RNS Number:8756E
Frogmore Estates PLC
10 December 2002
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt as to the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or other independent financial adviser authorised under
the Financial Services and Markets Act 2000 (if you are in the United Kingdom),
or from another appropriately authorised independent financial adviser.
If you have recently sold or otherwise transferred your entire holding(s) of
Notes referred to below, you should immediately forward this document to the
purchaser or transferee, or to the stockbroker, bank or other agent through whom
the sale or transfer was effected, for transmission to the purchaser or
transferee.
TENDER OFFER AND
NOTICE OF NOTEHOLDERS' MEETING
FROGMORE ESTATES LIMITED
(formerly Frogmore Estates plc)
(Incorporated with limited liability in England, Registered No. 1009194)
Tender Offer by Frogmore Estates Limited
to the holders of the
#100,000,000 8 per cent. Notes due 2007 (the "Notes")
of Frogmore Estates Limited
and Notice of Noteholders' Meeting
This document contains details of the terms and conditions of the Tender Offer
and a notice convening a meeting of the Noteholders to be held at the offices of
Ashurst Morris Crisp, Broadwalk House, 5 Appold Street, London EC2A 2HA at 11.00
a.m. on 7 January 2003.
A description of the action to be taken by Noteholders is set out on pages 4 and
5 of this document.
Questions and requests for assistance in connection with the Tender Offer or the
procedures for tendering Notes may be directed to the Tender Agent contact
details for which are contained on page 23 of this document. This Tender Offer
Document (including the Notice of Noteholders' Meeting) contains important
information which should be read carefully before any decision is made with
respect to the Tender Offer.
Any individual or company whose Notes are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must contact such entity
if they wish to accept the Tender Offer.
The distribution of this document in certain jurisdictions may be restricted by
law. Persons into whose possession this document comes are required by
Frogmore, Rothschild, the Tender Agent and the Trustee to inform themselves
about, and to observe, any such restrictions.
The Tender Agent referred to herein makes no representations whatsoever
regarding this document or the Tender Offer. The Tender Agent is the agent of
Frogmore and owes no duty to any Noteholder.
Rothschild is acting as Tender Co-ordinator to Frogmore in relation to the
Tender Offer and to no other entity or person and will not regard any other
entity or person as its client nor be responsible to anyone other than Frogmore
for providing the protections afforded to clients of Rothschild or for providing
advice in relation to the Tender Offer.
N M Rothschild & Sons Limited
Tender Co-ordinator
10 December 2002
CONTENTS
1. LETTER FROM FROGMORE...............................................1
2. TERMS AND CONDITIONS OF THE TENDER OFFER...........................6
3. ADDITIONAL INFORMATION............................................12
4. UNITED KINGDOM TAXATION...........................................14
5. NOTICE OF MEETING OF NOTEHOLDERS..................................15
6. DEFINITIONS ......................................................20
EXPECTED TIMETABLE
Latest time for obtaining voting certificates and giving 5.00 p.m. (CET (4.00 p.m. (GMT)) on 3 January
block voting instructions 2003
Latest time and date for submission of 5.00 p.m. (CET (4.00 p.m. (GMT)) on 3 January
tenders for Notes 2003
Meeting 11.00 a.m. on 7 January 2003
Fixing of Purchase Price for tendered Notes 10 January 2003
Publication of notice to Noteholders of results of 13 January 2003
Tender Offer and Meeting and Purchase Price of tendered
Notes
Settlement of Purchase Price for tendered Notes 15 January 2003
Note: This timetable assumes that Noteholders vote in favour of the resolution at the Noteholders' Meeting
to be held on 7 January 2003.
SECTION 1
LETTER FROM FROGMORE
Frogmore Estates Limited
11-15 Wigmore Street
London
W1A 2JZ
10 December 2002
To the holders of the #100,000,000 8 per cent. Notes due 2007
Dear Noteholders
Tender Offer by Frogmore for the Notes and notice of Noteholders' Meeting to
amend the terms and conditions of the Notes
Frogmore today announced that it would put forward a proposal to the holders of
the Notes for:
(i) a Tender Offer for the Notes; and
(ii) an amendment to the terms and conditions of the Notes.
This letter sets out the reasons for, and further details of, the Proposal.
1. Background to and reasons for the Proposal
The board of North Row Estates Limited announced on 24 November 2000 the terms
of a cash offer that was subsequently made by Rothschild on its behalf to
acquire the whole of the issued and to be issued ordinary share capital of
Frogmore. The offer was declared wholly unconditional on 5 January 2001 and
Frogmore's ordinary shares were de-listed on 8 February 2001.
The original Trust Deed dated 19 November 1997 constituting the Notes contains a
clause providing Frogmore with the right to purchase the Notes at a redemption
yield equivalent to the gross redemption yield of 71/4 per cent. Treasury Stock
2007. In light of the current interest rate environment (the gross redemption
yield of the Reference Gilt has fallen from 6.595 per cent. on 19 November 1997,
the date of issue of the Notes (the "Original Issue Date"), to 4.425 per cent.
on 6 December 2002, the latest practicable date prior to the publication of this
document) the directors of Frogmore consider that a redemption of the Notes on
these terms would be unreasonably punitive to Frogmore.
Furthermore, at the time the Notes were issued, it was not envisaged by Frogmore
nor probably by the subscribers to the issue, that Frogmore would become an
unlisted subsidiary of a company with substantial indebtedness. On the Original
Issue Date, the Notes traded at a spread of approximately 148 basis points above
the Reference Gilt redemption yield. This spread has now widened to
approximately 167 basis points on 6 December 2002, the latest practicable date
prior to the issue of this document, which may in part be caused by the
leveraged buy-out of Frogmore by North Row.
