RNS Number:0020M
Durlacher Corporation PLC
06 June 2003
Nabarro Wells & Co Limited
Saddlers House
Gutter Lane
London EC2V 6HS
Tel: 020 7710 7400
Fax: 020 7710 7401
FOR IMMEDIATE RELEASE 6 June 2003
This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia or Japan
Recommended Offer
by Nabarro Wells
on behalf of
Durlacher Corporation plc ("Durlacher")
for web-angel plc ("web-angel")
Summary
* The boards of Durlacher and web-angel announce that they have today
agreed the terms of a recommended offer, to be made by Nabarro Wells on behalf
of Durlacher, for the entire issued share capital of web-angel.
* The Offer will be made on the basis of 1 New Durlacher Share for
every 40 web-angel Shares and is subject to the terms and conditions set out in
Appendix I. Based upon the closing middle market quotation of Durlacher Shares
of 124p on 5 June 2003 as derived from the Daily Official List, the Offer will
value the entire issued share capital of web-angel at #4.0 million and will
represent a premium of 313 per cent. over the closing middle market quotation of
0.75p for each web-angel Share on 5 June 2003 as derived from the AIM Appendix
to the Daily Official List.
* The directors of web-angel, who have been so advised by KBC Peel
Hunt, consider the terms of the Offer to be fair and reasonable and in the
interests of web-angel Shareholders as a whole. The directors of web-angel
unanimously recommend web-angel Shareholders to accept the Offer. In providing
advice to the directors of web-angel, KBC Peel Hunt has taken account of the
commercial assessment of the directors of web-angel.
* Durlacher has received irrevocable undertakings from web-angel
shareholders to accept the Offer in respect of 83,966,567 web-angel Shares,
representing approximately 64.6 per cent. of the current issued share capital of
web-angel. These undertakings continue to be binding in the event of a
competing takeover offer for web-angel.
* In addition, Durlacher has received irrevocable undertakings to accept
the Offer from the directors of web-angel in respect of their entire beneficial
holdings. These irrevocable undertakings amount, in aggregate, to 259,812
web-angel Shares, representing approximately 0.2 per cent. of the issued share
capital of web-angel. These undertakings continue to be binding in the event of
a competing takeover offer for web-angel.
* Durlacher has agreed to purchase for cash, conditional upon the Offer
being declared unconditional in all respects, 12,350,000 web-angel Shares from
Brait International Limited representing approximately 9.5 per cent. of
web-angel's current issued share capital for 1.6p per web-angel Share. Pursuant
to the same agreement, Brait International Limited has reserved the right to
accept the Offer in relation to the Brait Shares instead of receiving the cash
consideration.
* Accordingly, Durlacher has received irrevocable undertakings in
respect of and has entered into an agreement to purchase, a total of 96,576,379
web-angel Shares in aggregate representing approximately 74.3 per cent. of
web-angel's current issued share capital.
* The web-angel Deferred Shares will be transferred to Durlacher on
behalf of the holders of such shares for nil consideration upon the Offer being
declared unconditional in all respects, pursuant to web-angel's articles of
association.
* Durlacher is a broad-based investment bank and stockbroker providing
a full range of services to corporate and retail clients in a wide range of
sectors. Durlacher seeks to address the investment banking needs of small to
medium sized growth companies and retail clients. Its five key operational areas
are: corporate finance, institutional sales & research, market making, advisory
retail broking and fund management. Durlacher Shares are listed on the Official
List and traded on the London Stock Exchange.
* web-angel is a cash shell with cash balances of approximately #2.8
million and investments carried in its balance sheet of approximately #286,000
at 31 December 2002. web-angel Shares are traded on AIM.
Commenting on the Offer, Tony Caplin, Chairman of Durlacher, said:
"This acquisition is a further step in the refocusing of Durlacher into a
broad-based investment bank and stockbroker. The purchase of web-angel
strengthens Durlacher's balance sheet, providing further financial firepower to
grow the business. This is a good time to be investing in high grade personnel
and acquiring complementary businesses and this acquisition enhances our
opportunities to do so."
Commenting on the Offer, Penny Hughes, Chairman of web-angel, said:
"The group has effectively spent over 12 months as a cash shell reviewing
possible options that would meet our shareholders' expectations. I am therefore
very pleased that Durlacher has made an Offer which is at a substantial premium
to today's share price and a premium to net assets per share as at 31 December
2002 and which allows shareholders to participate in a business in which we have
confidence."
The above summary should be read in conjunction with the full text of this
announcement.
Enquiries:
Durlacher Corporation plc 020 7459 3600
Christopher Stainforth, Chief Executive
Sophie Dawn, Marketing and Communications
Nabarro Wells & Co Limited 020 7710 7400
Nigel Atkinson / David Nabarro
Bell Pottinger Financial 020 7861 3232
Billy Clegg
web-angel plc 020 7010 8200
Nick Tamblyn
KBC Peel Hunt 020 7418 8900
Christopher Holdsworth-Hunt / Jonathan Marren
Nabarro Wells, which is regulated by The Financial Services Authority, is acting
for Durlacher and no one else in connection with the Offer and will not be
responsible to anyone other than Durlacher for providing the protections
afforded to clients of Nabarro Wells nor for giving advice in relation to the
Offer, the contents of this document or any arrangements referred to herein.
KBC Peel Hunt, which is regulated by The Financial Services Authority, is acting
for web-angel and no one else in connection with the Offer and will not be
responsible to anyone other than web-angel for providing the protections
afforded to customers of KBC Peel Hunt nor for providing advice in relation to
the Offer, the contents of this document or any arrangements referred to herein.
This announcement does not constitute nor form any part of an offer or
invitation to purchase any securities. Any acceptance or other response to the
Offer should be made only on the basis of the information to be contained in the
Offer Document, which Nabarro Wells will despatch shortly to web-angel
Shareholders on behalf of Durlacher.
The availability of the Offer to persons who are citizens, nationals or
residents of countries outside the UK may be affected by the laws of the
relevant jurisdictions. Persons who are citizens, nationals or residents of
countries outside the UK should inform themselves of, and observe, any
applicable legal requirements.
The Offer will not be made, directly or indirectly in or into the United States,
Canada, Australia or Japan. Accordingly, copies of this announcement and any
other document relating to the Offer, are not being, and must not be, mailed or
otherwise distributed or sent in or into the United States, Canada, Australia or
Japan.
FOR IMMEDIATE RELEASE 6 June 2003
This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia or Japan
Recommended Offer
by Nabarro Wells
on behalf of
Durlacher Corporation plc
for web-angel plc
1. Introduction
The boards of Durlacher and web-angel announce that they have today agreed the
terms of a recommended offer, to be made by Nabarro Wells on behalf of
Durlacher, for the entire issued share capital of web-angel.
