Recommended Cash Offer for Br
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
8 June 2010
RECOMMENDED CASH OFFER
for Braemar Group plc
by Brooks Macdonald Group plc
Summary
· Braemar Management, the Braemar Independent Director and the Board of Brooks Macdonald are pleased to announce that agreement has been reached on the terms of a recommended cash offer, to be made by Brooks Macdonald, to acquire the entire issued and to be issued share capital of Braemar not subject to the Management Share Purchase Agreement.
· The Offer price is 2.25 pence in cash for each Ordinary Share. This represents a premium of:
o approximately 63.6 per cent. to the Closing Price of an Ordinary Share of 1.375 pence on 7 June 2010, being the last Dealing Day prior to the Announcement Date; and
o approximately 58.6 per cent. to the average Closing Price of an Ordinary Share of 1.419 pence for the six months ended 7 June 2010, being the last Dealing Day prior to the Announcement Date.
· The Offer, together with the acquisition of Ordinary Shares pursuant to the Management Share Purchase Agreement, values the entire issued and to be issued share capital of Braemar at approximately £4 million.
· Brooks Macdonald is an integrated wealth management group which provides bespoke fee-based discretionary asset management and financial services for private clients, pension funds, charities and trusts. Funds under management as at 31 March 2010 were approximately £2.05 billion. Brooks Macdonald has over 160 employees and has offices in London, Hampshire, Manchester, Tunbridge Wells and Edinburgh. It is quoted on AIM and, as at 7 June 2010, had a market capitalisation of approximately £79 million.
· It is intended that the business and identity of the Braemar Group will continue substantially as it is at present.
· The Braemar Independent Director, who has been so advised by Zeus Capital, considers the Offer to be fair and reasonable and recommends to Braemar Shareholders that they accept the Offer, as he has irrevocably undertaken to do in respect of his own beneficial shareholding. In providing the Braemar Independent Director with advice, Zeus Capital has taken account of the commercial assessments of the Braemar Independent Director.
· Brooks Macdonald has received irrevocable undertakings to accept or procure acceptance of the Offer, and to vote in favour of the Resolution to approve the Management Share Purchase Agreement, in respect of, in aggregate, 69,041,665 Ordinary Shares representing approximately 40.1 per cent. of the existing issued Ordinary Shares and 55.7 per cent. of the Ordinary Shares to which the Offer will relate.
· Brooks Macdonald has entered into the Management Share Purchase Agreement pursuant to which it will, conditional upon the Offer being declared unconditional in all respects, acquire all shares in Braemar held by Braemar Management, representing approximately 28 per cent. of the existing issued Ordinary Shares. The Ordinary Shares to which the Offer will relate and the Ordinary Shares to be acquired pursuant to the Management Share Purchase Agreement together comprise the entire issued and to be issued share capital of Braemar.
· In aggregate, the Ordinary Shares covered by the irrevocable undertakings received by Brooks Macdonald and the Management Share Purchase Agreement represent approximately 68.1 per cent. of the existing issued Ordinary Shares.
· The Offer will be conditional, inter alia, upon valid acceptances being received in respect of not less than 90 per cent. (or such lower percentage, not less than 50 per cent., as Brooks Macdonald decides) in nominal value of the Ordinary Shares to which the Offer will relate.
· The Offer will also be conditional on the Management Share Purchase Agreement being approved by the Independent Shareholders at a General Meeting of Braemar. Further details of the conditions of the Offer are set out in Appendix A to this announcement. The Offer Document will include notice of the General Meeting of Braemar in order for the Independent Shareholders to consider and vote on the Management Share Purchase Agreement.
Comments on the Offer
· Chris Macdonald, Chief Executive of Brooks Macdonald, said:
"I believe this to be an excellent opportunity for shareholders, clients and staff of both organisations. Braemar has a strong management team, fund management range and property management business which will complement Brooks Macdonald's existing offering and is in keeping with Brooks Macdonald's strategy of expanding its niche range of funds."
· Marc Duschenes, Chief Executive of Braemar, said:
"Whilst acting as a platform for accelerated growth for our business, the Offer represents delivery of value to our existing shareholders. We have long believed that our core funds' positioning in the marketplace adds value to investors' portfolios and I am delighted that these achievements have been recognised by Brooks Macdonald to the benefit of our shareholders and clients."
