Information  X 
Enter a valid email address

FI Group PLC (XAN)

  Print      Mail a friend

Monday 17 January, 2000

FI Group PLC

Merger with Druid Group - Part 2

FI Group PLC
17 January 2000


PART 2

Definitions

The  following definitions apply throughout this announcement, unless context
otherwise requires:
                           
'Circular'                 the  circular to FI Shareholders relating  to  the
                           Merger
                           
'City Code'                the City Code on Takeovers and Mergers
                           
'directors' or 'Board'     the  directors of FI and/or Druid, as the  context
                           requires
                           
'Druid'                    Druid Group PLC
                           
'Druid Group'              Druid and its existing subsidiary undertakings
                           
'Druid Optionholders'      holders of Druid Options
                           
'Druid Options'            options  or  other rights to acquire Druid  Shares
                           (or,  as  of  the Unconditional Date,  FI  Shares)
                           under  the Druid Option Schemes outstanding as  at
                           the Unconditional Date
                           
'Druid Option Schemes'     the  Druid Group PLC Savings-related Share  Option
                           Scheme,  the Druid Group PLC Company Share  Option
                           Plan,  the  Druid Group PLC Share  Option  Scheme,
                           the  Druid Group PLC Share Option Scheme No.2  and
                           the Druid Group PLC 1997 Long Term Incentive Plan
                           
'Druid Shareholder'        a holder of Druid Shares
                           
'Druid Shares'             issued  ordinary shares of 10p in the  capital  of
                           Druid   and   any   such   shares   as   may    be
                           unconditionally  allotted  or  issued  during  the
                           Offer Period
                           
'Enlarged Group'           the  FI  Group as enlarged by the merger with  the
                           Druid Group
                           
'Extraordinary     General the  Extraordinary General Meeting  of  FI  to  be
Meeting'                   held on 14 February 2000, notice of which will  be
                           set out in the Circular
                           
'FBS'                      First  Banking  Systems Limited, a  joint  venture
                           between the FI Group and Bank of Scotland
                           
'FI' or 'the Company'      F.I.GROUP PLC
                           
'FI Group' or 'the Group'  FI and its existing subsidiary undertakings
                           
'FI Option Schemes'        the  FI  Group U.K. Sharesave Scheme, the FI  1996
                           Share  Option Plan, the FI Senior Executive  Share
                           Option Scheme and the OSI Option Schemes
                           
'FI Profit Sharing Scheme' the FI 1996 Profit Sharing Scheme
                           
'FI Shareholders'          holders of FI Shares
                           
'FI Shares'                ordinary shares of 5p each in the capital of FI
                           
'FI Share Schemes'         the  FI  Option Schemes and the FI Profit  Sharing
                           Scheme
                           
'Form of Acceptance'       the Form of Acceptance relating to the Offer
                           
'Listing Particulars'      the  listing particulars, to be issued  by  FI  in
                           connection with the Offer
                           
'London Stock Exchange'    London Stock Exchange Limited
                           
'Merger'                   the  proposed merger of FI and Druid  pursuant  to
                           the Offer
                           
'new FI Shares'            the  new  FI Shares to be issued, fully  paid,  to
                           Druid Shareholders pursuant to the Offer
                           
'Offer'                    the  recommended  offer  to  be  made  by  Warburg
                           Dillon  Read  and  Schroders on behalf  of  FI  to
                           acquire   the   Druid  Shares,   the   terms   and
                           conditions of which will be set out in  the  Offer
                           Document and in the Form of Acceptance, and  where
                           the   context  admits,  any  subsequent  revision,
                           variation, extension or renewal thereof
                           
'Offer Document'           the  document containing the Offer to be published
                           as soon as practicable after this announcement
                           
'Offer Period'             the  period  during which the Offer  remains  open
                           for acceptance
                           
'Official List'            the Official List of the London Stock Exchange
                           
'OSI'                      OSI   Group   Holdings   Limited,   a   subsidiary
                           undertaking of FI
                           
'OSI Option Schemes'       the  OSI Staff Share Option Scheme, the OSI  Staff
                           Unapproved Share Option Scheme and the  OSI  Group
                           1999 Unapproved Share Option Scheme
                           