2. Tender Offer
Frogmore offers to purchase any and all outstanding Notes at the Purchase Price.
The Tender Offer will be structured as a purchase of the Notes, however, the
effect for Noteholders will be the same as a redemption. All Notes that are
purchased will be cancelled.
Subject to certain conditions, Frogmore will undertake to purchase, or procure
the purchase of, the Notes from Noteholders who accept the Tender Offer. By
tendering its Notes each Noteholder will direct the Tender Agent to appoint two
of its employees as its proxies to vote in favour of the Resolution described in
section 5 of this document.
The terms and conditions of the Tender Offer are set out in section 2 of this
document.
3. Purchase Price
The Purchase Price of the Notes will be calculated by the Tender Co-ordinator on
the third Business Day following the date of the Meeting. In summary, the
Purchase Price is the higher of the par value of the Notes and the price at
which the Gross Redemption Yield on the tendered Notes is equal to the Gross
Redemption Yield (determined by reference to the middle-market price) at 3.00
p.m. (GMT) of the Reference Gilt plus 1.45 per cent., and shall be paid together
with accrued but unpaid interest on the Notes from, and including, 19 November
2002 to, but excluding, the Settlement Date.
For illustrative purposes only, if the Purchase Price of the Notes had been
required to be determined on 6 December 2002 (the latest practicable date prior
to the issue of this document) it would have been #10,882 per #10,000 nominal
amount of the Notes (not including the amount in respect of any accrued
interest). The closing middle market quotation of the Notes for the date the
illustrative Purchase Price was determined, as shown in paragraph 2 of section 3
to this document, was #10,793 per #10,000 nominal amount of the Notes.
Paragraph 2 of section 3 of this document sets out the closing middle market
quotation of the Notes on the first dealing day in each of the last six months.
4. Proposed amendment to the terms and conditions of the
Notes
Frogmore is also proposing, by way of the Resolution to be proposed at a
Noteholders' Meeting convened for 7 January 2003, a modification of the terms
and conditions of the Notes. The Resolution is set out in section 5 of this
document.
In summary, if the Resolution is passed and becomes effective, the terms and
conditions of the Notes will be modified such that Frogmore will have the right
to purchase any outstanding Notes at a price which will be calculated on the
same basis as the Purchase Price payable pursuant to the Tender Offer.
5. Recommendation
It is a requirement of the Listing Rules of the United Kingdom Listing Authority
that the directors of Frogmore either make a recommendation to the Noteholders
to accept the Proposal or state their reasons for not being able to do so. In
view of Frogmore's economic interest in the outcome of the Resolution, the
directors of Frogmore are not in a position to make a recommendation to the
Noteholders in respect of the Proposal. However, it should be noted that
Frogmore has consulted with the ABI prior to making this Tender Offer. The ABI
is supportive of the Proposal and details of the consultation are set out in
paragraph 6 below.
6. Consultation with the Association of British Insurers
A committee of the ABI (the "Committee") examined the Proposal prior to the
publication of this document and found it to be acceptable. The members of the
Committee (who represent approximately 33.8 per cent. of Noteholders) have
undertaken irrevocably to accept the Tender Offer and to vote in favour of the
Resolution in respect of their holdings. The Committee's decision will be
advised to other members of the ABI who hold Notes.
7. Irrevocable Acceptances
In addition to the Committee, Noteholders representing a further #13.9 million
in principal amount of the Notes outstanding (representing 13.9 per cent. of
Notes in issue), have undertaken irrevocably to accept the Tender Offer and to
vote in favour of the Resolution in respect of such Notes. Therefore, in total,
the Company has received irrevocable acceptances in respect of 47.7 per cent. of
Notes in issue.
8. Noteholders' Meeting
The quorum required is two or more persons holding or representing not less than
75 per cent. in principal amount of the Notes outstanding, or at any such
adjourned meeting two or more persons holding or representing not less than 25
per cent. in principal amount of the Notes outstanding.
In order for the Proposal to be effective, the Resolution must be passed by a
majority consisting of not less than 75 per cent. of the votes cast at the
Meeting or any adjourned meeting and will be binding on all Noteholders, whether
or not they are present at the Meeting or any adjourned meeting, as the case may
be.
9. Trustee
In accordance with normal practice, the Trustee for the Noteholders expresses no
opinion as to the merits of the Proposal. It has, however, authorised it to be
stated that, on the basis of the information contained in this document, it has
no objection to the relevant Resolution being submitted to Noteholders for their
consideration. The Trustee has, however, not been involved in formulating the
Proposal and the Trustee recommends Noteholders who are in any doubt as to the
impact of the Proposal to seek their own independent financial advice.
10. Acceptance
Subject to Frogmore's right to waive, amend, terminate or withdraw the Tender
Offer (as provided herein) in respect of the Notes in accordance with paragraph
6 of section 2 of this document:
(a) if you accept the Tender Offer, but the conditions of the
Tender Offer are not satisfied or waived in full, your Notes will become
unblocked in the relevant Clearing System; and
(b) if you accept the Tender Offer and the conditions of the
Tender Offer are satisfied or waived in full, Frogmore will procure that, except
where it elects for an Early Settlement Date, the Meeting (or any adjourned
Meeting) is held and your Notes will be purchased on the Settlement Date at the
Purchase Price plus any accrued and unpaid interest.
11. Notification
The results of the Tender Offer and the Meeting, together with (where
applicable) the Purchase Price for Tendered Notes, will be announced by way of
the publication of a notice in the Financial Times and the relevant notice will
also be delivered to the Clearing Systems and to the Regulatory News Service.
12. Additional Information
Certain additional information is set out in section 3 to this document,
including details of where you can inspect, inter alia, copies of the Trust Deed
constituting the Notes and the draft Supplemental Trust Deed referred to in the
Resolution.
