1st Jul 2008 07:00
1 July 2008
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND JAPAN, THE REPUBLIC OF SOUTH AFRICA AND THE REPUBLIC OF IRELAND OR ANY EXCLUDED JURISDICTION
Alternative Networks plc ("Alternative Networks" or the "Company")
Proposed return of up to £4.0 million in cash to Shareholders by way of Tender Offer
Approval of Waivers of Rule 9 of the Takeover Code
Proposed changes to the Articles of Association
The Company today announces a proposed return of up to £4.0 million in cash to Shareholders by way of a proposed Tender Offer. The Tender Offer is being made available to all Qualifying Shareholders who are on the Company's shareholder register at 5 p.m. on 28 July 2008.
The Price Range of the proposed Tender Offer is 140 pence to 145 pence per Ordinary Share inclusive, being a premium of between 8.1 per cent. and 12.0 per cent. to the middle market closing price of 129.5 pence on 30 June 2008.
It is expected that a circular will be posted to Shareholders today setting out the details of the proposed Tender Offer.
In addition to the Tender Offer, the Board proposes to seek shareholder approval to empower the Company to make market purchases of up to approximately 10 per cent. of the current issued share capital of the Company in the future.
It is expected that an extraordinary general meeting will be held on 24 July 2008 to grant, inter alia, the approvals required to effect the Tender Offer. It is expected that the Tender Offer will close on 28 July 2008.
Kenneth McGeorge, Chairman of Alternative Networks, commented:
"We are very pleased to today announce a proposed return of up to £4.0 million in cash to Shareholders. This represents a significant return for Shareholders and reflects the Company's excellent cash generation which is over and above the Company's present requirements."
Enquiries:
|
Alternative Networks plc |
|
|
James Murray, Chief Executive Officer |
0870 190 7444 |
|
Edward Spurrier, Chief Financial Officer |
|
|
Investec |
020 7597 5970 |
|
Martin Smith |
|
|
Patrick Robb |
|
|
Financial Dynamics |
020 7831 3113 |
|
Juliet Clarke |
|
|
Haya Chelhot |
This summary should be read in conjunction with the full text of the following announcement.
Investec Investment Banking, a division of Investec Bank (UK) Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Alternative Networks plc in connection with the proposals in this announcement, and will not be responsible to anyone other than Alternative Networks plc for providing the protections afforded to customers of Investec Investment Banking or for providing advice in relation to the proposals in this announcement or any other matter in relation to the contents of this announcement.
Alternative Networks plc ("Alternative Networks" or the "Company")
Proposed return of up to £4.0 million in cash to Shareholders by way of Tender Offer
Approval of Waivers of Rule 9 of the Takeover Code
Proposed changes to the Articles of Association
1. Introduction
The Tender Offer is being made available to all Qualifying Shareholders who are on the Company's Register of Members at 5 p.m. on 28 July 2008. Shareholders can decide whether they want to tender any or all of their Ordinary Shares in the Tender Offer. Tenders may be made in the Price Range of 140 pence to 145 pence per Ordinary Share inclusive, being a premium of between 8.1 per cent. and 12.0 per cent. to the middle market closing price of 129.5 pence on 30 June 2008 (being the last practicable date for such calculation before the publication of this announcement).
Shareholders are not obliged to tender all or any of their Ordinary Shares if they do not wish to do so.
The Directors also consider that it would be in the interests of all Shareholders for the Company to have authority to purchase Ordinary Shares in the market following completion of the Tender Offer.
The circular to shareholders dated 1 July 2008 sets out full details of the Tender Offer and the proposed new buy back authority and contains a notice of an Extraordinary General Meeting to be held at 9.00 a.m. on 24 July 2008 to consider the resolutions necessary to implement the Tender Offer, to approve the new buy back authority to approve the Waiver and the ES Waiver, and to adopt new articles of association which take account of changes to English company law brought about by the Companies Act 2006.
2. Background
The Company has today announced its interim results for the six months ending on 31 March 2008 and can report that the Company has continued to perform well with revenues and profit before taxation both increased. Shareholders now have the opportunity to sell some or all of their Ordinary Shares in cash for between 140 pence per Ordinary Share and 145 pence per Ordinary Share.
As the Company now has funds surplus to the operational requirements of its continuing activities, the Board believes that it is an appropriate time to return through the Tender Offer up to £4 million of cash to its Shareholders. In arriving at the level of cash available to be returned to Shareholders, the Board has taken account of the levels of funding remaining in the group to enable it to meet its working capital requirements.
The Price Range of the Tender Offer reflects the Board's conservative opinion of the current enterprise value of the Company.
