RNS Number:4724X
PSA International Pte Ltd
26 January 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM CANADA, JAPAN OR THE UNITED STATES
26 January 2006
Recommended cash acquisition of The Peninsular and Oriental Steam Navigation
Company ("P&O") by PSA Venture (UK) Limited (the "Offeror"), a wholly owned
subsidiary of PSA International Pte Ltd ("PSA")
Summary
The Board of Directors of the Offeror and P&O today announce that they have
reached agreement on the terms of a recommended cash offer for the acquisition
of the entire issued and to be issued Deferred Stock of P&O (the "Offer").
The Offer values each unit of Deferred Stock at 470 pence, valuing the entire
existing issued Deferred Stock of P&O at approximately #3,545 million. A Loan
Note Alternative will also be provided to Deferred Stockholders as part of the
terms of the Offer.
At completion of the Offer, the operations of P&O will be merged with those of
the Offeror's parent, Singapore based PSA, creating one of the world's largest
port operators.
The Offeror believes that the Offer represents compelling value for all P&O
Deferred Stockholders equating to:
(i) a premium of approximately 55 per cent. to the Closing Price of
303.5 pence for each unit of Deferred Stock on 27 October 2005, the last
business day prior to the speculation regarding a possible offer for P&O;
(ii) a premium of approximately 6 per cent. to the price payable for
each unit of Deferred Stock under the Thunder Offer; and
(iii) a 2004 price earnings multiple of 26.0x.
Proposals are being made by the Offeror to the holders of Concessionary Stock on
terms similar to those available under the Thunder Offer, including providing
them with the opportunity to continue to enjoy concessionary fares on P&O
Ferries with the Offeror acquiring the corresponding units of Concessionary
Stock.
Proposals are being made by the Offeror to holders of Preferred Stock on terms
similar to those available under the Thunder Offer.
The conditions to the Offer are set out in Appendix I. In particular, PSA would
like to draw attention to the 50 per cent. acceptance condition.
The directors of P&O, who have been so advised by Citigroup Global Markets
Limited ("Citigroup") and N M Rothschild & Sons Limited ("Rothschild"), consider
the terms of the Offers (constituting the Offer, the Concessionary Offer and the
Preferred Offer) to be fair and reasonable. In providing advice to the directors
of P&O, Citigroup and Rothschild have taken into account the commercial
assessments of the directors of P&O. Accordingly, the directors of P&O
unanimously recommend the Offers and have withdrawn their recommendation of the
Thunder Offer.
Mr Fock Siew Wah, Chairman of PSA, said: "I strongly believe that the
combination of PSA and P&O, two great companies with complementary strategic,
operational and geographical growth positions, will create the strongest
business platform that will enable us to serve our global customers better and
deliver significant value in the future to our stakeholders. We will have an
enlarged port group that will have the financial resources, scale and global
connectivity to compete even more effectively and successfully in the port
marketplace.
It is our intention to integrate quickly in order to add value to the businesses
of the combined group, including ferries. We also recognise the importance of P&
O's workforce to our future success and look forward to welcoming them into the
enlarged Group.
We are also pleased that Robert Woods, CEO of P&O, has agreed to stay on in the
enlarged group to ensure a smooth transition. Robert will be CEO of the UK
businesses and Chairman of the Ferries Division."
Sir John Parker, P&O's Chairman said: "PSA's Offer to Deferred Stockholders of
470p represents a 6% increase over Thunder's offer of 443p. With regard to
deliverability, PSA has given us undertakings to meet any requirements of the
regulatory authorities.
PSA will be a strong owner of P&O's businesses. We welcome their statement
regarding the role P&O's management and employees will continue to play in the
ongoing success of the new group across all business divisions."
PSA is being advised on the Offers by UBS Investment Bank and Goldman Sachs
International.
This summary should be read in conjunction with, and is subject to, the full
text of the attached Rule 2.5 announcement. The Offers are conditional on the
satisfaction of the conditions and terms set out in Appendix I of the Rule 2.5
announcement.
ENQUIRIES
PSA P&O
Fock Siew Wah Sir John Parker
Eddie Teh Nick Luff
Tel: +44 (0) 20 7353 4200 Tel: +44 (0) 20 7404 5959
UBS Investment Bank Citigroup
(financial adviser and corporate broker to the Offeror and (financial adviser and corporate broker to P&O)
PSA)
Tom Cooper Robert Swannell
Jonathan Rowley Peter Tague
Wendell Brooks
David Plowman
David James (corporate broking)
Simon Alexander (corporate broking)
Tel: +44 (0) 20 7567 8000 Tel: +44 (0) 20 7986 4000
Goldman Sachs International Rothschild
(financial adviser to the Offeror and PSA) (financial adviser to P&O)
Nick Reid Nigel Higgins
Akshaya Prasad Crispin Wright
Ravi Gupta
Tel: +44 (0) 20 7774 1000 Tel: +44 (0) 20 7280 5000
Tulchan Communications Morgan Stanley
(PR adviser to the Offeror and PSA) (corporate broker to P&O)
Andrew Grant Nick Wiles
David Trenchard Tim Pratelli
Tel: +44 (0) 20 7353 4200 Tel: + 44 (0) 20 7425 8000
Brunswick Group
(PR adviser to P&O)
Sophie Fitton
Kate Miller
Tel: +44 (0) 20 7404 5959
The Offer Document and the Forms of Acceptance will be posted to P&O
Stockholders and, for information only, to participants in the P&O Stock Schemes
(other than, in each case, to persons with addresses in any Restricted
Jurisdiction), as soon as practicable and in any event within twenty-eight days
of this announcement unless otherwise agreed with the Panel.
This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale, issuance or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law. The Offers will be made solely by the Offer
Document and the Forms of Acceptance accompanying the Offer Document, which will
contain the full terms and conditions of the Offers, including details of how
the Offers may be accepted.
UBS Limited ("UBS" or "UBS Investment Bank") is acting exclusively as financial
adviser and corporate broker to PSA and the Offeror in connection with the
Offers and no one else and will not be responsible to anyone other than PSA and
Offeror for providing the protections afforded to customers of UBS or for
providing advice in relation to the Offers or any other matter referred to in
this announcement.
Goldman Sachs International ("Goldman Sachs") is acting exclusively as financial
adviser to PSA and the Offeror in connection with the Offers and no one else and
will not be responsible to anyone other than PSA and Offeror for providing the
protections afforded to customers of Goldman Sachs or for providing advice in
relation to the Offers or any other matter referred to in this announcement.
Citigroup Global Markets Limited ("Citigroup") is acting as financial adviser
and corporate broker to P&O and no one else in connection with the Offers and
will not be responsible to any other person for providing the protections
afforded to clients of Citigroup or for providing advice in relation to the
Offers or any other matters referred to in this announcement.
N M Rothschild & Sons Limited ("Rothschild") is acting as financial adviser to P
&O and no one else in connection with the Offers and will not be responsible to
any other person for providing the protections afforded to clients of Rothschild
or for providing advice in relation to the Offers or any other matters referred
to in this announcement.
Morgan Stanley & Co Limited ("Morgan Stanley") is acting as corporate broker to
P&O and no one else in connection with the Offers and will not be responsible to
any other person for providing the protections afforded to clients of Morgan
Stanley or for providing advice in relation to the Offers or any other matters
referred to in this announcement.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
Copies of this announcement and any formal documentation relating to the Offers
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted Jurisdiction
and will not be capable of acceptance by any such use, instrumentality or
facility within any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted Jurisdiction.
The Offers (unless otherwise determined by PSA and the Offeror and permitted by
applicable law and regulation) will not be made, directly or indirectly, in or
into, or by the use of mails of, or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facility of a national, state or other securities exchange
of, any Restricted Jurisdiction and the Offers will not be capable of acceptance
by any such use, means, instrumentality or facilities.
The ability of P&O Stockholders who are not resident in the United Kingdom to
accept the Offers may be affected by the laws of the relevant jurisdictions in
which they are located. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable requirements.
The Loan Notes to be issued to Deferred Stockholders in connection with the
Offer have not been, and will not be listed on any stock exchange, and have not
been and will not be, registered under the Securities Act or under the
securities laws of any state, territory, district or other jurisdiction of the
United States, and the Loan Notes have not been, nor will they be, registered
under or offered in compliance with applicable securities laws of any state,
province, territory or jurisdiction of Canada, Australia, Japan or any other
jurisdiction in which the offer of Loan Notes would constitute a violation of
relevant laws or require registration of the Loan Notes. The Loan Notes are not
being, and may not be, offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Canada, Australia, Japan or any other
jurisdiction in which the offer of Loan Notes would constitute a violation of
relevant laws or require registration of the Loan Notes or to, or for, the
account or benefit of, any US person or any person resident in the United
States, Canada, Australia, Japan or any other such jurisdiction.
