RNS Number:3893D
Britannia Living Limited
05 November 2002
5 November 2002
This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia or Japan
RECOMMENDED CASH OFFER
by
ALTIUM CAPITAL LIMITED
on behalf of
BRITANNIA LIVING LIMITED
to acquire the whole of the issued share capital of
THE RANGE COOKER COMPANY PLC
Summary
* The boards of Range and Britannia Living announce today that agreement has been reached on the
terms of a recommended cash Offer to be made by Altium Capital on behalf of Britannia Living, a
company backed by its management and by funds managed by Graphite Capital, to acquire the whole of
the issued share capital of Range.
* The Offer will be 18.00p in cash for each Range Share.
* John Armstrong, the chairman of Range, has agreed to waive his entitlement under the Offer as to
5.86p of the cash consideration for each Range Share that he holds.
* The Offer, with John Armstrong agreeing to waive his entitlement under the Offer as to 5.86p of the
cash consideration for each Range Share that he holds, values the entire issued share capital of
Range at approximately #22.28 million.
* The Independent Directors of Range unanimously recommend that Range Shareholders accept the Offer.
* Britannia Living has received irrevocable undertakings to accept the Offer in respect of
116,998,000 Range Shares, representing in aggregate approximately 73.6 per cent. of the entire
issued share capital of Range.
* Britannia Living has also received an irrevocable undertaking from Nigel Wray to use his best
endeavours to procure that the holders of at least 13,266,000 Range Shares, representing 8.3 per
cent. of the entire issued share capital of Range, accept the Offer.
* The Offer is conditional, inter alia, on the cancellation of the special interim dividend that was
announced on 9 October 2002, that would otherwise have been paid to Range Shareholders on 30
October 2002 but was deferred on 30 October 2002 until further notice. Accordingly, the board of
Range has decided to cancel the special interim dividend.
* The formal Offer Document will be despatched as soon as practicable.
Commenting on the Offer, John Armstrong, the chairman of Range, said:
"The Independent Directors believe that the Offer is in the best interests of
Shareholders, enabling them to realise their investment in Range Shares for
cash. We recommend that Shareholders accept the Offer."
Enquiries:
Helen Kilsby
Tel: 0207 484 4040
Director
Altium Capital Limited
Keith Salisbury Tel: 0161 839 4222
Director
Brewin Dolphin Securities Limited
John Armstrong Tel: 01253 471 122
Chairman
The Range Cooker Company PLC
This summary should be read in conjunction with and is subject to the full text
of the attached announcement.
Altium Capital, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Britannia Living and for no one else in
connection with the Offer and will not be responsible to anyone other than
Britannia Living for providing the protections afforded to customers of Altium
Capital nor for giving advice in relation to the Offer.
Brewin Dolphin, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Range and for no one else in connection with
the Offer and will not be responsible to anyone other than Range for providing
the protections afforded to customers of Brewin Dolphin nor for giving advice in
relation to the Offer.
5 November 2002
This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia or Japan
RECOMMENDED CASH OFFER
by
ALTIUM CAPITAL LIMITED
on behalf of
BRITANNIA LIVING LIMITED ("Britannia Living")
to acquire the whole of the issued share capital of
THE RANGE COOKER COMPANY PLC ("Range")
1. Introduction
The boards of Range and Britannia Living, a company backed by its management and
by funds managed by Graphite Capital Management Limited ("Graphite Capital"),
announce today that agreement has been reached on the terms of a recommended
cash offer (the "Offer") to be made by Altium Capital on behalf of Britannia
Living to acquire the whole of the issued share capital of Range. The Offer of
18.00p in cash for each Range Share, with John Armstrong agreeing to waive his
entitlement under the Offer as to 5.86p of the cash consideration for each Range
Share that he holds, values the entire issued share capital of Range at
approximately #22.28 million.
The Independent Directors of Range, who have been so advised by Brewin Dolphin,
consider that the terms of the Offer are fair and reasonable so far as
Shareholders are concerned and recommend that Shareholders should accept the
Offer, as John Armstrong has irrevocably undertaken to do in respect of his own
beneficial holding amounting to 108,200,000 Range Shares, representing
approximately 68.1 per cent. of the entire issued share capital of Range.
In providing advice to the Independent Directors, Brewin Dolphin has taken
account of the commercial assessments of the Independent Directors. For the
avoidance of doubt, the Independent Directors have not sought independent advice
(and Brewin Dolphin has not provided advice, to either the Independent Directors
or John Armstrong) in respect of whether the terms of the waiver by John
Armstrong of part of his entitlement to consideration under the Offer are fair
and reasonable so far as he is concerned.
2. Support for the Offer
John Armstrong has irrevocably undertaken to accept the Offer in respect of his
entire beneficial holding of 108,200,000 Range Shares, representing
approximately 68.1 per cent. of the entire issued share capital of Range.
Britannia Living has also received an irrevocable undertaking from Nigel Wray to
accept the Offer in respect of his holding of 8,798,000 Range Shares,
representing approximately 5.5 per cent. of the entire issued share capital of
Range.
Consequently, in aggregate, Britannia Living has received irrevocable
undertakings to accept the Offer in respect of 116,998,000 Range Shares,
representing approximately 73.6 per cent. of the entire issued share capital of
Range.
In addition, Britannia Living has received an irrevocable undertaking from Nigel
Wray to use his best endeavours to procure that the holders of at least
13,266,000 Range Shares, representing 8.3 per cent. of the entire issued share
capital of Range, accept the Offer.
The undertakings referred to above will all remain binding even in the event of
a higher competing offer being made by a third party for Range unless the Offer
lapses or is withdrawn. These undertakings will cease to be binding if the
formal Offer Document has not been despatched by 15 November 2002.
3. The Offer
The Offer will be made on the following basis:
for each Range Share 18.00p in cash.
The Range Shares which are the subject of the Offer will be acquired by
Britannia Living fully paid and free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and other third party rights of
any nature and together with all rights now or hereafter attaching to them.
John Armstrong has irrevocably committed to waive his entitlement under the
Offer as to 5.86p of the cash consideration for each Range Share that he holds.
4. Conditions
The Offer is conditional, inter alia, on the cancellation of the special interim
dividend that was announced on 9 October 2002, that would otherwise have been
paid to Range Shareholders on 30 October 2002 but was deferred on 30 October
2002 until further notice. Accordingly, the Range board has decided to cancel
the special interim dividend.
On 4 November 2002, Ilve entered into an irrevocable undertaking (the "
Undertaking") to deliver the agreed form deed of amendment to the
distributorship agreement dated 3 September 1999 between Range and Ilve (the "
Deed of Amendment") upon receipt from Range of an executed counterpart copy of
the Deed of Amendment, which Britannia Living has irrevocably undertaken to
procure that Range executes and delivers accordingly, and upon receipt of
confirmation that the Offer is unconditional in all respects save for condition
(C), as set out in Appendix I to this announcement. Accordingly, the Offer is
conditional upon the delivery by Ilve and Range of the executed Deed of
Amendment in accordance with the Undertaking.
Further conditions of the Offer are set out in Appendix I and will be set out in
the Offer Document and the accompanying Form of Acceptance.
5. Information on Range
The principal activities of Range are the distribution, sale and servicing of
kitchen equipment and other associated services. Range was admitted to trading
on the Alternative Investment Market of the London Stock Exchange on 1 December
1997.
In the financial year ended 30 April 2002, Range achieved turnover of #15.41
million (2001: #13.53 million) and profit after tax of #3.09 million (2001:
#2.49 million). Reported basic and fully diluted earnings per share were 1.94p
(2001: 1.56p).
6. Information on Britannia Living
Britannia Living is a newly incorporated UK company established for the purpose
of making the Offer. The board of Britannia Living comprises Robin Russell and
Kerry Neath. Upon the Offer becoming or being declared unconditional in all
respects, Richard Buckley and Christopher Grattan will be appointed to the board
of Britannia Living.
Britannia Living has not traded since the date of its incorporation nor entered
into any obligations other than in connection with the Offer and the financing
thereof. In particular, on 5 November 2002, Britannia Living, Robin Russell,
Kerry Neath, Richard Buckley, Christopher Grattan and certain Graphite Capital
funds entered into an agreement (the "Investment Agreement") setting out the
terms under which they would invest in Britannia Living, conditional on the
Offer becoming or being declared unconditional in all respects. The Investment
Agreement sets out the amount of shares and loan stock to be allocated to each
of the investors (as set out in more detail below), the matters for which the
directors of Britannia Living will need to seek consent from the Graphite
investment funds and the warranties being provided by each of Britannia Living
and Messrs Russell, Neath, Buckley and Grattan. Debt facilities to enable
Britannia Living to make the Offer have been arranged by the Bank of Scotland.
The following table sets out the proposed interests of each of Richard Buckley,
Christopher Grattan, Kerry Neath and Robin Russell, (or their respective family
trusts) and of certain funds managed by Graphite Capital in the loan stock and
in the issued share capital of Britannia Living after completion of the
arrangements proposed by the Investment Agreement:
Name Total investment Investment in share % of Britannia Investment in loan
capital Living share stock
# capital
# #
Robin Russell 100,000 100,000 10.26 -
Christopher Grattan 25,000 25,000 2.56 -
Richard Buckley 25,000 25,000 2.56 -
Kerry Neath 25,000 25,000 2.56 -
Funds managed by Graphite
Capital
9,294,000 800,000 82.06 8,494,000
Total 9,469,000 975,000 100.00 8,494,000
7. Information on Graphite Capital
Graphite Capital is a specialist provider of private equity finance to small and
medium sized businesses. Graphite Capital was formed in March 2001 when F&C
Ventures Limited was acquired by its management team from the Foreign & Colonial
Group. Graphite Capital has total funds under management of around #500 million.
Graphite Capital focuses on later stage mid-market companies, capitalised at up
to #70 million. Its main emphasis is on UK-based companies with some exposure
to Continental Europe. Its investments span management buy-outs and buy-ins, as
well as providing finance for acquisitions, expansion and turnarounds.
No investments made by funds managed by Graphite Capital prior to the Offer have
any known connection with Range, and none of the partners of Graphite Capital
has any prior interest in Range.
8. Background to the Offer
On 15 February 2002, it was announced that Range was in discussions that may or
may not lead to an offer being made for the Company at or around 20 pence for
each Range Share.
On 14 June 2002, it was announced that discussions were ongoing with Robin
Russell and certain directors of the Company (backed by funds managed by
Graphite Capital) (together, the "Graphite Parties"). It was disclosed that
John Armstrong and Nigel Wray had entered into undertakings that, providing the
Graphite Parties made an offer at or around 20 pence per share before 13 August
2002, committed them to enter into irrevocable undertakings to accept an offer
if made by the Graphite Parties at or around 20 pence per share before 13 August
2002, and committed them not to take part in any talks or negotiations with any
third party for the sale of shares in Range at a lower value than that envisaged
by the heads of terms agreed between the Company and the Graphite Parties.
Furthermore, Mr Armstrong agreed that he would waive part of his entitlement if
the aforementioned potential offer were to be made and that in the event that he
accepted a third party competing offer, he would personally reimburse certain
costs incurred by the Graphite Parties up to a total value of #350,000.
Following the expiry of these undertakings, on 15 August 2002, it was announced
that talks with the Graphite Parties were continuing, but that the Company had
been approached by another party, and that discussions had additionally now
commenced with that party. John Armstrong again agreed to waive part of his
entitlement if such an offer were to be made and in the event that he accepted a
third party competing offer, he would personally, under these circumstances,
reimburse certain costs incurred up to a value of #350,000. This party has not
been able to demonstrate that it is capable of financing an offer at a value
that would be acceptable to the Independent Directors.
On 9 October 2002, the Independent Directors announced that they had withdrawn,
on valuation grounds, from discussions with the Graphite Parties, and that the
board of Range had decided to declare a special interim dividend of one penny
per share, which was expected to be paid on 30 October 2002.
Thereafter, the Graphite Parties made a revised approach, and it was announced
on 22 October 2002 that discussions had recommenced. Subsequent to this, the
Independent Directors received a firm proposal from the Graphite Parties, which
is now reflected in the Offer.
The Offer is conditional, inter alia, on cancellation of the special interim
dividend that would otherwise have been paid to Range Shareholders on 30 October
2002 but was deferred on 30 October 2002 until further notice. Accordingly, the
Range board has decided to cancel the special interim dividend.
During the months leading up to this announcement, the Independent Directors
received preliminary expressions of interest from a number of other parties.
However, none of these parties proved able to put forward an offer that
represented sufficient value for Shareholders and that they could demonstrate
was capable of being financed. As at 5 November 2002, the Independent Directors
were in discussions with no party other than Britannia Living.
9. Reasons for the recommendation
It was announced on 15 August 2002 that John Armstrong had been unwell during
recent months and that he had relied upon the other members of the board of
Range to oversee and pursue the Company's strategy during this time. The
Independent Directors recognise that this will lead to increasing uncertainty,
which could have a damaging impact upon the performance of the business. In
these circumstances, the Independent Directors believe that the Offer is in the
best interests of Shareholders, enabling them to realise their investment in
Range Shares for cash whilst providing for effective management of the business
going forward.
Furthermore, the Independent Directors have received no other proposal that
represents adequate value for Shareholders and which is supported by adequate
financing, either before or during the period that has elapsed since the
announcement on 15 February 2002 that Range was in discussions that may or may
not lead to an offer being made for the Company. This is despite the fact that
talks have been held with a number of interested parties and that John Armstrong
agreed personally to reimburse certain costs of one of those parties in the
event that he accepted a third party competing offer.
10. Reasons for and benefits of the Offer
The board of Britannia Living believes that the acquisition of Range by
Britannia Living will:
* enable Range Shareholders to realise their investment in Range for cash;
* remove from Range the financial, managerial and regulatory burdens of
being a company whose shares are admitted to trading on AIM; and
* enable Range to access sources of capital and adopt a financial structure
not otherwise appropriate for a company whose shares are admitted to trading
on AIM.
Upon completion of the Offer, Britannia Living intends to review the strategy of
the Range business with a view to building on the achievements of the Company
over the last few years. There is no present intention for any major changes to
be introduced in the business or for the redeployment of the fixed assets of
Range.
11. Arrangements with management
Richard Buckley and Christopher Grattan have agreed that, following the Offer
becoming or being declared unconditional in all respects, they will enter into
new service agreements with Britannia Living in substitution for their existing
contracts with Range. In addition, under the terms of the Investment Agreement,
Richard Buckley and Christopher Grattan have given certain warranties to
Graphite Capital regarding Range's business and affairs and will be interested
in the share capital of Britannia Living as set out in section 6 above.
12. Management and employees
Following the Offer becoming or being declared unconditional in all respects,
Richard Buckley and Christopher Grattan have agreed to join the board of
Britannia Living.
The Independent Directors have agreed to resign from the board of Range upon the
Offer becoming or being declared unconditional in all respects.
The board of Britannia Living has given assurances to the Independent Directors
that, following the Offer becoming or being declared unconditional in all
respects, the existing employment rights, including pension rights, of the
employees of Range will be fully safeguarded.
13. Cancellation of admission to trading on AIM, re-registration of Range
as a private company and compulsory acquisition
Britannia Living intends, if sufficient acceptances of the Offer are received
and/or sufficient Range Shares are otherwise acquired, to procure that Range
will apply for the cancellation of the admission to trading of Range Shares on
AIM. It is anticipated that such cancellation will take effect not less than
twenty business days after the Offer becomes or is declared unconditional in all
respects. The cancellation of admission to trading will significantly reduce
the liquidity and marketability of any Range Shares not assented to the Offer.
It is further intended that, following the Offer becoming or being declared
unconditional in all respects and following the cancellation of the admission to
trading referred to above, Range be re-registered as a private company under the
relevant provisions of the Companies Act.
If Britannia Living receives acceptances under the Offer in respect of and/or
otherwise acquires 90 per cent. or more of the Range Shares to which the Offer
relates, and the Offer becomes or is declared unconditional in all respects, it
intends to apply the provisions of sections 428 to 430F (inclusive) of the
Companies Act to acquire compulsorily all outstanding Range Shares.
14. General
The Offer will be made on the terms and subject, inter alia, to the conditions
which are set out in Appendix I and on the further terms that will be set out in
the formal Offer Document and such further terms as may be required to comply
with the provisions of the City Code. Range and Britannia Living intend that the
Offer Document will be posted to Range Shareholders as soon as reasonably
practicable. The availability of the Offer to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
The directors of Britannia Living accept responsibility for the information
contained in this announcement other than that relating to Range, the Range
Directors and members of their immediate families, related trusts and persons
connected with them. To the best of the knowledge and belief of the directors
of Britannia Living (who have taken all reasonable care to ensure that such is
the case), such information is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The directors of Graphite Capital accept responsibility for the information
contained in this announcement other than that relating to Range, the Range
Directors and members of their immediate families, related trusts and persons
connected with them. To the best of the knowledge and belief of the directors
of Graphite Capital (who have taken all reasonable care to ensure that such is
the case), such information is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The Range Directors accept responsibility for the information contained in this
announcement relating to Range, the Range Directors and members of their
immediate families, related trusts and persons connected with them (other than
the recommendation in respect of the Offer for which the Independent Directors
accept responsibility). To the best of the knowledge and belief of the Range
Directors (who have taken all reasonable care to ensure that such is the case),
such information is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Independent Directors accept responsibility for the recommendation in
respect of the Offer. To the best of the knowledge and belief of the
Independent Directors (who have taken all reasonable care to ensure that such is
the case), such information is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Appendix III contains definitions of the terms used in this announcement.
The Offer will not be made, directly or indirectly, in or into the United
States, or by use of the United States mails, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone or
e-mail) of United States interstate or foreign commerce, or any facility of a
United States national securities exchange nor will it be made in Canada,
Australia or Japan. Accordingly, this announcement and copies of this
announcement must not be mailed or otherwise distributed or sent in, into or
from the United States, Canada, Australia or Japan and persons receiving this
announcement must not distribute or send it in, into or from the United States,
Canada, Australia or Japan
This announcement does not constitute an offer or an invitation to purchase any
securities.
Altium Capital, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Britannia Living and for no one else in
connection with the Offer and will not be responsible to anyone other than
Britannia Living for providing the protections afforded to customers of Altium
Capital nor for giving advice in relation to the Offer.
Brewin Dolphin, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Range and for no one else in connection with
the Offer and will not be responsible to anyone other than Range for providing
the protections afforded to customers of Brewin Dolphin nor for giving advice in
relation to the Offer.
Brewin Dolphin has given and not withdrawn its written consent to the issue of
this announcement with the inclusion herein of the references to its name in the
form and context in which they appear.
Altium Capital has approved this announcement as a financial promotion solely
for the purpose of section 21 of the Financial Services and Markets Act 2000.
Enquiries:
Helen Kilsby Tel: 0207 484 4040
Director
Altium Capital Limited
Keith Salisbury Tel: 0161 839 4222
Director
Brewin Dolphin Securities Limited
John Armstrong Tel: 01253 471 122
Chairman
The Range Cooker Company PLC
APPENDIX I
Conditions of the Offer
The Offer will be subject to the following conditions:
(A) valid acceptances being received (and not, where permitted, withdrawn)
by no later than 3.00 p.m. on the day 21 days after the Offer is made (or such
later time(s) and/or date(s) as Britannia Living may, with the consent of the
Panel or subject to the rules of the City Code, decide) in respect of not less
than 90 per cent. (or such lower percentage as Britannia Living may decide) in
nominal value of the Range Shares to which the Offer relates, provided that this
condition shall not be satisfied unless Britannia Living and/or any of its
wholly owned subsidiaries shall have acquired or agreed to acquire, whether
pursuant to the Offer or otherwise, Range Shares carrying, in aggregate, more
than 50 per cent. of the voting rights then normally exercisable at general
meetings of Range. For the purpose of this condition:
(i) Range Shares which have been unconditionally allotted shall be
deemed to carry the voting rights they will carry upon being entered into the
register of members of Range; and
(ii) the expression "Range Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F (inclusive) of the Companies
Act 1985;
(B) the special interim dividend of 1p per Range Share announced by the
board of Range on 9 October 2002, that would otherwise have been paid on 30
October 2002 but was deferred on 30 October 2002 until further notice, having
been cancelled and not paid;
(C) the delivery by Ilve and Range of the executed Deed of Amendment in
accordance with the Undertaking described in paragraph 4 of this announcement;
(D) no government, or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, authority (including
any national anti-trust or merger control authority), court, trade agency,
association, institution or professional or environmental body or any other
person or body in any jurisdiction (each a "Relevant Authority") having decided
to take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, or having made, proposed or enacted any
statute, regulation, order or decision, or having taken any other steps which
would or might reasonably be expected to:
(i) make the Offer or its implementation or the acquisition or proposed
acquisition of any Range Shares or other securities in, or control of Range by
Britannia Living or any member of the Wider Britannia Living Group (as defined
below) void, illegal and/or unenforceable under the laws of any relevant
jurisdiction or otherwise, directly or indirectly, restrain, prohibit, restrict,
delay or otherwise materially interfere with the Offer, its implementation or
such proposed acquisition by Britannia Living or impose additional conditions or
obligations with respect thereto, or otherwise challenge or interfere therewith;
(ii) result in a material delay in the ability of Britannia Living or any
member of the Wider Britannia Living Group, or render Britannia Living or any
member of the Wider Britannia Living Group unable to acquire all or some of the
Range Shares or other securities in Range or require, prevent or delay a
divestiture by any member of the Wider Britannia Living Group of any such Range
Shares or securities;
(iii) require, prevent or delay the divestiture or alter the terms
envisaged for any proposed divestiture by Britannia Living, any holding company
or parent undertaking of Britannia Living or any of their respective
subsidiaries, subsidiary undertakings or associated companies or any joint
venture, partnership, firm or company in which any of them has an interest
(together the "Wider Britannia Living Group") or by Range or (if any) any of its
subsidiaries, subsidiary undertakings or associated companies or any joint
venture, partnership, firm or company in which any of them has an interest
(together, the "Wider Range Group") of all or any portion of their respective
businesses, assets or properties or impose any limitation on the ability of any
of them to conduct all or any portion of their respective businesses or to own
all or any portion of their respective assets or properties;
(iv) impose any material limitation on, or result in a delay in, the
ability of any member of the Wider Britannia Living Group to acquire or to hold
or to exercise effectively, directly or indirectly, any rights of ownership of
shares or loans or other securities (or the equivalent) in any member of the
Wider Range Group or Wider Britannia Living Group or to exercise management
control over any such member;
(v) require any member of the Wider Britannia Living Group or the Wider
Range Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the Wider Range Group or the Wider
Britannia Living Group owned by any third party;
(vi) to an extent which is material in the context of the Range Group
result in any member of the Wider Range Group ceasing to be able to carry on
business under the name which it presently does so; or
(vii) otherwise adversely affect the business, assets, profits or prospects
of any member of the Wider Britannia Living Group or of the Wider Range Group to
an extent material in the context of the Wider Britannia Living Group or the
Wider Range Group, in either case taken as a whole (as appropriate);
and all applicable waiting and other time periods during which any Relevant
Authority could decide to take, institute, implement or threaten any such
action, proceeding, suit, investigation, enquiry or reference or otherwise
intervene under the laws of any jurisdiction in respect of the Offer or the
acquisition or proposed acquisition of any Range Shares having expired, lapsed
or been terminated;
(E) all necessary filings or applications in connection with the Offer or
its implementation having been made, all appropriate waiting periods (including
any extension(s) thereof) in respect of the Offer under any applicable
legislation or regulations of any jurisdiction having expired, lapsed or been
terminated and all authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals ("Authorisations
") necessary for or appropriate in respect of the Offer and the proposed
acquisition of any shares or other securities in, or control of, Range by any
member of the Wider Britannia Living Group, or which are necessary for any
member of the Wider Range Group to carry on its business, having been obtained
in terms and in a form reasonably satisfactory to Britannia Living from all
appropriate Relevant Authorities or other bodies with whom any member of the
Wider Range Group has entered into contractual arrangements and all such
Authorisations remaining in full force and effect at the time at which the Offer
becomes otherwise unconditional and all appropriate waiting periods (including
extensions thereof) under any applicable legislation and regulations in any
jurisdiction having expired or been terminated and there being no intimation or
notice of any intention to revoke or not to renew any of the same having been
received, in each case as may be necessary in connection with the Offer under
the laws or regulations of any jurisdiction and all necessary statutory or
regulatory obligations in connection with the Offer and its implementation in
any relevant jurisdiction having been complied with;
(F) save as disclosed in the Accounts or as otherwise publicly announced by
delivery of an announcement to the Company Announcements Office of the London
Stock Exchange prior to 5 November 2002 or disclosed in writing to Britannia
Living or their advisors prior to 5 November 2002 (each and collectively "Range
Disclosed Matters") there being no provision of any arrangement, agreement,
licence, permit, franchise or other instrument to which any member of the Wider
Range 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 making of the Offer or the acquisition or proposed
acquisition of any shares or other securities in Range or because of change in
control or management of Range or otherwise, would, could or might reasonably
result in, to an extent which is material in the context of the Wider Range
Group, taken as a whole:
(i) any monies borrowed by or other indebtedness (actual or
contingent) of or grant available to any member of the Wider Range Group which
is not already repayable on demand being or becoming repayable or being capable
of being declared repayable immediately or prior to the stated maturity date or
repayment date or the ability of any such member to borrow monies or incur any
indebtedness being or being capable of becoming withdrawn or inhibited;
(ii) the creation or enforcement of any liabilities or any
mortgage, charge or other security interest over the whole or any part of the
business, property or assets of any member of the Wider Range Group or any such
security interest (whenever arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, licence, permit,
franchise or instrument, or the rights, liabilities, obligations or interests or
business of any member of the Wider Range Group under any such arrangement,
agreement, licence, permit, franchise or instrument, being terminated or
adversely modified or affected or any material action being taken or any
material obligation or liability arising thereunder;
(iv) any assets or interests of any member of the Wider Range
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) the interests or business of any member of the Wider
Range Group in or with any person, firm, company or body (or any arrangement or
arrangements relating to such interest or business) being terminated or
adversely modified or affected;
(vi) any member of the Wider Range Group ceasing to be able
to carry on business under any name under which it presently does so;
(vii) the value or the financial or trading position or
prospects of any member of the Wider Range Group being prejudiced or adversely
affected; or
(viii) the creation of any material liability, actual or
contingent, by any member of the Wider Range Group, and no event having occurred
which, under any provision of any agreement, arrangement, licence, permit,
franchise or other instrument to which any member of the Wider Range Group is a
party or by or to which any such member or any of its assets may be bound,
entitled or subject, is reasonably likely to result in any of the events or
circumstances as are referred to in sub-paragraphs (i) to (viii) of this
paragraph (F);
(G) save as disclosed in Range Disclosed Matters and save for the special
interim dividend that was announced on 9 October 2002, that would otherwise have
been paid on 30 October 2002 but was deferred on 30 October 2002 until further
notice, no member of the Wider Range Group having since 30 April 2002:
(i) issued, agreed 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 or convertible securities;
(ii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution, whether payable
in cash or otherwise;
(iii) merged or demerged with any body corporate or acquired or disposed
of, or transferred, mortgaged or charged or created any security interest over
any assets or any right, title or interest in any asset (including shares and
trade investments) or authorised, proposed or announced any intention to propose
any merger, demerger, acquisition, disposal, transfer, mortgage, charge or
security interest in each case;
(iv) issued, authorised or proposed the issue of any debentures or
incurred or increased any indebtedness or contingent liability in each case to
an extent which is material in the context of the Wider Range Group, taken as a
whole;
(v) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or redeemed or reduced
or made any other change to any part of its share capital to an extent which is
material in the context of the Wider Range Group;
(vi) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction, arrangement or
commitment (whether in respect of capital expenditure or otherwise) which is of
a long-term, onerous or unusual nature or magnitude or which involves or could
involve an obligation of a nature or magnitude which, in any case, is material
in the context of the Wider Range Group, taken as a whole;
(vii) implemented or authorised, proposed or announced its intention to
implement or enter into any reconstruction, amalgamation, commitment, scheme or
other transaction or arrangement otherwise than in the ordinary course of
business;
(viii) other than as disclosed in writing to Britannia Living prior to 5
November 2002, entered into or made an offer (which remains open for acceptance)
to enter into or vary the terms of any service agreement or any other agreement
or arrangement with any of its directors or senior executives or any connected
person of any of such person (within the meaning of section 346 of the Companies
Act) other than in the ordinary course of business;
(ix) waived or compromised any claim other than in the ordinary course of
business;
(x) taken any corporate action or had any legal proceedings
started or threatened against it for its winding up, dissolution or
re-organisation or for the appointment of a receiver, administrative receiver,
trustee or similar officer of all or any of its assets or revenues or any
analogous proceedings in any jurisdiction or had any such person appointed;
(xi) entered into any contract, transaction or arrangement which is to be
restrictive in a material respect on the business of any member of the Wider
Range Group or Wider Britannia Living Group other than to a nature and extent
which is normal in the context of the business concerned;
(xii) made any material alteration to its Memorandum or Articles of
Association or other incorporation documents;
(xiii) 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 or ceased (or threatened to cease) carrying on all or a substantial
part of its business in each case which is material in the context of the Wider
Range Group, taken as a whole; or
(xiv) entered into or made an offer (which remains open for acceptance) to
enter into an agreement or commitment or passed any resolution or announced or
made any proposal with respect to any of the transactions or events referred to
in this paragraph (G);
(H) save for Range Disclosed Matters:
(i) there having been no adverse change and no other circumstance having
arisen which would or might be likely to result in any adverse change in the
business, assets, financial or trading position or profits or prospects of any
member of the Wider Range Group to an extent which is material in the context of
the Wider Range Group, taken as a whole;
(ii) there not having been instituted or remaining outstanding any
litigation, arbitration proceedings, prosecution or other legal proceedings to
which any member of the Wider Range Group is or may become a party (whether as
plaintiff or defendant or otherwise) and no such proceedings having been
threatened against any such member and no investigation by any Relevant
Authority against or in respect of any member of the Wider Range Group or the
business carried on by any member of the Wider Range Group having been
threatened by or against, announced or instituted or remaining outstanding in
respect of any member of the Wider Range Group and the effect of which is or is
likely to be material in the context of the Wider Range Group, taken as a whole;
(iii) no contingent or other liability having been incurred which might
reasonably be expected to materially and adversely affect any member of the
Wider Range Group, taken as a whole; and
(I) Britannia Living not having discovered that, save for Range Disclosed
Matters:
(i) any financial, business or other information concerning the Wider
Range Group disclosed at any time is misleading or contains a misrepresentation
of fact or omits to state a fact necessary to make the information contained
therein not misleading to an extent which is material in the context of the
Wider Range Group, taken as a whole;
(ii) any member of the Wider Range Group is subject to any liability,
contingent or otherwise, existing at 30 April 2002, which is not disclosed in
the audited accounts of Range for the financial year ended on that date and
which is material in the context of the Wider Range Group, taken as whole; or
(iii) in relation to any release, omission, disposal or other fact or
circumstance which causes or might cause pollution of the environment or harm to
human health, no past or present member of the Wider Range Group having, in any
manner, to an extent which is material in the context of the Wider Range Group
taken as a whole (i) committed any violation of any laws, statutes, ordinances,
regulations or other requirements of any Relevant Authority; and/or (ii)
incurred any liability (whether actual or contingent) with respect thereto.
Britannia Living reserves the right to waive, in whole or in part, all or any of
the above conditions except conditions (A) and (B). Conditions (C) to (I)
inclusive, if not, where applicable, waived, must be fulfilled or satisfied
within 21 days after the later of the first closing date of the Offer and the
date on which condition (A) is satisfied (or in each case such later date as the
Panel may agree), failing which the Offer will lapse. In such a case, the Offer
will cease to be capable of further acceptances and Britannia Living, Altium
Capital and the holders of Range Shares shall thereupon cease to be bound by
prior acceptances. Britannia Living shall be under no obligation to waive or
treat as satisfied any of conditions (C) to (I) inclusive by a date earlier than
the latest date specified above for the satisfaction thereof notwithstanding
that the other conditions of the Offer may at such earlier date have been waived
or fulfilled and that there are at such earlier date no circumstances indicating
that any such conditions may not be capable of fulfilment.
If Britannia Living is required by the Panel to make an Offer for the Range
Shares under the provisions of Rule 9 of the City Code, Britannia Living may
make such alterations to the above conditions, including condition (A), as are
necessary to comply with the provisions of that Rule.
The Offer will lapse if it is referred to the Competition Commission before 3.00
p.m. on the day 21 days after the Offer is made or the date on which the Offer
becomes or is declared unconditional as to acceptances, whichever is the later
and if the Offer so lapses the Offer will cease to be capable of further
acceptance and accepting Range Shareholders, Britannia Living and Altium Capital
will cease to be bound by Forms of Acceptance submitted before the time when the
Offer lapses.
APPENDIX II
Bases of calculations and sources of information
(A) The value of the whole of the issued ordinary share capital of Range is based on the number of
159,000,000 Range Shares in issue on 5 November 2002.
(B) Unless otherwise stated, the financial information on Range contained in this announcement is
extracted from Range's annual report and accounts for the financial years ended 30 April 2001 and
30 April 2002.
APPENDIX III
Definitions
The following definitions apply throughout this announcement, unless the context
otherwise requires:
"Accounts" the reported accounts of Range for the year ended 30 April 2002
"Act" or "Companies Act" the Companies Act 1985, as amended
"AIM" the Alternative Investment Market of the London Stock Exchange
"Altium Capital" Altium Capital Limited
"Australia" the Commonwealth of Australia, its territories and possessions
"Bank of Scotland" the Governor and Company of the Bank of Scotland
"Brewin Dolphin" Brewin Dolphin Securities Limited
"Britannia Living" Britannia Living Limited
"business day" a day on which the London Stock Exchange is open for business
"Canada" Canada, its provinces and territories and all areas subject to its
jurisdiction and any political subdivision thereof
"City Code" the City Code on Takeovers and Mergers
"Directors" or "Range Directors" the directors of Range, being John Armstrong, Kevin Philbin, Stanley
Wilkinson, Christopher Grattan and Richard Buckley
"Form of Acceptance" the form of acceptance and authority relating to the Offer that will
accompany the Offer Document
"Graphite Capital" Graphite Capital Management Limited (formerly known as F&C Ventures
Limited)
"Ilve" Ilve S.p.A.
"Independent Directors" John Armstrong, Kevin Philbin and Stanley Wilkinson
"Investment Agreement" the investment agreement, details of which will be set out in the Offer
Document
"Japan" Japan, its cities and prefectures, territories and possessions
"London Stock Exchange" London Stock Exchange plc
"Offer" the recommended cash offer proposed to be made by Altium Capital on
behalf of Britannia Living to acquire the entire issued share capital
of Range, including where the context admits, any subsequent revision,
variation, extension or renewal thereof
"Offer Document" the document containing the Offer
"Panel" the Panel on Takeovers and Mergers
"Range Shareholder" or "Shareholder" a holder of Range Shares
"Range Shares" or "Shares" ordinary shares of 0.5p each in Range currently in issue, allotted and
fully paid and any further such shares which have been unconditionally
allotted or issued before the date on which the Offer closes (or such
earlier date as Britannia Living may subject to the City Code
determine, not being earlier than the date on which the Offer becomes
unconditional as to acceptances or, if later, the first closing date of
the Offer)
"Range" or the "Company" The Range Cooker Company PLC
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" 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 areas subject to its jurisdiction
The terms "subsidiary and "subsidiary undertakings" as used in these definitions
shall have the meanings given by the Companies Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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