13. UK Taxation
Information on UK taxation can be found in section 4 of this document.
If you are in any doubt as to your tax position in relation to the proposed
Tender Offer, you should consult your own independent professional adviser.
14. Action
This document and the Notice of Noteholders' Meeting herein are important and
contain details of the action to be taken by Noteholders in relation to the
Proposal. If you are in any doubt as to the action you should take, you should
consult your own independent financial adviser. In particular, you should
obtain your own tax advice in respect of the effect of the Tender Offer on you.
Frogmore is anxious to avoid the delay and the inconvenience to the Noteholders
which will arise if it becomes necessary to adjourn the Meeting for lack of a
quorum. Noteholders are therefore requested to take all necessary action to
vote on the Resolution.
Noteholders who wish to accept the Tender Offer should tender their Notes in
accordance with the procedures described in section 2 by 5.00 p.m. (CET) (4.00
p.m. (GMT)) on 3 January 2003.
Yours faithfully
Dennis Cope
Chairman
SECTION 2
TERMS AND CONDITIONS OF THE TENDER OFFER
Subject as provided herein, this document constitutes an offer by Frogmore to
Noteholders on the terms set out below.
1. The Tender Offer
Frogmore offers to purchase or, at Frogmore's discretion, to procure the
purchase of, on the terms and conditions set out in this document, any
outstanding Notes held by the Noteholders. Noteholders may accept the Tender
Offer during the Tender Period, which commences on 10 December 2002 and expires
at 5.00 p.m. (CET) (4.00 p.m. (GMT)) on 3 January 2003 or on such later date as
may be agreed between Frogmore and the Tender Co-ordinator, subject always to
the provisions of paragraphs 2 and 6 below. The Tender Offer may be reopened
after 7 January 2003 by Frogmore at its sole discretion (as further described in
paragraph 5 below).
A Noteholder accepting the Tender Offer will direct the Tender Agent to appoint
two of its employees as its proxies to vote in favour of the Resolution (in the
manner provided herein).
2. Conditions
The Tender Offer is conditional upon:
(a) the receipt by Frogmore of valid acceptances in respect of not
less than 75 per cent. of the outstanding principal amount of Notes (or such
lesser percentage as Frogmore may at its sole discretion decide); and
(b) the Noteholders passing the Resolution.
Frogmore may at its discretion, and by notice to the Noteholders, waive
satisfaction of the conditions for any or all purposes. If the conditions are
not satisfied or waived in full or in part, the Tender Offer will lapse.
3. Acceptance of the Tender Offer
(a) A Noteholder may accept the Tender Offer by giving the relevant
Clearing System a valid electronic acceptance instruction in accordance with the
requirements of such Clearing System. The receipt of such electronic acceptance
instruction by the relevant Clearing System will be acknowledged in accordance
with the standard practices of such Clearing System.
By tendering their Notes through the submission of an electronic acceptance
instruction in accordance with the requirements of the relevant Clearing System,
Holders of such Notes shall be deemed to represent, warrant, authorise and
undertake the following:
(i) that the Noteholder wishes irrevocably to accept the Tender
Offer;
(ii) the principal amount of the Notes held by such Noteholder;
(iii) that the Tender Agent appoint two of its employees to act as
its proxies to vote in favour of the Resolution in respect of all the Tendered
Notes;
(iv) the Notes are, at the time of acceptance, and will continue to
be, until the time of settlement on the Settlement Date, held by it at Euroclear
or Clearstream, Luxembourg;
(v) that the Tendered Notes be blocked in accordance with the
provisions of paragraph 4 of this section 2; and
(vi) the cash account number at Euroclear or Clearstream, Luxembourg
to which any purchase monies are to be credited.
(b) The acceptance by a Noteholder of the Tender Offer will be
deemed to have occurred upon receipt by the relevant Clearing System of a valid
electronic acceptance instruction in accordance with the requirements of such
Clearing System, will be irrevocable, and will constitute a binding agreement
between such Noteholder and Frogmore in accordance with the terms, and subject
to the conditions, set forth herein.
(c) All questions as to validity, form and eligibility (including
time of receipt) of any electronic acceptance of the Tender Offer will be
determined solely by Frogmore. Frogmore's determination as to whether or when
an electronic acceptance is received or whether it is duly completed and signed
shall be final and binding.
4. Procedure for Blocking Tendered Notes
Noteholders should ensure that the relevant Clearing System has received
irrevocable instructions (with which they have complied) to block Notes in the
securities account to which they are credited with effect from and including the
day on which the electronic acceptance instruction is delivered to the relevant
Clearing System so that no transfers may be effected in relation to such Notes
at any time after such date until the lapse of the Tender Offer or the purchase
of the Notes by Frogmore (as the case may be). Noteholders should also ensure
that the relevant Clearing System has received irrevocable instructions (with
which they have complied) that the Noteholder has directed the Tender Agent to
appoint two of its employees to act as its proxies to vote in favour of the
Resolution in respect of the Notes. Notes should be blocked in accordance with
the procedures of the relevant Clearing System and the deadlines required by the
relevant Clearing System.
Beneficial owners of Notes who are not direct participants in Euroclear or
Clearstream, Luxembourg must contact their broker, dealer, bank, custodian,
trust company or other nominee to arrange for their direct participant in
Euroclear or Clearstream, Luxembourg, as the case may be, through which they
hold Notes to deliver an electronic acceptance instruction in accordance with
the requirements of the relevant Clearing System prior to 5.00 p.m. (CET) (4.00
p.m. (GMT)) on the Closing Date. The beneficial owners of Notes that are held
in the name of a broker, dealer, bank, custodian, trust company or other nominee
or custodian should contact such entity sufficiently in advance of the Closing
Date if they wish to accept the Tender Offer and procure that the Notes are
blocked in accordance with the normal procedures of the relevant Clearing System
and the deadlines imposed by such Clearing System.