Terms used in this summary shall have the meaning given to them in Appendix III
to the attached Rule 2.5 announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "
interested" (directly or indirectly) in 1 per cent. or more of any class of "
relevant securities" of P&O, all "dealings" in any "relevant securities" of P&O
(including by means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by no later than 3.30
pm (London time) on the London business day following the date of the relevant
transaction. This requirement will continue until the date on which the offer
becomes or is declared unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of P&O, they will be
deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of P&O by PSA or P&O, or by any of their respective "associates",
must be disclosed by no later than 12.00 noon (London time) on the London
business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
Forward Looking Statements
This announcement contains statements about PSA, the Offeror and P&O that are or
may be forward looking statements. All statements other than statements of
historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words 'targets', 'plans', 'believes', 'expects', 'aims', 'intends',
'will', 'may', 'anticipates', 'estimates', 'projects' or words or terms of
similar substance or the negative thereof are forward-looking statements.
Forward-looking statements include statements relating to the following (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion and
growth of PSA's, the Offeror's or P&O's operations and potential synergies
resulting from the Offer; and (iii) the effects of government regulation on
PSA's, the Offeror's or P&O's business.
These forward-looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of PSA, the Offeror or of P&O. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
any such person, or industry results, to be materially different from any
results, performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the future. You
are cautioned not to place undue reliance on the forward-looking statements,
which speak only as of the date they were made. All subsequent oral or written
forward-looking statements attributable to PSA, the Offeror or P&O or any of
their members or any persons acting on their behalf are expressly qualified in
their entirety by the cautionary statement above. All forward-looking statements
included in this announcement are based on information available to us on the
date hereof. Investors should not place undue reliance on such forward-looking
statements, and neither PSA, the Offeror nor P&O undertakes any obligation to
update publicly or revise any forward-looking statements.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM CANADA, JAPAN OR THE UNITED STATES
26 January 2006
RECOMMENDED CASH OFFERS
to be made by
UBS INVESTMENT BANK & GOLDMAN SACHS INTERNATIONAL
on behalf of PSA Venture (UK) Limited ("the Offeror")
a company wholly owned by PSA International Pte Ltd ("PSA")
for
The Peninsular and Oriental Steam Navigation Company ("P&O")
1. Introduction
On 29 November 2005, Thunder and P&O announced a recommended cash offer for P&O,
to be effected by way of scheme of arrangement, valuing each unit of Deferred
Stock at 443p. On 20 December 2005, P&O issued its scheme document and invited P
&O Stockholders to vote on the Thunder Offer at the Thunder Scheme Meetings on
20 January 2006.
On 9 January 2006 PSA made an approach to P&O with respect to a potential offer
for P&O. Accordingly, on 10 January 2006 P&O announced that it intended to
adjourn the Thunder Scheme Meetings for approximately two weeks in order to
allow PSA a limited period to make a firm offer. Since then, PSA has reviewed
the due diligence information provided to it by P&O and has held discussions
with P&O management, the trustees of the P&O UK Pension Scheme as well as other
key stakeholders in the Company. On 20 January the Thunder Scheme Meetings were
adjourned to a date no later than 15 February 2006.
Following completion of its due diligence, PSA has determined that it wishes to
make an offer to P&O's Deferred Stockholders. Accordingly, the Board of
Directors of the Offeror and P&O today announce that they have reached agreement
on the terms of recommended cash offers, to be made by UBS Investment Bank and
Goldman Sachs International on behalf of the Offeror, for the acquisition of the
entire issued and to be issued Deferred Stock, Concessionary Stock and Preferred
Stock of P&O.
The Offeror is a newly-formed English company established for the purpose of
acquiring P&O, and is an indirect wholly owned subsidiary of PSA.
2. The Offer
Under the Offer, which will be subject to the conditions set out in Appendix I
and to the full terms and conditions to be set out in the Offer Document, P&O
Deferred Stockholders will receive:
for each unit of P&O Deferred Stock 470 pence in cash
The Offer values the entire existing issued and to be issued Deferred Stock
capital of P&O at approximately #3,545 million. A Loan Note Alternative will
also be provided on terms similar to those in the Thunder Offer.
The Offeror believes that the Offer represents compelling value for all P&O
Deferred Stockholders, equating to:
(i) a premium of approximately 55 per cent. to the
Closing Price of 303.5 pence for each unit of Deferred Stock on 27 October 2005,
the last business day prior to the speculation regarding a possible offer for P&
O;
(ii) a premium of approximately 6 per cent. to the price
payable per unit of Deferred Stock under the Thunder Offer; and
(iii) a 2004 price earnings multiple of 26.0x.
The Offer is subject to a minimum acceptance condition of 50 per cent. of P&O's
fully diluted voting stock capital.
The Offer extends to all units of Deferred Stock unconditionally allotted or
issued while the Offer remains open for acceptance (or such earlier date as the
Offeror may, subject to the City Code, decide). The units of Deferred Stock will
be acquired pursuant to the Offer by, or on behalf of, the Offeror fully paid
and free from all liens, equities, mortgages, charges, encumbrances, rights of
pre-emption and other third party rights and interests of any nature whatsoever
and together with all rights now and hereafter attaching thereto, including all
voting rights and the right to receive and retain all dividends and other
distributions announced, declared, made or paid on or after the date of this
announcement together with all interest accrued thereon. If any dividend, other
distribution or return of capital is declared, made or paid on or after the date
of this announcement, the Offeror reserves the right to reduce the Offer Price
by the amount of such dividend, distribution or return of capital.
The sources and bases of certain financial information contained in this
announcement are set out in Appendix II.
3. Disclosure of interests in P&O
PSA currently owns 30,782,948 units of Deferred Stock, representing
approximately 4.1 per cent. of the issued Deferred Stock of P&O.
4. Concessionary Stock
In line with the statement released by P&O on 10 January 2006, the Offeror is
making an offer for the Concessionary Stock on terms similar to those available
under the Thunder Offer. The Concessionary Offer is subject to the Offer
becoming or being declared unconditional in all respects.
Under the terms of the Concessionary Offer, Concessionary Stockholders will
receive:
for each unit of Concessionary Stock #1.20 (plus an amount equal to any accrued dividend) in
cash
Concessionary Stockholders are able to elect to receive in respect of the whole
or any part of their holding of Concessionary Stock, as an alternative to the
120 pence cash consideration to which they would have been entitled under the
Concessionary Offer, the following:
for each unit of Concessionary Stock #1 (plus an amount equal to any accrued dividend) in cash
plus one Concessionary Unit providing continuing rights
to discounted ferry fares
Concessionary Stockholders who elect for #1 plus an amount equal to any accrued
dividend in cash plus a Concessionary Unit will be entitled to the same
discounted fares on certain P&O car ferries as they would have been entitled to
under the Concessionary Fare Scheme if they had held the same number of units of
Concessionary Stock. Discounts will continue to be calculated by reference to
the number of Concessionary Units held.
Upon the Offer being or becoming declared unconditional in all respects, P&O
Ferries will enter into the Concessionary Fare Deed Poll which will be on the
same terms proposed by Thunder in the Thunder Offer. Such deed poll, a summary
of the terms of which will be included in the Offer Document, will replicate
those rights attaching to Concessionary Stock to which Concessionary
Stockholders are currently entitled under the Concessionary Fare Scheme.
It is important to note that holders of the Concessionary Units will no longer
be Stockholders in P&O. In the event that the Concessionary Fare Scheme ceases
to operate, holders of Concessionary Units will be entitled to receive a cash
payment of 20 pence per Concessionary Unit held. This payment is intended to
replicate the existing right of Concessionary Stockholders under the
Concessionary Fare Scheme to receive a payment of #1.20 in the event that the
Concessionary Fare Scheme was discontinued by P&O.
Concessionary Stockholders will have already received the #1 cash consideration
under these Proposals and the additional 20 pence payment in the event that the
Concessionary Fare Scheme is discontinued will replicate the existing right to a
payment of #1.20.
The Concessionary Units will be transferable but will not be listed on any stock
exchange.
Further details of this proposal will be set out in the Offer Document to be
sent to P&O Stockholders in due course.
5. Preferred Stock
In line with the statement released by P&O on 10 January 2006, the Offeror is
making an offer for the Preferred Stock on terms similar to those available
under the Thunder Offer. The Preferred Offer is subject to the Offer becoming or
being declared unconditional in all respects.
Under the terms of the Preferred Offer, Preferred Stockholders will receive:
for each unit of Preferred Stock #1 (plus an amount equal to any accrued dividend) in cash
plus such sum as would have been paid to them in
accordance with Regulation 5(b)(ii) of the Company's
Charter as if the Company had gone into liquidation and
the liquidation had commenced on the date the Offer
becomes or is declared unconditional in all respects
Further details of this proposal will be set out in the Offer Document to be
sent to P&O Stockholders in due course.
6. Financing of the Offers
Full acceptance of the Offers (and assuming the exercise of all options) would
result in a maximum cash consideration of approximately #3.7 billion being
payable by the Offeror to P&O Stockholders. This cash consideration will be
provided from funding available to PSA and its subsidiaries. Accordingly, Kranji
(Netherlands) Investment BV an indirect wholly owned subsidiary of PSA and the
Offeror's immediate parent company has entered into committed debt financing
agreements arranged and underwritten equally by Goldman Sachs International, The
Royal Bank of Scotland plc and UBS AG to fund the Offers and to enable the
Offeror to fulfil its commitments under the terms of the Offers. Further
information on the financing of the Offers will be set out in the Offer
Document.