Collins Stewart Europe Limited is acting as financial adviser to Brooks Macdonald Group plc. Zeus Capital Limited is acting as financial adviser to Braemar Group plc.
Enquiries:
Brooks Macdonald Group plc
Tel: +44(0)20 7499 6424
Chris Macdonald (Chief Executive)
Simon Jackson (Finance Director)
Braemar Group plc
Tel: +44(0)161 929 4969
Martin Robinson (Chairman)
Marc Duschenes (Chief Executive)
Braemar Independent Director
Tel: +353 87 757 4857
Anthony McFarland
Collins Stewart Europe Limited
Financial adviser, Nomad and broker to Brooks Macdonald
Tel: +44(0)20 7523 8350
Bruce Garrow
Mark Connelly
Zeus Capital Limited
Financial adviser, Nomad and broker to Braemar
Tel: +44(0)161 831 1512
Alex Clarkson
Nick Cowles
Bankside Consultants
Financial PR adviser to Brooks Macdonald
Tel: +44(0)20 7367 8888
Simon Rothschild
Oliver Winters
This summary should be read in conjunction with, and is subject to, the full text of this announcement including the Appendices.
Appendix A sets out the conditions and certain further terms of the Offer. Appendix B contains certain details relating to the irrevocable undertakings given by certain Braemar Shareholders. Appendix C contains the definitions of certain terms used in this announcement.
Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Brooks Macdonald Group plc and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Brooks Macdonald Group plc for providing the protections afforded to clients of Collins Stewart Europe Limited, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.
Zeus Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Braemar Group plc and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Braemar Group plc for providing the protections afforded to clients of Zeus Capital Limited, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.
This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for or an invitation to purchase, any securities.
In accordance with Rule 2.10 of the City Code, the current issued share capital of Braemar comprises 172,126,380 Ordinary Shares of 1 pence each. The ISIN number for the Ordinary Shares is GB00B012XS39.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
8 June 2010
RECOMMENDED CASH OFFER
for Braemar Group plc
by Brooks Macdonald Group plc
1 Introduction
Braemar Management, the Braemar Independent Director and the Board of Brooks Macdonald are pleased to announce that agreement has been reached on the terms of a recommended cash offer, to be made by Brooks Macdonald, to acquire the entire issued and to be issued Ordinary Shares not subject to the Management Share Purchase Agreement.
2 The Offer
The Offer, which will be subject to the conditions and further terms set out below and in Appendix A to this announcement (and to the further terms to be set out in the Offer Document and the Form of Acceptance), will be made on the following basis:
2.25 pence in cash for each Ordinary Share in issue or to be issued whilst the Offer remains open for acceptance.
This represents a premium of:
· approximately 63.6 per cent. to the Closing Price of an Ordinary Share of 1.375 pence on 7 June 2010, being the last Dealing Day prior to the Announcement Date; and
· approximately 58.6 per cent. to the average Closing Price of an Ordinary Share of 1.419 pence for the six months ended 7 June 2010, being the last Dealing Day prior to the Announcement Date.
Conditional on the Offer becoming or being declared unconditional in all respects, Brooks Macdonald will acquire the balance of the Ordinary Shares not the subject of the Offer through the Management Share Purchase Agreement. Accordingly, Brooks Macdonald will offer and contract to acquire the entire issued and to be issued share capital of Braemar.
The Offer, together with the acquisition of Ordinary Shares pursuant to the Management Share Purchase Agreement (further details of which are referred to in paragraph 9 below), values the entire issued and to be issued share capital of Braemar at approximately £4 million.
If a person to whom the Offer is made holds a number of Ordinary Shares not exactly divisible by four, the fraction of a penny that results in calculating the consideration payable by Brooks Macdonald under the Offer will be rounded down to the nearest penny.
Collins Stewart is satisfied that sufficient financial resources are available to Brooks Macdonald to satisfy full acceptance of the Offer.
3 Background to and reasons for the Offer
As at 31 March 2010, Brooks Macdonald managed approximately £2.05 billion on behalf of clients, including four onshore funds. Brooks Macdonald had already evaluated three of Braemar's property funds with a view to investing. When subsequently introduced to the opportunity to acquire Braemar, Brooks Macdonald felt that it could provide capital to strengthen further Braemar's marketing, to expand its distribution capabilities and to provide scale and liquidity to the Braemar funds.
