Offer by Bravo InvestmentsPlc

Brooks Service Group PLC 5 December 2000 PART 1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN BRAVO INVESTMENTS PLC RECOMMENDED CASH OFFER FOR BROOKS SERVICE GROUP PLC AND POSTING OF THE OFFER DOCUMENT Summary * The board of Bravo Investments plc ('Bravo Investments') and the Independent Directors of Brooks Service Group Plc ('Brooks Service Group') announce the terms of a recommended cash offer, to be made by Rickitt Mitchell & Partners Limited on behalf of Bravo Investments, for all the issued and to be issued ordinary share capital of Brooks Service Group other than the Brooks Service Group Shares held by John Walters, Patrick Mulcahy and their respective wives. * The Offer Document will be posted to Shareholders today. * The Offer is on the basis of 200p in cash for each Brooks Service Group Share and includes a Loan Note Alternative available to those validly accepting the Offer. * The Offer price of 200p per Brooks Service Group Share represents a premium of approximately 21.2 per cent. over the Closing Price of 165p on 27 November 2000 (the last dealing day prior to the date on which Brooks Service Group announced that it had received an approach which could lead to an offer). * The Offer price of 200p per Brooks Service Group Share values the whole of the existing issued share capital of Brooks Service Group at approximately £26.1 million. * The Offer price of 200p per Brooks Service Group Share values each Brooks Service Group Share more highly than at any point over the last five years. * The Independent Directors unanimously recommend Shareholders to accept the Offer. * Simon Brooks, the Chairman of Brooks Service Group, members of his immediate family and their family and trustees of their family trusts have given irrevocable undertakings to Bravo Investments to accept the Offer in respect of their entire holdings amounting in aggregate to 1,812,421 Brooks Service Group Shares (representing approximately 13.9 per cent. of the existing issued share capital of Brooks Service Group). In addition, Mr Brooks has agreed that he will pay to Alchemy Partners (Guernsey) any increased net receipts, and an amount equal to any increased net receipts of his wife and pension fund, resulting from a higher offer, should one be made and become unconditional. * In addition, the other Independent Directors have given further irrevocable undertakings to Bravo Investments to accept the Offer in respect of their entire beneficial holdings amounting in aggregate to 217,500 Brooks Service Group Shares (representing approximately 1.6 per cent. of the existing issued share capital of Brooks Service Group). * Thus, Bravo Investments has received irrevocable undertakings to accept the Offer in respect of a total of 2,029,921 Brooks Service Group Shares, representing approximately 15.5 per cent. of the existing issued ordinary share capital of the Company. These irrevocable undertakings remain binding in the event of a higher offer, unless the Offer lapses or is withdrawn. * If the Offer becomes or is declared unconditional in all respects, John Walters and Patrick Mulcahy, the Chief Executive and Finance Director of Brooks Service Group respectively, will join the boards of Bravo Investments and its parent company Bravo Holdings. * Paul Bridges, a director of Bravo Investments, said: 'The board of Bravo Investments believes that full acceptance of the Offer will enable Brooks Service Group Shareholders to realise the cash value of their investment in Brooks Service Group, without incurring dealing charges, at a premium of approximately 21.2 per cent. to the Closing Price on 27 November 2000; relieve Brooks Service Group of the regulatory burdens of being a listed company; enhance the ability of Brooks Service Group's businesses to respond to the opportunities and demands of their markets as they arise; and enable Brooks Service Group to access sources of capital and adopt financial structures which are not appropriate for a listed company.' * Commenting on the Offer, Simon Brooks, Chairman of Brooks Service Group, said: 'Your directors have for some time been concerned that the Brooks Service Group Share price does not reflect fully the value of the business and its prospects and have been reviewing alternative strategies for the Company. They have concluded that the Offer represents an opportunity which they consider to be in the best interests of the Shareholders as a whole, at the present time. The Independent Directors accordingly unanimously recommend Brooks Service Group Shareholders to accept the Offer.' This summary should be read in conjunction with the full text of the attached announcement of the Offer. Press enquiries For further information, please contact: Bravo Investments 020 7240 9596 Paul Bridges Rickitt Mitchell 0161 834 0600 Roger Clement Matthew Bryden-Smith Brooks Service Group 01454 614 668 Simon Brooks Rowan Dartington 0117 933 0020 John Wakefield Rickitt Mitchell & Partners Limited ('Rickitt Mitchell'), which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting exclusively for Bravo Holdings and Bravo Investments and no-one else in connection with the Offer and will not be responsible to anyone other than Bravo Holdings and Bravo Investments for providing the protections afforded to its customers or for providing advice in relation to the Offer. Rowan Dartington & Co. Limited ('Rowan Dartington'), which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting exclusively