Delivery of documents to the Tender Agent does not constitute delivery to
Euroclear or Clearstream, Luxembourg.
Noteholders accepting the Tender Offer in respect of Notes should ensure that
the relevant blocking instructions to Euroclear or Clearstream, Luxembourg can
be allocated to the relevant electronic acceptance instruction. For the
avoidance of doubt, each electronic acceptance instruction must have an
individual matching blocking instruction.
Do not send Notes, electronic acceptance instructions or matching blocking
instructions to Frogmore, the Tender Agent or the Tender Co-ordinator.
5. Extension and Subsequent Offers
Frogmore and the Tender Co-ordinator may, at their discretion, agree to extend
the Tender Period. Frogmore may at any time make or procure the making of a new
offer to the Noteholders on such terms as it may determine. Frogmore shall
forthwith notify the Tender Agent of any such new offer and any such new offer
will be notified in accordance with the terms of the Trust Deed to the
Noteholders as promptly as practicable. In addition notification will be
published in the Financial Times and will be provided to the Clearing Systems
and to the Regulatory News Service.
Until the date of the Meeting (or any adjournment thereof), Frogmore may reopen
the Tender Offer with the modification of any terms (including, without
limitation, the conditions of the Tender Offer).
6. Termination, Withdrawal, Waiver and Amendment
(a) Subject to applicable law, Frogmore may, in respect of the
Notes, (i) at any time waive any condition of the Tender Offer, or (ii) at any
time prior to the conditions of the Tender Offer being satisfied or waived in
full: (A) amend any term of the Tender Offer which Frogmore reasonably considers
in its sole discretion does not materially prejudice the rights of the
Noteholders, the terms of the Tender Offer or the Proposal; or (B) terminate or
withdraw the Tender Offer (whether before or after any acceptance by any
Noteholder).
(b) Any such waiver, amendment, termination or withdrawal may be
effected before or after acceptance of the Tender Offer by any Noteholder, may
be applied to any such Noteholder who has so accepted and will be followed as
promptly as practicable by notice thereof to Noteholders.
(c) In the event that Frogmore shall terminate the Tender Offer, it
shall as soon as practicable give notice thereof to the Tender Agent and all
tendered Notes will be unblocked and credited to the account(s) maintained at
the relevant Clearing System in which such Notes were blocked.
7. Additional Terms of the Tender Offer
(a) All communications, payments, notices, cheques or certificates
to be delivered to or by a Noteholder will be sent to or delivered by a
Noteholder at its own risk.
(b) The submission of an electronic acceptance instruction in
accordance with the requirements of the relevant Clearing System accepting the
Tender Offer will be deemed to constitute a representation and warranty by the
Noteholder that (i) the Notes the subject of the electronic acceptance
instruction will, on the relevant Settlement Date, be transferred by such
Noteholder with full title guarantee free from all liens, charges and
encumbrances and together with all rights attached thereto and (ii) it is the
Noteholder in respect of the Notes. If the relevant Noteholder is unable to give
such representation and warranty, such Noteholder should contact the Tender
Agent.
(c) All acceptances shall be deemed to be made on the terms set out
herein and shall oblige the relevant Noteholder to deliver the Tendered Notes.
(d) Save as otherwise provided herein, any notice given to a
Noteholder in connection with the Tender Offer will be deemed to have been duly
given if it is published in accordance with the terms of the Trust Deed or on
any electronic news service. Frogmore may, at its discretion, also give notice
by any other means it considers appropriate. In addition, notification will be
provided to the Clearing Systems and to the Regulatory News Service.
(e) Each Noteholder accepting in accordance with the terms of the
Tender Offer shall be deemed to have agreed to indemnify Frogmore, the Tender
Co-ordinator and the Tender Agent against all and any losses, costs, claims,
liabilities, expenses, charges, actions or demands which any of them may incur
or which may be made against any of them as a result of any breach of any of the
terms of, or any of the representations, warranties and/or undertakings given
pursuant to, the Tender Offer by any such Noteholder.
(f) Each of Frogmore, the Tender Co-ordinator and the Tender Agent
may in its discretion elect to treat as valid an electronic acceptance
instruction not complying in all respects with the terms of the Tender Offer or
in respect of which the relevant Noteholder does not comply with all the
subsequent requirements of these terms.
(g) The Tender Offer and each electronic acceptance instruction
shall be governed by and construed in accordance with English law. By accepting
the Tender Offer a Noteholder irrevocably and unconditionally agrees for the
exclusive benefit of Frogmore, the Tender Co-ordinator and the Tender Agent that
the courts of England are to have jurisdiction to settle any disputes which may
arise in connection with the Tender Offer or any of the documents referred to
above and that, accordingly, any suit, action or proceedings arising out of or
in connection with the foregoing may be brought in such courts.
(h) Neither the Tender Co-ordinator or the Tender Agent or any of
their respective directors or employees makes any recommendation as to whether
or not to accept the Tender Offer or otherwise to exercise any rights in respect
of the Notes. Noteholders must make their own decision with regard to
acceptance.
(i) Frogmore's interpretation of the terms and conditions of the
Tender Offer (including the instructions in each electronic acceptance of the
Tender Offer) shall be final and binding. No alternative, conditional or
contingent tenders will be accepted. Frogmore or the Tender Agent may (i) reject
any electronic acceptance of the Tender Offer submitted by a Noteholder who is,
or at any time becomes, in breach of any representation, warranty or undertaking
of the Noteholder under the Tender Offer or (ii) in their absolute discretion
elect to treat as valid an electronic acceptance of the Tender Offer not
complying in all respects with the terms of the Tender Offer or in respect of
which the relevant Noteholder does not comply with all the subsequent
requirements of these terms.
Unless waived by Frogmore, any irregularities in connection with tenders must be
rectified within such time as Frogmore shall determine. None of Frogmore, the
Tender Co-ordinator, the Tender Agent or any other person will be under any duty
to give notification of any defects or irregularities in such tenders, nor will
any of such entities incur any liability for failure to give such notification.
Tenders of such Notes will be deemed not to have been made until such
irregularities have been cured or waived.
(j) If any Acceptance Notice or other written communication
addressed to Frogmore, the Tender Co-ordinator or the Tender Agent is signed on
behalf of a Noteholder (by an attorney-in-fact, custodian, trustee,
administrator, director or officer of a corporation or any other person acting
in a fiduciary or representative capacity) that fact should be indicated on the
relevant communication and a power of attorney or other form of authority, in a
form satisfactory to Frogmore, must be delivered to the Tender Agent by the end
of the Tender Period. Failure to submit such evidence as aforesaid may result in
rejection of the acceptance. Neither Frogmore, the Tender Co-ordinator, nor the
Tender Agent shall have any responsibility to check the genuineness of any such
power of attorney or other form of authority so delivered and may conclusively
rely on, and shall be protected in acting in reliance upon, any such power of
attorney or other form of authority.
(k) Neither Frogmore, the Tender Co-ordinator nor the Tender Agent
shall accept any responsibility for failure of delivery of any electronic
acceptance of the Tender Offer or any other notice or communication. Frogmore's
determination in respect of any electronic acceptance of the Tender Offer or any
other notice or communication shall be final and binding.
(l) If the Tender Offer does not become unconditional or is
otherwise terminated or withdrawn after any Noteholder has accepted the Tender
Offer, Frogmore shall give Noteholders notice as provided herein.
8. Purchased Notes
On the Settlement Date, Frogmore will pay, or procure that there is paid, to all
Noteholders who have validly accepted the Tender Offer during the Tender Period
(and subject to the conditions described herein being either satisfied or waived
in full) the Purchase Price in return for delivery of the relevant Notes
together with any accrued but unpaid interest on the Notes to, but excluding,
the Settlement Date. Notes which are purchased on the Settlement Date pursuant
to the Tender Offer will be cancelled by Frogmore.
9. Option of declaring an Early Settlement Date
If the entire outstanding amount of the Notes is validly tendered under the
Tender Offer, Frogmore may elect not to procure that a Meeting be convened in
respect of those Notes. In that event, subject to the conditions of the Tender
Offer being satisfied or waived in full, Frogmore shall pay, or procure that
there is paid, the relevant Purchase Price, subject to delivery of the relevant
Notes, on the Early Settlement Date together with any accrued but unpaid
interest on the Notes to, but excluding, the Settlement Date. Frogmore shall
give notice in writing to the Noteholders of any such election as soon as
reasonably practicable after such election, which notice shall specify the Early
Settlement Date.
10. Withholding tax
All payments by Frogmore or persons procured by Frogmore will be made subject to
withholding of or deduction for, or on account of, any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or levied
by or on behalf of the United Kingdom or any authority therein or thereof having
power to tax.
SECTION 3
ADDITIONAL INFORMATION
1. Notes Outstanding
Notes with nominal value of #100,000,000 remain outstanding.
2. Bloomberg Quotations
The following table sets out the middle market closing price quotations for the
Notes, as derived from Bloomberg, on the first dealing day in each of the last
six months and on 6 December 2002, the latest practicable date prior to the
printing of this document.
Dates Middle Market Quotation
(#)
01/07/02 105.16
01/08/02 106.57
02/09/02 107.55
01/10/02 108.98
01/11/02 108.19
02/12/02 107.25
06/12/02 107.93
All prices and yield information has been derived from Bloomberg.
3. Directors' Interests
None of the Directors of Frogmore has any interest in the Notes.
4. Documents Available for Inspection
Copies of the following documents may be inspected during normal business hours
at the offices of HSBC Bank plc, Mariner House, Pepys Street, London EC3N 4DA
any weekday (public holidays excepted) up to and including the date of the
Meeting or any adjournment thereof and will also be available for inspection at
the Meeting or any adjournment thereof for 15 minutes prior thereto:
(a) the Memorandum and Articles of Association of Frogmore;
(b) the published audited accounts of Frogmore for each of the financial
years ended June 2001 and June 2002;
(c) the Offering Circular dated 11 November 1997 relating to the Notes;
(d) the Trust Deed constituting the Notes dated 19 November 1997
(including the terms and conditions of the Notes);
(e) the Agency Agreement dated 19 November 1997 relating to the Notes;
(f) the latest draft (subject to modification) of the Supplemental Trust
Deed to give effect to the Proposal; and
(g) the Tender Offer Document and Notice of Noteholders' Meeting dated 10
December 2002.
SECTION 4
UNITED KINGDOM TAXATION
Noteholders who accept the Tender Offer will dispose of their Notes. The
following section outlines the main tax consequences for Noteholders of this
disposal under the current law and practice of the United Kingdom which are
subject to change, possibly with retrospective effect. It applies only to
Noteholders who are resident or ordinarily resident in the United Kingdom or who
carry on a trade in the United Kingdom. It does not apply to Noteholders who are
subject to particular tax rules, or to dealers in securities. Noteholders should
consult their own independent professional adviser with regard to their tax
position.