7. Background to and reasons for the recommendation of the Offers by
the directors of P&O
On 20 December 2005, the Board of P&O wrote to Stockholders to explain why the
Board was unanimously recommending Thunder's acquisition of P&O to be
implemented by way of Court sanctioned schemes of arrangement. Under the terms
of the acquisition, Thunder has offered 443 pence in cash for each unit of
deferred stock. Proposals have also been made to Preferred Stockholders and
Concessionary Stockholders.
On 10 January 2006, P&O announced that it had received an approach from PSA
which may lead to an offer to acquire the whole of the P&O Deferred Stock at 470
pence in cash per unit, subject to satisfying a number of preconditions.
In determining whether to continue to recommend Thunder's Offer or to recommend
the Offers, the Board of P&O has considered both the value being offered to P&O
Deferred Stockholders and the conditions attached to each offer.
With respect to value, the Offer for the whole of the P&O Deferred Stock at 470
pence in cash per unit is superior to Thunder's Offer of 443 pence in cash per
unit. The value of the offers being made to Preferred Stockholders and
Concessionary Stockholders by Thunder and PSA are identical.
With respect to the conditions attached to each offer, the Board of P&O believes
that Thunder's acquisition of P&O has been approved by all regulatory
authorities and is now conditional principally upon the approval of
Stockholders. While PSA has not yet received regulatory approvals for its offer,
PSA has given undertakings to P&O that it will take all steps that any
regulatory authority may require (including offering, implementing or
satisfying, or agreeing to implement or satisfy, all disposals, conditions,
obligations and undertakings that may be required by such regulatory authority)
to give its consent to, or clearance for, the Acquisition before the latest date
when the Offer can be declared unconditional in all respects.
Accordingly, in the light of current circumstances, the Board of P&O believes
that it is appropriate to withdraw its recommendation of the Thunder Offer and
to recommend the Offers.
8. Recommendation of the Offers
The directors of P&O, who have been so advised by Citigroup and Rothschild,
consider the terms of the Offers to be fair and reasonable. In providing advice
to the directors of P&O, Citigroup and Rothschild have taken into account the
commercial assessments of the directors of P&O. Accordingly, the directors of P&
O unanimously recommend the Offers and have withdrawn their recommendation of
the Thunder Offer.
9. Loan Note Alternative
As an alternative to some or all of the cash consideration which would otherwise
be receivable under the Offer, P&O Deferred Stockholders who validly accept the
Offer (other than those in any Restricted Jurisdiction) will be able to elect to
receive Loan Notes to be issued by the Offeror on the following basis:
for every #1 of cash consideration #1 nominal value of Loan Notes
The Loan Notes, which will be governed by English law, will be structured as
non-qualifying corporate bonds for UK tax purposes. The Loan Notes will be
obligations secured by way of charge of cash placed on deposit. The Loan Notes
will be issued, credited as fully paid, in amounts and integral multiples of #1
nominal value. Each Deferred Stockholder's aggregate entitlement to the Loan
Notes will be rounded down to the nearest pound and the balance of consideration
will be disregarded and will not be paid in cash.
The Loan Notes will bear interest payable at the Interest Rate, and will pay
every six months in arrears. Interest on the Loan Notes will be payable on 30
June and 31 December in each year (or, if not a Business Day, on the first
Business Day thereafter). The first interest payment will fall due on 31
December 2006 and will be in respect of the period from (and including) the date
of issue of the relevant Loan Note to (but excluding) 31 December 2006 at the
Interest Rate.
If valid elections for the Loan Note Alternative have not been received in
respect of at least #20 million in aggregate nominal value of the Loan Notes on
or before the date the Offer becomes or is declared unconditional in all
respects, no Loan Notes will be issued (unless the Board of Directors of the
Offeror determines otherwise), in which event all holders of Deferred Stock who
have elected for Loan Notes will receive cash in accordance with the terms of
the Offer. If at any point in time through the life of the Loan Notes the
principal amount outstanding to holders of Loan Notes is less than 20 per cent.
of the total principal amount of the Loan Notes originally issued, the Offeror
will be entitled to redeem compulsorily all or some of the outstanding Loan
Notes.
The Loan Notes will be redeemable, in whole or in part, at the option of the
holders on 31 December 2006 (or in the event that the Loan Notes are issued
after 30 June 2006, 30 June 2007) and thereafter on any interest payment date
falling prior to 31 December 2010 (or, if not a Business Day, on the first
Business Day thereafter). Unless previously redeemed or purchased, the Loan
Notes will be redeemed on 31 December 2010 (or, if not a Business Day, on the
first Business Day thereafter).
The Loan Notes to be issued in connection with the Offer have not been, nor will
they be, registered under the Securities Act or under the securities laws of any
state, territory, district or other jurisdiction of the United States and the
Loan Notes have not been, nor will they be, registered under or offered in
compliance with applicable securities laws of any state, province, territory or
jurisdiction of Canada, Australia or Japan. Accordingly, the Loan Note
Alternative is not being made available to Deferred Stockholders in the United
States, Canada, Australia or Japan and the Loan Notes are not being, and may not
be offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Canada, Australia or Japan or to, or for the account or benefit
of, any US person in the United States, Canada, Australia or Japan or any
Restricted Jurisdiction.
The Loan Notes will not be transferable and no application will be made for them
to be listed on, or dealt on, any stock exchange or other trading facility.
All dates referred to in this paragraph 9 are based on the currently anticipated
timetable for implementation of the Offer and may be subject to change.
The Loan Note Alternative will be conditional on the Offer becoming or being
declared unconditional in all respects. The Loan Note Alternative will remain
open for acceptance until the Offer becomes or is declared unconditional in all
respects. Full details of the Loan Note Alternative will be contained in the
Offer Document.
10. Background to and reasons for the Offer
PSA is recognised as one of the world's leading port operators with particular
strengths in operational excellence and technology.
On completion of the Offer, PSA would seek to work in global partnership with P&
O, bringing relationships, specialist skills and significant strategic,
commercial and financial expertise to bear to enhance the performance of the
combined business and create a platform for future growth and development.
PSA expects the Offer to be cleared by all relevant regulatory authorities. PSA
has contractually committed with P&O to offer, implement or satisfy disposals,
conditions, obligations and undertakings that may be required by such regulatory
authorities to give their consent to, or clearance for, the Acquisition before
the latest date when the Offer can be declared unconditional in all respects.
11. Information on P&O
P&O is a leading international ports and transport company with operations in
ports, ferries and property development.
P&O Ports operates 29 container terminals and logistics operations at over 100
ports in 19 countries. The Company's main service is containerised cargo
handling based on long-term concessions to operate terminals in ports which
offer strong growth opportunities. P&O Ports specialises in origin and
destination cargo and in running common user terminals, offering excellent
service to all shipping customers. The effectiveness of P&O's terminal
operations will be further enhanced with the forthcoming implementation of a
proprietary integrated management information system, ISIS, that will be capable
of covering all port operations worldwide.
As at 30 June 2005, P&O had some #1.3 billion invested in its portfolio of ports
through its regional offices in Mumbai, Sydney, Newark, Manila and Antwerp. It
already has over half of its ports assets in the fast growing Asian markets,
with terminals in key countries such as India and China. Major opportunities in
development include London Gateway Port and Business Park for which the UK
Government announced it was 'minded to grant' approval in July last year. When
complete, the port will be capable of handling 3.5 million TEU, making it one of
the largest in Europe. P&O also provides a range of Maritime Services.
P&O Ferries operates routes for freight and tourist passengers between the UK
and France, Belgium, the Netherlands, Ireland and Spain. It operates a total
fleet of 26 ships. P&O Ferrymasters, the European road haulage and freight
management business, is also part of P&O Ferries.
P&O also has property interests in the US, the UK and Continental Europe.
For the year ended 31 December 2004, as restated in accordance with IFRS, P&O
reported consolidated turnover of #2.5 billion, group operating profit before
separately disclosable items of #214.5 million and underlying earnings per share
of 18.1p. Total equity as at 31 December 2004 was #758.6 million.
For the six months ended 30 June 2005, P&O reported consolidated turnover of
#1.3 billion (2004: #1.1 billion), group operating profit before separately
disclosable items of #76.9 million (2004: #97.7 million) and underlying earnings
per share of 5.9p (2004: 6.5p).
12. Information on PSA
PSA is a global player in the ports and terminals business with investments in
19 port projects in 11 countries - Singapore, Belgium, Brunei, China, India,
Italy, Japan, Netherlands, Portugal, South Korea and Thailand. In 2005, PSA
expects to handle an estimated 40 million TEUs of containers at all its ports
around the world.