for Brooks Service Group (acting through its Independent Directors) and no one else in connection with the Offer and will not be responsible to anyone other than Brooks Service Group (acting through its Independent Directors) for providing the protections afforded to its customers or for providing advice in relation to the Offer. The Offer will not be made, directly or indirectly, in or into, or by use of the mails or any means of instrumentality (including without limitation telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia or Japan and the Offer should not be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan. To accept the Offer by any such use, means, instrumentality or facility or from within any such country may render invalid any purported acceptance. Accordingly, copies of this announcement are not being, and must not be mailed, or otherwise forwarded, distributed or sent in, into or from (whether by use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of) the United States, Canada, Australia or Japan. The Loan Notes to be issued pursuant to the Offer have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) or under any relevant securities laws of any state or territory of the United States or the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the Loan Notes has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission. Accordingly, the Loan Notes are not being, and may not be, offered, sold, resold or delivered, directly or indirectly to or for the account or benefit of any US person or in or into the United States, Canada, Australia or Japan (except pursuant to an exemption, if available, from any applicable registration requirements and otherwise in compliance with all applicable laws). This announcement is made on behalf of Bravo Investments and has been approved by Rickitt Mitchell & Partners Limited who are regulated by The Securities and Futures Authority Limited, solely for the purpose of section 57 of the Financial Services Act 1986. PART 2 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN BRAVO INVESTMENTS RECOMMENDED CASH OFFER FOR BROOKS SERVICE GROUP 1. Introduction The board of Bravo Investments and the Independent Directors announce the terms of a recommended cash offer, to be made by Rickitt Mitchell on behalf of Bravo Investments, for all the issued and to be issued ordinary share capital of Brooks Service Group, other than the Brooks Service Group Shares held by John Walters, Patrick Mulcahy and their respective wives, which are subject to the separate arrangements referred to below. The Offer Document will be posted to Brooks Service Group Shareholders today. The Offer is supported by Simon Brooks, members of his immediate family and trustees of their family trusts in the form of irrevocable undertakings to accept the Offer in respect of 1,812,421 Brooks Service Group Shares, being the entire holdings owned or controlled by them, and representing approximately 13.9 per cent. of the existing issued share capital of Brooks Service Group. Further, Simon Brooks has agreed to pay to Alchemy Partners (Guernsey) any of his increased net receipts, and an amount equal to any increased net receipts of his wife and his pension fund, resulting from a higher offer, should one be made and become unconditional. In addition, Bravo Investments has received irrevocable undertakings to accept the Offer from the other Independent Directors in respect of a further 217,500 Brooks Service Group Shares, being the entire holdings owned or controlled by them, and representing approximately 1.6 per cent. of the existing issued share capital of Brooks Service Group. Accordingly, Bravo Investments has received irrevocable undertakings in respect of a total of 2,029,921 Brooks Service Group Shares, representing approximately 15.5 per cent. of the existing issued share capital of Brooks Service Group. These irrevocable undertakings remain binding in the event of a higher offer, unless the offer lapses or is withdrawn. Bravo Holdings and Bravo Investments have entered into the Shareholders' Agreement, which is conditional upon the Offer becoming or being declared unconditional in all respects, under which Bravo Investments will acquire all of the Management Brooks Service Group Shares, which, before the exercise of any option under the Brooks Service Group Share Option Schemes, in aggregate amount to 189,500 Brooks Service Group Shares, representing approximately 1.5 per cent. of the existing issued share capital of Brooks Service Group, in exchange for Bravo Investments Shares, cash and Loan Notes. The Bravo Investments Shares will then be exchanged for shares in Bravo Holdings pursuant to put and call option arrangements. The Management Brooks Service Group Shares will therefore be acquired outside the terms of the Offer, but on terms which Rowan Dartington has advised the Independent Directors are fair and reasonable in the context of the Offer. Bravo Investments is a newly incorporated company formed for the purpose of making the Offer and is a wholly owned subsidiary of Bravo Holdings, a management buy-out vehicle promoted by, and financed by funds managed by, Alchemy Partners (Guernsey). Further information on Bravo Holdings and Bravo Investments and a description of the financing arrangements of the Offer are set out in the Offer Document. The first closing date of the Offer is 3 January 2001. The procedure for acceptance is set out in the Offer Document which will be posted to Brooks Service Group Shareholders today. 