The Tender Offer will provide all Qualifying Shareholders with an opportunity to sell part or all of their respective shareholdings and to receive their respective share of the cash which the Company is seeking to return. The Tender Offer will allow the Company to broaden the return of cash to include those Shareholders whose shares might not otherwise be purchased by the Company through a buy back in the market. Tendering Shareholders may also be able to participate in the cash distribution in excess of their otherwise pro rata entitlement, up to their maximum shareholding in the Company, to the extent that other Shareholders do not wish to participate fully in the Tender Offer.
The issued share capital of the Company at 30 June 2008, being the latest practicable date prior to this announcement, was 47,711,620 Ordinary Shares. If the Tender Offer is fully taken up by Shareholders, resulting in the purchase of between 2,758,621 Ordinary Shares if the Strike Price is 145 pence per Ordinary Share (approximately 5.8 per cent. of the current issued share capital) and 2,857,143 Ordinary Shares if the Strike Price is 140 pence per Ordinary Share (approximately 6.0 per cent. of the current issued share capital) there will be a reduction in the issued Ordinary Share capital of the Company to between 44,854,477 Ordinary Shares and 44,952,999 Ordinary Shares.
Of the Ordinary Shares purchased, 1 million Ordinary Shares will be held in treasury pursuant to section 162A of the Companies Act 1985 and Article 5.2 of the Company's Articles for subsequent sale, transfer for the purposes of or pursuant to employee share schemes, or cancellation as an alternative to cancelling them immediately. The balance of the Ordinary Shares purchased will be cancelled. If less than 1 million Ordinary Shares are purchased as a result of the Tender Offer, all of the purchased Ordinary Shares will be held in treasury.
Assuming the aggregate purchase price of Ordinary Shares tendered with respect to the Tender Offer reaches no less than £4 million, the distributable reserves of the Company would be reduced from approximately £10 million to approximately £6 million.
3. Details of the Tender Offer
Full details of the Tender Offer, including the terms and conditions on which it is made, are set out in the circular to shareholders dated 1 July 2008. Shareholders do not have to tender any Ordinary Shares if they do not wish to do so.
The Tender Offer is conditional, amongst other things, on the passing of Resolutions set out in the Notice of EGM in the circular to shareholders dated 1 July 2008. The Tender Offer is available to Qualifying Shareholders on the register of members of the Company on the Record Date and in respect of their Ordinary Shares held on the Record Date.
Under the Tender Offer:
Investec Investment Banking will purchase the maximum number of Ordinary Shares that have a total value not exceeding £4 million (being 2,857,143 Ordinary Shares at the minimum price) and sell such shares to the Company to be held in treasury or for cancellation as described above.
All Qualifying Shareholders are being given the opportunity to participate in the Tender Offer. If valid, tenders will be accepted in the range of 140 pence to 145 pence per Ordinary Share inclusive, in increments of 1 pence only.
Qualifying Shareholders can tender all or some of their Ordinary Shares under the Tender Offer in the following ways:
(i) as a Strike Price Tender;
(ii) as a tender at a single price being one of the prices in the Price Range (expressed in whole pence per Ordinary Share); and
(iii) as a tender of portions of their holding up to in aggregate the whole of their holding at different prices in the Price Range (including Strike Price Tenders).
All Ordinary Shares purchased by Investec Investment Banking under the Tender Offer will be purchased at the same price, the "Strike Price". The Strike Price will be the lowest price per Ordinary Share that would allow Investec Investment Banking to purchase the largest number of Ordinary Shares having an aggregate total value not exceeding £4 million (assuming that the aggregate purchase price of Ordinary Shares tendered is at least £4 million).
If the aggregate purchase price of all Ordinary Shares tendered is £4 million or less, all Ordinary Shares validly tendered will be accepted and purchased.
If the aggregate purchase price of the Ordinary Shares tendered is more than £4 million, all tenders made by Qualifying Shareholders at, or below, the Strike Price will be accepted in full provided that such tenders do not cause the aggregate purchase price to exceed £4 million. If the aggregate of tenders from Qualifying Shareholders would cause the aggregate purchase price to exceed £4 million, tenders from Qualifying Shareholders at or below the Strike Price will be scaled back pro rata, commencing with those tendered at the Strike Price and thereafter with those tendered at the highest price immediately below the Strike Price first (in which case the scaled back number of Ordinary Shares will be rounded down to the nearest whole number), to ensure that the total number of Ordinary Shares purchased pursuant to the Tender Offer does not cause the aggregate amount of the purchase value to exceed £4 million.
Certain Directors will be tendering shares as set out in paragraph 7 below.
Ordinary Shares not validly tendered or tendered above the Strike Price will not be purchased.
The Directors reserve the right at any time prior to the announcement of the results of the Tender Offer to prevent Investec Investment Banking from proceeding with the Tender Offer if they conclude that the implementation of the Tender Offer is no longer in the best interests of the Company and/or Shareholders as a whole. The Tender Offer is also conditional upon the passing of Resolutions at the EGM.