PSA is headquartered in Singapore where its flagship Singapore Terminals
operates the world's largest transhipment hub. PSA's Singapore Terminals
provides shippers with a choice of 200 shipping lines with connections to 600
ports in 123 countries. This includes daily sailings to every major port in the
world.
PSA's terminals span half the globe in Asia, China and Europe. Through these
port projects, PSA delivers its award-winning service to shipping line customers
so that they can enjoy high levels of efficiency and reliability - attributes
which have long been the hallmark of PSA. PSA continues to bring its experience
and expertise in port management and operations to ports around the world.
PSA also provides a comprehensive range of ocean and harbour marine services,
hub-related logistics services and port IT services to complement its global
ports and terminals business.
PSA is a pioneer in the innovative application of technology to deliver
significant enhancements in efficiency. At PSA's Singapore Terminals, a
flow-through gate system processes one truck every 25 seconds, and remotely
operated yard cranes are deployed at its new Pasir Panjang Terminal.
For the year ended 31 December 2004 PSA reported consolidated turnover of S$3.6
billion, group operating profit of S$1.2 billion and earnings per share of
S$1.45. Total equity as at 31 December 2004 was S$4.0 billion.
13. Management and employees
The Offeror regards the management and employees of P&O as key to the ongoing
success of the combined group. The Offeror confirms that following the Offer
becoming or being declared unconditional in all respects, the existing
employment rights of all employees of P&O will be fully safeguarded.
14. Pensions
The Offeror has reached an agreement in principle with the trustees of the P&O
UK Pension Scheme about how the pension scheme will be operated and funded going
forward. Under the terms of this agreement, and following P&O's special
contribution to the P&O UK Pension Scheme of #100 million in December 2005, a
special pension contribution of #25 million will be paid into the P&O UK Pension
Scheme by P&O upon the Offer becoming or being declared unconditional in all
respects (this amount being reduced by any special pension contribution paid by
P&O into the P&O UK Pension Scheme prior to the Offer becoming or being declared
unconditional in all respects). Further deficit contributions of #75 million
will be paid into the P&O UK Pension Scheme over a 5-year period.
15. P&O Stock Schemes
The Offer will extend to any units of P&O Deferred Stock unconditionally
allotted or issued whilst the Offer remains open for acceptance (or by such
earlier date as the Offeror may, subject to the City Code, decide) pursuant to
the exercise of options or vesting of awards under the P&O Stock Schemes or
otherwise. To the extent that options under the P&O Stock Schemes are not so
exercised or do not vest, and if the Offer becomes or is declared unconditional
in all respects, appropriate proposals will be made to participants in the P&O
Stock Schemes in due course. Details of these proposals are expected to be sent
to participants in the P&O Stock Schemes in due course.
16. Implementation Agreement
P&O and PSA have entered into an Implementation Agreement, in form similar to
that agreed with Thunder (except that PSA is not seeking any inducement or break
fee), which provides, inter alia, for the implementation of the Offers and
contains certain assurances and confirmations between the parties, including
terms regarding the conduct of the business of P&O pending completion of the
Offers. PSA has also given certain undertakings that, subject to limited
exceptions, it will take such steps as are required (including by waiving
relevant Conditions) to ensure that the Offers can be completed on a timely
basis.
17. Overseas Stockholders
The availability of the Offers to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such persons
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction. Further details in relation to overseas
Stockholders will be contained in the Offer Document.
The Offers (unless otherwise determined by PSA and the Offeror and permitted by
applicable law and regulation) will not be made, directly or indirectly, in or
into, or by the use of mails of or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facility of a national, state or other securities exchange
of, any Restricted Jurisdiction and the Offers will not be capable of acceptance
by any such use, means, instrumentality or facilities.
18. Cancellation of listing
Should the Offeror, by virtue of its stockholdings and acceptances of the Offer,
have acquired or agreed to acquire P&O Stock carrying 75 per cent. of the voting
rights of P&O, and assuming the Offer becomes or is declared unconditional in
all respects and subject to any applicable requirements of the Financial
Services Authority, the Offeror intends to procure the making of applications by
P&O to the Financial Services Authority for the cancellation of the listing of
the Deferred Stock on the Official List of the UK Listing Authority and to the
London Stock Exchange for the cancellation of admission to trading of the
Deferred Stock on its market for listed securities. If this de-listing and
cancellation occurs, it will significantly reduce the liquidity and
marketability of the Deferred Stock not assented to the Offer. It is anticipated
that the de-listing and cancellation of admission to trading will take effect no
earlier than the expiry of 20 Business Days after the date on which the Offeror
has by virtue of its stockholdings and acceptances of the Offer acquired or
agreed to acquire P&O Stock carrying 75 per cent. of the voting rights of P&O.
Similar proposals will be put forward for the de-listing and cancellation of
trading of each of the Concessionary Stock and the Preferred Stock. If these
de-listings and cancellations occur, they will significantly reduce the
liquidity and marketability of the Concessionary Stock not asserted to the
Concessionary Offer and the Preferred Stock not asserted to the Preferred Offer.
19. General
The Offer Document and the Forms of Acceptance will be posted to P&O
Stockholders and, for information only, to participants in the P&O Share Schemes
(other than, in each case, to persons with addresses in, or residents of,
Restricted Jurisdictions), as soon as practicable and in any event within
twenty-eight days of the date of this announcement unless agreed otherwise with
the Panel.
The Offers and acceptances thereof will be governed by English Law. The Offer
will be subject to the applicable requirements of the City Code, the Panel, the
London Stock Exchange and the UK Listing Authority.
Save as disclosed in paragraph 3 above, neither the Offeror nor, so far as the
Offeror is aware, any person acting in concert with the Offeror, owns or
controls any units of P&O Stock or any securities convertible or exchangeable
into units of P&O Stock or any rights to subscribe for or purchase the same, or
holds any options (including traded options) in respect of, or has any option to
acquire, any units of P&O Stock or has entered into any derivatives referenced
to units of P&O Stock ("Relevant P&O Securities") which remain outstanding, nor
does any such person have any arrangement in relation to Relevant P&O
Securities. For these purposes, "arrangement" includes any indemnity or option
arrangement, any agreement or understanding, formal or informal, of whatever
nature, relating to Relevant P&O Securities which may be an inducement to deal
or refrain from dealing in such securities. "Interest" includes any long
economic exposure, whether conditional or absolute, to changes in the prices of
securities and a person is treated as having an "interest" by virtue of the
ownership or control of securities, or by virtue of any option in respect of, or
derivative referenced to, securities.
The Offer will be subject to the conditions set out in Appendix I and to the
full terms and conditions to be set out in the Offer Document and Form of
Acceptance. Certain terms used in this announcement are defined in Appendix III.
ENQUIRIES
PSA P&O
Fock Siew Wah Sir John Parker
Eddie Teh Nick Luff
Tel: +44 (0) 20 7353 4200 Tel: +44 (0) 20 7404 5959
UBS Investment Bank Citigroup
(financial adviser and corporate broker to the Offeror and (financial adviser and corporate broker to P&O)
PSA)
Tom Cooper Robert Swannell
Jonathan Rowley Peter Tague
Wendell Brooks
David Plowman
David James (corporate broking)
Simon Alexander (corporate broking)
Tel: +44 (0) 20 7567 8000 Tel: +44 (0) 20 7986 4000
Goldman Sachs International Rothschild
(financial adviser to the Offeror and PSA) (financial adviser to P&O)
Nick Reid Nigel Higgins
Akshaya Prasad Crispin Wright
Ravi Gupta
Tel: +44 (0) 20 7774 1000 Tel: +44 (0) 20 7280 5000
Tulchan Communications Morgan Stanley
(PR adviser to the Offeror and PSA) (corporate broker to P&O)
Andrew Grant Nick Wiles
David Trenchard Tim Pratelli
Tel: +44 (0) 20 7353 4200 Tel: + 44 (0) 20 7425 8000
Brunswick Group
(PR adviser to P&O)
Sophie Fitton
Kate Miller
Tel: +44 (0) 20 7404 5959
The Offer Document and the Forms of Acceptance will be posted to P&O
Stockholders and, for information only, to participants in the P&O Stock Schemes
(other than, in each case, to persons with addresses in any Restricted
Jurisdiction), as soon as practicable and in any event within twenty-eight days
of this announcement unless otherwise agreed with the Panel.
This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale, issuance or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law. The Offers will be made solely by the Offer
Document and the Forms of Acceptance accompanying the Offer Document, which will
contain the full terms and conditions of the Offers, including details of how
the Offers may be accepted.
UBS Limited ("UBS" or "UBS Investment Bank") is acting exclusively as financial
adviser and corporate broker to PSA and the Offeror in connection with the
Offers and no one else and will not be responsible to anyone other than PSA and
Offeror for providing the protections afforded to customers of UBS or for
providing advice in relation to the Offers or any other matter referred to in
this announcement.
Goldman Sachs International ("Goldman Sachs") is acting exclusively as financial
adviser to PSA and the Offeror in connection with the Offers and no one else and
will not be responsible to anyone other than PSA and Offeror for providing the
protections afforded to customers of Goldman Sachs or for providing advice in
relation to the Offers or any other matter referred to in this announcement.