2. The Offer On behalf of Bravo Investments, Rickitt Mitchell offers to acquire all of the Brooks Service Group Shares, subject to the terms and conditions set out below and in Appendix I to this announcement, and the further terms set out in the Offer Document and the accompanying Form of Acceptance, on the following basis: for each Brooks Service Group Share 200p in cash The Offer includes a Loan Note Alternative as detailed in paragraph 3 below. The Offer price of 200p per Brooks Service Group Share values the whole of the existing issued share capital of Brooks Service Group at approximately £26.1 million. Based on a Closing Price of 165p on 27 November 2000 (the last dealing day prior to the date on which Brooks Service Group announced that it had received an approach which could lead to an offer), the Offer represents a premium of approximately 21.2 per cent. and values each Brooks Service Group Share more highly than at any point over the last five years. The Offer is being made for any Brooks Service Group Shares which are unconditionally allotted or issued and fully paid on the date of this announcement, other than any such Shares that are already held by Bravo Investments, and further such Shares which are unconditionally allotted or issued prior to the date on which the Offer closes (or such earlier date as Bravo Investments may, subject to the Code, decide), including any such Shares which are so unconditionally allotted or issued pursuant to the exercise of options under the Brooks Service Group Share Option Schemes. The Brooks Service Group Shares the subject of the Offer will be acquired fully paid and free from all liens, charges, equitable interests, encumbrances and other third party interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to all dividends and distributions hereafter declared, made or paid. 3. The Loan Note Alternative Brooks Service Group Shareholders who validly accept the Offer may elect to receive Loan Notes instead of all or part of the cash consideration to which they would otherwise be entitled under the terms of the Offer on the following basis: for every £1 of cash consideration £1 nominal of Loan Notes The Loan Notes will be issued, credited as fully paid, in amounts and integral multiples of £1 nominal value. The Loan Notes will bear interest at the rate of 1 per cent. per annum below LIBOR payable (subject to any requirement to deduct tax therefrom) half yearly in arrears on 30 April and 31 October each year, with the first payment being due on 31 October 2001. They will be repayable at the option of the noteholder on 30 April 2002, or, if later, on the first interest payment date following the first anniversary of their date of issue, or on any subsequent interest payment date, either in full or in multiples of £100. Any outstanding Loan Notes will be repaid in full on 30 April 2006. Payment of principal (but not interest) under the Loan Notes will be guaranteed by Barclays Bank PLC. The Loan Notes will be transferable in integral multiples of £100. No application will be made for the Loan Notes to be listed or dealt in on any stock exchange. Rickitt Mitchell has advised that, based on market conditions as at 4 December 2000 (the latest practicable date prior to this announcement) they estimate that the value of the Loan Notes if they had been in issue at that date would have been not less than 98p per £1 of nominal value. The Loan Note Alternative will remain open for acceptance until 3.00 p.m. on 3 January 2001 (or such later time and/or date to which it may be extended). Further details of the Loan Notes and the tax consequences for UK resident Brooks Service Group Shareholders who elect for the Loan Note Alternative are set out in the Offer Document. 4. Irrevocable undertakings to accept the Offer As stated in paragraph 1 above, Bravo Investments has received binding irrevocable undertakings to accept the Offer from the Independent Directors, members of their immediate families and trustees of their family trusts, in respect of 2,029,921 Brooks Service Group Shares, representing, in aggregate, approximately 15.5 per cent. of Brooks Service Group's existing issued share capital. These Shareholders are obliged to accept the Offer even in the event of a higher offer being made by a third party, unless the Offer lapses or is withdrawn. 5. Information on Brooks Service Group Brooks Service Group is engaged in the provision of textile care and rental services to commerce, industry and the home through its linen, workwear and retail operating divisions. The interim results for the 6 months ended 24 June 2000 were announced on 22 September 2000. Brooks Service Group reported a profit before taxation of £1.28 million on turnover of £16.9 million, with diluted earnings per share of 6.84p. The interim dividend of 2.50p referred to in the interim results was paid on 17 November 2000. The net assets of Brooks Service Group at 24 June 2000 were £13.2 million. The full text of the announcement is set out in the Offer Document. For the year ended 25 December 1999, Brooks Service Group reported a profit before taxation of £2.83 million (1998 - £2.20 million) on turnover of £35.1 million (1998 - £34.4 million), with diluted earnings per share of 15.31p (1998 - 11.84p). A final dividend of 4.00p per share was declared in respect of that financial year and paid making 6.00p for the full year (1998 - 3.40p and 5.00p respectively). The net assets of Brooks Service Group at 25 December 1999 were £12.5 million (1998 - £11.3 million). Further information on Brooks Service Group is set out in the Offer Document. 