachine group or Scott Tod or anymember of the wider Scott Tod group to acquire or hold or exercise effectively,directly or indirectly, all or any rights of ownership of shares or othersecurities (or the equivalent for companies incorporated outside the UK) in anymember of the wider Scott Tod group or to exercise management control over anymember of the wider Scott Tod group; (iv) require, prevent or delay the divestiture by Notemachine or any member ofthe wider Notemachine group or require the divestiture by any member of thewider Scott Tod group of all or any material part of their respectivebusinesses, assets or properties or impose any limitation on the ability of anyof them to conduct their respective businesses (or any of them) or own theirrespective assets or properties or any part thereof; (v) otherwise adversely affect any or all of the businesses, assets, value,prospects, financial or trading position or profits of any member of the widerScott Tod group or any member of the wider Notemachine group to an extent whichis material in the context of the wider Scott Tod group or the wider Notemachinegroup (as the case may be) taken as a whole; (vi) require any member of the wider Scott Tod group or any member of the widerNotemachine group to offer to acquire any shares or other securities (or theequivalent for companies incorporated outside the UK) owned by any third partyin any member of the wider Scott Tod group; (vii) require, prevent, delay or alter the terms envisaged for any divestitureby any member of the wider Scott Tod group of any shares or other securities (orthe equivalent) in Scott Tod, or impose any limitation on the ability of anymember of the wider Notemachine group or any member of the wider Scott Tod groupto integrate or co-ordinate its business, or any part of it, with the businessof any other member of the wider Scott Tod group in each such case to an extentwhich is material in the context of the wider Scott Tod group taken as a wholeor result in (to the extent that the same has a material and adverse effect onthe wider Scott Tod group taken as a whole) any member of the wider Scott Todgroup ceasing to be able to carry on business under any name under which itpresently does; and all applicable waiting and other time periods (including any extension(s)thereof) during which any such Relevant Authority could institute, or implementor threaten any action, suit, proceedings, investigation, reference or enquiryor enact or make any such statute, regulation, order or decision or take anyother such step or measure having expired, lapsed or been terminated; (e) save as disclosed by Scott Tod by the delivery of an announcement to aRegulatory Information Service or save as fully and fairly disclosed in writingor in the documentation and written information provided by Scott Tod toNotemachine, in each case prior to today's date (such disclosures or informationtogether being hereinafter referred to as being "disclosed or publiclyannounced"), there being no provision of any arrangement, agreement,authorisation, lease, licence, consent, permit, franchise or other instrument towhich any member of the wider Scott Tod group is a party, or by or to which anysuch member, or any of its assets, are or is or may be bound, entitled orsubject, which would, as a consequence of the making or implementation of theOffer or of the proposed acquisition of all or any part of the issued sharecapital of, or control of, Scott Tod by Notemachine, result in (to an extentwhich is materially adverse in the context of the wider Scott Tod group taken asa whole): (i) any assets or interests of any member of the wider Scott Tod group being orfalling to be disposed of or charged or any right arising under which any suchasset or interest could be required to be disposed of or charged, in each case,other than in the ordinary course of business; (ii) any monies borrowed by or other indebtedness (actual or contingent) of, orany grant available to, any member of the wider Scott Tod group being orbecoming repayable or being capable of being declared repayable immediately orearlier than the repayment date stated in such arrangement, agreement or otherinstrument or the ability of such member of the wider Scott Tod group to borrowmonies or to incur any indebtedness being or becoming or being capable of beingor becoming withdrawn, prohibited or inhibited; (iii) any such arrangement, agreement, authorisation, lease, licence, consent,permit, franchise or other instrument or the rights, liabilities, obligations orinterests or business of any member of the Scott Tod group under any sucharrangement, agreement, authorisation, lease, licence, consent, permit,franchise or instrument being, or becoming capable of being, terminated or materially and adversely modified, affected, amended or varied or any materialand adverse action being taken or any material obligation or liability arisingthereunder; (iv) the rights, liabilities, obligations, business or interests of any memberof the wider Scott Tod group in or with any firm, body or person, or anyarrangements relating to such rights, liabilities, obligations, business orinterest, being terminated or materially and adversely modified, affected,amended or varied; (v) the business, assets, financial or trading position, liabilities, profits orprospects or value of any member of the wider Scott Tod group being prejudicedor adversely affected; (vi) the creation save in the ordinary course of business of any mortgage,charge or other security interest over the whole or any material part of thebusiness, property, assets or interests of any member of the wider Scott Todgroup