Citigroup Global Markets Limited ("Citigroup") is acting as financial adviser
and corporate broker to P&O and no one else in connection with the Offers and
will not be responsible to any other person for providing the protections
afforded to clients of Citigroup or for providing advice in relation to the
Offers or any other matters referred to in this announcement.
N M Rothschild & Sons Limited ("Rothschild") is acting as financial adviser to P
&O and no one else in connection with the Offers and will not be responsible to
any other person for providing the protections afforded to clients of Rothschild
or for providing advice in relation to the Offers or any other matters referred
to in this announcement.
Morgan Stanley & Co Limited ("Morgan Stanley") is acting as corporate broker to
P&O and no one else in connection with the Offers and will not be responsible to
any other person for providing the protections afforded to clients of Morgan
Stanley or for providing advice in relation to the Offers or any other matters
referred to in this announcement.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
Copies of this announcement and any formal documentation relating to the Offers
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted Jurisdiction
and will not be capable of acceptance by any such use, instrumentality or
facility within any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted Jurisdiction.
The Offers (unless otherwise determined by PSA and the Offeror and permitted by
applicable law and regulation) will not be made, directly or indirectly, in or
into, or by the use of mails of, or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facility of a national, state or other securities exchange
of, any Restricted Jurisdiction and the Offers will not be capable of acceptance
by any such use, means, instrumentality or facilities.
The ability of P&O Stockholders who are not resident in the United Kingdom to
accept the Offers may be affected by the laws of the relevant jurisdictions in
which they are located. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable requirements.
The Loan Notes to be issued to Deferred Stockholders in connection with the
Offer have not been, and will not be listed on any stock exchange, and have not
been and will not be, registered under the Securities Act or under the
securities laws of any state, territory, district or other jurisdiction of the
United States, and the Loan Notes have not been, nor will they be, registered
under or offered in compliance with applicable securities laws of any state,
province, territory or jurisdiction of Canada, Australia, Japan or any other
jurisdiction in which the offer of Loan Notes would constitute a violation of
relevant laws or require registration of the Loan Notes. The Loan Notes are not
being, and may not be, offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Canada, Australia, Japan or any other
jurisdiction in which the offer of Loan Notes would constitute a violation of
relevant laws or require registration of the Loan Notes or to, or for, the
account or benefit of, any US person or any person resident in the United
States, Canada, Australia, Japan or any other such jurisdiction.
Terms used in this summary shall have the meaning given to them in Appendix III
to the attached Rule 2.5 announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "
interested" (directly or indirectly) in 1 per cent. or more of any class of "
relevant securities" of P&O, all "dealings" in any "relevant securities" of P&O
(including by means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by no later than 3.30
pm (London time) on the London business day following the date of the relevant
transaction. This requirement will continue until the date on which the offer
becomes or is declared unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of P&O, they will be
deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of P&O by PSA or P&O, or by any of their respective "associates",
must be disclosed by no later than 12.00 noon (London time) on the London
business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
Forward Looking Statements
This announcement contains statements about PSA, the Offeror and P&O that are or
may be forward looking statements. All statements other than statements of
historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words 'targets', 'plans', 'believes', 'expects', 'aims', 'intends',
'will', 'may', 'anticipates', 'estimates', 'projects' or words or terms of
similar substance or the negative thereof are forward-looking statements.
Forward-looking statements include statements relating to the following (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion and
growth of PSA's, the Offeror's or P&O's operations and potential synergies
resulting from the Offer; and (iii) the effects of government regulation on
PSA's, the Offeror's or P&O's business.
These forward-looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of PSA, the Offeror or of P&O. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
any such person, or industry results, to be materially different from any
results, performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the future. You
are cautioned not to place undue reliance on the forward-looking statements,
which speak only as of the date they were made. All subsequent oral or written
forward-looking statements attributable to PSA, the Offeror or P&O or any of
their members or any persons acting on their behalf are expressly qualified in
their entirety by the cautionary statement above. All forward-looking statements
included in this announcement are based on information available to us on the
date hereof. Investors should not place undue reliance on such forward-looking
statements, and neither PSA, the Offeror nor P&O undertakes any obligation to
update publicly or revise any forward-looking statements.
APPENDIX I
Conditions and Terms to the Offer
PART A CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer, which will be made by UBS Investment Bank and Goldman Sachs
International on behalf of the Offeror, will comply with the rules and
regulations of the Financial Services Authority and the London Stock Exchange
and the City Code.
1.
Conditions of the Offer
P&O and the Offeror have agreed that the Offer is conditional upon the following
matters:
1.1
valid acceptances being received (and not, where permitted, withdrawn) by not
later than 3.00 p.m. (London time) on the first closing date of the Offer (or
such later time(s) and/or date(s) as Offeror may, with the consent of the Panel
or in accordance with the City Code, decide) in respect of Deferred Stock which
would result in the Offeror and/or any other members of the wider Offeror Group
holding Deferred Stock carrying in aggregate more than 50 per cent. in nominal
value of the aggregate of (i) the total number of Deferred Stock; and (ii) the
maximum or such lesser number as the Offeror may decide of the number of further
units of Deferred Stock as are required to be allotted and/or issued pursuant to
the P&O Stock Schemes, provided that this condition shall not be satisfied
unless the Offeror and/or any other members of the wider Offeror Group shall
have acquired or agreed to acquire (whether pursuant to the Offer or otherwise
and, in respect of Preferred Stock and Concessionary Stock, whether
unconditionally or conditionally on the Offer becoming or being declared
unconditional in all respects and becoming effective) P&O Stock carrying in
aggregate more than 50 per cent. of the voting rights then normally exercisable
at a general meeting of P&O provided that, unless the Offeror otherwise
determines, this Condition 1.1 shall not be capable of being satisfied until
such time as all of the Conditions in paragraphs 1.2 to 1.8 (inclusive) are
either satisfied or waived (in accordance with paragraph 2.1 of this appendix).
For the purposes of this Condition Deferred Stock which has been unconditionally
allotted but not issued before the Offer becomes or is declared unconditional as
to acceptances, whether pursuant to the exercise of any outstanding subscription
or conversion rights or otherwise, shall be deemed to carry the voting rights
they will carry on being entered into the Register of Members of the Company;
1.2
the Offeror having made all necessary filings ("EFA Filings") pursuant to the
Exon-Florio Amendment, Section 721 of Title VII of the Defence Production Act of
1950, as amended, 50 U.S.C. App. Section 2170 (the "EFA") and:
1.2.1
the Committee on Foreign Investment in the United States ("CFIUS") having
advised the Offeror in writing of its determination pursuant to Section 800.502
of the United States Department of the Treasury's regulations implementing the
EFA (31 C.F.R. Part 800) (the "Regulations") not to investigate the acquisition
by the Offeror of P&O's United States operations (the "U.S. Acquisition"); or
1.2.2
if CFIUS determines to investigate the U.S. Acquisition pursuant to Section
800.503 of the Regulations, the President of the United States having not
announced a decision to take action against the U.S. Acquisition by no later
than midnight on the fifteenth (15th) calendar day after the completion or
termination of the investigation by CFIUS or, if the fifteenth (15th) calendar
is not a business day, no later than the next business day following the
fifteenth (15th) calendar day, pursuant to Section 800.504 of the Regulations;
or
1.2.3
ninety (90) calendar days have elapsed since the Offeror submitted an EFA filing
which CFIUS has accepted as complete;
1.3
all required filings having been made under the United States Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (as amended) and the rules and regulations
thereunder and all or any applicable waiting periods with respect thereto having
expired, lapsed or been terminated as appropriate, in each case in respect of
the Offer;
1.4
one of the following occurring:
1.4.1
the Offeror receiving written notice issued by or on behalf of the Treasurer of
the Australian Government ("Treasurer") stating that there are no objections
under the Australian Government's foreign investment policy to the Offer;
1.4.2
the expiry of the period provided under the Australian Foreign Acquisitions and
Takeovers Act ("FATA") during which the Treasurer may make an order or an
interim order under the FATA prohibiting the Offer, without such an order or
interim order having been made; or
1.4.3
if an interim order is made to prohibit the Offer, the subsequent period for
making a final order having elapsed, without such final order being made;
1.5
insofar as the Offer constitutes, or is deemed to constitute, a concentration
with a Community dimension within the scope of Council Regulation (EC) 139/2004
(the "Merger Regulation") and the European Commission does not refer the whole
of that concentration to one or more Member State Competent Authorities, the
European Commission deciding that it does not intend to initiate proceedings
under Article 6(1)(c) of the Merger Regulation (or being deemed to have done so
under Article 10(6) of the Merger Regulation) in respect of the concentration
(or the part that has not been referred);
1.6
the receipt of evidence in form reasonably satisfactory to the Offeror, that in
relation to the Offer and the acquisition of control of P&O by the Offeror or