Ordinary Shares will be purchased from Shareholders free of commissions and dealing charges.
Ordinary Shares successfully tendered under the Tender Offer will be repurchased by the Company and cancelled and will not rank for any dividends declared after the date of this announcement. However, the interim dividend of 1.5 pence in respect of each Ordinary Share, which was announced by the Board today, will be paid in respect of any Ordinary Shares successfully tendered under the Tender Offer prior to the purchase of such Ordinary Shares by Investec Investment Banking.
4. New general buy back authority
In addition to the Tender Offer, the Board proposes to seek Shareholder approval to empower the Company to make market purchases of up to approximately 10 per cent. of the issued share capital of the Company in the future. If approved by Shareholders, such authority would be exercisable until 18 months after the date of the EGM. The maximum price payable for the purchase by the Company of Ordinary Shares will be limited to 5 per cent. above the average of the middle market quotations of such shares, as derived from the Daily Official List of the London Stock Exchange, for the five business days prior to the purchase. The minimum price payable by the Company for the purchase of Ordinary Shares will be 0.125p per share (being the amount equal to the nominal value of an Ordinary Share).
The Directors would use the share purchase authority with discretion and purchases would only be made from the Company's distributable reserves not required for other purposes and in the light of market conditions prevailing at the time. In reaching a decision to purchase Ordinary Shares, the Directors would take account of the Company's cash resources and capital and the effect of such purchases on the Company's business and would only make market purchases if satisfied that they would increase earnings per Ordinary Share and be in the interests of Shareholders generally. No announcement will be made by the Company in advance of market purchases, but any purchases made by the Company would be announced by 7.30 a.m. on the business day next following the transaction.
Pursuant to section 162A of the Companies Act 1985 and Article 5.2 of the Company's Articles, the Company is entitled, on buying back its own shares, to hold such shares in treasury for subsequent sale, transfer for the purposes of or pursuant to employee share schemes, or cancellation as an alternative to cancelling them immediately. The Directors currently intend to hold any shares purchased under the buy back authority in treasury pursuant to such powers.
5. City Code on Takeovers and Mergers
Under Rule 9 of the City Code, any person who acquires, whether by a series of transactions over a period of time or not, an interest (as defined in the City Code) in shares which (taken together with shares in which he is already interested and in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting rights, a general offer will normally be required if a further interest in shares is acquired by any such person or any person acting in concert with him.
An offer under Rule 9 must be in cash and at the highest price paid for any interest in shares of the Company by the person required to make the offer or any person acting in concert with him within the 12 months prior to the announcement of the offer.
Under Rule 37 of the City Code, when a company purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purpose of Rule 9 (although a shareholder who is neither a director nor acting in concert with a director will not normally incur an obligation to make an offer under Rule 9 of the City Code).
The current interests in Ordinary Shares of the James Murray Concert Party and the percentages of the voting rights in the Company attributable to such interests are:
|
Person |
No. of Ordinary Shares |
% |
|
James Murray |
15,516,560 |
32.522 |
|
George Murray |
8,500 |
0.018 |
|
Susan Murray |
22,800 |
0.048 |
|
Victoria Bilborough |
11,550 |
0.024 |
|
Anthony Forrest-Hay |
850 |
0.002 |
|
Kate Forrest-Hay |
1,700 |
0.004 |
|
Edward Spurrier |
1,965,6001 |
4.120 |
|
Lucinda Spurrier |
982,800 |
2.060 |
|
EBT |
1,915,200 |
4.014 |
|
_____________ |
_________ |
|
|
Total |
20,425,560 |
42.810 |
|
=========== |
======== |
1. Edward Spurrier also has the ES Interests of a potential total of 1,165,873 Ordinary Shares which are subject to the ES Waiver.
If the Company repurchases shares pursuant to the Tender Offer or under the general buy back authority and at the time the voting rights attributable to the interests in Ordinary Shares of the James Murray Concert Party continued to exceed 30 per cent. of the voting rights of the Company or as a result increased to more than 30 per cent. of such voting rights, an obligation under Rule 9 of the City Code would arise on one or more of the James Murray Concert Party to make a cash offer for the issued shares of the Company not already owned by them.
The Panel has agreed, however, to waive the obligation to make a general offer that would otherwise arise on the James Murray Concert Party as a result of the repurchase by the Company of its shares pursuant to the Tender Offer and under the general buy-back authority subject to approval on a poll by the Independent Shareholders of Resolution 3 in the Notice of EGM.
The Company last requested approval for a waiver of Rule 9 in a circular to Shareholders dated 2 November 2006. It should have been disclosed in this circular that Edward Spurrier, Lucinda Spurrier and the EBT were acting in concert with James Murray.