The directors of web-angel, who have been so advised by KBC Peel Hunt, consider
the terms of the Offer to be fair and reasonable and in the interests of
web-angel Shareholders as a whole.
The directors of web-angel unanimously recommend web-angel Shareholders to
accept the Offer and have undertaken to accept the Offer in relation to their
own beneficial shareholdings, amounting to 259,812 web-angel Shares,
representing, in aggregate, approximately 0.2 per cent. of the current issued
share capital of web-angel. In providing advice to the directors of web-angel,
KBC Peel Hunt has taken account of the commercial assessment of the directors of
web-angel.
2. The Offer
The Offer, which will be on the terms and subject to the conditions set out in
Appendix I to this announcement and the conditions and further terms to be set
out in full in the formal Offer Document and Form of Acceptance to be sent to
web-angel Shareholders, will be made on the following basis:
for every 40 web-angel Shares one New Durlacher Share
Based on the closing middle market quotation of 124p for each Durlacher Share
(as derived from the Daily Official List on 5 June 2003, being the last date
prior to the announcement of the Offer), the Offer will value the entire issued
share capital of web-angel at #4.0 million and will be a premium of 313 per
cent. over the closing middle market quotation of 0.75p for each web-angel Share
(as derived from the AIM Appendix to the Daily Official List) on 5 June 2003.
Fractions of New Durlacher Shares will not be allotted or issued to web-angel
Shareholders and entitlements will be rounded down to the nearest whole number
of New Durlacher Shares.
Durlacher has agreed to purchase for cash, conditional upon the Offer being
declared unconditional in all respects, 12,350,000 web-angel Shares from Brait
International Limited representing approximately 9.5 per cent. of web-angel's
current issued share capital for 1.6p per web-angel Share. Pursuant to the same
agreement, Brait International Limited has reserved the right to accept the
Offer in relation to the Brait Shares instead of receiving the cash
consideration.
Full acceptance of the Offer in respect of all the web-angel Shares would
involve the issue of approximately 3,250,866 New Durlacher Shares representing
approximately 28.5 per cent. of the enlarged issued ordinary share capital of
Durlacher.
The web-angel Deferred Shares will be transferred to Durlacher on behalf of the
holders of such shares for nil consideration upon the Offer being declared
unconditional in all respects pursuant to web-angel's articles of association.
3. Undertakings to accept the Offer
Durlacher has received irrevocable undertakings to accept the Offer from
web-angel Shareholders in respect of 83,966,567 web-angel Shares representing
approximately 64.6 per cent. of the current issued share capital of web-angel.
These undertakings continue to be binding in the event of a competing takeover
offer for web-angel. In addition to these irrevocable undertakings, all of the
directors of web-angel who hold web-angel Shares have irrevocably undertaken to
accept the Offer in respect of their entire beneficial holdings of web-angel
Shares. These undertakings are given in respect of 259,812 web-angel Shares
representing approximately 0.2 per cent. of the current issued share capital of
web-angel. These undertakings also continue to be binding in the event of a
competing takeover offer for web-angel.
As stated in paragraph 2 above, Durlacher has agreed to purchase for cash,
conditional upon the Offer being declared unconditional in all respects, the
Brait Shares representing approximately 9.5 per cent. of web-angel's current
issued share capital for 1.6p per web-angel Share. Pursuant to the same
agreement, Brait International Limited has reserved the right to accept the
Offer in relation to the Brait Shares instead of receiving the cash
consideration.
Durlacher has therefore received irrevocable undertakings to accept the Offer in
respect of and has entered into an agreement to purchase, a total of 96,576,379
web-angel Shares in aggregate representing approximately 74.3 per cent. of the
current issued share capital of web-angel.
4. Information on the Durlacher Group
Durlacher is a broad-based investment bank and stockbroker providing a full
range of services to corporate and retail clients in a wide range of sectors.
Its board of directors was re-structured during 2002 and in addition there have
been a number of changes in Durlacher's senior management team over the last 12
months. Durlacher Shares are listed on the Official List and traded on the
London Stock Exchange.
Durlacher seeks to address the investment banking needs of small to medium sized
growth companies and retail clients. The five key operational areas for
Durlacher are as follows:
1. Corporate finance
2. Institutional sales & research
3. Market making
4. Advisory retail broking
5. Fund management
Prior to becoming a broad-based investment bank, Durlacher had established a
reputation for advising, raising capital for and investing in early stage
technology companies and some of the Durlacher Group's investments had been
notable successes. Over the last two years, equity market conditions,
particularly for technology companies, dramatically deteriorated which had a
serious effect on Durlacher's ability to generate acceptable levels of revenue
and profitability from the earlier business model. Although the Durlacher Group
continues to hold material interests in some companies, including On-line Travel
Corporation Plc, the Durlacher Directors no longer consider proprietary
investment to be a core part of the Durlacher Group's business and have stated
publicly that the Durlacher Group will keep the future of these investments
under active consideration.
The Durlacher Group now employs 106 staff and contracts the services of 18 self
employed brokers or consultants who have entered into revenue sharing agreements
with Durlacher. Its headquarters are in the City of London with regional offices
in Hove, Southampton, Windsor and Birmingham.
For the year ended 30 June 2002, Durlacher achieved turnover of #7.15 million
and a loss before tax and after exceptional items and investment write-offs of
#9.91 million. For the six months ended 31 December 2002, Durlacher achieved
turnover of #3.16 million and a profit after exceptional gains and before tax of
#2.60 million. At 31 December 2002, Durlacher's net assets stood at #4.14
million and its cash balances at #3.28 million. Since 31 December 2002,
Durlacher has sold shares in kVault Software plc for a cash consideration of
#2.85 million, representing a profit of #2.42 million, and it has completed a
placing and offer for subscription, announced in December 2002, raising a gross
cash amount of approximately #4.00 million. As a result, Durlacher's pro forma
net assets at 31 December 2002 stood at approximately #10.55 million and its pro
forma cash balances at approximately #10.77 million.
In April 2002 the Durlacher Directors decided to refocus and restructure the
Durlacher Group as an investment banking business. The Durlacher Directors
believe that this restructuring process is now largely complete. The
opportunity to acquire web-angel and its cash balances by way of an all-share
offer is, in the opinion of the Durlacher Directors, an opportunity to
strengthen Durlacher's balance sheet and it enables Durlacher further to develop
its investment banking and fund management activities.