6. Information on Bravo Holdings Group Bravo Holdings Group comprises two newly incorporated companies set up on behalf of the Alchemy Investment Plan specifically for the purpose of acquiring Brooks Service Group. Bravo Investments is a wholly owned subsidiary of Bravo Holdings. Bravo Holdings has been formed to act as the holding company for Bravo Investments and provide it with finance to carry out the Offer. Bravo Holdings is presently beneficially owned by the Alchemy Investment Plan. The boards of Bravo Holdings and Bravo Investments each comprise Paul Bridges and Martin Bolland, who are partners of Alchemy Partners. Following the Offer having become or being declared unconditional in all respects, it is proposed that Mr Walters will join the boards of Bravo Holdings and Bravo Investments as Chief Executive and Mr Mulcahy will join the boards of Bravo Holdings and Bravo Investments as Finance Director. Mr Walters and Mr Mulcahy have agreed, pursuant to the Shareholders' Agreement, to enter into service agreements with Bravo Holdings upon the Offer becoming or being declared unconditional in all respects. Bravo Holdings and Bravo Investments have entered into the Shareholders' Agreement, which is conditional upon the Offer becoming or being declared unconditional in all respects, under which Bravo Investments will acquire all the Management Brooks Service Group Shares, which, before the exercise of any option under the Brooks Service Group Share Option Schemes, in aggregate amount to 189,500 Brooks Service Group Shares, representing approximately 1.5 per cent. of the existing issued share capital of Brooks Service Group, in exchange for Bravo Investments Shares, cash and Loan Notes. The Management Brooks Service Group Shares will therefore be acquired outside the terms of the Offer, but on terms which Rowan Dartington has advised the Independent Directors are fair and reasonable in the context of the Offer. Pursuant to the Shareholders' Agreement, the Bravo Investments Shares held by Management shall be the subject of put and call option arrangements whereby Management may require Bravo Holdings to acquire, and Bravo Holdings can require Management to sell, the Bravo Investments Shares held by Management, in exchange for Consideration Shares. On completion of the arrangements under the Shareholders' Agreement, and following exercise of either the put or call option, Mr Walters will receive 118,450 Consideration Shares (representing approximately 11.8 per cent. of the issued share capital of Bravo Holdings) and cash of £10,746, and Mrs Walters will receive cash of £10,754 and Loan Notes in a nominal amount of £167,050, for the transfer to Bravo Investments of 153,500 Brooks Service Group Shares. Mr Mulcahy will receive 78,968 Consideration Shares (representing approximately 7.9 per cent. of the issued share capital of Bravo Holdings), cash of £15,652 and Loan Notes in a nominal amount of £21,720, and Mrs Mulcahy will receive cash of £15,660, for the transfer to Bravo Investments of 66,000 Brooks Service Group Shares (having exercised options over 30,000 Shares under the Brooks Service Group Share Option Schemes). Conditionally on the Offer having become or being declared unconditional in all respects, Alchemy Partners (Guernsey), The RMP Investment Partnership, Pinto Partners LP, Mr M S Lawson and Mr F Bretherton have agreed pursuant to the Shareholders' Agreement, as further described in the Offer Document, to subscribe for 763,322, 12,908, 15,812, 5,270 and 5,270 ordinary shares of 1p each in Bravo Holdings at £1 per share respectively and Alchemy Partners (Guernsey), Pinto Partners LP, Mr M S Lawson and Mr F Bretherton have also agreed to subscribe for £13,719,678, £284,188, £94,730 and £94,730 of Discounted Loan Stock respectively. The majority of the proceeds of the subscription for shares in Bravo Holdings and Discounted Loan Stock will be used to fund the consideration under the Offer. Following such subscriptions, the completion of the Shareholders' Agreement and the exercise of either the put or call options, the Alchemy Investment Plan will beneficially own approximately 76.4 per cent. of the issued share capital of Bravo Holdings, Pinto Partners LP, Mr M S Lawson and Mr F Bretherton will own in aggregate approximately 2.6 per cent., The RMP Investment Partnership will hold approximately 1.3 per cent. and Management will own approximately 19.7 per cent. Pursuant to the Shareholders' Agreement, Mr Walters and Mr Mulcahy shall be entitled to grant options to transfer up to 18,000 and 12,000 of their shares in Bravo Holdings to employees of the Bravo Holdings Group. Such options shall only be exercisable on a sale or listing of Bravo Holdings and, save in certain prescribed circumstances, shall lapse in the event that the relevant employee ceases to be employed prior to such sale or listing. Bravo Holdings and Bravo Investments have entered into a facility agreement with Barclays Bank PLC for acquisition loan facilities totalling £16 million and a facility for a guarantee of the Loan Notes. These are to be secured initially on the assets of Bravo Investments and Bravo Holdings. Bravo Investments is under an obligation to procure security from certain companies within the Group following completion of the acquisition of Brooks Service Group. 