'Schroders'                J. Henry Schroder & Co. Limited
                           
'Unconditional Date'       the  date  on  which  the  Offer  becomes,  or  is
                           declared, unconditional in all respects
                           
'Warburg Dillon Read'      UBS  AG,  acting  through its  investment  banking
                           division, Warburg Dillon Read

Glossary

'applications management'  the  ongoing  support, maintenance and development
                           of  an organisation's applications software  on  a
                           standalone basis
                           
'ASP'                      application service provider, being the  provision
                           of  software applications and associated  services
                           which  perform  specific  business  functions  for
                           customers
                           
'CRM'                      See ERM
                           
'e-business'               the   use   of   information  and   communications
                           technology,  especially the internet,  to  perform
                           business processes
                           
'EMU                       European Monetary Union
                           
'ERM'                      enterprise    relationship    management,    being
                           business   processes  associated  with  marketing,
                           sales,  ongoing  customer  services  and  supplier
                           management   (this   term   is   sometimes    used
                           interchangeably with the abbreviation 'CRM')
                           
'ERP'                      enterprise    resource   planning,    being    the
                           integration of business processes
                           
'IT'                       information technology
                           
'R/2' and 'R/3'            releases of SAP ERP software
                           
'SAP'                      SAP AG and ERP software produced by that company
                           
'Siebel Systems'           Siebel Systems, Inc
                           
'Synergy'                  Synergy International Consulting, Inc.
                           
'Y2K'                      any  IT  problems arising from the date change  in
                           the new millennium
                                      

                     APPENDIX I: CONDITIONS TO THE OFFER
                                      
The  Offer,  which  will be made by Schroders and Warburg Dillon  Read,  will
comply  with the rules of the London Stock Exchange and the City  Code.   The
Offer will be subject to the following conditions:-

     (a)  valid   acceptances  being  received  (and  not,  where  permitted,
          withdrawn) by not later than 3.00 p.m. on the first closing date of
          the  Offer (or such later time(s) and/or date(s) as FI may, subject
          to  the  rules of the Code, decide) in respect of not less than  90
          per  cent. (or such lesser percentage as FI may decide) in  nominal
          value  of  the  Druid Shares to which the Offer  relates,  provided
          that,  unless  agreed  by the Panel, this  condition  will  not  be
          satisfied  unless  FI  and/or  its wholly-owned  subsidiaries  have
          acquired or agreed to acquire (pursuant to the Offer or otherwise),
          directly  or indirectly, Druid Shares carrying, in aggregate,  over
          50  per  cent.  of the voting rights then normally  exercisable  at
          general meetings of Druid on such basis as may be required  by  the
          Panel  (including for this purpose to the extent (if any)  required
          by  the Panel, any voting rights attaching to any shares which  are
          unconditionally allotted or issued before the Offer becomes  or  is
          declared unconditional as to acceptances, whether pursuant  to  the
          exercise  of  conversion or subscription rights or otherwise);  and
          for  this  purpose; (i) the expression 'Druid Shares to  which  the
          Offer relates' shall be construed in accordance with sections  428-
          430F  of the Companies Act 1985 (as amended); and (ii) shares which
          have  been  unconditionally allotted shall be deemed to  carry  the
          voting rights which they will carry on issue;
     
     (b)  the  passing at an extraordinary general meeting of FI (or  at  any
          adjournment  thereof) of such resolution as  may  be  necessary  to
          approve,  fund, implement and effect the Offer, the acquisition  of
          Druid  and any Druid Shares and the allotment and issue of  new  FI
          Shares;
     
     (c)  the  London  Stock  Exchange admitting,  or  if  determined  by  FI
          agreeing  to  admit, to the Official List the  new  FI  Shares  and
          (unless   the  Panel  otherwise  agrees)  such  admission  becoming
          effective in accordance with the Listing Rules of the London  Stock
          Exchange;
     