5. Information on the web-angel Group
In June 2000 web-angel (then known as United Energy plc) acquired the entire
issued share capitals of each of the partners of web-angel LP by way of a
reverse takeover. At the time of the reverse takeover, web-angel LP was an
e-business accelerator that principally provided advisory and consultancy
services to developing e-commerce businesses in the UK and Europe. In return
for the provision of such services, web-angel LP received equity stakes in
client companies and it also made some cash investments.
During 2001, activity levels in the development of e-commerce businesses failed
to reach the levels previously anticipated and, in web-angel's interim results
for the six months ended 30 June 2002, the directors of web-angel announced that
they had decided to manage web-angel to all intents and purposes as a cash
shell. Since that time, the directors of web-angel have investigated various
acquisition opportunities for web-angel none of which the directors of web-angel
have felt able to recommend to web-angel Shareholders.
web-angel has today announced its final results for the year ended 31 December
2002. During the year ended 31 December 2002, web-angel achieved turnover of
#nil and a loss before and after tax of approximately #759,000. At 31 December
2002, web-angel held investments for value in Delsy Electronic Components AG and
I-Control Inc., carried in its balance sheet at approximately #286,000, and it
held cash balances of approximately #2.8 million. At the same date, all other
investments held by web-angel had been written off.
6. Background to and reasons for recommending the Offer
As stated above, during 2001 and 2002, it became clear that activity levels in
the development of e-commerce businesses failed to reach the levels anticipated.
The directors of web-angel found it increasingly difficult to find credible
investment opportunities and, in addition, a number of web-angel's existing
investments at that time failed.
The directors of web-angel have reviewed a number of opportunities for web-angel
but believe the Offer represents the best available opportunity for web-angel
Shareholders for the following reasons:
* Participation in Durlacher's investment banking business;
* Durlacher's experienced board of directors and senior management;
* Reduction of web-angel's cost base through the retirement of its board
and the removal of the costs associated with being a standalone quoted
entity; and
* The Offer represents a significant premium to web-angel's existing
market capitalisation and a premium to its net assets per share as at
31 December 2002.
The directors of web-angel, who have been so advised by KBC Peel Hunt, consider
the terms of the Offer to be fair and reasonable and in the interests of
web-angel Shareholders as a whole.
The directors of web-angel unanimously recommend web-angel Shareholders to
accept the Offer and have undertaken to accept the Offer in relation to their
own beneficial shareholdings, amounting to 259,812 web-angel Shares,
representing, in aggregate, approximately 0.2 per cent. of the issued share
capital of web-angel. In providing advice to the directors of web-angel, KBC
Peel Hunt has taken account of the commercial assessment of the directors of
web-angel.
The irrevocable undertakings referred to above include undertakings given by
Ermgassen & Co Limited (London) and Ermgassen & Co Limited (Guernsey). Olav
Ermgassen is a major shareholder of Ermgassen & Co Limited (Guernsey). They
also include undertakings given by OC&C Strategy Consultants Limited Partnership
of which Christopher Outram is a limited partner. Both Olav Ermgassen and
Christopher Outram are directors of web-angel.
7. Management and employees
web-angel does not have any other employees or retained personnel beyond its one
executive and four non-executive board members. Following the Offer being
declared or becoming unconditional in all respects, the executive and
non-executive directors have agreed to resign. Nick Tamblyn, finance director
of web-angel and the only executive director, has agreed to take 12 month's
contractual entitlement as compensation for loss of office and employment. The
non-executive directors of web-angel have each agreed to resign with no
compensation for loss of office or otherwise.
8. Holders of options in web-angel
All of the holders of options over web-angel Shares have agreed to waive their
options conditional upon the Offer becoming or being declared unconditional in
all respects.
9. Delisting, compulsory acquisition of web-angel Shares and
re-registration of web-angel
As soon as it is appropriate to do so, and subject to the Offer being declared
unconditional in all respects and to the applicable requirements of the London
Stock Exchange, it is the intention of Durlacher to procure that web-angel
applies for cancellation of the trading of web-angel Shares on AIM. It is
anticipated that such cancellation shall take effect no earlier than 20 business
days after the Offer becomes or is declared unconditional in all respects.
Cancellation of the trading of web-angel Shares on AIM would significantly
reduce the liquidity of any web-angel Shares not assented to the Offer.
Durlacher intends, assuming it becomes entitled to do so, to apply the
provisions of sections 428 to 430F (inclusive) of the Companies Act to acquire
compulsorily any outstanding web-angel Shares not acquired or agreed to be
acquired by Durlacher pursuant to the Offer.
It is also intended that web-angel will be re-registered as a private company in
due course.
10. Further details of the Offer
The Offer is conditional, inter alia, upon the Durlacher Shareholders passing an
ordinary resolution to approve the Offer, upon the passing of an ordinary
resolution relating to the necessary increase in Durlacher's authorised share
capital and to Section 80 of the Act and on the admission of the New Durlacher
Shares to the Official List and to trading on the London Stock Exchange's market
for listed securities.
Christopher Stainforth is deemed to be a related party for the purposes of the
Offer as explained in paragraph 11 below. Accordingly, he will not vote on the
proposals to be put to Durlacher Shareholders in connection with the Offer nor
will he join the Durlacher Directors in making a recommendation to Durlacher
Shareholders on the proposals. The Durlacher Directors, other than Christopher
Stainforth, have indicated their intention to vote in favour of such resolutions
in respect of their own beneficial holdings of, in aggregate, 147,142 Durlacher
Shares representing approximately 1.8 per cent. of Durlacher's existing issued
ordinary share capital.
Full acceptance of the Offer in respect of all the web-angel Shares to which the
Offer relates would involve the issue of approximately 3,250,866 New Durlacher
Shares representing approximately 28.5 per cent. of the enlarged issued ordinary
share capital of Durlacher.
The web-angel Shares to be acquired pursuant to the Offer are to be acquired
credited as fully paid and free from all liens, equities, charges, encumbrances
and other interests and together with all rights attaching thereto, including
the right to receive and retain all dividends and other distributions declared,
made or paid thereafter.
The New Durlacher Shares will be issued credited as fully paid and free from all
liens, equities, charges, encumbrances and other interests. The New Durlacher
Shares will rank pari passu in all respects with the Durlacher Shares, including
the right to receive and retain all dividends and other distributions declared,
made or paid thereafter.
Fractions of New Durlacher Shares will not be allotted or issued to web-angel
Shareholders and entitlements will be rounded down to the nearest whole number
of New Durlacher Shares.