7. Information on Alchemy Partners Alchemy Partners is a venture capital investment advisory business established on 20 January 1997 which advises Alchemy Partners (Guernsey). Alchemy Partners (Guernsey) is a registered Guernsey company which manages the Alchemy Investment Plan and carries out investments based on recommendations put forward by Alchemy Partners. Alchemy Partners (Guernsey) considers any such recommendations and is solely responsible for the final decision to invest. The Alchemy Investment Plan has invested or committed to invest in aggregate approximately £572 million. Investors in the Alchemy Investment Plan include major banking institutions and pension funds. The Alchemy Investment Plan comprises 67 limited partnerships, each committed to investing between £1 million and £23 million per annum totalling in aggregate £244 million per annum. In addition, it includes investments from the individual partners of Alchemy Partners. Save that Brooks Service Group provides linen services to the Paramount Hotels Group Limited, an Alchemy Investment Plan investee company, to an annual value of not more than £0.3 million, and that Brooks Service Group provides linen services to Old English Inns plc, of which Eric Walters (a partner of Alchemy Partners) is Chairman, to an annual value of not more than £0.2 million, no investments made on behalf of the Alchemy Investment Plan prior to the Offer have any known connection with Brooks Service Group and none of the partners of Alchemy Partners, or the directors of Alchemy Partners (Guernsey), has any prior interest in Brooks Service Group. 8. Reasons for the Offer The board of Bravo Investments believes that full acceptance of the Offer will: * enable Brooks Service Group Shareholders to realise the cash value of their investment in Brooks Service Group, without incurring dealing charges, at a share price which is at a premium of approximately 21.2 per cent. to the Closing Price of 165p on 27 November 2000; * relieve Brooks Service Group of the financial, managerial and regulatory burdens of being a listed company; * enhance the ability of Brooks Service Group's divisions to respond to the opportunities and demands of their markets as they arise in a way which may not be possible for Brooks Service Group as a small company subject to the constraints of a listing; and * enable Brooks Service Group to access sources of capital and adopt financial structures which are not appropriate for a listed company. Upon completion of the Offer, Bravo Investments intends to review the strategy of each of Brooks Service Group's divisions with a view to building on the success of Brooks Service Group over the last few years. 9. Management and employees The board of Bravo Investments has given assurances to the board of Brooks Service Group that the existing employment rights, including pension rights, of the employees of Brooks Service Group will be fully safeguarded. The Independent Directors have agreed to resign from the boards of Brooks Service Group and its subsidiaries, where relevant, upon the Offer becoming or being declared unconditional in all respects, subject to discharge of the Company's financial obligations under each of their respective service agreements or letters of appointment. 10. Brooks Service Group Share Option Schemes All subsisting options under the Brooks Service Group Share Option Schemes which are not already exercisable will become exercisable upon the Offer becoming or being declared unconditional in all respects (or when optionholders receive notice to that effect). Optionholders who exercise their options while the Offer remains open for acceptance may accept the Offer. In addition, optionholders under the Brooks Service Group Share Option Schemes will be offered the opportunity to cancel their options in return for a cash payment equal to the difference between 200p per Share and the exercise price per Share multiplied by the number of Brooks Service Group Shares subject to the options being capable of exercise. 11. Compulsory acquisition procedures and de-listing If Bravo Investments acquires (in accordance with section 429(8) of the Companies Act) and/or receives acceptances under the Offer in respect of an aggregate amount of 90 per cent. or more of the Brooks Service Group Shares to which the Offer relates, Bravo Investments intends to apply the provisions of sections 428 to 430F of the Companies Act to acquire compulsorily any outstanding Brooks Service Group Shares. If the Offer becomes unconditional in all respects and subject to any applicable requirements of the UK Listing Authority, Bravo Investments intends (whether or not it is able to apply the compulsory acquisition procedures referred to above) to apply for cancellation of listing of Brooks Service Group Shares on the Official List 21 days after the Offer has become unconditional in all respects and to re-register Brooks Service Group as a private company under the relevant provisions of the Companies Act. Once de-listed, Brooks Service Group Shares will no longer be traded on a recognised exchange and accordingly the market for those Shares will be more limited, they may be difficult to sell and trading is likely to involve a higher degree of risk than is the case with investments which are traded on recognised investment exchanges. 