At the date of this announcement, Edward Spurrier, who is a member of the James Murray Concert Party, has the following interests in Ordinary Shares in addition to the 1,965,600 Ordinary Shares registered in his name:
(i) the opportunity to be granted nil-cost options over up to a maximum of 462,973 Ordinary Shares pursuant to the LTIP;
(ii) options over 64,500 Ordinary Shares; and
(iii) 638,400 Ordinary Shares held on trust for him under the EBT.
If Edward Spurrier exercises any of the options mentioned in paragraphs (i) and (ii) above, or if any of the Ordinary Shares mentioned in paragraph (iii) above and to which he is currently beneficially entitled are transferred to him, thereby increasing the percentage of Ordinary Shares carrying voting rights in which the James Murray Concert Party is interested, and if at the time the voting rights attributable to the interests in Ordinary Shares of the James Murray Concert Party continued to exceed 30 per cent of the voting rights of the Company or as a result increased to more than 30 per cent of such voting rights, an obligation under Rule 9 of the City Code would arise on one or more of the James Murray Concert Party to make a cash offer for the issued shares of the Company not already owned by them.
The Panel has agreed to waive the obligation to make a general offer that would otherwise arise on the James Murray Concert Party as a result of the exercise of any of the options mentioned in paragraphs (i) and (ii) above, or the transfer to Edward Spurrier of any of the Ordinary Shares mentioned in paragraph (iii) above, subject to approval on a poll by the Independent Shareholders of Resolution 4 in the Notice of EGM.
Following completion of the Transaction, the James Murray Concert Party will between them be interested in shares carrying 30 per cent. or more of the Company's voting share capital, but will not hold shares carrying more than 50 per cent. of such voting rights and, for as long as they continue to be treated as acting in concert, any further increase in that aggregate interest in shares will be subject to the provisions of Rule 9 of the City Code.
i) Waiver
The waiver described in Resolution 3 applies only in respect of increases in the percentage interest of the James Murray Concert Party resulting from purchases by the Company of its own shares pursuant to the Tender Offer or the general buy back authority and not in respect of other increases in the James Murray Concert Party's interests in Ordinary Shares.
Potential Interests in Ordinary Shares of the James Murray Concert Party following the Tender Offer
If the maximum possible number of Ordinary Shares are purchased pursuant to the Tender Offer (being 2,857,143, equivalent to a maximum total amount payable by the Company of £4 million if the Strike Price is 140 pence and excluding for this purpose all shares held as treasury shares) and assuming no disposals of Ordinary Shares by any member of the James Murray Concert Party (other than the 900,000 Ordinary Shares which James Murray intends to tender, the 65,600 Ordinary Shares which Edward Spurrier intends to tender and the 32,800 Ordinary Shares which Lucinda Spurrier intends to tender pursuant to the Tender Offer) and no issues of Ordinary Shares by the Company in the meantime, the interests in Ordinary Shares of the James Murray Concert Party and the percentage of the voting rights in the Company attributable to such interests would be:
|
Person |
No. of Ordinary Shares2 |
% |
|
James Murray |
14,616,560 |
32.587 |
|
George Murray |
8,500 |
0.019 |
|
Susan Murray |
22,800 |
0.051 |
|
Victoria Bilborough |
11,550 |
0.026 |
|
Anthony Forrest-Hay |
850 |
0.002 |
|
Kate Forrest-Hay |
1,700 |
0.004 |
|
Edward Spurrier |
1,900,0003 |
4.236 |
|
Lucinda Spurrier |
950,000 |
2.118 |
|
EBT |
1,915,200 |
4.270 |
|
_____________ |
_________ |
|
|
Total |
19,427,160 |
43.312 |
|
=========== |
======== |
2. Assuming James Murray sells 900,000 Ordinary Shares and there are no other disposals of Ordinary Shares by the James Murray Concert Party.
3. Edward Spurrier would also have the ES Interests of a potential total of 1,165,873 Ordinary Shares which are subject to the ES Waiver.
Potential Interests in Ordinary Shares of the James Murray Concert Party if the Tender Offer does not proceed and following the exercise of the general buy back authority
If the general buy back authority set out in Resolution 2 of the Notice of EGM is exercised in full, and assuming no disposals of Ordinary Shares by any member of the James Murray Concert Party and no issues of Ordinary Shares by the Company in the meantime, the interests in Ordinary Shares of the James Murray Concert Party and the percentage of the voting rights in the Company attributable to such interests would be:
|
Person |
No. of Ordinary Shares4 |
% |
|
James Murray |
14,616,560 |
36.135 |
|
George Murray |
8,500 |
0.020 |
|
Susan Murray |
22,800 |
0.053 |
|
Victoria Bilborough |
11,550 |
0.027 |
|
Anthony Forrest-Hay |
850 |
0.002 |
|
Kate Forrest-Hay |
1,700 |
0.004 |
|
Edward Spurrier |
1,965,0005 |
4.578 |
|
Lucinda Spurrier |
982,800 |
2.289 |
|
EBT |
1,915,200 |
4.460 |
|
_____________ |
_________ |
|
|
Total |
20,425,560 |
47.567 |
|
=========== |
======== |
4. Assuming there are no disposals of Ordinary Shares by the James Murray Concert Party.
5. Edward Spurrier would also have the ES Interests of a potential total of 1,165,873 Ordinary Shares which are subject to the ES Waiver.