11. Related party
Christopher Stainforth, Chief Executive Officer of Durlacher, is the potential
discretionary beneficiary, via a discretionary employee benefit trust
established through a former employment with Ermgassen & Co Limited, in
4,965,290 web-angel Shares representing approximately 3.8 per cent. of
web-angel's current issued share capital. If the trustees of the discretionary
trust were to elect to accept the Offer, this would result in Mr Stainforth
being the potential discretionary beneficiary, via a discretionary trust, in
124,132 New Durlacher Shares which would represent approximately 1.1 per cent.
of Durlacher's share capital as enlarged by the Offer. As a potential
discretionary beneficiary, this interest does not amount to a contractual
entitlement for Mr Stainforth.
Pursuant to the Listing Rules, Mr Stainforth, therefore, is a related party for
the purposes of the Offer. Accordingly, the UKLA has been informed in writing
of the details of the proposed transaction with Mr Stainforth and the details
will be included in Durlacher's next published annual report and accounts.
Nabarro Wells, Durlacher's sponsor and financial advisers, consider the terms of
the proposed transaction with Mr Stainforth to be fair and reasonable so far as
the Durlacher Shareholders are concerned.
12. Inducement fee
On 27 May 2003, Durlacher and web-angel entered into an agreement ("Inducement
Fee Agreement") whereby under certain circumstances, web-angel has agreed to pay
Durlacher an amount equal to the lesser of (a) one per cent. of the value of the
Offer at the date the Offer was announced in accordance with Rule 2.5 of the
Takeover Code and (b) one per cent. of the net asset value of web-angel
immediately prior to such announcement. The relevant circumstances include the
directors of web-angel failing to recommend the Offer, or revoking their
recommendation of the Offer or the failure of Durlacher to obtain irrevocable
undertakings from web-angel Shareholders to accept the Offer in excess of 64 per
cent. of web-angel's issued share capital. The directors of web-angel are
satisfied that, without this undertaking, Durlacher would not have made the
Offer. Accordingly, the directors of web-angel, who have been so advised by KBC
Peel Hunt, consider the Inducement Fee Agreement to be in the best interests of
web-angel Shareholders in the context of the Offer.
Pursuant to the Inducement Fee Agreement, Durlacher has also agreed to indemnify
web-angel against its reasonable and properly incurred costs and expenses
(including legal and professional costs and expenses) (and any applicable VAT
thereon) in respect of the Offer subject to a maximum amount of one per cent. of
the value of the Offer at the date when the Offer was announced in accordance
with Rule 2.5 of the Takeover Code in the event that Durlacher Shareholders do
not pass those resolutions to be proposed at the extraordinary general meeting
(to be convened) upon which the Offer is conditional.
13. General
The Offer will be open for at least 21 days from the date of the Offer Document.
The formal Offer Document containing a letter of recommendation from the
Chairman of web-angel and the full terms and conditions of the Offer, and the
Form of Acceptance, will be posted by Nabarro Wells on behalf of Durlacher to
web-angel Shareholders.
The Offer will be subject to the conditions set out in Appendix I to this
announcement and the conditions and further terms to be set out in full in the
formal Offer Document and Form of Acceptance. Certain terms in this
announcement are defined in Appendix II to this announcement.
Save as disclosed in this announcement, neither Durlacher, nor anyone acting or
deemed to be acting in concert with Durlacher, owns or controls any web-angel
Shares or rights over such shares or has any option to acquire any web-angel
Shares or has entered into any outstanding derivative transactions referenced to
web-angel's Shares.
The availability of the Offer to persons who are citizens, nationals or
residents of countries outside the UK may be affected by the laws of the
relevant jurisdictions. Persons who are citizens, nationals or residents of
countries outside the UK should inform themselves of, and observe, any
applicable legal requirements.
This announcement does not constitute an Offer or an invitation to purchase any
securities. The Offer will not be made, directly or indirectly in or into the
United States, Canada, Australia or Japan. Accordingly, copies of this
announcement and any other document relating to the Offer, are not being, and
must not be, mailed or otherwise distributed or sent in or into the United
States, Canada, Australia or Japan.
The Durlacher Directors accept responsibility for the information contained in
this announcement other than that relating to web-angel, the directors of
web-angel, the members of their immediate families, related trusts and any
persons connected with them (within the meaning of Section 346 of the Companies
Act). To the best of the knowledge and belief of the Durlacher Directors, who
have taken all reasonable care to ensure that such is the case, the information
contained in this announcement for which they accept responsibility is in
accordance with the facts and does not omit any think likely to affect the
import of such information.
The directors of web-angel accept responsibility for the information contained
in this announcement relating to web-angel, the directors of web-angel and
members of their immediate families, related trusts and persons connected with
them (within the meaning of Section 346 of the Companies Act). To the best of
the knowledge and belief of the directors of web-angel, who have taken all
reasonable care to ensure that such is the case, the information contained in
this announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
Enquiries:
Durlacher Corporation plc 020 7459 3600
Christopher Stainforth, Chief Executive
Sophie Dawn, Marketing and Communications
Nabarro Wells & Co Limited 020 7710 7400
Nigel Atkinson / David Nabarro
Bell Pottinger Financial 020 7861 3232
Billy Clegg
web-angel plc 020 7010 8200
Nick Tamblyn
KBC Peel Hunt 020 7418 8900
Christopher Holdsworth-Hunt / Jonathan Marren
Nabarro Wells, which is regulated by The Financial Services Authority, is acting
exclusively for Durlacher and no one else in connection with the Offer and will
not be responsible to anyone other than Durlacher for providing the protections
afforded to clients of Nabarro Wells nor for giving advice in relation to the
Offer, the contents of this document or any arrangements referred to herein.
KBC Peel Hunt, which is regulated by The Financial Services Authority, is acting
exclusively for web-angel and no one else in connection with the Offer and will
not be responsible to anyone other than web-angel for providing the protections
afforded to clients of KBC Peel Hunt nor for giving advice in relation to the
Offer, the contents of this document or any arrangements referred to herein.
This announcement does not constitute nor form any part of an offer or
invitation to purchase any securities. Any acceptance or other response to the
Offer should be made only on the basis of the information to be contained in the
Offer Document and Form of Acceptance, which Nabarro Wells will despatch shortly
to web-angel Shareholders on behalf of Durlacher.
APPENDIX I
Conditions of the Offer
Except where the context otherwise requires, references in this appendix to (a)
the "Offer" include any revision, variation or extension of it, (b) the "Offer
becoming unconditional" include references to the Offer becoming or being
declared unconditional in all respects, and (c) the "Offer becoming
unconditional as to acceptances" are to be construed as references to the
condition as to acceptances set out in paragraph (i) of this Appendix I becoming
or being declared satisfied, whether or not any other condition of the Offer
remains to be fulfilled.