1. Taxation of Chargeable Gains
(a) UK Corporation Taxpayers
Under the rules relating to "loan relationships" in the Finance Act 1996, any
gain or loss relating to the Notes and including any arising on a disposal of
the Notes by Noteholders who are within the charge to UK corporation tax will
generally be charged to tax as income on a basis reflecting the treatment in the
Noteholders' statutory accounts for the relevant accounting period calculated in
accordance with such Noteholders' authorised accounting method.
(b) Other UK Taxpayers
The Notes will constitute "qualifying corporate bonds" within the meaning of
section 117 of the Taxation of Chargeable Gains Act 1992. Accordingly, a
disposal by an individual Noteholder who is not within the charge to UK
corporation tax will not give rise to a chargeable gain or an allowable loss for
the purposes of the UK taxation of chargeable gains.
2. Accrued Interest
Any amount received by any non-corporate Noteholder in respect of accrued
interest will, to the extent that that Noteholder is within the charge to tax in
the UK, be subject to UK income tax.
3. Withholding tax
Noteholders who usually receive payments of interest under the Notes subject to
the deduction of an amount in respect of UK income tax will receive any amount
in respect of interest accrued but unpaid from 19 November 2002 subject to the
same deduction.
4. Stamp Duty and SDRT
No stamp duty or stamp duty reserve tax will be payable by Noteholders on
disposal of the Notes.
SECTION 5
NOTICE OF MEETING OF NOTEHOLDERS
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.
IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY ARE
RECOMMENDED TO SEEK THEIR OWN INDEPENDENT FINANCIAL ADVICE IMMEDIATELY FROM
THEIR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT
FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000
(IF THEY ARE IN THE UNITED KINGDOM), OR FROM ANOTHER APPROPRIATELY AUTHORISED
INDEPENDENT FINANCIAL ADVISER.
Notice of a Meeting of the holders of #100,000,000
8 per cent. Notes due 2007 (the "Notes") issued by Frogmore Estates Limited
("Frogmore")
Notice is hereby given that a meeting (the "Meeting") of the holders of the
above Notes (the "Noteholders") convened by Frogmore will be held at the offices
of Ashurst Morris Crisp, Broadwalk House, 5, Appold Street, London EC2A 2HA on 7
January 2003 at 11.00 a.m. (GMT) for the purpose of considering and, if thought
fit, passing the resolution set out below (the "Resolution") which will be
proposed as a "Special Quorum Resolution" in accordance with the provisions of
the Trust Deed dated 19 November 1997 made between Frogmore and Royal Exchange
Trust Company Limited (the "Trustee") and constituting the Notes.
Special Quorum Resolution
"That this Meeting of the holders of #100,000,000 8 per cent. Notes due 2007
(the "Notes") of Frogmore Estates Limited ("Frogmore") and constituted by the
Trust Deed dated 19 November 1997, (the "Trust Deed") made between Frogmore and
Royal Exchange Trust Company Limited (the "Trustee") as trustee for the holders
of the Notes (the "Noteholders") HEREBY RESOLVES:
(a) to sanction and approve the modification to the terms and conditions
of the Notes set out in the Schedule 2, Part 3 of the Trust Deed by deletion of
Condition 5(b) and its replacement with the following:
"(b) Redemption at the Option of the Company
The Company may at any time, having given not less than 10 nor more than 45
days' notice of redemption to the Noteholders in accordance with Condition 15
(Notices), redeem the Notes, in whole but not in part, at a price which shall be
the higher of the following, together with interest accrued up to but excluding
the date of redemption:
(i) par; and
(ii) that price at which the Gross Redemption Yield (as defined below) on
the Notes on the Reference Date (as defined below) is equal to the Gross
Redemption Yield (determined by reference to the middle-market price) at 3.00
p.m. (London time) on the Reference Date of 71/4 per cent. Treasury Stock 2007
while that stock is in issue (and thereafter such government stock as the
Trustee, with the advice of the three brokers and/or Gilt-edged market makers or
such other three persons operating in the Gilt-edged market as the Trustee may
approve, may agree to be appropriate) plus 1.45 per cent.
For the purpose of this Condition 5(b):
"Gross Redemption Yield" means the gross redemption yield as calculated by the
Company in accordance with a methodology that is generally accepted in the
market; and
"Reference Date" means the date which is the fourth dealing day in London prior
to the publication of the notice of redemption referred to in this Condition 5
(b)."
(b) to authorise, request and direct the Trustee to concur in and execute
and do all such deeds, instruments, acts and things as may be necessary or
desirable, in the opinion of the Trustee, to give effect to the aforementioned
modification and the Resolution and in particular (but without limitation) to
enter into a Supplemental Trust Deed to amend the Trust Deed in the form of the
draft produced to this Meeting and initialled by the Chairman hereof for the
purpose of identification with such modifications thereto (if any) as the
Trustee may require or approve; and
(c) to sanction every modification, abrogation or compromise of, or
arrangement in respect of, the rights of the Noteholders against Frogmore
whether such rights shall arise under the Trust Deed or the Notes or otherwise
involved in or resulting from the implementation of the aforementioned
modification."
General
Noteholders should note that Rothschild is not in a position to offer to
Noteholders any financial or other advice concerning the Proposal, or to accept
any liability relating thereto. Rothschild recommends Noteholders who are in any
doubt as to the impact of the Proposal to seek their own independent
professional advice.
Quorum and Voting at the Meeting
1. The provisions governing the convening and holding of the
Meeting are set out in Schedule 3 to the Trust Deed.
2. A Noteholder wishing to attend and vote in person at the
Meeting must produce at such Meeting a valid voting certificate issued by a
Paying Agent named below for the Notes in respect of which he wishes to vote. A
Noteholder not wishing to attend and vote at the Meeting in person may deliver
his voting certificate to the person whom he wishes to attend on his behalf or
give a voting instruction in accordance with the procedures of Clearstream
Banking, societe anonyme ("Clearstream, Luxembourg") or Euroclear Bank S.A./N.V.
as operator of the Euroclear system ("Euroclear") appointing two employees of
the Principal Paying Agent to act as proxy to attend and vote at the Meeting in
accordance with its instructions.