or any such mortgage, charge or security (whenever arising or havingarisen) becoming enforceable or being enforced; (vii) any member of the wider Scott Tod group ceasing to be able to carry onbusiness under any name under which it currently does so; (viii) the creation or assumption of liabilities, actual or contingent, save inthe ordinary course of business by any member of the wider Scott Tod group; (ix) any member of the wider Scott Tod group to acquire, subscribe, pay up orrepay any shares or other securities; and no event having occurred which, under any provision of any arrangement,agreement or other instrument to which any member of the wider Scott Tod groupis a party, or by or to which any such member, or any of its assets, may bebound, entitled or subject, might reasonably be expected to result, to an extentwhich is material and adverse in the context of the wider Scott Tod group takenas a whole, in any of the events or circumstances as are referred to in items(i) to (ix) inclusive of this paragraph; (f) since 30 June 2005 and save as disclosed or publicly announced:- (i) no litigation, arbitration proceedings, prosecution or investigation orother similar legal business or proceedings having been instituted or remainingoutstanding against any member of the wider Scott Tod group which will have amaterial and adverse effect on the wider Scott Tod group taken as a whole; (ii) no adverse change or deterioration having occurred in the business, assetsor financial or trading position or prospects or profits of any member of thewider Scott Tod group which is material in the context of the wider Scott Todgroup taken as a whole; (iii) no contingent or other liability having arisen or been incurred or becomeapparent which might materially and adversely affect the wider Scott Tod grouptaken as a whole; (iv) no inquiry or investigation by any Relevant Authority against or in respectof any member of the wider Scott Tod group having been threatened, announced orinstituted or remaining outstanding by, against, or in respect of any member ofthe wider Scott Tod group which, in each case, might reasonably be expected tohave a material and adverse effect on the wider Scott Tod group taken as awhole; (v) no receiver, administrator, administrative receiver, trustee or similarofficer having been appointed over any of the assets of any member of the widerScott Tod group and no analogous proceedings or steps having taken place underthe laws of any jurisdiction and no petition having been presented for theadministration of any member of the wider Scott Tod group and no analogousproceedings or steps having taken place under the laws of any otherjurisdictions (save in any case where any such petition or analogous proceedingsor steps are frivolous or where any such proceedings are brought in relation toany member which is dormant at the relevant time); or (vi) no monies borrowed by, or any other indebtedness (actual or contingent) of,any member of the wider Scott Tod group have been or become capable of beingdeclared repayable immediately or earlier than the repayment date stated inrespect of such monies or other indebtedness and/or the ability of any suchmember of the wider Scott Tod group to borrow monies or to incur indebtednesshas not been or become capable of being withdrawn, prohibited or inhibited; (g) since 30 June 2005 and save as disclosed or publicly announced, neitherScott Tod nor any other member of the wider Scott Tod group having (save in eachcase for transactions between Scott Tod and any of its wholly-owned subsidiariesor between such wholly-owned subsidiaries): (i) issued or agreed to issue or authorised or proposed the issue or grant ofadditional shares of any class, or securities convertible into, or rights,warrants or options to subscribe for or acquire any such shares or convertiblesecurities; (ii) recommended, declared, paid or made or proposed to recommend, declare, payor make any dividend, bonus or other distribution whether payable in cash orotherwise; (iii) merged with or demerged or acquired any body corporate or (other than inthe ordinary course of business) acquired or disposed of or transferred,mortgaged or charged, or created any security interest over any assets or anyright, title or interest in any assets (including shares and trade investments),or authorised, proposed or announced any intention so to do; (iv) issued, authorised or proposed the issue of any debentures or, save in theordinary course of business, incurred or increased to any material extent anymaterial indebtedness or material liability or become subject to a materialcontingent liability; (v) entered into or varied, or authorised or proposed the entry into orvariation of, or announced its intention to enter into or vary any transaction,arrangement, contract, reconstruction, amalgamation, scheme or commitment whichis of a long term, onerous or unusual nature or which involves or couldreasonably be expected to involve an obligation of a long term, onerous orunusual nature and magnitude, or which is or could reasonably be expected to berestrictive to or which consents to or results in the restriction of (in eachcase, to a material extent) the scope of the existing business of any member ofthe wider Scott Tod group and which, in each case, has or could reasonably beexpected to have a material and adverse effect on the wider Scott Tod grouptaken as a whole; (vi) waived or compromised any claim, other than in the ordinary course ofbusiness, to an extent which is material in the context of the wider Scott Todgroup taken as a whole; (vii) taken any corporate action or proposed any voluntary winding up or had anylegal proceedings started or threatened against it or petition presented for itswinding-up (whether voluntary or otherwise), dissolution or reorganisation orfor the appointment of a receiver, trustee, administrator, administrativereceiver or similar officer of all or any of its assets and revenues or anyanalogous event, proceedings or steps having occurred in any jurisdiction or hadany analogous person appointed or been unable to pay its debts generally orhaving stopped or suspended (or threatened to do so) payments of any debtsgenerally or ceased or threatened to cease carrying on all or any part of itsbusiness; (viii) purchased, redeemed or repaid or proposed or announced any proposal topurchase, redeem or repay any of its own shares or other securities or redeemedor reduced or (save in respect of shares issued on the valid exercise ofoptions) made any other change to any part of its share capital; (ix) made or authorised or proposed or announced an intention to propose anymaterial change in its loan capital; (xi) entered into or varied or made any offer (which remains open foracceptance) to enter into or vary the terms of any service, consultancy or otheragreement with or relating to any of the directors of Scott Tod, save asreferred to in this document, or (to an extent which is material in the contextof the wider Scott Tod group taken as a whole) any of the senior managementexecutives of any member of the Scott Tod Group; (xii) made any alteration to its memorandum or articles of association; (xiii) entered into or made an offer (which remains open for acceptance) toenter into any agreement, contract, commitment or passed any resolution orannounced or made any proposal with respect to any of the transactions or eventsreferred to in this paragraph (g); (h) Notemachine not having discovered after today's date: (i) that, save as disclosed or publicly announced, any member of the wider ScottTod group is subject to any liability, contingent or otherwise, incurredotherwise than in the ordinary course of business and which is material in thecontext of the wider Scott Tod group taken as a whole; (ii) that any financial, business or other information concerning Scott Tod orthe wider Scott Tod group which has been publicly announced or which has beendisclosed to Notemachine or its shareholders or their respective directors,officers, employees, agents or advisers by Scott Tod in the course of duediligence conducted by or on behalf of Notemachine is misleading or contains amisrepresentation of fact or omits to state a fact necessary to make theinformation contained therein not misleading and which is, in each case,material and adverse in the context of the wider Scott Tod Group taken as awhole; (iii) that circumstances exist whereby a person or class of persons would bereasonably likely to have any claim or claims against any member of the widerScott Tod group in respect of or in connection with any product now orpreviously sold, provided or carried out, or made available for use by acustomer/any service currently or previously provided by any past or presentmember of the wider Scott Tod group or a claim or claims arising out of one ormore customer or client's acts or omissions at the premises of any member of thewider Scott Tod group, any of which claim or claims would be reasonably likelyto have a material and adverse effect on any member of the wider Scott Tod groupto an extent which is material in the context of the wider Scott Tod group takenas a whole; and for the purposes of this paragraph (h), the term "material" shall meanmaterial in the context of the wider Scott Tod group as a whole. For the purpose of these conditions: - the "wider Scott Tod group" means Scott Tod and its subsidiaries, subsidiaryundertakings and any other undertaking in which Scott Tod and such undertakings(aggregating their interests) have a significant interest and for the purposesof these conditions "subsidiary", "subsidiary undertaking" and "undertaking"have the respective meanings given by the Act (but for this purpose ignoringparagraph 20(1)(b) of Schedule 4A to the Act) and "significant interest" means adirect or indirect interest in 20 per cent. or more of the equity capital of anundertaking; and - the "wider Notemachine group" means Notemachine and its subsidiaries andsubsidiary undertakings, any holding company of Notemachine, any subsidiary orsubsidiary undertaking of any such holding company and any other undertaking inwhich any of such companies has a significant interest (as defined above). Notemachine reserves the right to waive in whole or in part all or any of theconditions (b) to (h) inclusive. Conditions (b) to (h) inclusive, if not waived(where permitted), must be fulfilled within 21 days after the later of the FirstClosing Date and the date on which condition (a) is fulfilled (or, in each case,such later date as the Panel may agree) failing which the Offer will lapse.Notemachine shall be under no obligation to waive or treat as fulfilled any ofthe conditions (b) to (h) inclusive by a date earlier than the date specifiedabove for the fulfilment thereof notwithstanding that the other conditions ofthe Offer may at such earlier date have been fulfilled and that there are as atsuch earlier date no circumstances indicating that any of such conditions maynot be capable of fulfilment. If Notemachine is required by the Panel to make an offer for the Scott TodShares under the provisions of Rule 9 of the City Code, Notemachine may makesuch alterations to the conditions as are necessary to comply with theprovisions of that Rule. The Offer will be subject to the applicable requirements of the City Code. TheOffer and any acceptances under the Offer will be governed by English law andwill be subject to the jurisdiction of the courts of England. The Offer will (unless otherwise agreed with the Panel) lapse if it is referredto the Competition Commission before 3.00pm on the day which is 21 daysfollowing the date of this document, or, if later, the date on which the Offerbecomes or is declared unconditional as to acceptances. If the Offer lapses, theOffer will cease to be capable of further acceptance and Scott Tod Shareholdersaccepting the Offer and Notemachine shall, upon the Offer lapsing, cease to bebound by acceptances delivered on or before the date on which the Offer lapses. The Offer will not be made, directly or indirectly, in or into, the UnitedStates, Canada, Australia or Japan, nor will it be made in or into anyjurisdiction where such delivery or receipt of the Offer would contravene theapplicable laws in that jurisdiction. The Scott Tod Shares will be acquired pursuant to the Offer free from all liens,charges and encumbrances and together with the right to receive all dividendsand other distributions now or hereafter declared paid or made thereon. APPENDIX II BASES AND SOURCES OF INFORMATION 1. The value placed by the Offer on the existing issued and tobe issued ordinary share capital of Scott Tod and taking into account the valueof all outstanding options and other statements made by reference to theexisting issued and to be issued share capital of Scott Tod are based upon33,755,151 Scott Tod Shares in issue on 11 July 2006 and such options where theexercise price is below the Offer Price and/or, as appropriate, where therelevant performance criteria have been met or waived. 2. The Closing Prices of Scott Tod Shares are derived from theDaily Official List and represent closing middle market prices for Scott TodShares on the relevant dates. The following are Closing Prices of Scott TodShares: First business day in each of the six months immediately before thisannouncement: 3 July 2006, 12.5 pence 1 June 2006, 14 pence 2 May 2006, 14.5 pence 3 April 2006, 13 pence 1 March 2006, 11.75 pence 1 February 2006, 15.25 pence Last business day before commencement of the Offer Period: 10 March 2006, 13.5 pence Last business day prior to this announcement: 12 July 2006, 13.5 pence APPENDIX III DEFINITIONS The following definitions apply throughout this announcement, unless the contextrequires otherwise: "Act" the Companies Act 1985 (as amended) "Associate" has the meaning given in section 430E of the Companies Act "Australia" the Commonwealth of Australia, its states, its territories and possessions "Authorisations" authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearance, certificates, permissions or approvals "Board of Notemachine" the board of directors of Notemachine "Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business "Canada" Canada, its possessions, provinces and territories and all areas under its jurisdiction or any political sub-divisions thereof "Closing Price" the closing middle market quotation of a Scott Tod Share as derived from the Daily Official List "Code" the City Code on Takeovers and Mergers "Competition the UK Competition CommissionCommission" "Daily Official List" the daily official list of the London Stock Exchange "EMI Code" has the meaning given in section 527(3) of the Income Tax (Earning and Pensions) Act 2003 "First Closing Date" the date which is 21 days after the date on which the Offer is made "Hines" Hines Associates Limited, financial adviser to Notemachine "Holder" a registered holder of Scott Tod Shares "Holdings" Notemachine Holdings Limited, an intermediate holding company currently owned by Rutland Fund A "Japan" Japan, its cities, prefectures, territories and possessions "KBC Peel Hunt" KBC Peel Hunt Ltd, financial adviser to Scott Tod "London Stock London Stock Exchange plc or its successorExchange" "Notemachine" Notemachine Limited, a wholly owned subsidiary of Notemachine Holdings Limited"Offer" the recommended cash offer for the entire issued and to be issued share capital of Scott Tod made by or on behalf of Notemachine "Offer Period" the period commencing on 13 March 2006 and ending on the date on which the Offer becomes or is declared unconditional in all respects "Offer Price" 21 pence per Scott Tod Share "Panel" the Panel on Takeovers and Mergers "Pound Sterling" or UK pound sterling (and references to "pence" shall be"£" construed accordingly) "Registrar of the Registrar of Companies in England and WalesCompanies" "Rutland" Rutland Partners LLP, which is authorised and regulated by The Financial Services Authority "Scott Tod" or the Scott Tod plc"Company" "Scott Tod Directors" the board of directors of Scott Todor "Directors of ScottTod" or "Board ofScott Tod" "Scott Tod Group" or Scott Tod and its subsidiary undertakings"Group" "Scott Tod a holder of options under the Scott Tod Share OptionOptionholders" or Schemes"Optionholder" "Scott Tod Share individual option deeds made between certain Scott TodOption Schemes" Directors on 31 October 2005 or 5 December 2005 pursuant to the EMI Code "Scott Tod Share(s)" the fully paid ordinary shares of 1 pence each in the capital of Scott Tod "Scott Tod the holders of Scott Tod SharesShareholders" "Wider Scott Tod Scott Tod and the subsidiaries and subsidiaryGroup" undertakings of Scott Tod and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Scott Tod Group is interested or any undertaking in which Scott Tod and such undertakings (aggregating their interests) have a Substantial Interest) This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
SCD.L