The Offer will be subject to the following conditions:
(i) valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by not later than 3.00 pm on the first closing date of the
Offer, or such later time(s) and/or date(s) as Durlacher may (subject to the
City Code or the consent of the Panel) decide, in respect of not less than 90%
(or such lesser percentage as Durlacher may decide) in nominal value of the
web-angel Shares to which the Offer relates (within the meaning of sections 428
to 430F of the Companies Act 1985), provided that this condition will not be
satisfied unless Durlacher and/or any of its subsidiaries has acquired or agreed
to acquire (either pursuant to the Offer or otherwise) web-angel Shares
carrying, in aggregate, more than 50% of the voting rights then exercisable at a
general meeting of web-angel including, for this purpose (to the extent, if any
required by the Panel) any such voting rights attaching to any web-angel Shares
unconditionally allotted or 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; for this purpose
web-angel Shares which have been unconditionally allotted shall be deemed to
carry the voting rights which they will carry on issue;
(ii) the passing at an extraordinary general meeting of Durlacher (or
any adjournment thereof) of such resolution(s) as may be required for the
approval, effecting and implementation of the Offer and the acquisition of
web-angel Shares pursuant thereto, the required increase in the authorised share
capital of Durlacher and the authority to the directors of Durlacher to allot
and issue the New Durlacher Shares;
(iii) the UKLA agreeing to admit the New Durlacher Shares to the
Official List, the London Stock Exchange agreeing to admit the New Durlacher
Shares to trading and (unless the Panel agrees otherwise) such admissions
becoming effective in accordance with paragraph 7.1 of the Listing Rules and
paragraph 2.1 of Part 2 of the London Stock Exchange's Admission and Disclosure
Standards respectively;
(iv) there having been no material adverse change (otherwise than in
relation to web-angel meeting its existing contractual obligations in relation
to its employees, its premises at 233 Shaftesbury Avenue, London WC2H 8EE or any
existing creditor (including, without limitation, any accrual provided for in
the Annual Results of web-angel (as defined below)) and in respect of those
costs of the Offer for which it has agreed to be liable (details of which have
been disclosed to Durlacher)) in the reconciled cash position of the web-angel
Group compared to the position as at 5 June 2003;
(v) it being established in terms satisfactory to Durlacher that the
proposed acquisition of web-angel by Durlacher, or any matters arising from it,
will not be referred to the Competition Commission under the Fair Trading Act
1973 and/or that it is not the intention of the European Commission, pursuant to
Council Regulation (EEC) 4064/89, either to initiate proceedings under article 6
(1)(c) or to make a referral to a competent authority of the United Kingdom
under article 9(1);
(vi) no government, government department or governmental,
quasi-governmental, supranational, statutory or regulatory body, court, or
institution or environmental body or any other similar person or body in any
jurisdiction ("Authorities") having taken, instituted, implemented or threatened
any action, proceedings, suit, enquiry, investigation or reference or made,
proposed or enacted any statute, regulation order or decision or having done
anything that would or might reasonably be expected to:
(a) make the Offer or its implementation or the acquisition or proposed
acquisition of any web-angel Shares void, illegal or unenforceable in any
jurisdiction or otherwise directly or indirectly materially restrain, prohibit,
restrict, delay or interfere in or delay implementation of, or impose additional
material conditions or financial or other obligations with respect to, or
otherwise materially challenge or interfere with the proposed acquisition of
web-angel or any web-angel Shares by Durlacher;
(b) require or prevent the divestiture by Durlacher of any web-angel Shares;
(c) require, delay, materially adversely affect or prevent the divestiture by
Durlacher or any other member of the Durlacher Group or any of its associates
(together the "wider Durlacher Group") or by web-angel or any other member of
the web-angel Group or any of its associates (together the "wider web-angel
Group") of all or any material part of their respective businesses, assets or
property or impose any material limitation on the ability of any of them to
conduct their respective businesses or own their respective assets or
properties;
(d) impose any material limitation on the ability of a member of the Durlacher
Group to acquire or hold or effectively to exercise all rights of ownership of
web-angel Shares or securities convertible into web-angel Shares or on the
ability of a member of the web-angel Group or of the Durlacher Group to hold or
effectively to exercise all or any rights of ownership of shares in a member of
the wider web-angel Group or to exercise management control over a member of the
wider web-angel Group;
(e) save pursuant to the Offer require a member of the Durlacher Group or the
wider web-angel Group to offer to acquire or repay any shares in and/or
indebtedness of any member of the wider web-angel Group owned by any person to
an extent material in the context of the Offer; or
(f) otherwise materially and adversely affect the business, profits, financial
or trading positions or prospects of a member of the wider web-angel Group or of
the wider Durlacher Group;
and all applicable waiting periods during which any such Authority could decide
to take, institute, implement or threaten any such action, proceedings, suit,
enquiry or investigation having expired or been terminated. For this purpose an
"associate" means a corporation of which not less than 20% of the equity share
capital is held, directly or indirectly, by the relevant Group and a partnership
or joint venture in which a member of the relevant Group is significantly
interested, directly or indirectly;
(vii) save as disclosed in writing to Durlacher or in the Announcement
or in the Annual Results of web-angel for the year ending 31 December 2002
announced on 6 June 2003 ("Annual Results of web-angel") or as publicly
announced by web-angel through a RIS in each case prior to the date of the
Announcement (other than the Announcement itself) (each such disclosure or
announcement being termed as "publicly announced") there being no provision of
any arrangement, agreement, licence, franchise, permit or other instrument to
which a member of the wider web-angel Group is a party, or by or to which any of
those members or by or to which any of their assets may be bound or be subject,
or any circumstance which would or might be reasonably expected to as a result
of the Offer, the acquisition or proposed acquisition of any of the web-angel
Shares by Durlacher or as a result of change of management or control of
web-angel or otherwise result in:
(a) any monies borrowed by or any other indebtedness (actual or contingent) of a
member of the wider web-angel Group being or becoming repayable immediately or
prior to their stated maturity or the ability of any such member to borrow
monies or incur indebtedness being withdrawn or inhibited or otherwise
materially and adversely affected (in any case, in a manner which would be
material in the context of the wider web-angel Group as a whole);
(b) any such arrangement, agreement, licence, franchise, permit or other
instrument being terminated, becoming capable of termination, or adversely
modified or adverse action being taken or any onerous obligation or liability