An accountholder with Euroclear or Clearstream, Luxembourg (an "Accountholder")
who wishes to obtain a voting certificate or appoint a proxy as mentioned above
to attend and vote at the Meeting (or, if applicable, any adjournment thereof)
on his behalf should not less than 48 hours before the time appointed for the
holding of the Meeting (or, if applicable, any adjournment thereof) or in the
relevant time limit specified by Euroclear or Clearstream, Luxembourg, as the
case may be, request the relevant Clearing System to block the Notes in his own
account and to hold the same to the order or under the control of the Principal
Paying Agent named below.
An Accountholder whose Notes have been so blocked will thus be able to obtain a
voting certificate from, or procure that the voting instruction is given in
accordance with the procedures of Euroclear or Clearstream, Luxembourg, to the
Principal Paying Agent.
Any Noteholder wishing to accept the Tender Offer must direct that the Tender
Agent appoint two of its employees to act as its proxies to attend and vote at
the Meeting.
Any Note(s) so held and blocked for either of these purposes will be released to
the Accountholder by the relevant Clearing System and any Note delivered to a
Paying Agent for the issue of a voting certificate or voting instruction will be
released to the relevant Noteholder (i) at the conclusion of the Meeting (or, if
later, any adjourned meeting) or (ii) (within the time limit specified by the
relevant Clearing System if relevant) upon the surrender to the relevant Paying
Agent of the voting certificate(s) and if relevant, notification by the relevant
Paying Agent in the relevant Clearing System of such surrender or the compliance
in such other manner with the rules of the relevant Clearing System or (iii)
(within the time limit specified by the relevant Clearing System if relevant)
upon the surrender not less than 48 hours before the time appointed for the
holding of the relevant Meeting (or, if applicable, any adjourned such meeting),
of the voting instruction receipt(s) issued by it in respect of such Note(s) or
(iv) upon such Note(s) ceasing in accordance with the procedures of the relevant
Clearing System and with the agreement of such Paying Agent to be held to its
order or under its control; provided, however, in the case of (iii) and (iv)
above, that if the relevant Paying Agent has caused a block voting instruction
to be delivered to Frogmore in respect of such Note(s), such Note(s) will not be
released to the relevant Accountholder or Noteholder unless and until the
relevant Paying Agent has notified Frogmore of the necessary revocation of or
amendment to such block voting instruction.
3. The quorum required at the Meeting for the purpose of
passing the proposed Resolution is two or more persons present in person holding
Notes or voting certificates or being proxies or representatives and holding or
representing in the aggregate not less than 75 per cent. in principal amount of
the Notes then outstanding. If, within fifteen minutes after the time fixed for
holding the Meeting, a quorum is not present, the Meeting will stand adjourned
for not less than 14 nor more than 42 days and the Resolution will be considered
at an adjourned meeting (notice of which will be given to Noteholders at least
10 days prior to such adjourned meeting). The quorum at such an adjourned
meeting will be two or more persons present in person holding Notes or voting
certificates or being proxies or representatives and holding or representing in
the aggregate not less than 25 per cent. in principal amount of the Notes then
outstanding.
4. The Resolution submitted to the Meeting shall be decided
in the first instance by a show of hands unless a poll is (before, or on the
declaration of the result of, the show of hands) demanded by the chairman of the
Meeting, by Frogmore or by one or more persons holding or representing not less
than 2 per cent. in principal amount of the Notes then outstanding.
5. On a show of hands every person who is present in person
and who produces a Note or a voting certificate or is a proxy or a
representative shall have one vote and on a poll every person who is so present
shall have one vote in respect of each #10,000 in principal amount of Notes so
produced or represented by the voting certificate so produced or in respect of
which he is a proxy or a representative.
6. To be passed, the Resolution requires a majority in
favour consisting of not less than 75 per cent. of the votes cast. If passed,
the Resolution will be binding upon all Noteholders, whether or not present at
such Meeting and whether or not they vote in favour, and all Noteholders shall
be bound to give effect thereto.
The attention of Noteholders is particularly drawn to the quorum required for
the Meeting and for any adjourned meeting, which is set out in paragraph 3
above. Having regard to such requirements, Noteholders are particularly
requested to take steps to be represented at the Meeting, as set out above, as
soon as possible or to attend the Meeting in person.
7. The Noteholders will be notified in accordance with the
terms of the Trust Deed, including by publication in the Financial Times or
another leading English language daily newspaper published in London, of the
passing of the Resolution within 14 days, but may contact the Principal Paying
Agent at any time following the conclusion of the Meeting for the purpose of
ascertaining whether or not the Resolution was passed at the Meeting. In
addition notification will be provided to the Clearing Systems and to the
Regulatory News Service.
This Notice is governed by, and shall be construed in accordance with, English
law.
Noteholders should contact the following for information on voting at the
Meeting.