any member of the Offeror Group, all necessary filings have been made and all
applicable waiting and other time periods have expired, lapsed or been
terminated and any approvals reasonably deemed necessary or desirable by the
Offeror in the context of the Offer as a whole have been obtained, provided that
this Condition does not relate to any filing, applicable waiting or other time
periods and/or approvals directly or indirectly related to, or connected with,
the legislation, practice and/or authorities or other bodies referred to in
Conditions 1.2 to 1.5 (inclusive) and provided further that this Condition shall
apply mutatis mutandis in relation to any reference of whole or part of the
concentration by the European Commission to one or more Member State Competent
Authorities as referred to in Condition 1.5;
1.7
save in respect of any matters fairly disclosed by or on behalf of any member of
the wider P&O Group to any member of the wider Offeror Group prior to the date
hereof, no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution or any other body or person
(including, without limitation, any governmental minister or person holding
similar office or person acting on any of their behalves) whatsoever in any
relevant jurisdiction (each a "Third Party") having as a result of the Offer
decided to take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, or enacted, made or proposed any statute,
regulation, decision or order, or having taken any other steps which is material
in the context of the Offer which would or is reasonably considered by the
Offeror as likely to:
1.7.1
require, prevent or delay the divestiture, or alter the terms envisaged for any
proposed divestiture by any member of the wider Offeror Group or any member of
the wider P&O Group of all or any portion of their respective businesses, assets
or properties or any part thereof which, in any such case, is material in the
context of the wider Offeror Group or the wider P&O Group in either case taken
as a whole;
1.7.2
require, prevent or delay the divestiture by any member of the wider Offeror
Group of any stock or other securities in P&O;
1.7.3
impose any material limitation on, or result in a material delay in, the ability
of any member of the wider Offeror Group directly or indirectly to acquire or to
hold or to exercise effectively any rights of ownership in respect of stock or
loans or securities convertible into shares or any other securities (or the
equivalent) in any member of the wider P&O Group or the wider Offeror Group or
to exercise management control over any such member;
1.7.4
make the Offer or its implementation or the acquisition or proposed acquisition
by the Offeror or any member of the wider Offeror Group of any shares or other
securities in, or control of, P&O, void, illegal, and/or unenforceable under the
laws of any jurisdiction, or otherwise, directly or indirectly, restrain,
restrict, prohibit, delay or otherwise interfere with the same, or impose
additional conditions or obligations with respect thereto, or otherwise
challenge or interfere therewith in any material respect;
1.7.5
require any member of the wider Offeror Group or the wider P&O Group to acquire
or offer to acquire any shares or other securities (or the equivalent) or
interest in any member of the wider P&O Group owned by any third party (other
than in the implementation of the Offer);
1.7.6
impose any limitation that is material in the context of the wider Offeror Group
taken as a whole on the ability of the wider Offeror Group or any member of the
wider P&O Group to integrate or co-ordinate the business, or any part of it, of
any member of the wider P&O Group with the businesses of any member of the wider
Offeror Group or any other member of the wider P&O Group;
1.7.7
result in any member of the wider P&O Group ceasing to be able to carry on
business under any name under which it presently does so which in any such case
is material in the context of the wider P&O Group taken as a whole; or
1.7.8
otherwise adversely affect the business, assets, profits or prospects of any
member of the wider Offeror Group or of any member of the wider P&O Group to an
extent which is material in the context of the wider Offeror Group or of the
wider P&O Group in either case taken as a whole,
and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
relevant jurisdiction in respect of the Offer or the acquisition or proposed
acquisition of any P&O Stock having expired, lapsed or been terminated, provided
that this Condition does not relate to any action, proceeding, suit,
investigation, enquiry or reference, statute, regulation, decision or order
(enacted, made or proposed), other steps, applicable waiting and/or other time
periods directly or indirectly related to, or connected with, the legislation,
practice and/or authorities or other bodies referred to in Conditions 1.2 to 1.5
(inclusive);
1.8
all necessary notifications, filings and applications having been made in
connection with the Offer and all statutory or regulatory obligations in any
relevant jurisdiction having been complied with in connection with the Offer or
the acquisition by any member of the wider Offeror Group of any stock or other
securities in, or control of, P&O and all authorisations, orders, recognition,
grants, consents, licences, confirmations, clearances, permissions and approvals
reasonably deemed necessary or appropriate by the Offeror or any member of the
wider Offeror Group in respect of the Offer or the proposed acquisition of any
stock or other securities in, or control of, P&O by any member of the wider
Offeror Group having been obtained in terms and in a form reasonably
satisfactory to the Offeror from all appropriate Third Parties or persons with
whom any member of the wider P&O Group has entered into contractual arrangements
in each case where the absence of any of the foregoing would have a material
adverse effect on the wider P&O Group taken as a whole and all such
authorisations, orders, recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals together with all material authorisations,
orders, recognitions, grants, licences, confirmations, clearances, permissions
and approvals reasonably deemed necessary or appropriate to carry on the
business of any member of the wider P&O Group remaining in full force and effect
and all filings necessary for such purpose having been made and there being no
notice or intimation of any intention to revoke or not to renew any of the same
at the time at which the Offer becomes otherwise unconditional and all necessary
statutory or regulatory obligations in any relevant jurisdiction having been
materially complied with, provided that this Condition does not relate to any
notification, filing, application, statutory and/or regulatory obligations,
authorisations, orders, recognition, grants, consents, licences, confirmations,
clearances, permissions and/or approvals directly or indirectly related to, or
connected with, the legislation, practice and/or authorities or other bodies
referred to in Conditions 1.2 to 1.5 (inclusive);
1.9
save as disclosed in P&O's scheme document dated 20 December 2005 or P&O's
annual report and accounts for the year ended 31 December 2004 or in the interim
results statement of P&O for the six months ended 30 June 2005 announced in 11
August 2005 or as otherwise fairly disclosed by or on behalf of any member of
the wider P&O Group to any member of the wider Offeror Group or otherwise
publicly announced by P&O through a Regulatory Information Service in each case
prior to the date hereof, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
wider P&O Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, which in consequence of the Offer or
the proposed acquisition of any stock or other securities in P&O or because of a
change in the control or management of P&O or otherwise, would or might
reasonably be expected to result in, to an extent which is material in the
context of the wider P&O Group taken as a whole:
1.9.1
any monies borrowed by or any other indebtedness (actual or contingent) of, or
grant available to, any such member, being or becoming repayable or capable of
being declared repayable immediately or earlier than their or its stated
maturity date or repayment date or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited or being capable
of becoming or being withdrawn or inhibited;
1.9.2
any such agreement, arrangement, licence, permit or instrument or the rights,
liabilities, obligations or interests of any such member thereunder being
terminated or adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken or arising thereunder;
1.9.3
any assets or interests of any such member being or failing to be disposed of or
charged or any right arising under which any such asset or interest could be
required to be disposed of or charged other than in the ordinary course of
trading;
1.9.4
the creation or enforcement of any mortgage, charge or other security interest
over the whole or any part of the business, property or assets of any such
member;
1.9.5 the rights, liabilities, obligations or interests of any such member
in, or the business of any such member with, any person, firm or body (or any
arrangement or arrangements relating to any such interest or business) being
terminated, adversely modified or affected;
1.9.6
the value of any such member or its financial or trading position or prospects
being prejudiced or adversely affected;
1.9.7
any such member ceasing to be able to carry on business under any name under
which it presently does so; or
1.9.8
the creation of any material liability, actual or contingent, by any such member
other than in the ordinary course of trading,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
wider P&O Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, could reasonably be expected to result
in any of the events or circumstances as are referred to in sub-paragraphs 1.9.1
to 1.9.8 of this Condition 1.9 to an extent which is material in the context of
the wider P&O Group as a whole;
1.10
except as disclosed in P&O's scheme document dated 20 December 2005 or P&O's
annual report and accounts for the year ended 31 December 2004 or in the interim
results statement of P&O for the six months ended 30 June 2005 announced on 11
August 2005 or as otherwise publicly announced by P&O through a Regulatory
Information Service or otherwise fairly disclosed by or on behalf of any member
of the wider P&O Group to any member of the wider Offeror Group in each case
prior to the date hereof, no member of the wider P&O Group having, since 31
December 2004 to an extent which is material in the context of the wider P&O
Group taken as a whole:
1.10.1
save as between P&O and wholly-owned subsidiaries of P&O or for P&O Stock issued
pursuant to the exercise of options granted under the P&O Stock Schemes, issued,
authorised or proposed the issue of additional stock or shares of any class;
1.10.2
save as between P&O and wholly-owned subsidiaries of P&O or for the grant of
options under the P&O Stock Schemes, issued or agreed to issue, authorised or
proposed the issue of securities convertible into stock or shares of any class
or rights, warrants or options to subscribe for, or acquire, any such stock or
convertible securities;
1.10.3
other than to another member of the wider P&O Group or to holders of Preferred