12. General At the close of business on 4 December 2000, John Walters and his wife held 153,500 Brooks Service Group Shares and Patrick Mulcahy and his wife held 36,000 Brooks Service Group Shares and options over an aggregate of 30,000 Brooks Service Group Shares under the Brooks Service Group Share Option Schemes. The Independent Directors have agreed that Brooks Service Group should pay £265,000 to Alchemy Partners (Guernsey) in the event that the Independent Directors withdraw their recommendation of the Offer, or if another higher offer is made which becomes unconditional, or if the Independent Directors recommend another offer. Save as disclosed herein, neither Bravo Investments nor any person deemed to be acting in concert with Bravo Investments, owns or controls any Brooks Service Group Shares or has any options to acquire any Brooks Service Group Shares. Rickitt Mitchell has confirmed that resources are available to Bravo Investments sufficient to satisfy full acceptance of the Offer. The value of the Offer has been calculated on the basis of 13,068,367 Brooks Service Group Shares in issue as at 4 December 2000. The formal Offer Document, setting out details of the Offer and the Form of Acceptance, will be dispatched today. The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements. The Offer will not be made, directly or indirectly, in or into or by use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of the United States, Canada, Australia or Japan and the Offer should not be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan. To accept the Offer by any such use, means, instrumentality or facility or from within any such country may render invalid any purported acceptance. Accordingly, copies of this announcement are not being, and must not be mailed or otherwise forwarded, distributed or sent in, into or from (whether by use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically), of interstate or foreign commerce of, or any facilities of a national securities exchange of) the United States, Canada, Australia or Japan. The Loan Notes to be issued pursuant to the Offer have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) or under any relevant securities laws of any state or territory of the United States or the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the Loan Notes has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission. Accordingly, the Loan Notes are not being, and may not be offered, sold, resold or delivered, directly or indirectly to or for the account or benefit of, any US person or in or into the United States, Canada, Australia or Japan (except pursuant to an exemption, if available, from, any applicable registration requirements and otherwise in compliance with all applicable laws). Rickitt Mitchell, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting exclusively for Bravo Holdings and Bravo Investments and no one else in connection with the Offer and will not be responsible to anyone other than Bravo Holdings and Bravo Investments for providing the protections afforded to its customers or for providing advice in relation to the Offer. Rowan Dartington, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting exclusively for Brooks Service Group and no one else in connection with the Offer and will not be responsible to anyone other than Brooks Service Group for providing the protections afforded to its customers or for providing advice in relation to the Offer. This announcement does not constitute an offer or invitation to purchase securities. The conditions and principal further terms of the Offer are set out in Appendix I to this announcement. The Offer will be subject to further terms to be set out in the Offer Document and in the related Form of Acceptance. Appendix II contains definitions of certain terms used in this announcement. Appendix III contains illustrative tables showing the financial effects of acceptance of the Offer on the bases and assumptions set out therein. 13. Responsibility statements (a) Martin Bolland and Paul Bridges (as the directors of Bravo Investments and Bravo Holdings and as partners of Alchemy Partners) and Iain Stokes and Laurence McNairn (as directors of Alchemy Partners (Guernsey)) accept responsibility for the information contained in this announcement, other than information relating to Brooks Service Group, the directors of Brooks Service Group and members of their immediate families and persons connected with them. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they take responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. (b) The directors of Brooks Service Group accept responsibility for the information contained in this announcement relating to Brooks Service Group, the directors of Brooks Service Group (solely in their capacity as directors of Brooks Service Group) and members of their immediate families and persons connected with them, with the exception of any opinion of the Independent Directors relating to the recommendation of the Offer and the recommendation itself. To the best of the knowledge and belief of the directors of Brooks Service Group (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they take responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. (c) The Independent Directors accept responsibility for any opinion of the Independent Directors relating to the recommendation of the Offer and the recommendation itself. 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), the information contained in this announcement for which they take responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. MORE TO FOLLOW
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