arising under it (in any case, in a manner which would be material in the
context of the wider web-angel Group as a whole);
(c) any member of the wider web-angel Group ceasing to be able to carry on
business under a name under which it presently does so (in any case, in a manner
which would be material in the context of the wider web-angel Group as a whole);
(d) the creation of a mortgage, charge, security or other interest over the
whole or any part of the business, property or assets of any member of the wider
web-angel Group or any such security (whenever arising or having arisen)
becoming enforceable;
(e) the rights, liabilities, obligations or interests of any member of the wider
web-angel Group under any such arrangement, agreement, licence, franchise,
permit or other instrument or the interests or business of any member of the
wider web-angel Group in or with any other person, firm, company or body (or any
other arrangements relating to any such interests of business) being terminated
or materially and adversely modified or affected;
(f) any material assets or any material interests of any member of the web-angel
Group in or with any other person, firm, company or body being or falling to be
disposed of or charged or any right arising under which any such material asset
or material interest could be required to be disposed of or charged;
(g) the financial or trading position or prospects of any member of the
web-angel Group being materially prejudiced or adversely materially affected (in
the context of the wider web-angel Group as a whole); or
(h) the creation of material liabilities by any member of the wider web-angel
Group (other than in the ordinary course of business) (in the context of the
wider web-angel Group as a whole);
(viii) all necessary filings in connection with the Offer or its
implementation having been made, all appropriate waiting periods in respect of
the Offer under any applicable legislation or regulation of any territory having
expired, lapsed or been terminated, all necessary statutory and regulatory
obligations in connection with the Offer in any jurisdiction having been
complied with and all authorisations, orders, grants, recognitions,
confirmations, licences, clearances, consents, permissions and approvals
necessary for or appropriate to the proposed acquisition of any web-angel Shares
or in respect of the Offer or which are necessary for any member of the
web-angel Group to carry on its business in any jurisdiction being obtained in
terms and in a form reasonably satisfactory to Durlacher from all appropriate
Authorities or persons or bodies with whom any member of the wider web-angel
Group has entered into contractual arrangements, and those authorisations,
orders, grants, recognitions, confirmations, licences, clearances, consents,
permissions and approvals remaining in full force and effect and all filings
necessary for such purpose having been made and no notice or intimation of an
intention to revoke or not to renew them having been received;
(ix) other than as publicly announced by web-angel (as defined in
paragraph (vii) above) no member of the wider web-angel Group having, since 6
June 2003 and prior to the date when the Offer becomes unconditional:
(a) save for options granted, and for the issue of shares on the exercise of
options granted prior to 6 June 2003 under the web-angel Share Option Schemes,
issued or agreed to issue or authorised or proposed the issue of additional
shares of any class or securities convertible into, or rights, warrants or
options to acquire or subscribe for, any such shares or other securities or
redeemed, purchased or reduced any part of its share capital;
(b) recommended, declared, paid or made or proposed to recommend, declare, pay
or make a dividend, bonus or other distribution (whether payable in cash or
otherwise) in respect of any shares in web-angel;
(c) save for intra-group transactions within the web-angel Group, and in each
case other than in the ordinary course of business, merged, with or de-merged
from any body corporate or acquired or disposed of or transferred, mortgaged,
granted a lease or third party right, encumbered or charged or created any
security interest over any assets or any rights, title or interest in any assets
(including shares and trade investments), made any change in its share or loan
capital or authorised or proposed or announced any intention to propose any
merger, de-merger, acquisition, disposal, transfer, mortgage, reconstruction,
amalgamation, scheme or charge over any asset, share or security interest;
(d) issued, authorised or proposed the issue of any debentures;
(e) otherwise than in the ordinary course of business incurred or increased any
indebtedness or contingent liability which is material in the context of the
web-angel Group taken as a whole;
(f) purchased, redeemed or announced a proposal to purchase or redeem any of its
own shares or other securities;
(g) proposed a voluntary winding-up;
(h) been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(i) waived or compromised a claim which is material in the context of the wider
web-angel Group taken as a whole;
(j) entered into or varied or made an offer (which remains open for acceptance)
to enter into or vary a contract, transaction or commitment (whether in respect
of capital expenditure or otherwise) which is of a long-term, onerous or unusual
nature or which involves or could involve an obligation of a nature or magnitude
which in any case is material in the context of the web-angel Group taken as a
whole;
(k) entered into or varied the terms of a service or consultancy agreement with
or in respect of the services of any of the directors, or consultants of
web-angel or other member of the web-angel Group in any material respect;
(l) entered into any agreement or commitment which is material in the context of
the wider web-angel Group taken as a whole to subscribe, purchase or otherwise
acquire any shares or other interest in any entity or part thereof;
(m) entered into a contract, agreement or commitment or passed a resolution with
respect to or announced an intention to effect or to propose a transaction or
event referred to in this paragraph (other than those specifically excluded);
(n) had any receiver or administrative receiver appointed over a material part
of the assets of any member of the wider web-angel Group or had any analogous
proceedings or steps taken under the laws of any relevant jurisdiction or had
any petition presented for the administration of any member of the wider
web-angel Group or any equivalent proceedings or steps taken under the laws of
any relevant jurisdiction or taken any corporate action to effect the same in
any case which is material in the context of the wider web-angel Group as a
whole;
(x) other than as publicly announced by web-angel (as defined in
paragraph (vii) above), since 6 June 2003 and prior to the date when the Offer
becomes unconditional:
(a) there having been no material adverse change or material deterioration in
the business, assets, financial, or trading position, profits or prospects of
the wider web-angel Group taken as a whole;
(b) no litigation, arbitration proceedings, prosecution or other legal
proceedings, suit, investigation or enquiry having been instituted or threatened
or remaining outstanding against or by a member of the wider web-angel Group
(whether as plaintiff or defendant or otherwise) which in any such case is
material in the context of the wider web-angel Group taken as a whole; or
(c) no contingent liability having arisen which might reasonably be likely to
materially and adversely affect the wider web-angel Group taken as a whole.