Stock or Concessionary Stock in accordance with the provisions of the Charter
and the Regulations referred to therein, recommended, declared, paid or made or
proposed to recommend, declare, pay or make any bonus, dividend or other
distribution whether payable in cash or otherwise;
1.10.4
save for intra-P&O Group transactions and other than in the ordinary course of
business, merged or demerged with any body corporate or acquired or disposed of
or transferred, mortgaged or charged or created any security interest over any
assets or any right, title or interest in any asset (including shares and trade
investments) or authorised or proposed or announced any intention to propose any
merger, demerger, acquisition or disposal, transfer, mortgage, charge or
security interest;
1.10.5
save for intra-P&O Group transactions, made or authorised or proposed or
announced an intention to propose any change in its loan capital;
1.10.6
save for intra-P&O Group transactions, issued, authorised or proposed the issue
of any debentures or, other than in the ordinary course of its business,
incurred or increased any indebtedness or become subject to any contingent
liability;
1.10.7
purchased, redeemed or repaid or announced any proposal to purchase, redeem or
repay any of its own stock or shares or other securities or reduced or, save in
respect to the matters mentioned in sub-paragraph (1) above, made any other
change to any part of its stock or share capital;
1.10.8
save for intra-P&O Group transactions, implemented, or authorised, proposed or
announced its intention to implement, any reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement or entered into or changed the
terms of any contract with any director or senior executive of P&O otherwise
than in the ordinary course of business;
1.10.9
entered into or varied or authorised, proposed or announced its intention to
enter into or vary any contract, transaction or commitment (whether in respect
of capital expenditure or otherwise) which is of a long term, onerous or unusual
nature or magnitude or which is or is likely to be materially restrictive on the
businesses of any member of the wider P&O Group or the wider Offeror Group or
which involves or is likely to involve an obligation of such a nature or
magnitude or which is other than in the ordinary course of business and which is
in any case material in the context of the wider P&O Group taken as a whole;
1.10.10 taken any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any material part of its
assets or revenues or any analogous proceedings in any jurisdiction or had any
such person appointed;
1.10.11 entered into any contract, transaction or arrangement
which would be materially restrictive on the business of any member of the wider
P&O Group other than to a nature and extent which is normal in the context of
the business concerned;
1.10.12 waived or compromised any claim otherwise than of an
amount in the ordinary course of business or which is immaterial in the context
of the business of the wider P&O Group taken as a whole; or
1.10.13 entered into any legally binding contract, commitment,
arrangement or agreement or passed any resolution or made any offer (which
remains open for acceptance) with respect to or announced any intention to, or
to propose to, effect any of the transactions, matters or events referred to in
this Condition;
1.11
since 31 December 2004 and save as disclosed in P&O's scheme document dated 20
December 2005 or the annual report and accounts for the year then ended or in
the interim results statement of P&O for the six months ended 30 June 2005
announced on 11 August 2005 and save as publicly announced through a Regulatory
Information Service by P&O prior to the date hereof and save as fairly disclosed
by or on behalf of any member of the wider P&O Group to any member of the wider
Offeror Group prior to the date hereof:
1.11.1
no adverse change or deterioration having occurred in the business, assets,
financial or trading position or profits of the wider P&O Group taken as a whole
to the extent material to the wider P&O Group taken as a whole;
1.11.2
no litigation, arbitration proceedings, prosecution or other legal proceedings
to which any member of the wider P&O Group is a party (whether as a plaintiff,
defendant or otherwise) and (other than as a result of the Offer) no
investigation by any Third Party against or in respect of any member of the
wider P&O Group having been instituted, announced or threatened by or against or
remaining outstanding in respect of any member of the wider P&O Group which in
any such case might be reasonably expected adversely and materially to affect
the wider P&O Group taken as a whole;
1.11.3
no contingent or other liability in respect of any member of the wider P&O Group
having arisen or having become apparent to the Offeror which is material in the
context of the wider P&O Group taken as a whole; and
1.11.4
no steps having been taken which are reasonably likely to result in the
withdrawal, cancellation, termination or material modification of any licence
held by any member of the wider P&O Group which is material in the context of
the wider P&O Group taken as a whole;
1.12
except as fairly disclosed by or on behalf of any member of the wider P&O Group
to any member of the wider Offeror Group or publicly announced through a
Regulatory Information Service in each case prior to the date hereof, the
Offeror not having discovered:
1.12.1
that any financial, business or other information concerning the wider P&O Group
as contained in the information publicly disclosed at any time by or on behalf
of any member of the wider P&O Group is materially misleading, contains a
material misrepresentation of fact or omits to state a material fact necessary
to make that information not misleading to an extent which in any case is
material in the context of the wider P&O Group taken as a whole;
1.12.2
that any member of the wider P&O Group is subject to any material liability
(contingent or otherwise) which is not disclosed in P&O's scheme document dated
20 December 2005 or the annual report and accounts of P&O for the year ended 31
December 2004 or the interim results statement of the P&O Group for the six
months ending on 30 June 2005 announced on 11 August 2005 and which is material
in the context of the wider P&O Group taken as a whole; or
1.12.3
any information which affects the import of any information disclosed at any
time by or on behalf of any member of the wider P&O Group and which is material
in the context of the wider P&O Group taken as a whole; and
1.13
save as fairly disclosed by or on behalf of any member of the wider P&O Group to
any member of the wider Offeror Group or publicly announced through a Regulatory
Information Service in each case prior to the date hereof, in relation to any
release, emission, discharge, disposal or other fact or circumstance which has
caused pollution of the environment or harm to human health, no past or present
member of the wider P&O Group having, in any manner or to an extent which is
material in the context of the wider P&O Group as a whole (i) committed any
violation of any laws, statutes, ordinances or regulations of any Third Party
and/or (ii) incurred any liability (whether actual or contingent) with respect
thereto, which is material in the context of the wider P&O Group taken as a
whole.
For the purposes of these Conditions the "wider P&O Group" means P&O and its
subsidiary undertakings, associated undertakings and any other undertaking in
which P&O and/or such undertakings (aggregating their interests) have a
significant interest and the "wider Offeror Group" means the Offeror, its parent
undertaking and its subsidiary undertakings, associated undertakings and any
subsidiary undertakings or associated undertakings of such parent undertaking
and any other undertaking in which the Offeror and/or such undertakings
(aggregating their interests) have a significant interest and for these purposes
"subsidiary undertaking", "associated undertaking" and "undertaking" have the
meanings given by the Companies Act, other than paragraph 20(1)(b) of Schedule
4A to that Act which shall be excluded for this purpose, and "significant
interest" means a direct or indirect interest in ten per cent. or more of the
equity share capital (as defined in the Act).
2.
Further terms of the Offer:
2.1
The Offeror reserves the right to waive, in whole or in part, all or any of the
above Conditions, except Condition 1.1, 1.3 and 1.4. The Offeror shall be under
no obligation under these Conditions to waive or treat as satisfied any of such
Conditions by a date earlier than the latest date specified above for the
satisfaction thereof notwithstanding that the other Conditions of the Offer may
at such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any such Conditions may not be
capable of fulfilment.
2.2
If the Offeror is required by the Panel to make an offer for Deferred Stock
under the provisions of Rule 9 of the City Code, the Offeror may make such
alterations to any of the above Conditions as are necessary to comply with the
provisions of that Rule.
2.3
The Offer will lapse if either: (i) it is referred to a serious doubts
investigation under Article 6(1)(c) of Council Regulation (EC) 139/2004; or (ii)
following a referral by the European Commission under Article 9.1 to a competent
authority in the United Kingdom, there is a subsequent reference to the
Competition Commission, in either case before 3.00 p.m. on the first closing
date of the Offer or the date on which the Offer becomes or is declared
unconditional as to acceptances, whichever is the later.
2.4
The Deferred Stock will be acquired pursuant to the Offer fully paid and free
from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and any other rights and interests of any nature whatsoever and
together with all rights now and hereafter attaching thereto, including voting
rights and the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the date of the
announcement of the Offer on 26 January 2006.
2.5
The Offer will be governed by English law and be subject to the jurisdiction of
the English courts, to the Conditions set out above and in the formal Offer
Document and related Form of Acceptance.
PART B: CONDITIONS AND FURTHER TERMS OF THE CONCESSIONARY OFFER
1. Conditions of the Concessionary Offer
The Concessionary Offer which will be made by UBS Investment Bank and Goldman
Sachs International on behalf of the Offeror, will comply with the rules and
regulations of the Financial Services Authority and the London Stock Exchange
and the City Code and will be conditional upon the Offer becoming or being
declared unconditional in all respects and becoming effective by not later than
26 January 2007 or such later date (if any) as (subject to the Code) the Offeror
and P&O may agree.
2. Further terms of the Concessionary Offer
2.1 The Concessionary Stock will be acquired pursuant to the
Concessionary Offer fully paid and free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and any other rights and
interests of any nature whatsoever.
2.2 The Concessionary Offer will be governed by English law and be
subject to the jurisdiction of the English courts, to the Conditions set out
above and in the formal Offer Document and related Form of Acceptance.