The Board of Brooks Macdonald believes that the acquisition of Braemar will strengthen significantly the position of Brooks Macdonald in the fund management market and fits with its strategy of expanding its niche range of funds. The key expected benefits for Brooks Macdonald include:
● increased scale and distribution in the UK retail fund management market;
● the acquisition of a range of services and niche funds complementary to Brooks Macdonald's;
● increased exposure to the property and alternative asset management sector;
● strengthening Brooks Macdonald's investment capabilities with the addition of key talent; and
● expansion of Brooks Macdonald's investment offering to its own clients.
Furthermore, Braemar has a strong management team which fits well with Brooks Macdonald and the operation of Braemar Estates within the Braemar Group provides significant growth opportunities.
It is intended that the business and identity of the Braemar Group will continue substantially as it is at present.
4 Background to and reasons for recommending the Offer
Braemar was co-founded by its current Chief Executive, Marc Duschenes, in 2001, with the intention of building a property fund management business, backed by the development of support services in corporate finance and property management. While the Braemar Directors are confident that the prospects of the business as an independent company remain strong, they also recognise the benefits of increased scale and support achieved by combining Braemar with Brooks Macdonald. The Braemar Directors believe that, by being part of a larger group, existing and potential investors in its niche range of funds will have greater confidence in the ability of Braemar to increase the scale and diversity of its funds and thereby deliver improved returns for clients.
In considering the merits of the Offer, the Braemar Independent Director has taken into account:
● the level of the Offer, providing Braemar Shareholders with delivery of shareholder value at an attractive level, which reflects Braemar's achievements to date and the medium term growth prospects of the Braemar business;
● the confirmations received from Brooks Macdonald regarding the safeguarding of the existing employment rights of the Braemar Group employees and the belief of Braemar that there will be significant career development opportunities for Braemar staff within the Brooks Macdonald Group;
● the confirmation from Brooks Macdonald that it is not its present intention to make any substantial change to the business or identity of Braemar; and
● the fact that the Offer will provide Braemar with access to the substantial resources of Brooks Macdonald, which should enhance the development of the Braemar business.
The Offer provides Braemar Shareholders with an opportunity to realise their investment in Braemar for cash at a price that represents a premium of approximately:
● 63.6 per cent. to the Closing Price of an Ordinary Share of 1.375 pence on 7 June 2010, being the last Dealing Day prior to the Announcement Date; and
● 58.6 per cent. to the average Closing Price of an Ordinary Share of 1.419 pence for the six months ended 7 June 2010, being the last Dealing Day prior to the Announcement Date.
The Braemar Independent Director believes that the level of the Offer fairly values Braemar's business, taking into account the values attributable to other fund and property management businesses in recent transactions in the sector. Accordingly, the Braemar Independent Director believes that Braemar Shareholders should have this opportunity to realise their investment in Braemar.
5 Recommendation
The Braemar Independent Director, who has been so advised by Zeus Capital, considers the Offer to be fair and reasonable and recommends to Braemar Shareholders that they accept the Offer, as the Braemar Independent Director has irrevocably undertaken to do in respect of his own beneficial shareholding of 4,641,667 Ordinary Shares (representing approximately 2.7 per cent. of the existing issued Ordinary Shares and 3.7 per cent. of the Ordinary Shares to which the Offer will relate).
In providing the Braemar Independent Director with advice, Zeus Capital has taken into account the commercial assessments of the Braemar Independent Director.
6 Irrevocable undertakings
Irrevocable undertakings to accept (or procure the acceptance of) the Offer and to vote in favour of the Resolution have been received by Brooks Macdonald from:
· the Braemar Independent Director in respect of his entire beneficial holding amounting to 4,641,667 Ordinary Shares (representing approximately 2.7 per cent. of the existing issued Ordinary Shares and 3.7 per cent. of the Ordinary Shares to which the Offer will relate); and
· certain other shareholders in respect of, in aggregate, 64,399,998 Ordinary Shares (representing approximately 37.4 per cent. of the existing issued Ordinary Shares and 52.0 per cent. of the Ordinary Shares to which the Offer will relate).
Brooks Macdonald has therefore received irrevocable undertakings to accept or procure the acceptance of the Offer in respect of, in aggregate, 69,041,665 Ordinary Shares, representing approximately 40.1 per cent. of the existing issued Ordinary Shares and 55.7 per cent. of the Ordinary Shares to which the Offer will relate.