(xi) save as disclosed in writing to web-angel or in the Announcement
or in the Annual Report and Accounts of Durlacher for the year ending 30 June
2002 or in the interim statement of Durlacher for the six months ended 31
December 2002 or in the listing particulars issued by Durlacher on 23 December
2002 or in the supplemental prospectus issued by Durlacher on 14 January 2003 or
as publicly announced by Durlacher through a RIS, in each case prior to the date
of Announcement (other than the Announcement itself) (each such disclosure or
announcement being termed as "publicly announced by Durlacher"), no member of
the wider Durlacher Group having since 6 June 2003 and prior to the date when
the Offer becomes unconditional:
(a) save for options granted, and for the issue of shares on the exercise of
options granted prior to 6 June 2003 under Durlacher Share Option Plan, issued
or agreed to issue or authorised or proposed the issue of additional shares of
any class or securities convertible into, or rights, warrants or options to
acquire or subscribe for, any such shares or other securities or redeemed,
purchased or reduced any part of its share capital;
(b) recommended, declared, paid or made or proposed to recommend, declare, pay
or make a dividend, bonus or other distribution (whether payable in cash or
otherwise) in respect of any shares in Durlacher;
(c) save for intra-group transactions within the Durlacher Group, and in each
case other than in the ordinary course of business merged, with or de-merged
from any body corporate or acquired or disposed of or transferred, mortgaged,
granted a lease or third party right, encumbered or charged or created any
security interest over any assets or any rights, title or interest in any assets
(including shares and trade investments), made any change in its share or loan
capital or authorised or proposed or announced any intention to propose any
merger, de-merger, acquisition, disposal, transfer, mortgage, reconstruction,
amalgamation, scheme or charge over any asset, share or security interest;
(d) issued, authorised or proposed the issue of any
debentures;
(e) otherwise than in the ordinary course of business
incurred or increased any indebtedness or contingent liability which is material
in the context of the Durlacher Group taken as a whole;
(f) purchased, redeemed or announced a proposal to
purchase or redeem any of its own shares or other securities;
(g) proposed a voluntary winding-up;
(h) been unable, or admitted in writing that it is unable,
to pay its debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business;
(i) waived or compromised a claim which is material in
the context of the wider Durlacher Group taken as a whole or entered into an
agreement to do so;
(j) entered into or varied or made an offer (which
remains open for acceptance) to enter into or vary a contract, transaction or
commitment (whether in respect of capital expenditure or otherwise) which is of
a long term, onerous or unusual nature or which involves or could involve an
obligation of a nature or magnitude which is material in the context of the
Durlacher Group taken as a whole;
(k) entered into or varied the terms of service or
consultancy agreement with or in respect of the services of any of the
directors, or consultants of Durlacher or other member of the Durlacher Group in
any material respect;
(l) entered into any agreement or commitment which is
material in the context of the wider Durlacher Group taken as a whole to
subscribe, purchase or otherwise acquire any shares or other interest in any
entity or part thereof;
(m) entered into a contract, agreement or commitment or
passed a resolution with respect to or announced an intention to effect or to
propose a transaction or event referred to in this paragraph (other than those
specifically excluded);
(n) had any receiver or administrative receiver appointed
over a material part of the assets of any member of the wider Durlacher Group or
had any analogous proceedings or steps taken under the laws of any relevant
jurisdiction or had any petition presented for the administration of any member
of the wider Durlacher Group or any equivalent proceedings or steps taken under
the laws of any relevant jurisdiction or taken no corporate action to effect the
same in any case, which is material in the context of the wider Durlacher Group
as a whole;
(xii) Other than as publicly announced by Durlacher (as defined in
paragraph (xi) above, since 6 June 2003 and prior to the date when the Offer
becomes unconditional:
(a) there having been no material adverse change or material
deterioration in the business, assets, financial, or trading position, profits
or prospects of the wider Durlacher Group taken as a whole;
(b) no litigation, arbitration proceedings, prosecution or
other legal proceedings, suit, investigation or enquiry having been instituted
or threatened or remaining outstanding against or by a member of the wider
Durlacher Group (whether as plaintiff or defendant or otherwise) which in any
such case is material in the context of the wider Durlacher Group taken as a
whole; or
(c) no contingent liability having arisen which might
reasonably be likely to materially and adversely affect a member of the wider
Durlacher Group;
(xiii) Durlacher not having discovered that:
(a) the financial or business information concerning the wider
web-angel Group as contained in the information publicly disclosed at any time
by a member of the wider web-angel Group or otherwise made available to
Durlacher by web-angel either contains a material misrepresentation of fact or
omits a fact necessary to make the information contained in it not materially
misleading in each case in the context of the wide web-angel Group as whole;
(b) a member of the wider web-angel Group has a material
liability, contingent or otherwise, which is not publicly announced (as defined
in paragraph (vii) above) and which is material in the context of the wider
web-angel Group taken as a whole;
(c) a past or present member of the wider web-angel Group has
not complied with all applicable legislation or regulations of any jurisdiction
with regard to the disposal, spillage or leak of waste or disposal or emission
of hazardous substances or any substance likely to impair the environment or to
harm human health or otherwise relating to environmental matters and that this
non-compliance would be likely to give rise to a material liability (in the
context of the wider web-angel Group taken as a whole) (whether actual or
contingent) on the part of a member of the wider web-angel Group;
(d) there has been a disposal, spillage or leak of waste or
hazardous substances or any substance likely to impair the environment or to
harm human health or otherwise on, or there has been an emission of waste or
hazardous substances or any substance likely to impair the environment or to
harm human health, from a property now or previously owned, occupied or made use
of by a past or present member of the wider web-angel Group which would be
likely to give rise to any material liability (in the context of the wider
web-angel Group taken as a whole) (whether actual or contingent) on the part of
any member of the wider web-angel Group;
(e) there is a material liability (whether actual or
contingent) which is material in the context of the wider web-angel Group as a
whole to make good, repair, reinstate or clean-up any property now or previously
owned, occupied or made use of by a past or present member of the wider
web-angel Group or any controlled waters under any environmental legislation,
regulation, notice, circular or order of any Authority;
(f) circumstances exist (whether as a result of the making
of the Offer or otherwise) which would be reasonably likely to lead to any
Authority instituting, or as a result of which a member of the wider Durlacher
Group or a present or past member of the wider web-angel Group would be likely
to be required to institute, an environmental audit or to take other steps which
would in any such case be likely to result in an actual or contingent material
liability which is material in the context of the wider web-angel Group as a
whole to improve, or install new plant, make good, repair, reinstate, or clean
up property now or previously owned, occupied or made use of by a member of the
wider web-angel Group; or
(g) circumstances exist as a result of which a person or class
of persons would be likely to have a claim in respect of a product or process of
manufacture or materials used in them now or previously manufactured, sold or
carried out by a past or present member of the wider web-angel Group which would
be likely materially and adversely to affect a member of the wider web-angel
Group (in the context of the wider web-angel Group taken as a whole);
and for the purposes of this condition (xiii) a person shall be deemed to own or
have owned property if it has or had (as the case may be) any interest in it.
Subject to the requirement of the Panel, Durlacher will reserve the right to
waive, in whole or in part, all or any of conditions (iv) to (x) inclusive and
condition (xiii). web-angel reserves the right to waive, in whole or in part,
conditions (xi) and (xii). Conditions (ii) to (x) inclusive and (xiii) must be
fulfilled or waived (if permitted) 21 days after the later of the first closing
date of the Offer and the date on which condition (i) is fulfilled (or in each
such case such later date as Durlacher may, with the consent of the Panel,
decide) failing which the Offer will lapse. Durlacher shall, however, be under
no obligation to waive or treat as fulfilled any of conditions (iv) to (x)
inclusive and (xiii) by a date earlier than the latest date specified above for
its satisfaction notwithstanding that the other conditions of the Offer may at
such earlier date have been fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment and provided further that conditions (xi) and (xii) shall be treated
as satisfied immediately prior to the Offer otherwise becoming or being declared
unconditional in all respects unless such conditions have been invoked by
web-angel before then. web-angel shall not invoke conditions (xi) and (xii) so
as to cause the Offer to lapse unless the circumstances which give rise to the
right to invoke the condition are of material significance to web-angel or the
board of web-angel in the context of the Offer.