PART C: CONDITIONS AND FURTHER TERMS OF THE PREFERRED OFFER
1. Conditions of the Preferred Offer
The Preferred Offer which will be made by UBS Investment Bank and Goldman Sachs
International on behalf of the Offeror, will comply with the rules and
regulations of the Financial Services Authority and the London Stock Exchange
and the City Code and will be conditional upon the Offer becoming or being
declared unconditional in all respects and becoming effective by not later than
26 January 2007 or such later date (if any) as (subject to the Code) the Offeror
and P&O may agree.
2. Further terms of the Preferred Offer
2.1 The Preferred Stock will be acquired pursuant to the Preferred
Offer fully paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and any other rights and interests of any
nature whatsoever.
2.2 The Preferred Offer will be governed by English law and be
subject to the jurisdiction of the English courts, to the Conditions set out
above and in the formal Offer Document and related Form of Acceptance.
APPENDIX II
Bases Of Calculation And Sources Of Information
Unless otherwise stated, the financial information relating to P&O has been
extracted or derived, without material adjustment, from the Annual Report and
Accounts for the year ended 31 December 2004 and Interim Results for P&O for the
six months ended 30 June 2005.
The Offer values the entire issued Deferred Stock capital of P&O at
approximately #3,545 million, based on the Offer Price of 470 pence in cash per
unit of Deferred Stock and 754,341,832 units of Deferred Stock being in issue
(as sourced from the P&O' Rule 2.10 announcement of 19 January 2006).
The market prices of units of Deferred Stock have been derived from the Daily
Official List of the London Stock Exchange.
The 2004 price earnings multiple is calculated by reference to P&O's headline
earnings per share for that year of 18.1 pence, as restated in accordance with
IFRS. Underlying earnings per share exclude separately disclosable items but
include the contribution from discontinued businesses.
APPENDIX III
Definitions
The following definitions apply throughout this document, unless the context
requires otherwise:
Acquisition the Offer, the Concessionary Offer and the Preferred Offer as
described in this announcement
Act or Companies Act the Companies Act 1985 (as amended)
acting in concert has the meaning given by the City Code
Australia the Commonwealth of Australia, its territories and possessions
Business Day any day, other than a Saturday, Sunday or public holiday or bank
holiday, on which banks are open for business in the City of London
Canada Canada, its provinces and territories and all areas subject to its
jurisdiction
Citigroup Citigroup Global Markets Limited
City Code the City Code on Takeovers and Mergers
Closing Price the closing middle-market price as derived from the Daily Official
List of the London Stock Exchange
Company P&O
Concessionary Fare Deed Poll the deed poll to be executed by P&O Ferries under which holders of
Concessionary Stock are granted rights to continue to participate in
the Concessionary Fare Scheme
Concessionary Fare Scheme the scheme run by P&O and certain of its subsidiaries under which
holders of Concessionary Stock are entitled to discount fares on
certain car ferry routes
Concessionary Offer the offer for the Concessionary Stock
Concessionary Rules the rules of the Concessionary Fare Scheme (revised as at April 2005)
to be attached to the Concessionary Fare Deed Poll, as amended or
varied from time to time
Concessionary Stock the 5.5% (net) non-cumulative preferred stock of P&O of #1 nominal
amount in the capital of the Company
Concessionary Stockholder(s) holders of Concessionary Stock
Concessionary Unit(s) the unit(s) of entitlement (to be created by the Concessionary Fare
Dee Poll) to discounted fares on certain P&O ferries, subject to the
terms and conditions of the Concessionary Fare Scheme
Conditions the conditions of the Offers set out in Appendix I to this
announcement ("Condition") means any one of them
Daily Official List the daily official list of the London Stock Exchange
Deferred Stock units of deferred stock of #1 nominal amount each in the capital of
the Company
Deferred Stockholder(s) holder(s) of units of Deferred Stock
DP World DP World, the global ports business of PCFC
Ferries Business those car ferry services operated by certain companies within the P&O
Group to which the Concessionary Fare Scheme is applicable and as
identified in the Concessionary Rules from time to time
Forms of Acceptance the forms of acceptance, election and authority relating to the
Offers which will accompany the Offer Document, and "Form of
Acceptance" means any one of them
Goldman Sachs Goldman Sachs International
Interest Rate a rate equivalent to 6 month LIBOR less 1 per cent. (as determined on
the first business day of each interest period)
Japan Japan, its cities and prefectures, territories and possessions
Listing Rules the rules and regulations made by the Financial Services Authority in
its capacity as the UK Listing Authority under the Financial Services
and Markets Act 2000, and contained in the UK Listing Authority's
publication of the same name
Loan Notes the loan notes to be issued by the Offeror pursuant to the Loan Note
Alternative
Loan Note Alternative the alternative available under the Offer under which Deferred
Stockholders (other than P&O Stockholders in Restricted
Jurisdictions) who validly accept the Offer may, in accordance with
the terms of the Offer Document, elect to receive Loan Notes instead
of all or part of the cash consideration to which they would
otherwise be entitled under the Offer
London Stock Exchange London Stock Exchange plc
Offer the recommended cash offer to be made by UBS Investment Bank and
Goldman Sachs International on behalf of the Offeror, to acquire the
Deferred Stock on the terms and subject to the conditions to be set
out in the Offer Document and the relevant Form of Acceptance
including, where the context so requires any subsequent revision,
variation, extension or renewal of such offer
Offers the Offer, the Concessionary Offer and the Preferred Offer
Offer Document the document to be despatched on behalf of the Offeror containing the
terms and conditions of the Offers and/or, where appropriate, any
other document(s), including, without limitation, any Forms of
Acceptance, containing terms and conditions of the Offers
constituting the full terms and conditions of the Offers or by which
the Offers are expressed to be made
Offeror PSA Venture (UK) Limited a company incorporated in England and Wales
with registered number 5658131. The Acquisition may be made by one or
more new companies in addition to the Offeror. In these
circumstances, all references to Offeror should be construed (unless
the context otherwise requires) to include any such additional new
companies
P&O P&O
P&O Board or P&O Directors the board of directors of P&O
P&O's Charter or the Charter the Royal Charter of the Company dated 31 December 1840 and any
supplemental Charter in effect from time to time
P&O Ferries P&O Ferries Ltd.
P&O Group P&O and its subsidiary undertakings and where the context permits,
each of them, at the date hereof
P&O Stockholders or Stockholders holders of P&O Stock from time to time
P&O Stock Deferred Stock, Preferred Stock and Concessionary Stock
P&O Sharesave Schemes the P&O 1994 Save as You Earn Stock Option Scheme, the P&O 2004 UK
Sharesave Plan, the P&O 2004 Global Sharesave Plan, the P&O 2004
Global Sharesave Plan (SAR Version), the P&O Irish Sharesave Plan and
the P&O 2004 Irish Sharesave Plan
P&O Stock Scheme(s) the P&O 2000 Executive Stock Option Plan, the P&O 1994 UK Executive
Stock Option Scheme, the P&O Performance Share Plan, the P&O 2005
Matching Share Plan, the P&O Deferred Bonus and Co-investment
Matching Plan, the P&O Long Term incentive Plan and the P&O Sharesave
Schemes
Panel the Panel on Takeovers and Mergers
Pounds sterling or # UK pounds sterling (and references to ''pence'' shall be construed
accordingly)
PCFC Ports, Customs and Free Zone Corporation, a Dubai public corporation
established by Dubai Royal Decree under Law No. (1) of 2001
Preferred Offer the offer for the Preferred Stock
Preferred Stock the 5 per cent. cumulative redeemable preferred stock of P&O of #1
nominal amount in the capital of the Company
Restricted Jurisdiction any of the United States, Canada, or Japan, or any other jurisdiction
where the making of or the acceptance of the Offers would violate the
law of that jurisdiction
Regulations the Regulations comprising the Schedule to the Charter
Regulatory Information Service or RIS any of the services set out in schedule 12 to the Listing Rules
Rothschild N M Rothschild & Sons Limited
Securities Act the US Securities Act of 1933, as amended
TEU twenty foot equivalent units
Thunder FZE Thunder FZE, a Free Zone Establishment formed pursuant to law No. (9)
of 1992 of H.H. Sheikh Maktoum Bin Rashid Al Maktoum, Ruler of Dubai,
and the Implementing Regulations issued thereunder by the Jebel Ali
Free Zone Authority Dubai
Thunder Offer the cash offer announced on 29 November 2005 by Thunder FZE to, among
other things, acquire the whole of the issued and to be issued
Deferred Stock of P&O to be effected by means of a scheme of
arrangement
Thunder Scheme Meetings the Extraordinary General Meeting and the Court and Class Meetings
convened to vote on the Thunder Offer, originally scheduled for 20
January 2006 and adjourned to a date no later than 15 February 2006
UBS or UBS Investment Bank UBS Limited
Unit in relation to any class of P&O Stock means #1 nominal of such stock
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
US or United States the United States of America, its territories and possessions, any
state of the United States and the District of Columbia
For the purposes of this Announcement ''associated undertaking'', ''subsidiary
undertaking'', and ''undertaking'' have the meanings given to them by the
Companies Act, but for these purposes ignoring paragraph 20(1b) of Schedule 4A
of the Companies Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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