RNS Number:0538M
South Downs Limited
24 October 2001
South Downs Limited
Offer for Brockhampton - pt3
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFERS
Part A: Conditions of the Offers
1. Conditions of the Ordinary Offer
The Ordinary Offer (which in this Appendix is deemed to
include, where relevant, references to the Loan Note
Alternative) will be subject to the following
conditions:
(a) 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permitted, withdrawn) by not later than 3.00 p.m. (London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 Ordinary Offer (or
such later time(s) and/or date(s) as South Downs may,
subject to the rules of the Code, decide) in respect of not
less than 90 per cent. (or such lower percentage as South
Downs may decide) in nominal value of the Brockhampton
Ordinary Shares to which the Ordinary Offer relates provided
that this condition will not be satisfied unless South Downs
shall have acquired or agreed to acquire (whether pursuant
to the Ordinary Offer or otherwise) Brockhampton Ordinary
Shares carrying in aggregate more than 50 per cent. of the
voting rights then normally exercisable at a general meeting
of Brockhampton, including for this purpose (to the extent,
if any, required by the Panel) any such voting rights
attaching to any Brockhampton Ordinary Shares that are
unconditionally allotted or issued before the Ordinary Offer
becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise and, for this
purpose:
(i) the expression "Brockhampton Ordinary Shares to which
the Offer relates" shall be construed in accordance with
sections 428 to 430F of the Act; and
(ii) Brockhampton Ordinary Shares which have been
unconditionally allotted shall be deemed to carry the voting
rights which they will carry upon issue;
(b) 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permitted, withdrawn) by not later than 3.00 p.m. (London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 "A" Share Offer (or
such later time(s) and/or date(s) as South Downs may,
subject to the rules of the Code, decide) in respect of not
less than 90 per cent. (or such lower percentage as South
Downs may decide) in nominal value of the Brockhampton "A"
Shares to which the "A" Share Offer relates;
(c) no Third Party having intervened and there not
continuing to be outstanding any statute, regulation or
order of any Third Party in any case which would or might
reasonably be expected to:
(i) make the Offers, their implementation or the
acquisition or proposed acquisition by South Downs of any or
all of the shares or other securities in, or control of,
Brockhampton void, illegal and/or unenforceable in or under
the laws of any relevant jurisdiction, or otherwise directly
or indirectly restrain, prevent, prohibit, restrict or
materially delay the Offers or such acquisition or impose
additional materially adverse conditions or obligations with
respect to the Offers or such acquisition, or otherwise
materially impede, challenge or interfere with the Offers or
such acquisition, or require amendment to the terms of the
Offers or the proposed acquisition of any Brockhampton
Shares or the acquisition of control of Brockhampton by
South Downs which amendment is materially adverse to South
Downs;
(ii) require or prevent the divestiture by South Downs of
any shares or other securities in Brockhampton;
(iii) require or prevent the divestiture, or alter the
terms envisaged for any proposed divestiture, by any member
of the Wider South Downs Group or of the Brockhampton Group
of all or any of their respective businesses, assets or
properties or impose any limitation on the ability of any of
them to conduct any of their respective businesses (or any
of them) or to own any of their respective assets or
properties or any part thereof and, in the case of a member
of the Brockhampton Group, where the same is materially
adverse in the context of the Brockhampton Group;
(iv) impose any limitation on, or result in a delay in, the
ability of any member of the Wider South Downs Group or of
the Brockhampton Group to acquire or to hold or to exercise
effectively, directly or indirectly, all or any rights of
ownership in respect of shares or other securities in, or to
exercise management control over, any member of the
Brockhampton Group or of the Wider South Downs Group and, in
the case of a member of the Brockhampton Group, where the
same is materially adverse in the context of the
Brockhampton Group, and in such case where the same relates
to a member of the Wider South Downs Group, only if the
matter arises out of or is in connection with the Offers;
(v) require any member of the Wider South Downs Group or of
the Brockhampton Group to acquire, or to offer to acquire,
any shares or other securities in any member of the
Brockhampton Group (other than the Brockhampton Ordinary
Shares and the Brockhampton "A" Shares) owned by any third
party, and, in the case of a member of the Brockhampton
Group, where the same is materially adverse in the context
of the Brockhampton Group, and in such case where the same
relates to a member of the Wider South Downs Group, only if
the matter arises out of or is in connection with the
Offers;
(vi) impose any limitation on the ability of any member of
the Wider South Downs Group or of the Brockhampton Group to
integrate or co-ordinate its business, or any part of it,
with the businesses of any other member of the Wider South
Downs Group or of the Brockhampton Group, and, in the case
of a member of the Brockhampton Group, where the same is
materially adverse in the context of the Brockhampton Group,
and in such case where the same relates to a member of the
Wider South Downs Group, only if the matter arises out of or
is in connection with the Offers;
(vii) result in any member of the Wider South Downs
Group or of the Brockhampton Group ceasing to be able to
carry on business under any name under which it presently
does so and, in the case of a member of the Brockhampton
Group, where the same is materially adverse in the context
of the Brockhampton Group, and in such case where the same
relates to a member of the Wider South Downs Group, only if
the matter arises out of or is in connection with the
Offers;
(viii) otherwise adversely affect any or all of the
businesses, assets, profits or prospects of the Brockhampton
Group or the Wider South Downs Group and, in the case of a
member of the Brockhampton Group, where the same is
materially adverse in the context of the Brockhampton Group,
and in such case where the same relates to a member of the
Wider South Downs Group, only if the matter arises out of or
is in connection with the Offers;
(d) the Secretary of State for Trade and Industry
indicating, in terms reasonably satisfactory to South Downs,
that it is her intention not to refer the proposed
acquisition of Brockhampton by South Downs, or any related
arrangements, to the Competition Commission and that such
intention is not subject to any condition;
(e) the Director General of Water Services indicating in
respect of the acquisition of Brockhampton by South Downs
and related arrangements including the intended subsequent
refinancing of Portsmouth Water that it is not his intention
to:
(i) seek any modification to the terms and conditions of
the Instrument of Appointment of Portsmouth Water as a water
undertaker under the Water Industry Act 1991 that is not on
terms reasonably satisfactory to South Downs and there being
no agreement by or on behalf of Portsmouth Water,
Brockhampton or any other member of the Brockhampton Group
to any such modification except in each case on terms
reasonably satisfactory to South Downs; and
(ii) exercise his powers and fulfil his functions under the
Water Industry Act 1991, including with respect to the price
controls to be applied to Portsmouth Water for the supply of
goods and services covered by its Instrument of Appointment,
on terms that are not reasonably satisfactory to South
Downs;
(f) all necessary filings having been made, all appropriate
waiting and other time periods under any applicable
legislation or regulation of any relevant jurisdiction
having expired, lapsed or terminated and all statutory or
regulatory obligations in any relevant jurisdiction having
been complied with, in each case in connection with the
Offers or the acquisition of any shares or other securities
in, or control of, Brockhampton or any other member of the
Brockhampton Group by any member of the Wider South Downs
Group;
(g) all Authorisations reasonably considered necessary or
appropriate by South Downs in any relevant jurisdictions for
or in respect of the Offers or the acquisition or proposed
acquisition of any shares or other securities in, or control
of, Brockhampton or any other member of the Brockhampton
Group by any member of the Wider South Downs Group or the
carrying on by any member of the Brockhampton Group of its
business as currently conducted having been obtained, in
terms and in a form reasonably satisfactory to South Downs,
from all appropriate Third Parties or from any persons or
bodies with whom any member of the Brockhampton Group has
entered into contractual arrangements, where the absence of
any such Authorisation(s) would individually or collectively
have a material adverse effect on the control of the
Brockhampton Group, and all such Authorisations remaining in
full force and effect and there being no notice of any
intention to revoke or not to renew any of the same;
(h) save as disclosed in Brockhampton's annual report and
accounts for the year ended 31 March 2001 or as otherwise
publicly announced by Brockhampton (by the delivery of an
announcement to the Company Announcements Office of the
London Stock Exchange) or as otherwise disclosed in writing
to South Downs, in each case prior to 24 October 2001, there
being no provision of any arrangement, agreement, licence,
permit, franchise or other instrument to which any member of
the Brockhampton Group is a party, or by or to which any
such member or any of its assets is or are or may be bound,
entitled or subject or any circumstance which, as a
consequence of the Offers or the acquisition or proposed
acquisition of any shares or other securities in, or control
of, Brockhampton or any other member of the Brockhampton
Group by South Downs, would or might reasonably be expected
to result in (to an extent which would be material in the
context of the Brockhampton Group):
(i) any monies borrowed by, or any other indebtedness or
liabilities (actual or contingent) of, or grant available
to, any member of the Brockhampton Group being or becoming
repayable or capable of being declared repayable immediately
or prior to its stated repayment date, or the ability of any
member of the Brockhampton Group to borrow monies or incur
any indebtedness being withdrawn;
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the
business, property, assets or interests of any member of the
Brockhampton Group or any such mortgage, charge or other
security interest becoming enforceable;
(iii) any such arrangement, agreement, licence, permit,
franchise or other instrument, or the rights, liabilities,
obligations or interests of any member of the Brockhampton
Group thereunder, being terminated or adversely modified or
affected or any adverse action being taken or any obligation
or liability arising thereunder;
(iv) any asset or interest of any member of the Brockhampton
Group being or falling 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;
(v) any member of the Brockhampton Group ceasing to be able
to carry on business under any name under which it presently
does so;
(vi) the creation of liabilities (actual or contingent) by
any such member;
(vii) the rights, liabilities or interests of any member
of the Brockhampton Group under any such arrangement,
agreement, licence, permit, franchise or other instrument or
the interests or business of any such member in or with any
other person, firm, company or body (or any arrangement(s)
relating to any such interests or business) being terminated
or adversely affected; or
(viii) the financial or trading position or value of any
member of the Brockhampton Group being prejudiced or
adversely affected,
and no event having occurred which, under any provision
of any such arrangement, agreement, licence, permit or
other instrument, might reasonably be expected to result
in any of the events or circumstances which are referred
to in paragraphs (i) to (viii) of this condition (h)
where such result would be material in the context of
the Brockhampton Group;
(i) since 31 March 2001 and except as disclosed in
Brockhampton's annual report and accounts for the year then
ended or as otherwise publicly announced by Brockhampton (by
the delivery of an announcement to the Company Announcements
Office of the London Stock Exchange) or as otherwise
disclosed in writing to South Downs, in each case prior to
24 October 2001, no member of the Brockhampton Group having:
(i) 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
subscribe for or acquire, any such shares (save as between
Brockhampton and wholly-owned subsidiaries of Brockhampton
and except for any options granted as disclosed in writing
to South Downs prior to 24 October 2001 and any shares
issued upon the exercise of any options granted under the
Brockhampton Share Option Scheme);
(ii) recommended, declared, paid or made, or proposed the
recommendation, declaration or payment or making of, any
bonus, dividend or other distribution whether in cash or
otherwise (save to Brockhampton or a wholly-owned subsidiary
of Brockhampton);
(iii) made or authorised or proposed or announced any
change in its loan capital (save as between Brockhampton and
wholly-owned subsidiaries of Brockhampton) which is material
in the context of the Brockhampton Group;
(iv) (save as between Brockhampton and wholly-owned
subsidiaries of Brockhampton) merged with or demerged or
acquired 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 assets or authorised, proposed or announced its
intentions so to do (in any such case to an extent which is
material in the context of the Brockhampton Group);
(v) (save as between Brockhampton and wholly-owned
subsidiaries of Brockhampton) issued, authorised or proposed
the issue of any debentures or incurred or increased any
indebtedness or contingent liability which is, in any case,
material in the context of the Brockhampton Group;
(vi) (save as between Brockhampton and wholly-owned
subsidiaries of Brockhampton) purchased, redeemed or repaid
or proposed the purchase, redemption or repayment of any of
its own shares or other securities or reduced or made, or
proposed the reduction or making of, any other change to its
share capital;
(vii) entered into or varied, or authorised or proposed
the entry into or variation of, or announced its intention
to enter into or vary, any contract, transaction,
arrangement or commitment (whether in respect of capital
expenditure or otherwise) which:
(a) is of a long-term, onerous or unusual nature or
magnitude and is material in the context of the Brockhampton
Group; or
(b) could reasonably be expected to be restrictive on the
business of any member of the Brockhampton Group (to an
extent which is material in the context of the Brockhampton
Group) or of any member of the Wider South Downs Group; or
(c) is other than in the ordinary course of business and is
material in the context of the Brockhampton Group;
(viii) entered into, implemented, effected, authorised or
proposed or announced its intention to enter into,
implement, effect, authorise or propose any contract,
reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement and which is material in the
context of the Brockhampton Group;
(ix) entered into or varied or made any offer (which remains
open for acceptance) to enter into or vary the terms of any
contract with any of the directors or Senior Executives of
any member of the Brockhampton Group;
(x) taken or proposed any corporate action or had any legal
proceedings instituted or threatened against it or petition
presented for its winding-up (voluntarily or otherwise),
dissolution or reorganisation or for the appointment of a
receiver, administrator, administrative receiver, trustee or
similar officer of all or any of its assets and revenues or
for any analogous proceedings or steps in any jurisdiction
or for the appointment of any analogous person in any
jurisdiction, in each case where the consequence would be
material in the context of the Brockhampton Group;
(xi) 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, in each case where the consequence would be
material in the context of the Brockhampton Group;
(xii) waived or compromised any claim which is material
in the context of the Brockhampton Group;
(xiii) made any alteration to its memorandum or articles
of association, or other incorporation documents, which is
material in the context of the Brockhampton Group;
(xiv) entered into any agreement, contract, commitment
or arrangement or passed any resolution or made any offer
(which remains open for acceptance) or announced any
intention with respect to any of the transactions, matters
or events referred to in this condition (i);
(j) since 31 March 2001 and except as disclosed in
Brockhampton's annual report and accounts for the year then
ended or as otherwise publicly announced by Brockhampton (by
the delivery of an announcement to the Company Announcements
Office of the London Stock Exchange) prior to 24 October
2001:
(i) there having been no material adverse change or
deterioration in the business, assets, financial or trading
position, profits or prospects of any member of the
Brockhampton Group which, in any case, is material in the
context of the Brockhampton Group;
(ii) no litigation, arbitration proceedings, prosecution or
other legal or regulatory proceedings to which any member of
the Brockhampton Group is or is expected to become a party
(whether as plaintiff or defendant or otherwise) or any
investigation by any Third Party having been threatened,
announced or instituted by or against or in respect of any
member of the Brockhampton Group or remaining outstanding
against or in respect of any member of the Brockhampton
Group which, in any such case, is material in the context of
the Brockhampton Group; and
(iii) there having been no enquiry or investigation by,
or complaint or reference to, any Third Party in respect of
any member of the Brockhampton Group and no such enquiry,
investigation, complaint or reference having been
threatened, announced, implemented, instituted or remaining
outstanding which, in any such case, is material in the
context of the Brockhampton Group;
(k) South Downs not having discovered:
(i) that any financial or business or other information
concerning the Brockhampton Group disclosed at any time by
or on behalf of any member of the Brockhampton Group,
whether publicly or to any member of the Wider South Downs
Group, is misleading or contains a misrepresentation of fact
or omits to state a fact necessary to make any information
contained therein not misleading, which in any such case has
not been corrected by disclosure by or on behalf of any
member of the Brockhampton Group prior to 24 October 2001
and in any such case to an extent which is material in the
context of the Brockhampton Group;
(ii) save as disclosed in writing to South Downs prior to 24
October 2001 or publicly announced prior to 24 October 2001
by Brockhampton (by the delivery of an announcement to the
Company Announcements Office of the London Stock Exchange),
that any member of the Brockhampton Group is subject to any
liability (contingent or otherwise) which is not disclosed
in Brockhampton's annual report and accounts for the
financial year ended 31 March 2001 and which is material in
the context of the Brockhampton Group;
(iii) any information which adversely affects the import
of any information disclosed prior to 24 October 2001 by any
member of the Brockhampton Group to South Downs to an extent
which is material in the context of the Brockhampton Group
taken as a whole;
(l) South Downs not having discovered, save as disclosed in
writing to South Downs prior to 24 October 2001:
(i) that any past or present member of the Brockhampton
Group has not complied with all applicable legislation,
regulations and licences of any relevant jurisdiction with
regard to the disposal, discharge, spillage, leak or
emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human
health, or otherwise relating to environmental matters, or
that there has otherwise been any such disposal, discharge,
spillage, leak or emission (whether or not the same
constituted a non-compliance by any person with any such
legislation, regulations and licences and wherever the same
may have taken place) which, in any such case, would be
likely to give rise to any liability (whether actual or
contingent) on the part of any member of the Brockhampton
Group which would be material in the context of the
Brockhampton Group;
(ii) that there is, or is likely to be, any liability
(whether actual or contingent) to make good, repair,
reinstate, carry out intrusive investigations or clean up
any property now or previously owned, occupied or made use
of by any past or present member of the Brockhampton Group,
any adjoining or neighbouring property where the liability
to make good, repair, reinstate or clean up is reasonably
likely to fall on any past or present member of the
Brockhampton Group or any controlled waters under any
environmental legislation, regulation, notice, licence,
consent, circular or order of any relevant authority or
Third Party or otherwise, which would be material in the
context of the Brockhampton Group; or
(iii) that circumstances exist whereby a person or class
of persons would be likely to have any claim or claims in
respect of any product or service now or previously sold or
carried out by any past or present member of the
Brockhampton Group which, in any such case, would be
material in the context of the Brockhampton Group; and
(m) no change having been made or action having been taken
or proposed by any relevant person, which would be material
in the context of the Brockhampton Group, to:
(i) amend the provisions governing the Brockhampton Pension
Scheme; or
(ii) increase the level of contributions payable by
Brockhampton into the Brockhampton Pension Scheme above that
payable on 24 October 2001; or
(iii) increase the long term cost of the Brockhampton
Pension Scheme to Brockhampton.
2. Conditions of the "A" Share Offer
The "A" Share Offer (which in this Appendix is deemed to
include, where relevant, references to the Loan Note
Alternative) will be subject to the following
conditions:
(a) the Ordinary Offer becoming or being declared
unconditional in all respects; and
(b) 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 "A" Share Offer (or
such later time(s) and/or date(s) as South Downs may,
subject to the rules of the Code, decide) in respect of not
less than 90 per cent. (or such lower percentage as South
Downs may decide) in nominal value of the Brockhampton "A"
Shares to which the "A" Share Offer relates.
For the purpose of the conditions of the Offers set out
above:
(a) "Third Party" means any government, government
department or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body,
authority (including any national anti-trust or merger
control authorities), court, trade agency, association,
institution or professional or environmental body or any
other person or body whatsoever in any relevant
jurisdiction;
(b) a Third Party shall be regarded as having "intervened"
if it has announced a decision to take, institute, implement
or threaten any action, proceedings, suit, investigation,
enquiry or reference or made, proposed or enacted any
statute, regulation, decision or order, or taken any
measures or other steps or required any action to be taken
or information to be provided and "intervene" shall be
construed accordingly;
(c) the "Wider South Downs Group" means South Downs
Capital, the subsidiaries and subsidiary undertakings of
South Downs Capital, the RBS Group, and the subsidiaries and
subsidiary undertakings of the RBS Group;
(d) "Authorisations" means authorisations, orders, grants,
recognitions, determinations, certificates, confirmations,
consents, licences, clearances, permissions and approvals;
(e) "subsidiary", "subsidiary undertaking", "undertaking"
and "associated undertaking" have the respective meanings
given by the Companies Act 1985 (but for this purpose
ignoring paragraph 20(1)(B) of Schedule 4A of the Companies
Act 1985); and
(f) "Senior Executive" means any employee having an annual
salary in excess of #50,000 (excluding benefits).
Subject to the requirements of the Panel, South Downs
reserves the right to waive all or any of the above
conditions, in whole or in part, except condition 1(a).
Conditions 1(b) to (m) (inclusive) and conditions 2(a) and
(b) must be fulfilled or waived by midnight on the 21st day
after the later of the first closing date of the Offers and
the date on which condition 1(a) becomes or is declared
fulfilled (or such later date as the Panel may agree),
failing which the Offers will lapse. South Downs shall be
under no obligation to waive or treat as fulfilled any of
conditions 1(b) to (m) (inclusive) by a date earlier than
the latest date specified above for the fulfilment thereof
notwithstanding that the other conditions of the Offers may
at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of
fulfilment.
If South Downs is required by the Panel to make an offer for
Brockhampton Shares under the provisions of Rule 9 of the
Code, South Downs may make such alterations to the
conditions of the Offers, including condition 1(a), as are
necessary to comply with the provisions of that Rule.
The Offers will lapse if, before the later of 3.00 p.m. on
the first closing date of the Offers and the date when the
Offers become or are declared unconditional as to
acceptances, the proposed acquisition of Brockhampton by
South Downs is referred to the Competition Commission.
If the Offers lapse, the Offers will cease to be capable of
further acceptance and Brockhampton Shareholders accepting
the Offers and South Downs shall, upon the Offers lapsing,
cease to be bound by acceptances delivered on or before the
date on which the Offers lapse.
Appendix II
Definitions
""A" Share Offer" the recommended cash offer to be made
by Rothschild on behalf of South Downs
to acquire all of the issued and to be
issued Brockhampton "A" Shares on the
terms and subject to the conditions to
be set out or referred to in the Offer
Document and including, where the
context permits, the Loan Note
Alternative, any elections available
thereunder and/or any subsequent
revision, variation, extension or
renewal of such offer
"Act" the Companies Act 1985, as amended
"Australia" the Commonwealth of Australia, its
states, territories and possessions
"Board" the board of directors of Brockhampton
"Brockhampton" or Brockhampton Holdings plc
"the Company"
"Brockhampton "A" holders of Brockhampton "A" Shares
Shareholders"
"Brockhampton "A" "A" ordinary non-voting shares of 10p
Shares" each in Brockhampton
"Brockhampton Group" Brockhampton and its subsidiary
undertakings and, where the context
permits, each of them
"Brockhampton holders of Brockhampton Ordinary
Ordinary Shares
Shareholders"
"Brockhampton ordinary voting shares of 10p each in
Ordinary Shares" Brockhampton
"Brockhampton Pension Brockhampton's retirement benefit
Scheme" scheme, formerly known as the
Portsmouth Water Company Retirement
Benefit Scheme
"Brockhampton Share the Brockhampton Holdings plc Savings
Option Scheme" Related Share Option Scheme
"Brockhampton holders of Brockhampton Shares
Shareholders"
"Brockhampton Shares" Brockhampton Ordinary Shares and
Brockhampton "A" Shares
"business day" a day on which banks are open for
business in London (excluding
Saturdays, Sundays and public
holidays)
"Canada" Canada, its provinces and territories
"Close Brothers" Close Brothers Corporate Finance Limited
"Closing Price" closing middle-market quotation of the
relevant share at the close of
business on a particular trading day
as derived from the Daily Official
List
"Code" The City Code on Takeovers and Mergers
"Daily Official List" the Daily Official List of the London
Stock Exchange
"Drummond Capital" Drummond Capital Limited
"ESOT" the Brockhampton Holdings plc Employee
Share Ownership Trust
"Forms of Acceptance" the forms of acceptance, authority and
election relating to the Offers to be
despatched to Brockhampton
Shareholders with the Offer Document
"Independent Mr Martin Copp, Mr Hugh Pringle and Mr
Directors" John King
"Instrument of the Instrument of Appointment by the
Appointment" Secretary of State for the Department
for Environment, Food and Rural
Affairs of Portsmouth Water as a water
undertaker under the Water Act 1989
(as amended)
"Investment the agreement dated 24 October 2001
Agreement" made between (1) Management, (2) RBIL,
(3) South Downs Capital, (4) South
Downs and (5) The South Downs Employee
Benefit Trust relating to the
ownership and management of South
Downs Capital, more details of which
are to be set out in the Offer
Document
"Japan" Japan, its provinces and territories
"LIBOR" London Inter-Bank Offered Rate
"Loan Notes" the guaranteed as to principal
unsecured redeemable loan notes 2005
to be issued pursuant to the Offers
"Loan Note the alternative whereby eligible
Alternative" Brockhampton Shareholders validly
accepting the Offers may elect to
receive Loan Notes in lieu of all or
part of the cash consideration to
which they would otherwise be entitled
under the Offers
"London Stock London Stock Exchange plc
Exchange"
"Management" Messrs Nicholas Roadnight, Neville
Smith, Andrew Neve and John Cogley,
existing executives of the
Brockhampton Group
"Offer Document" the document to be sent to
Brockhampton Shareholders setting out
the terms and conditions of the Offers
"Offers" the Ordinary Offer and the "A" Share
Offer, and "Offer" means either of
them as the context requires
"Official List" the official list maintained by the
UKLA
"Ofwat" Office of Water Services
"Ordinary Offer" the recommended cash offer to be made
by Rothschild on behalf of South Downs
to acquire all of the issued and to be
issued Brockhampton Ordinary Shares on
the terms and subject to the
conditions to be set out or referred
to in the Offer Document and
including, where the context permits,
the Loan Note Alternative, any
elections available thereunder and/or
any subsequent revision, variation,
extension or renewal of such Offer
"Panel" The Panel on Takeovers and Mergers
"Portsmouth Water" Portsmouth Water plc, the regulated
subsidiary of Brockhampton
"RBIL" Royal Bank Investments Limited
"RBS" The Royal Bank of Scotland plc
"RBSG" The Royal Bank of Scotland Group plc
"RBS Group" The Royal Bank of Scotland Group plc
and its subsidiaries
"Regulated Capital regulated capital value, as defined
Value" and determined by Ofwat
"Regulator" Ofwat
"Rothschild" N M Rothschild & Sons Limited
"Securities Act" the United States Securities Act of
1933, as amended
"South Downs" South Downs Limited
"South Downs Capital" South Downs Capital Limited, the
holding company which owns the entire
issued share capital of South Downs
"The South Downs the South Downs employee benefit trust
Employee Benefit established on 24 October 2001, which
Trust" is to hold an equity interest in South
Downs Capital
"UK" the United Kingdom of Great Britain
and Northern Ireland
"UKLA" the UK Listing Authority, being the
Financial Services Authority acting in
its capacity as the competent
authority for the purposes of Part IV
of the Financial Services Act 1986
"Underlying Regulated Regulated Capital Value as at 31 March
Capital Value" 2001, adjusted for capital
efficiencies to 31 March 2000
identified by Ofwat, capital
expenditure planned and allowed by
Ofwat for the year to 31 March 2001
which has been deferred to later years
within the current review period and
other minor consequential adjustments
"USA" the United States of America, its
territories and possessions, any state
of the United States of America and
the District of Columbia and all other
jurisdictions subject to the
jurisdiction of the United States
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