     (d)  no  government  or governmental, quasi-governmental, supranational,
          statutory   or   regulatory  body,  or  any   court,   institution,
          investigative  body, association, trade agency or  professional  or
          environmental body or (without prejudice to the generality  of  the
          foregoing)  any other person or body in any jurisdiction  (each,  a
          'Relevant   Authority')  having  decided   to   take,   instituted,
          implemented   or   threatened   any  action,   proceedings,   suit,
          investigation or enquiry or enacted, made or proposed any  statute,
          regulation or order or otherwise taken any other step or  done  any
          thing, and there not being outstanding any statute, legislation  or
          order that would or might reasonably be expected to:-
     
          (i)  restrict,   restrain,  prohibit,  delay,   impose   additional
               material  conditions  or  obligations  with  respect  to,   or
               otherwise interfere with, the implementation of, the Offer  or
               the  acquisition  of any Druid Shares by  FI  or  any  matters
               arising therefrom;
          
          (ii) result  in a delay in the ability of FI, or render FI  unable,
               to acquire some or all of the Druid Shares;
          
          (iii)require, prevent, delay or affect the divestiture by FI or any
               of  its  subsidiaries, subsidiary undertakings  or  associated
               undertakings (including any company of which 20 per  cent.  or
               more  of  the voting capital is held by the FI Group)  or  any
               partnership,  joint venture, firm or company in which  any  of
               them  may  be interested) (together the 'Wider FI  Group')  or
               Druid  or any of its subsidiaries, subsidiary undertakings  or
               associated undertakings (including any company of which 20 per
               cent.  or  more  of the voting capital is held  by  the  Druid
               Group)  or any partnership, joint venture, firm or company  in
               which any of them may be interested) together the 'Wider Druid
               Group')  of  all  or any part of their businesses,  assets  or
               property  or of any Druid Shares or other securities in  Druid
               or  impose  any limitation on the ability of any  of  them  to
               conduct  their  respective businesses or own their  respective
               assets  or properties or any part thereof which would in  each
               case  be material in the context of the Wider Druid Group  or,
               as the case may be, the Wider FI Group, taken as a whole;
          
          (iv) impose  any  limitation on the ability of any  member  of  the
               Wider  FI  Group  to acquire or hold or exercise  effectively,
               directly or indirectly, all rights in respect of all or any of
               the  Druid Shares (whether acquired pursuant to the  Offer  or
               otherwise);

          (v)  require  any  member of the Wider FI Group or the Wider  Druid
               Group  to  offer to acquire any shares or other securities  or
               rights  in  any member of the Wider Druid Group owned  by  any
               third party;
          
          (vi) make   the   Offer  or  its  implementation  or  the  proposed
               acquisition of Druid or any member of the Wider Druid Group or
               of  any Druid Shares or any other shares or securities in,  or
               control of, FI, illegal, void or unenforceable in or under the
               laws of any jurisdiction;
          
          (vii)impose  any  limitation on the ability of any  member  of  the
               Wider  FI  Group  or the Wider Druid Group to co-ordinate  its
               business, or any material part of it, with the business of any
               other  member of the Wider FI Group or the Wider  Druid  Group
               which  would be material in the context of the Wider FI  Group
               or  the  Wider  Druid Group (as the case may be)  taken  as  a
               whole; or
          
          (viii)otherwise  adversely  affect any or all  of  the  businesses,
               assets,  prospects or profits of any member of  the  Wider  FI
               Group or the Wider Druid Group which would be material in  the
               context of the Wider FI Group or the Wider Druid Group (as the
               case  may  be) taken as a whole or the exercise of  rights  in
               respect of shares of any company in the Druid Group,
     
          and  all  applicable  waiting periods during  which  such  Relevant
          Authority  could  take, institute, implement or threaten  any  such
          action,  proceeding, suit, investigation, enquiry or  reference  or
          otherwise intervene having expired, lapsed or been terminated;

     (e)  FI  not  having  discovered that the hardware, software  and  other
          systems  or  components owned, used, produced or  supplied  by  the
          Wider Druid Group (the 'Information Technology') are not Year  2000
          Compliant  and will or are likely to cause an interruption  in  the
          ongoing  operations of the business of the Wider  Druid  Group  and
          will give rise to liability due to a problem arising from a failure
          of  the  Information  Technology relating to Year  2000  Compliance
          which is material to the Wider Druid Group taken as a whole;

          For  the purpose of this paragraph, 'Year 2000 Compliant' and 'Year
          2000  Compliance' means that none of the advent of the  year  2000,
          the  fact  that the year 2000 is a leap year nor the recurrence  of
          the  figure  9 in dates will affect the ability of the  Information
          Technology before, on and after 1 January, 2000 to (i) perform  all
          functions currently performed or capable of being performed by  the
          Information   Technology   correctly   and   consistently   without
          interruption or adverse change to efficiency or user operation  and
          without  incurring  additional costs; and  (ii)  recognise,  store,
          process  and display any reference to any year or to any particular
          date in a year in a manner that does not create any ambiguity as to
          the year or date in question;

     (f)  all authorisations, orders, grants, consents, clearances, licences,
          permissions  and approvals, in any jurisdiction, reasonably  deemed
          necessary or appropriate by FI for or in respect of the Offer,  the
          proposed acquisition of any shares or securities in, or control of,
          Druid  or any member of the Wider Druid Group by any member of  the
          Wider FI Group or the carrying on of the business of any member  of
          the  Wider  Druid  Group  or any matters  arising  therefrom  being
          obtained   in  terms  reasonably  satisfactory  to  FI   from   all
          appropriate  Relevant  Authorities or  (without  prejudice  to  the
          generality of the foregoing) from any persons or bodies  with  whom
          any  members  of the Wider Druid Group has entered into contractual
          arrangements  and  such authorisations, orders,  grants,  consents,
          clearances, licences, permissions and approvals remaining  in  full
          force and effect and there being no intimation of any intention  to
          revoke  or  not to renew the same and all necessary filings  having
          been   made,  all  appropriate  waiting  and  other  time   periods
          (including extensions thereto) under any applicable legislation and
          regulations  in  any jurisdiction having expired,  lapsed  or  been
          terminated and all necessary statutory or regulatory obligations in
          any   jurisdiction  in  respect  of  the  Offer  or  the   proposed
          acquisition  of Druid by FI or of any Druid Shares or  any  matters
          arising therefrom having been complied with;
     
     (g)  save  as  disclosed in writing by Druid to FI on 16  January  2000,
          there  being  no  provision of any agreement,  instrument,  permit,
          licence or other arrangement to which any member of the Wider Druid
          Group  is a party or by or to which it or any of its assets may  be
          bound  or  subject  which, as a consequence of  the  Offer  or  the
          acquisition  of  Druid or because of a change  in  the  control  or
          management of Druid or any member of the Druid Group or any matters
          arising therefrom or otherwise, could or might, to an extent  which
          is  material  in the context of the Wider Druid Group  taken  as  a
          whole, have the result that:-
     
          (i)  any  moneys  borrowed  by,  or other indebtedness,  actual  or
               contingent, of, or grant available to, any member of the Wider
               Druid  Group becomes or is capable of being declared repayable
               immediately or earlier than the repayment date stated in  such
               agreement,  instrument or other arrangement or the ability  of
               any  member of the Wider Druid Group to borrow moneys or incur
               indebtedness is withdrawn, inhibited or adversely affected;
          
          (ii) any  mortgage,  charge or other security interest  is  created
               over the whole or any part of the business, property or assets
               of  any  member of the Wider Druid Group or any such  security
               (whenever arising) becomes enforceable;
          
          (iii)any  such  agreement,  instrument, permit,  licence  or  other
               arrangement,  or any right, interest, liability or  obligation
               of  any member of the Wider Druid Group therein, is terminated
               or  materially adversely modified or affected or any  material
               adverse   action   is  taken  or  onerous  obligation   arises
               thereunder;
          
          (iv) the  value  of  any  member of the Wider Druid  Group  or  its
               financial  or  trading  position is  prejudiced  or  adversely
               affected;
          
          (v)  other  than in the ordinary course of business, any  asset  of
               the  Wider  Druid Group is or falls to be charged or  disposed
               of;
          
          (vi) the  rights, liabilities, obligations or interests or business
               of  any  member of the Wider Druid Group in or with any  other
               person,  firm or company (or any arrangement relating to  such
               interest  or  business) are terminated, modified or  adversely
               affected; or
          
          (vii)any member of the Wider Druid Group ceases to be able to carry
               on business under any name under which it currently does so;
          
     (h)  since  30  June 1999 (being the date to which the latest  published
          audited  report and accounts of Druid were made up),  and  save  as
          disclosed  in  Druid's published report and accounts for  the  year
          ended  30  June  1999  or  publicly announced  by  Druid  prior  to
          31  December 1999 through the London Stock Exchange or as disclosed
          in  writing  by  Druid to FI on 16 January 2000, no member  of  the
          Druid Group having:-
     
          (i)  issued or agreed to issue or authorised or proposed the  issue
               of  additional shares of any class or issued or authorised  or
               proposed  the issue of or granted securities convertible  into
               or  rights,  warrants or options to subscribe for  or  acquire
               such  shares or convertible securities or redeemed,  purchased
               or  reduced  any  part of its share capital or  announced  any
               intention to do so or made any other change to any part of its
               share  capital,  save  for the issue of Druid  Shares  on  the
               exercise of options granted before 31 December 1999 under  the
               Druid Option Schemes;
          
          (ii) recommended, declared, paid or made or proposed to  recommend,
               declare, pay or make any dividend, bonus or other distribution
               other  than  dividends lawfully paid to Druid or  wholly-owned
               subsidiaries of Druid and other than the interim  dividend  of
               1.6p  (net)  per  Druid  Share for the financial  year  ending
               30 June 2000;
          
          (iii)authorised  or proposed or announced its intention to  propose
               any merger or acquisition or disposal or transfer of assets or
               shares or any change in its share or loan capital;
          
          (iv) issued or proposed the issue of any debentures or (save in the
               ordinary  course  of business or to any extent  which  is  not
               material  in the context of the Wider Druid Group taken  as  a
               whole)  incurred or increased any indebtedness  or  contingent
               liability;
          
          (v)  disposed of or transferred, mortgaged or encumbered any  asset
               or any right, title or interest in any material asset (save in
               the  ordinary course of business or to any extent which is not
               material  in  the  context of the Wider Druid  Group  taken  a
               whole);
          
          (vi) entered  into or varied or proposed to enter into or vary  any
               contract,     commitment,    reconstruction,     amalgamation,
               arrangement  or other transaction which is of a long  term  or
               unusual or onerous nature or is otherwise than in the ordinary
               course  of  business  which  involves  or  could  involve   an
               obligation  of  a nature or magnitude which is,  in  any  such
               case,  material in the context of the Wider Druid Group  taken
               as a whole or announced any intention to do so;
          
          (vii)entered  into,  or  varied  the  terms  of,  any  contract  or
               agreement  with any of the directors or senior  executives  of
               Druid;
          
          (viii)taken  or  proposed any corporate action  or  had  any  legal
               proceedings started or threatened against it for its  winding-
               up, dissolution or reorganisation or for the appointment of  a
               receiver,  administrator, administrative receiver, trustee  or
               similar officer of all or any of its assets and revenues;
          
          (ix) waived  or  compromised any claim (other than in the  ordinary
               course  of business) which is material in the context  of  the
               Wider Druid Group taken as a whole;
          
          (x)  made   any   amendment  to  its  memorandum  or  articles   of
               association;
          
          (xi) entered into any contract, transaction or arrangement which is
               or  may  be restrictive on the business of any member  of  the
               Wider Druid Group;
          
          (xii)entered  into  any  contract,  commitment  or  agreement  with
               respect  to any of the transactions or events referred  to  in
               this condition (h); and
          
          (xiii)been unable or admitted that it is unable to pay its debts or
               having stopped or suspended (or threatened to stop or suspend)
               payment  of  its  debts generally or ceased or  threatened  to
               cease carrying on all or a substantial part of its business;

     (i)  since  30  June 1999 (being the date to which the latest  published
          audited  report and accounts of Druid were made up),  and  save  as
          disclosed  in  Druid's published report and accounts for  the  year
          ended 30 June 1999 or announced by Druid prior to 31 December  1999
          through the London Stock Exchange:-

          (i)  no   litigation,  arbitration,  prosecution  or  other   legal
               proceedings having been instituted, announced or threatened or
               become  pending  or remaining outstanding by  or  against  any
               member of the Wider Druid Group or to which any member of  the
               Wider  Druid  Group  is  or may become  a  party  (whether  as
               plaintiff,  defendant or otherwise) which in  any  such  case,
               might  be  likely adversely to affect any member of the  Wider
               Druid  Group to an extent which is material in the context  of
               the Wider Druid Group taken as a whole;
          
          (ii) no  adverse  change  having occurred in the business,  assets,
               financial  or  trading position, profits or prospects  of  any
               member of the Wider Druid Group to an extent which is material
               in the context of the Wider Druid Group taken as a whole;
          
          (iii)no   investigation  by  any  Relevant  Authority  having  been
               threatened, announced, implemented or instituted or  remaining
               outstanding  and  which  in  any such  case  might  be  likely
               adversely to affect any member of the Wider Druid Group to  an
               extent  which  is material in the context of the  Wider  Druid
               Group taken as a whole;
          
     (j)  FI not having discovered that:-
     
          (i)  any  business,  financial or other information concerning  any
               member of the Druid Group disclosed, publicly or otherwise  at
               any  time  to FI, by or on behalf of any member of  the  Druid
               Group, either contains a misrepresentation of fact or omits to
               state  a  fact  necessary  to make the  information  contained
               therein not misleading and which is material in the context of
               the acquisition of Druid by FI; or
          
          (ii) any  member  of  the  Wider  Druid Group  is  subject  to  any
               liability, actual or contingent, which is not disclosed in the
               annual  report  and accounts of Druid for the  financial  year
               ended 30 June 1999 or in an announcement made by Druid to  the
               London  Stock Exchange prior to 31 December 1999 and which  is
               material in the context of the acquisition of Druid by FI; and
          
     (k)  FI not having discovered that:-
     
          (i)  any  past or present member of the Wider Druid Group  has  not
               complied with all applicable legislation or regulations of any
               jurisdiction with regard to the storage, disposal,  discharge,
               spillage, leak or emission of any waste or hazardous substance
               or  any substance likely to impair the environment or to  harm
               human  health  or otherwise relating to environmental  matters
               (which  non-compliance  might  reasonably  give  rise  to  any
               liability  (whether actual or contingent) on the part  of  any
               member  of  the Wider Druid Group) or that there has otherwise
               been  any such disposal, discharge, spillage, leak or emission
               (whether or not the same constituted a non-compliance  by  any
               person  with any such legislation or regulations and  wherever
               the  same  may have taken place) which in any such case  might
               reasonably  give  rise  to any liability  (whether  actual  or
               contingent) on the part of any member of the Wider Druid Group
               and  which is material in the context of the Wider Druid Group
               taken as a whole;
          
          (ii) there  is  or  is likely to be any material liability  in  the
               context  of  the  Wider Druid Group taken as a whole  (whether
               actual or contingent) to make good, repair, reinstate or clean
               up  any property now or previously owned, occupied or made use
               of  by any past or present member of the Wider Druid Group  or
               any  controlled  waters  under any environmental  legislation,
               regulation,   notice,  circular  or  order  of  any   Relevant
               Authority or third party or otherwise; or
          
          (iii)that circumstances exist (whether as a result of the making of
               the  Offer  or  otherwise) which might lead  to  any  Relevant
               Authority  instituting or any member of the Wider Druid  Group
               or  the  Wider  FI  Group might be required to  institute,  an
               environmental audit or take any other steps which in any  such
               case  might  result in any actual or contingent  liability  to
               improve  or  install  new  plant or equipment  or  make  good,
               repair, re-instate or clean up any land or other asset now  or
               previously owned, occupied or made use of by any member of the
               Wider Druid Group and which is material in the context of  the
               Wider Druid Group taken as a whole.
          
FI  reserves  the  right  to waive all or any of the conditions  (d)  to  (k)
(inclusive)  above, in whole or in part, provided that FI shall be  under  no
obligation  to  waive  or treat as satisfied any of  conditions  (d)  to  (k)
(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 of such conditions may
not be capable of fulfilment.

If  FI  is required to the Panel to make an offer for Druid Shares under  the
provisions  of  Rule  9  of  the Code, FI may make such  alterations  to  the
conditions as are necessary to comply with the provisions of that Rule.