Potential Interests in Ordinary Shares of the James Murray Concert Party following the Tender Offer and exercise of the general buy back authority
If the maximum possible number of Ordinary Shares are purchased pursuant to the Tender Offer (being 2,857,143, equivalent to a maximum total amount payable by the Company of £4 million if the Strike Price is 140 pence and excluding for this purpose all shares held as treasury shares) and the general buy back authority set out in Resolution 2 of the Notice of EGM is exercised in full, and assuming no disposals of Ordinary Shares by any member of the James Murray Concert Party (other than the 900,000 Ordinary Shares which James Murray intends to tender, the 65,600 Ordinary Shares which Edward Spurrier intends to tender and the 32,800 Ordinary Shares which Lucinda Spurrier intends to tender pursuant to the Tender Offer) and no issues of Ordinary Shares by the Company in the meantime, the interests in Ordinary Shares of the James Murray Concert Party and the percentage of the voting rights in the Company attributable to such interests would be:
|
Person |
No. of Ordinary Shares6 |
% |
|
James Murray |
14,616,560 |
36.465 |
|
George Murray |
8,500 |
0.021 |
|
Susan Murray |
22,800 |
0.057 |
|
Victoria Bilborough |
11,550 |
0.029 |
|
Anthony Forrest-Hay |
850 |
0.002 |
|
Kate Forrest-Hay |
1,700 |
0.004 |
|
Edward Spurrier |
1,900,0007 |
4.740 |
|
Lucinda Spurrier |
950,000 |
2.370 |
|
EBT |
1,915,200 |
4.778 |
|
_____________ |
_________ |
|
|
Total |
19,427,160 |
48.467 |
|
=========== |
======== |
6. Assuming James Murray sells 900,000 Ordinary Shares, Edward Spurrier sells 65,600 Ordinary Shares, Lucinda Spurrier sells 32,800 Ordinary Shares and there are no other disposals of Ordinary Shares by the James Murray Concert Party.
7. Edward Spurrier would also have the ES Interests of a potential total of 1,165,873 Ordinary Shares which are subject to the ES Waiver.
ii) ES Waiver
The waiver described in Resolution 4 applies only in respect of increases in the percentage interest of the James Murray Concert Party resulting from the exercise by Edward Spurrier of any options held by him or which could be granted to him pursuant to the LTIP or the transfer to Edward Spurrier of any Ordinary Shares currently held on trust for him in the EBT, and not in respect of other increases in the James Murray Concert Party's interests in Ordinary Shares.
Potential Interests in Ordinary Shares of the James Murray Concert Party following the Tender Offer and the exercise by Edward Spurrier of all options held by him or which could be granted to him pursuant to the LTIP and the transfer to Edward Spurrier of all Ordinary Shares currently held on trust for him
If the maximum possible number of Ordinary Shares are purchased pursuant to the Tender Offer (being 2,857,143, equivalent to a maximum total amount payable by the Company of £4 million if the Strike Price is 140 pence and excluding for this purpose all shares held as treasury shares), and Edward Spurrier exercises all options held by him or which could be granted to him pursuant to the LTIP and all Ordinary Shares currently held on trust for him are transferred to him and assuming no disposals of Ordinary Shares by any member of the James Murray Concert Party (other than the 900,000 Ordinary Shares which James Murray intends to tender, the 65,600 Ordinary Shares which Edward Spurrier intends to tender and the 32,800 Ordinary Shares which Lucinda Spurrier intends to tender pursuant to the Tender Offer) and no issues of Ordinary Shares by the Company in the meantime, the interests in Ordinary Shares of the James Murray Concert Party and the percentage of the voting rights in the Company attributable to such interests would be:
|
Person |
No. of Ordinary Shares8 |
% |
|
James Murray |
14,616,560 |
32.208 |
|
George Murray |
8,500 |
0.019 |
|
Susan Murray |
22,800 |
0.050 |
|
Victoria Bilborough |
11,550 |
0.025 |
|
Anthony Forrest-Hay |
850 |
0.002 |
|
Kate Forrest-Hay |
1,700 |
0.004 |
|
Edward Spurrier |
3,065,873 |
6.756 |
|
Lucinda Spurrier |
950,000 |
2.093 |
|
EBT |
1,276,800 |
2.813 |
|
_____________ |
_________ |
|
|
Total |
19,954,633 |
43.970 |
|
=========== |
======== |
8. Assuming James Murray sells 900,000 Ordinary Shares, Edward Spurrier sells 65,600 Ordinary Shares, Lucinda Spurrier sells 32,800 Ordinary Shares and there are no other disposals of Ordinary Shares by the James Murray Concert Party.
Potential Interests in Ordinary Shares of the James Murray Concert Party if the Tender Offer does not proceed and following the exercise of the general buy back authority and the exercise by Edward Spurrier of all options held by him or which could be granted to him pursuant to the LTIP and the transfer to Edward Spurrier of all Ordinary Shares currently held on trust for him
If the general buy back authority set out in Resolution 2 of the Notice of EGM is exercised in full and Edward Spurrier exercises all options held by him or which could be granted to him pursuant to the LTIP and all Ordinary Shares currently held on trust for him are transferred to him and assuming no disposals of Ordinary Shares by any member of the James Murray Concert Party and no issues of Ordinary Shares by the Company in the meantime, the interests in Ordinary Shares of the James Murray Concert Party and the percentage of the voting rights in the Company attributable to such interests would be:
|
Person |
No. of Ordinary Shares9 |
% |
|
James Murray |
15,516,560 |
36.135 |
|
George Murray |
8,500 |
0.020 |
|
Susan Murray |
22,800 |
0.053 |
|
Victoria Bilborough |
11,550 |
0.027 |
|
Anthony Forrest-Hay |
850 |
0.002 |
|
Kate Forrest-Hay |
1,700 |
0.004 |
|
Edward Spurrier |
3,131,473 |
7.293 |
|
Lucinda Spurrier |
982,800 |
2.289 |
|
EBT |
1,276,800 |
2.973 |
|
_____________ |
_________ |
|
|
Total |
20,953,033 |
48.796 |
|
=========== |
======== |
9. Assuming there are no disposals of Ordinary Shares by the James Murray Concert Party.
Potential Interests in Ordinary Shares of the James Murray Concert Party following the Tender Offer, the exercise of the general buy back authority, the exercise by Edward Spurrier of all options held by him or which could be granted to him pursuant to the LTIP and the transfer to Edward Spurrier of all Ordinary Shares currently held on trust for him
If the maximum possible number of Ordinary Shares are purchased pursuant to the Tender Offer (being 2,857,143, equivalent to a maximum total amount payable by the Company of £4 million if the Strike Price is 140 pence and excluding for this purpose all shares held as treasury shares), the general buy back authority set out in Resolution 2 of the Notice of EGM is exercised in full and Edward Spurrier exercises all options held by him or which could be granted to him pursuant to the LTIP and all Ordinary Shares currently held on trust for him are transferred to him, and assuming no disposals of Ordinary Shares by any member of the James Murray Concert Party (other than the 900,000 Ordinary Shares which James Murray intends to tender, the 65,600 Ordinary Shares which Edward Spurrier intends to tender and the 32,800 Ordinary Shares which
Lucinda Spurrier intends to tender pursuant to the Tender Offer) and no issues of Ordinary Shares by the Company in the meantime, the interests in Ordinary Shares of the James Murray Concert Party and the percentage of the voting rights in the Company attributable to such interests would be:
|
Person |
No. of Ordinary Shares10 |
% |
|
James Murray |
14,616,560 |
35.992 |
|
George Murray |
8,500 |
0.021 |
|
Susan Murray |
22,800 |
0.056 |
|
Victoria Bilborough |
11,550 |
0.028 |
|
Anthony Forrest-Hay |
850 |
0.002 |
|
Kate Forrest-Hay |
1,700 |
0.004 |
|
Edward Spurrier |
3,065,873 |
7.549 |
|
Lucinda Spurrier |
950,000 |
2.339 |
|
EBT |
1,276,800 |
3.144 |
|
_____________ |
_________ |
|
|
Total |
19,954,633 |
49.136 |
|
=========== |
======== |
10. Assuming James Murray sells 900,000 Ordinary Shares, Edward Spurrier sells 65,600 Ordinary Shares, Lucinda Spurrier sells 32,800 Ordinary Shares and there are no other disposals of Ordinary Shares by the James Murray Concert Party.
The intentions of the James Murray Concert Party
The members of the James Murray Concert Party have each confirmed to the Company that they are not proposing, following any increase in their percentage interests in Ordinary Shares or voting rights as a result of a repurchase of Ordinary Shares by the Company, to seek any change in the composition of the Board or the general nature of the Company's business.
The members of the James Murray Concert Party have also each confirmed that their intentions regarding the future of the Company's business, their intentions regarding the locations of the Company's places of business and their intentions regarding the continued employment of its employees and management (and those of its subsidiaries) will not be altered as a result of any increase in their percentage interests in Ordinary Shares or voting rights as a result of a repurchase of Ordinary Shares by the Company, nor will there be any redeployment of the fixed assets of the Company as a result of such an increase.
James Murray
James Murray, aged 38, co-founded the Company in 1994, following several sales and engineering positions within London based telecoms dealers. He held the position of Joint Managing Director from 1994 until 2000, when he moved to the position of Managing Director. In 2003 he became Chief Executive Officer. James was awarded the title of Ernst & Young's "Young Entrepreneur of the Year" Award in 2005.
George Murray
George Murray is the father of James Murray.
Susan Murray
Susan Murray is the mother of James Murray.
Victoria Bilborough
Victoria Bilborough is the sister of James Murray.
Anthony Forrest-Hay
Anthony Forrest-Hay is the father-in-law of James Murray.
Kate Forrest-Hay
Kate Forrest-Hay is the mother-in-law of James Murray.
Edward Spurrier
Edward Spurrier, aged 43, is the brother-in-law of James Murray and is married to James Murray's sister, Lucinda Spurrier. Edward Spurrier joined the Company as Finance Director in 1999. A member of the Institute of Chartered Accountants in England and Wales, he trained and qualified at Coopers and Lybrand (now PwC) in London. Prior to joining the Company, he had over 12 years' prior experience in private practice, with a focus on advising entrepreneurs on managing growth. He led the establishment of the billing, finance, legal and business development departments within the Company. His current responsibilities include business development, IT operations and development, and legal, as well as the finance functions. He is also the Group Company Secretary.
Lucinda Spurrier
Lucinda Spurrier is the sister of James Murray.
EBT
The EBT was established during the year ended 30 September 2005 and Jim Sewell, Edward Spurrier and Ben Marnham have each been awarded interests in 638,400 Ordinary Shares held by the EBT.
6. Adoption of New Articles
It is proposed that the Company adopts new Articles in order to update the Articles to take account of changes in English company law brought about by the Companies Act 2006. Changes to the Articles include amendments relating to Directors' conflicts of interests, Directors' indemnities and procedure relating to general meetings of the Company.
7. Directors' intentions
James Murray intends to tender 900,000 Ordinary Shares, representing 5.78 per cent. of his total interest in Ordinary Shares, under the Tender Offer as a Strike Price Tender.
Ben Marnham intends to tender 150,000 Ordinary Shares, representing 7.63 per cent. of his total interest in Ordinary Shares, under the Tender Offer as a Strike Price Tender.
Jim Sewell intends to tender 150,000 Ordinary Shares, representing 7.63 per cent. of his total interest in Ordinary Shares, under the Tender Offer as a Strike Price Tender.
Edward Spurrier and family intend to tender 98,400 Ordinary Shares, representing 3.34 per cent. of their total interest in Ordinary Shares, under the Tender Offer as a Strike Price Tender.
None of the other Directors hold any Ordinary Shares.
EXPECTED TIMETABLE
|
Tender Offer opens |
1 July 2008 |
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Latest time and date for receipt of Forms of Proxy for Extraordinary General Meeting |
9.00 a.m. on 22 July 2008 |
|
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Extraordinary General Meeting |
9.00 a.m. on 24 July 2008 |
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Latest time and date for receipt of Tender Forms and TTE instructions from CREST in relation to the Tender Offer |
5.00 p.m. on 28 July 2008 |
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Record Date for Tender Offer |
5.00 p.m. on 28 July 2008 |
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Announcement of results of the Tender Offer |
7.00 a.m. on 29 July 2008 |
|
|
Cheques issued/CREST accounts credited for Tender Offer proceeds in respect of Ordinary Shares sold |
by 11 August 2008 |
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CREST accounts credited/share certificates issued for revised holdings of Ordinary Shares following the sale of Ordinary Shares under the Tender Offer |
by 11 August 2008 |
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Return of share certificates in respect of unsuccessful tenders |
by 11 August 2008 |
The dates and times given are based on the Company's current expectations and may be subject to change. Any changes to the expected timetable will be announced via a Regulatory Information Service.