Principal Paying Agent
HSBC Bank plc
Mariner House
Pepys Street
London EC3N 4DA
Tel No: 020 7260 6702
Fax No: 020 7260 8932
Paying Agent
Banque Internationale a Luxembourg
69, route d'Esch
L-2953 Luxembourg
Clearing Systems
Euroclear Clearstream, Luxembourg
Contact: Custody Operations Contact: Custody Operations
Tel No: +322 224 1287 Tel No: +352 44 99 42336
Fax No: +322 224 1211 Fax No: +352 44 99 28210
This Notice is given by:
Frogmore Estates Limited
11-15 Wigmore Street
London W1A 2JZ
Dated 10 December 2002
SECTION 6
DEFINITIONS
In this document, the following words and expressions have, unless the context
otherwise requires, the meanings set out below:
"ABI" means the Association of British Insurers;
"Account" means the account of a Noteholder held at a Clearing System specified
in the electronic acceptance of the Tender Offer;
"Amendment" means the amendment to Condition 5(b) of the terms and conditions of
the Trust Deed as set out in section 5 of this document;
"Business Day" means a day (not being a Saturday or a Sunday) on which banks and
foreign exchange markets are open for business in London, Luxembourg and
Brussels;
"CET" means Central European Time;
"Clearing System" means Euroclear and/or Clearstream, Luxembourg;
"Clearstream, Luxembourg" means Clearstream Banking, societe anonyme;
"Closing Date" means 3 January 2002, or such later date as may be agreed between
Frogmore and the Tender Co-ordinator subject always to the rights of Frogmore to
re-open, terminate, withdraw and/or amend the Tender Offer pursuant to
paragraphs 5 and 6 of section 2 of this document;
"Committee" means a committee of the ABI established to consider the Proposal;
"Early Settlement Date" means, in circumstances where Frogmore elects not to
convene a Meeting under the terms of the Tender Offer, the tenth Business Day
after the date on which Frogmore gives notice to the Noteholders of such
election;
"Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear system;
"Frogmore" means Frogmore Estates Limited previously known as Frogmore Estates
plc in whose name the Notes were originally issued;
"GMT" means Greenwich Mean Time;
"Gross Redemption Yield" means the gross redemption yield as calculated by the
Tender Co-ordinator using a methodology that is generally accepted in the
market;
"Holders" means the several persons who are for the time being Holders of the
Notes (being, the bearers thereof which expression shall, whilst any global Note
remains outstanding, mean in relation to the Notes represented thereby each
person who is for the time being shown in the records of Euroclear or of
Clearstream as the Holder of a particular principal amount of such Notes); and
the words "Holder" and "Holders" and related expressions shall (where
appropriate) be construed accordingly;
"London Stock Exchange" means the London Stock Exchange plc;
"Meeting" means the meeting of Noteholders to be convened to consider the
Resolution as described in section 5 of this document;
"North Row" means North Row Estates Limited;
"Noteholder" means the several persons who are for the time being Holders of the
Notes;
"Notes" means the #100,000,000 8 per cent. Notes due 2007 of Frogmore;
"Notice to Noteholders' Meeting" means the notice to Noteholders of the Meeting,
to be held on 7 January 2003, constituted by this document and by a notice in
the Financial Times;
"Paying Agents" means the paying agents for the Notes, being on the date of this
document, HSBC Bank plc and Banque Internationale a Luxembourg S.A.;
"Principal Paying Agent" means the principal paying agent for the Notes, being
on the date of this document, HSBC Bank plc;
"Proposal" means the Tender Offer and the Resolution as described herein;
"Purchase Price" means the price payable on the Settlement Date in respect for
the Notes purchased pursuant to the Tender Offer;
"Reference Gilt" means 71/4 per cent. Treasury Stock 2007;
"Regulatory News Service" means a regulatory information service at the London
Stock Exchange;
"Resolution" means, the special quorum resolution to be proposed at the
Noteholders' Meeting as described herein;
"Rothschild" means N M Rothschild & Sons Limited;
"Settlement Date" means the sixth Business Day after the date on which the
Meeting in relation to the Resolution (or if applicable, any adjourned such
meeting) is held or, if Frogmore exercises its right not to convene a Meeting in
respect of the Notes, the Early Settlement Date;
"Supplemental Trust Deed" means the supplemental trust deed to be dated on or
around 10 January 2003 to be made between Frogmore, certain of its subsidiaries
and the Trustee;
"Tender Agent" means HSBC Bank plc at its office at Mariner House, Pepys Street
London EC3N 4DA;
"Tender Co-ordinator" means Rothschild;
"Tender Offer" means the offer by Frogmore to purchase or, at Frogmore's option,
to procure the purchase of, Notes, on and subject to the terms and conditions
set out herein;
"Tender Offer Document" means this document;
"Tendered Notes" means Notes which are the subject of acceptance under the
Tender Offer in accordance with paragraph 3 of section 2 of this document;
"Tender Period" means the period from and including 10 December 2002 to 5.00
p.m. (CET) (4.00 p.m. (GMT)) on the Closing Date;
"Trust Deed" means the Trust Deed dated 19 November 1997 made between Frogmore,
certain of its subsidiaries and Royal Exchange Trust Company Limited; and
"Trustee" means Royal Exchange Trust Company Limited.
TENDER CO-ORDINATOR
N M Rothschild & Sons Limited
New Court
St. Swithin's Lane
London EC4P 4DU
Attention: Robert Leitao
Tel No: 020 7280 5000
Fax No: 020 7280 1916
TENDER AGENT
HSBC Bank plc
Mariner House
Pepys Street
London EC3N 4DA
Attention: Mark Allen
Issuer Services Operations
Tel No: 020 7260 6702
Fax No: 020 7260 8932
CLEARING SYSTEMS
Euroclear
Euroclear Bank S.A./N.V.
1 Boulevard du Rui Albert II
B-1210 Brussels
Belgium
Attention: Custody Operations
Tel No: +32 2224 1287
Fax No: +32 2224 1211
Clearstream, Luxembourg
Clearstream Banking, societe anonyme
67 Bd Grande-Duchesse Charlotte
Attention: Custody Operations
Tel No: +352 4499 42336
Fax No: +352 4499 28 210
This information is provided by RNS
The company news service from the London Stock Exchange
END
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