The availability of the Offer to persons not resident in the United Kingdom 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,
and observe, any applicable requirements. The Offer will not be made directly
or indirectly in or into the United States, Canada, Australia or Japan.
Accordingly copies of this announcement are not being, and must not be, mailed
or otherwise distributed or sent into or from the United States, Canada,
Australia or Japan in doing so may render invalid any purported acceptance of
the Offer.
Principal further terms of the Offer
(i) The Offer will be on terms and will be subject, inter alia, to
the conditions which are set out in this Appendix, and the further terms which
will be set out in the formal Offer Document and the Form of Acceptance and such
further terms as may be required to comply with the Listing Rules, the rules of
AIM and the provisions of the Code. The Offer and any acceptances thereunder
will be governed by the laws of England.
(ii) The web-angel Shares will be acquired free from all liens,
charges, equitable interests and encumbrances and third-party rights and
together with all rights attaching to them, including the right to all dividends
or other distributions declared, made or paid after the date of this
announcement.
(iii) References to the Offer lapsing means that the Offer shall
thereupon cease to be capable of further acceptance and web-angel Shareholders
and Durlacher shall cease to be bound by acceptances delivered on or before the
date on which the Offer so lapses.
(iv) If Durlacher is required by the Panel to make an offer or offers
for web-angel Shares under the provisions of rule 9 of the City Code, Durlacher
may make such alterations to the conditions as are necessary to comply with the
provisions of that rule and any other requirements of the City Code.
(v) The Offer will lapse if, before 3.00 p.m. on the first closing
date or the date when the Offer becomes or is declared unconditional as to
acceptances, whichever is the later, the Offer is either referred to the
Competition Commission or results in the European Commission, pursuant to
Council Regulation (EEC) 4064/89, initiating proceedings under article 6(1)(c)
or making a referral to a competent authority of the United Kingdom under
article 9(1).
(vi) The Offer is not being made, directly or indirectly, in or into
the United States, Canada, Australia or Japan.
APPENDIX II
Definitions
The following definitions apply throughout this Announcement, unless the context
otherwise requires:
"Act" or "Companies Act" the Companies Act 1985, as amended
"AIM" the Alternative Investment Market of the
London Stock Exchange
"Announcement" this announcement made on 6 June 2003
"Australia" the Commonwealth of Australia, its states,
territories and possessions
"Brait Shares" 12,350,000 web-angel Shares contracted to
be purchased by Durlacher from Brait
International Limited
"business day" a day, not being a Saturday or Sunday, on
which banks in the City of London are
typically open for business
"Canada" Canada, its provinces and territories and
all areas subject to its jurisdiction and
any political sub-division thereof
"City Code" the City Code on Takeovers and Mergers
"Daily Official List" the daily official list of the London Stock Exchange
"Durlacher" or "Offeror" Durlacher Corporation plc
"Durlacher Directors" the directors of Durlacher
"Durlacher Group" Durlacher and its subsidiaries prior to completion of the
Offer
"Durlacher Independent Directors" the Durlacher Directors other than Christopher
Stainforth
"Durlacher Shares" ordinary shares of 4 pence each in the capital of Durlacher
"Durlacher Shareholders" the holders of Durlacher Shares
"Durlacher Share the Durlacher approved and unapproved
Option Plan" share option plans adopted by Durlacher
on 25 October 2002
"Financial Services Authority" The Financial Services Authority Limited
"Form" or "Form of Acceptance" the form of acceptance and authority for use in
connection with the Offer accompanying the Offer Document
"Japan" Japan, its cities, prefectures,
territories and possessions
"KBC Peel Hunt" KBC Peel Hunt Ltd of 111 Old Broad
Street, London EC2N 1PH
"Listing Rules" the listing rules of the UKLA
"London Stock Exchange" London Stock Exchange plc
"Nabarro Wells" Nabarro Wells & Co Limited of
Saddlers House, Gutter Lane, London
EC2R 6HS
"New Durlacher Shares" up to 3,250,866 new Durlacher Shares
which may be issued fully paid pursuant
to the Offer and pursuant to the
compulsory acquisition procedures under
Part XIIIA of the Act
"Offer" the recommended offer by Nabarro Wells
on behalf of Durlacher to web-angel
Shareholders to be made on the terms
and subject to the conditions set out
or referred to in the Offer Document
and the Form of Acceptance to acquire
the whole of the issued share capital
of web-angel and, where the context so
requires, any subsequent revision,
variation, extension or renewal thereof
"Offer Document" the document to be sent shortly to
web-angel Shareholders containing the
Offer
"Official List" The Official List of the London
Stock Exchange maintained by the UKLA
for the purposes of Part VI of the
Financial Services and Markets Act 2000
"Panel" The Panel on Takeovers and Mergers
"RIS" a service approved by London Stock
Exchange for the distribution to the
public of announcements
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"UKLA" the Financial Services Authority
in its capacity as the competent
authority under the Financial Services
and Markets Act 2000
"US" or "United States" the United States of America, its
possessions or territories, any state
of the United States and the District
of Columbia or any area subject to its
jurisdictions or any political
sub-division thereof
"US Persons" US Persons as defined by Regulation
S of the Securities Act 1933
(as amended) of the United States
"web-angel" web-angel plc
"web-angel Deferred Shares" the deferred shares of 9p each in the
capital of web-angel
"web-angel Group" web-angel and its subsidiaries
"web-angel LP" the web-angel Limited Partnership
"web-angel Shares" the existing unconditionally allotted
or issued and fully paid ordinary
shares of 1p each in the capital of
web-angel and any further such
shares which are issued or
unconditionally allotted after the date
hereof and prior to the date on which
the Offer closes, including those which
are allotted or issued upon the
exercise of any options granted under
the web-angel Share Option Schemes, or
subject to the provisions of the City
Code, such earlier time as Durlacher
may decide
"web-angel Shareholders" registered holders of web-angel Shares
"web-angel Share United Energy No.1 and No.2 Schemes and the web-angel
Option Schemes" executive share option scheme
"subsidiary", "subsidiary undertaking", "associated undertaking" and "
undertaking" have the meanings respectively ascribed to them by the Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFUVRRRONRNRUR