08 September 2005
RULE 9 WAIVER
8 September 2005
The Company has agreed with the Investor, subject, inter alia, to the
Resolutions being passed at the EGM, that the Investor will make an equity
investment of £908,778.69 into the Company by way of the subscription by the
Investor of 90,877,869 new Ordinary Shares. In addition, the Investor may also
provide further funding to Lilestone by way of a loan.
Over the past 12 months the Company has experienced severe trading difficulties
due principally to the general retail slowdown which has particularly effected
the luxury goods market. The reduction in turnover and the resultant impact on
working capital have prevented the Company from making investments in new
products, further deteriorating the Company's position.
The Company has no additional banking facilities available and has recently only
been able to continue trading due to the goodwill of some suppliers. As a
result there is an urgent need for new capital to be invested in the Company.
The Directors have been negotiating with several parties and this has led to the
Subscription Agreement being entered into today.
The subscription by the Investor of the Subscription Shares in accordance with
the terms of the Subscription Agreement is subject, inter alia, to the
Shareholders giving the Directors the requisite authorities under the Act to
make such allotment by approving the Resolutions at the EGM.
2. Extraordinary General Meeting
A notice convening the EGM is set out at the end of this document. The EGM will
be held at the offices of Finers Stephens Innocent LLP, 179 Great Portland
Street, London W1W 5LS at 10.00 a.m. on 30 September 2005.
3. Directors' authority to allot shares
Resolution 1, which is an ordinary resolution, seeks Shareholders' approval to
increase the Company's share capital to £1,200,000.
Resolution 2, which is an ordinary resolution, seeks Shareholders' approval to
give the Directors general authority to allot 90,877,869 Ordinary Shares.
Resolution 3, which is a special resolution, seeks Shareholders' approval to
give the Directors authority to allot up to 90,877,869 new Ordinary Shares for
cash to persons other than Shareholders.
4. Irrevocable undertakings
The Company has received irrevocable undertakings to vote, or to procure the
votes of Ordinary Shares held, in favour of the Resolutions from the following
Name of shareholder Ordinary Shares in respect of Percentage of issued share
which irrevocable undertakings capital in the Company
have been received
Nina Hampson 2,607,600 26.54
Charlotte Semler West 2,811,681 28.62
Sinjul Nominees Limited 1,796,939 18.29
Daniel Stewart Securities plc 714,285 7.27
5. City Code on Take-Overs and Mergers
The City Code applies to public companies which are resident in the United
Kingdom, the Channel Islands or the Isle of Man and therefore applies to the
Company. Under Rule 9 of the City Code a party acquiring a holding of 30% or
more of a company's voting rights is normally obliged to make a general offer to
all other shareholders to acquire the shares not held by them.
Rule 9 of the City Code also states that if any person or group of persons
acting in concert holds not less than 30%, but not more than 50% of the voting
rights of such a company a general offer will normally be required if any
further shares are acquired.
An offer under Rule 9 must be in cash and at the highest price paid within the
preceding twelve months for any shares in the company by the person required to
make the offer or any person acting in concert with him.
If the Investor makes the equity investment in the Company by way of the
subscription of the Subscription Shares, the Investor, which previously held no
Ordinary Shares, will hold approximately 90.25% of the enlarged issued ordinary
share capital of the Company.
The requirement for a general offer will normally be waived by the Panel if the
independent shareholders pass a resolution ('a whitewash resolution') approving
such a waiver. The Panel also has the power to waive the requirement for a
general offer to be made where independent shareholders representing more than
50% of the shares of a company (which would be eligible to vote on a whitewash
resolution) irrevocably undertake to vote in favour of a whitewash resolution,
were one to be put to shareholders.
The Directors have received an irrevocable undertaking of this nature from an
independent shareholder, being Nina Hampson, holding more than 50% of the
ordinary shares of the Company that would be eligible to vote at a general
meeting of the Company if a whitewash resolution was so proposed. Accordingly
the Panel has waived the requirement for a general offer to be made by the
Investor following the issue by the Company of the Subscription Shares.
6. The Investor
The Investor is a private limited company incorporated in England and Wales on 1
September 2005 with registered number 05551556. The registered office of the
Investor is at Lacon House, Theobald's Road, London WC1X 8RW. The current
authorised share capital of the Investor is 1,000,000 ordinary shares of £0.001
The sole director of the Investor at the date of this document is Robert
The shareholders of the Investor at the date of this document are Leo Gestetner
and Daniel Gestetner who each hold 99,600 shares in the capital of the Investor.
By the time of the completion of the subscription of the Subscription Shares it
is intended that the shareholders of the Investor will be as follows:
Name of shareholder Number of ordinary shares held in Percentage of issued share
the capital of the Investor capital in the Investor
Duet Private Equity Fund 1 L.P. 274,261 33.04%
Eclipse VCT plc 128,889 15.53%
Eclipse VCT 2 plc 76,807 9.26%
Sinjul Nominees Limited 68,565 8.26%
Daniel Gestetner 109,199 13.16%
Leo Gestetner 109,199 13.16%
Jonathan Gestetner 8,228 0.99%
Brian Smouha* 27,426 3.30%
Guy Naggar 27,426 3.30%
* These shares will be held jointly with his wife Hana Smouha
Duet Private Equity Fund 1 L.P. is a limited partnership established under the
laws of the Cayman Islands whose address is c/o M&C Corporate Services Limited,
PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman,
Cayman Islands. It is a UK and EU focused private equity fund. Its general
partner is Duet Capital Partners Limited and it is managed by Duet Asset
Management Limited. Both companies are part of the Duet Group an asset
management group with over $400 million under management. Duet Asset Management
Limited is a private limited company incorporated in England and Wales on 30
November 1999 with registered number 03888616. The registered office of Duet
Asset Management Limited is 35 Dover Street, London W1S 4NQ and the directors
are Henry Gabay, Alain Schibl and Franck Sylvain.
Eclipse VCT plc is a public limited company incorporated in England and Wales on
16 March 2004 with registered number 05074325. The registered office of Eclipse
VCT plc is 8 Angel Court, London EC2R 7HP and the directors are Matthew Cooper,
Christopher Lyttelton and Roger Penlington. The principal business of Eclipse
VCT plc is to operate as a venture capital trust fund in order to invest in
smaller UK companies.
Eclipse VCT 2 plc is a public limited company incorporated in England & Wales on
15 October 2004 with registered number 05260491. The registered office of
Eclipse VCT 2 plc is 8 Angel Court, London EC2R 7HP and the directors are
Matthew Cooper, David Lambert and Marc Vlessing. The principal business of
Eclipse VCT plc is to operate as a venture capital trust fund in order to invest
in smaller UK companies.
Sinjul Nominees Limited is a private limited company incorporated in England and
Wales on 15 October 1934 with registered number 00293097. The registered office
of Sinjul Nominees Limited is 21 New Street, Bishopsgate, London EC2M 4HR and
the directors are Peter Billings, Philip Clarke, Paul Evans, Nicola Geeson,
Peter Herrington, Sharon Pearce, David Pelham, Norman Roberts and Paul Sullivan.
The principal business of Sinjul Nominees Limited is to act as a nominee
company in respect of a discretionary fund managed by Singer & Friedlander
Investment Management Limited
Please refer to the information provided on Leo Gestetner and Daniel Gestetner
their capacities as proposed directors as set out in paragraph 7 below.
Jonathan Gestetner, father of Leo and Daniel Gestetner, received an engineering
degree from the Massachusetts Institute of Technology before joining Gestetner
Holdings Plc where he became chairman during the 1970's. Jonathan left
Gestetner Holdings Plc in 1987 when he acquired Marlborough Rare Books Limited,
a company with which he is still involved.
Brian Smouha is a qualified accountant who was a partner in Deloite & Touche
from 1970 until his retirement in 2001. During that time he established the
specialist financial institutions group, led the liquidation of BCCI, and from
1997 to 2001 led the Deloite & Touche audit of World Bank. Brian currently
holds several non-executive directorships and is Deputy Chairman of Dawney Day.
Guy Naggar is chairman of Dawnay, Day International Limited. He trained as a
merchant banker with Samuel Montagu & Co. and later became Deputy Chairman of
Charterhouse Bank. He has guided the Dawnay, Day Group's expansion and
spearheaded its specialisation in corporate finance, investment management,
property services and other focused financial services.
7. The Board
Immediately following the passing of the Resolutions at the EGM and simultaneous
with Completion, Alex Johnston will resign as a director of the Company and Leo
Gestetner and Daniel Gestetner will be appointed as additional directors of the
Company. Leo Gestetner will be appointed chairman of the Board.
Leo Gestetner (aged 32) and Daniel Gestetner (aged 34), Proposed Directors
Having sold their shopping portal, ShopSmart, to Barclaycard in 2001, Daniel and
Leo Gestetner formed The Bandwidth Group LLP as a vehicle to buy, sell and
actively manage a group of brand led companies.
In early 2003 they formed The Kendal Group Limited as a specific vehicle focused
on the acquisition of sports and leisure brands. The first brand purchased was
Zoggs, the market leading swimwear and swim equipment brand, in July 2003. This
was followed by the acquisition of PureLime, a leading designer and producer of
high quality clothing for the fast growing women's aerobic and fitness wear
market in October 2004. The Kendal Group Limited is actively looking to build
up its portfolio of sports brands.
In March 2005 Daniel and Leo formed a vehicle called First Sports Group Limited
to acquire First Retail Limited, the leading sports retailer within the UK
private leisure club market. First Retail Limited has over 110 outlets within
the David Lloyd, Esporta and Holmes Place chains. First Retail Limited is in
the process of rolling the concept out further and plans to open another 100
outlets over the next two years.
It is further proposed that Nina Hampson and Charlotte Semler West will remain
as directors of the Company following the passing of the Resolutions at the EGM
and Completion taking place. On Completion, their existing service agreements
will be terminated and they will enter into new service contracts with the
Company to provide for new terms and conditions of employment.
8. Action to be taken by Shareholders
Shareholders will find enclosed with this document a Form of Proxy for use at
the Extraordinary General Meeting. The Form of Proxy should be completed and
returned in accordance with the instructions printed thereon so as to arrive at
the Company's business address being Lilestone Plc, 77 Lonsdale Road, London W11
2DF (marked for the attention of the Company Secretary) as soon as possible and
in any event not later than 10.00 a.m. on 28th September 2005. Completion and
return of a Form of Proxy will not prevent Shareholders from attending and
voting in person at the Extraordinary General Meeting should they so wish.
The Directors believe that the Proposals are in the best interests of the
Company and its Shareholders and recommend you to vote in favour of the
Resolutions as we have irrevocably undertaken to do or procure to be done in
respect of our shareholdings amounting to 5,419,281 Ordinary Shares in
aggregate, representing approximately 55.16 per cent. of the issued ordinary
share capital of the Company.
'Act' the Companies Act 1985 (as amended);
'City Code' the United Kingdom City Code on Takeovers and Mergers;
'Company' Lilestone Plc;
'Completion' completion of the Subscription Agreement and the subscription by the Investor
for the Subscription Shares, due to take place on 30 September 2005;
'Directors' or 'Board' the directors of the Company, whose full names are set out on page 4 of this
'EGM' or 'Extraordinary General the extraordinary general meeting of the Company convened for 10.00 a.m. on 30
Meeting' September 2005, notice of which is set out at the end of this document;
'Form of Proxy' the form of proxy for use by Shareholders at the EGM;
'Group' the Company and its subsidiaries;
'Subscription Agreement' means an agreement dated 8th September 2005 made between (1) the Company (2)
Charlotte Semler West and Nina Martine Hampson and (3) the Investor whereby,
conditional, inter alia, on the passing of the Resolutions, the Investor will
subscribe for the Subscription Shares;
'Investor' Lilestone Holdings Limited, a private limited company which has conditionally
agreed to subscribe for the Subscription Shares pursuant to the terms of the
Subscription Agreement, further information on which is set out in Part I of
'Ordinary Shares' the ordinary shares of 1 pence each in the capital of the Company;
'Notice' the notice of EGM which is set out at the end of this document;
'Panel' the Panel on Take-Overs and Mergers;
'Proposals' the proposals set out in this document;
'Resolutions' the resolutions set out in the Notice;
'Shareholders' holders of Ordinary Shares; and
'Subscription Shares' means the 90,877,869 unissued Ordinary Shares which, conditional upon the
passing of the Resolutions, are to be subscribed by the Investor at par value
in accordance with the terms of the Subscription Agreement.
Nina Hampson, Director, 020 7221 2299
David Coffman, Axiom Capital Limited, 020 8455 0011
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