DEFINITIONS
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"Articles" |
the current Articles of Association of the Company |
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"Capita Registrars" |
a trading name of Capita Registrars Limited |
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"City Code" |
the City Code on Takeovers and Mergers |
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"Company" |
Alternative Networks plc |
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"CREST" |
means the computer based system for the transfer of uncertificated securities operated by Euroclear |
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"CREST Member" |
a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations) |
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"CREST Participant" |
a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations) |
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"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 20013755) |
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"CREST Sponsor" |
a CREST participant admitted to CREST as a CREST sponsor |
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"CREST Sponsored Member" |
a CREST member admitted to CREST as a CREST sponsored member |
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"Directors" or the "Board" |
the directors of the Company |
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"EBT" |
the Employee Benefit Trust established by the Company during the year ended 30 September 2005 and which holds 638,400 Ordinary Shares on trust for each of Jim Sewell, Edward Spurrier and Ben Marnham |
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"EGM" |
the Extraordinary General Meeting of the Company convened for 10.00 a.m. on 24 July 2008 by the Notice of EGM and any adjournment thereof |
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"Escrow Agent" |
Capita Registrars |
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"ES Interests" |
Edward Spurrier's interests in Ordinary Shares in addition to the 1,965,600 Ordinary Shares registered in his name, namely: (i) the opportunity for him to be granted nil-cost options over up to a maximum of 462,973 Ordinary Shares pursuant to the LTIP; (ii) his options over 64,500 Ordinary Shares; and (iii) 638,400 Ordinary Shares held on trust for him under the EBT |
|
"ES Waiver" |
a waiver by the Panel of any requirement under Rule 9 of the City Code for the James Murray Concert Party to make a general offer to Shareholders that would otherwise arise as a result of the exercise of any of the options included in the ES Interests or the transfer to Edward Spurrier of any of the Ordinary Shares held on trust for him and included in the ES Interests |
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"Euroclear" |
Euroclear UK and Ireland Limited |
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"Group" |
the Company and its subsidiaries, Alternative Networks TS Ltd, Integrated Communications For Business (UK) Ltd, the Telecom Centre Ltd and Echo Network Services Limited (Dormant) |
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"Independent Directors" |
all the executive and non-executive Directors other than James Murray and Edward Spurrier |
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"Independent Shareholders" |
shareholders of the Company other than the James Murray Concert Party |
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"Investec Investment Banking" |
Investec Investment Banking and Securities Limited, a division of Investec Bank (UK) Limited |
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"James Murray" |
James Murray of 50 Paultons Square, London SW3 5DT |
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"James Murray Concert Party" |
the following shareholders who, for the purposes of the City Code, are deemed to be acting in concert: James Murray, George Murray (the father of James Murray), Susan Murray (the mother of James Murray), Victoria Bilborough (the sister of James Murray), Anthony Forrest-Hay (the father-in-law of James Murray), Kate Forrest-Hay (the mother-in-law of James Murray), Edward Spurrier (the brother in- law of James Murray, who is married to Lucinda Spurrier and who is also a Director), Lucinda Spurrier (the sister of James Murray) and the EBT |
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"LTIP" |
the Company's Long Term Incentive Plan for Edward Spurrier, Ben Marnham and James Sewell which was introduced on 25 April 2008 |
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"New Articles" |
the new articles of association of the Company proposed to be adopted pursuant to Resolution 5 set out in the Notice of EGM as set out in the Circular sent to Shareholders |
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"Ordinary Shares" |
ordinary shares of 0.125p each in the capital of the Company |
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"Overseas Shareholders" |
a Shareholder whose address in the Company's register of members is outside the UK |
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"Panel" |
the Panel on Takeovers and Mergers |
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"participant ID" |
the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant |
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"Price Range" |
the range of prices from 140 pence to 145 pence per Ordinary Share at which Shareholders are invited to tender their Ordinary Shares under the Tender Offer |
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"Qualifying Shareholders" |
Shareholders who are entitled to participate in the Tender Offer, being a Shareholder on the Register of Members of the Company at the Record Date who is not an Overseas Shareholder |
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"Record Date" |
5.00 p.m. on 28 July 2008 |
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"Shareholders" |
holders of Ordinary Shares in the Company |
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"Strike Price" |
the price, within the Price Range, at which Investec Investment Banking is to purchase Ordinary Shares under the Tender Offer |
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"Strike Price Tenders" |
Ordinary Shares that are expressed to be tendered at the Strike Price by Qualifying Shareholders in accordance with the terms and conditions of the Tender Offer |
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"tender" and "tendered" |
refers to tenders of Shareholders in relation to the Tender Offer |
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"Tender Offer" |
the invitation by Investec Investment Banking to Qualifying Shareholders to tender Ordinary Shares for sale to Investec Investment Banking on the terms and subject to the conditions set out in the circular to Shareholders dated 1 July 2008 |
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"TFE instruction" |
a transfer from escrow instruction (as defined by the CREST manual issued by Euroclear |
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"Transaction" |
the authority sought in Resolution 1 in the Notice of EGM for the Company to purchase Ordinary Shares pursuant to the Tender Offer, the general buy back authority sought in Resolution 2 in the Notice of EGM for the Company to purchase its Ordinary Shares, the Waiver and the ES Waiver |
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"TTE instruction" |
a transfer to escrow instruction (as defined by the CREST manual issued by Euroclear) |
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"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland |
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"Waiver" |
the waiver by the Panel of any requirement under Rule 9 of the City Code for the James Murray Concert Party to make a general offer to Shareholders that would otherwise arise as a result of any market purchases of Ordinary Shares by the Company pursuant to the authorities sought in Resolution 1 and 2 set out in the Notice of EGM |
Related Shares:
AN..L