All of the irrevocable undertakings will cease to be binding in the event that the Offer lapses or is withdrawn. All of the irrevocable undertakings, other than that given by the Braemar Independent Director, will cease to be binding in the event that a competing offer, recommended by the Braemar Independent Director, for a cash price of not less than 2.5 pence, is announced by a third party in accordance with Rule 2.5 of the City Code and within five business days thereof Brooks Macdonald has not announced a revised offer at a value equal to or in excess of such competing offer.
Further details of the irrevocable undertakings are given in Appendix B to this announcement.
7 Information on Brooks Macdonald
Brooks Macdonald is an integrated private client discretionary asset management and financial advisory group, headquartered in London. It was established in 1991 and, since March 2005, has been admitted to trading on AIM. As at 7 June 2010, Brooks Macdonald's market capitalisation was approximately £79 million.
The Group has two operating divisions: Asset Management and Financial Consulting. Its Asset Management division provides discretionary portfolio management to private clients, pension funds, charities and trusts. Its Financial Consulting division provides an independent, fee-based financial management service across a range of clients.
As at 31 March 2010, Brooks Macdonald had approximately £2.05 billion of funds under management. It has over 160 employees and has offices in London, Hampshire, Manchester, Tunbridge Wells and Edinburgh. For the year ended 30 June 2009, the Brooks Macdonald Group reported revenue of £21.75 million (year ended 30 June 2008: £16.78 million) and a profit before tax of £3.18 million (year ended 30 June 2008: £2.02 million). As at 30 June 2009, the Brooks Macdonald Group had net assets of £8.08 million. In the six months ended 31 December 2009 the Brooks Macdonald Group reported revenue of £16.38 million and a profit before tax of £2.47 million.
8 Information on Braemar
Braemar, through its two core divisions, Braemar Securities and Braemar Estates, manages a range of investment funds and property. It was established in 2001 and, since December 2005, has been admitted to trading on AIM. As at 7 June 2010, Braemar's market capitalisation was approximately £2.4 million.
Braemar Securities designs, promotes and manages structured financial products and promotes its funds to high net worth individuals, via IFAs and other regulated entities. Its range of funds comprises three open ended investment companies investing in Agricultural Land, Student Accommodation and Ground Rents and nine closed ended residential property funds, with an aggregate value of funds under management of approximately £44 million as at 31 March 2010.
Braemar Estates provides a full management service to the property funds operated by Braemar Securities and other institutional and private landlords. In addition, it manages a diverse portfolio of approximately 3,100 commercial and residential properties in the UK with a combined value, as at 31 March 2010, of over £500 million on behalf of freeholders and leaseholders.
Braemar has approximately 34 employees and has its head office in Hale, Cheshire, together with property management operations in Manchester and Reading. For the year ended 31 March 2010, the Braemar Group reported £2.6 million in revenue.
9 Arrangements with Braemar Management
Management Share Purchase Agreement
Pursuant to the Management Share Purchase Agreement (which is conditional upon the Offer becoming or being declared unconditional in all respects), Braemar Management and the relevant members of their families have agreed to exchange all of their existing Ordinary Shares (amounting in aggregate to 48,257,421 Ordinary Shares) for 139,851 New Brooks Macdonald Shares. For the purposes of such exchange, the Ordinary Shares are valued at 2.25 pence per share and the New Brooks Macdonald Shares are valued at £7.764 per share, being the volume weighted average share price of Brooks Macdonald Shares over the five Dealing Days prior to the Announcement Date.
Brooks Macdonald has also agreed, pursuant to the terms of the Management Share Purchase Agreement, to purchase the £312,150 in principal amount of Convertible Loan Notes held by Marc Duschenes and his wife in exchange for 40,205 New Brooks Macdonald Shares. For the purposes of such purchase, the New Brooks Macdonald Shares are again valued at £7.764 per share, being the volume weighted average share price of Brooks Macdonald Shares over the five Dealing Days prior to the Announcement Date.
Braemar Management and their relevant family members will be subject to certain lock-in arrangements in respect of the New Brooks Macdonald Shares, as set out in the Management Share Purchase Agreement. They will not, subject to certain carve-outs, be permitted to sell the New Brooks Macdonald Shares for a period of one year from the date on which the Offer becomes wholly unconditional without the consent of Brooks Macdonald and thereafter will be subject to a six month orderly market undertaking.
Further details of the Management Share Purchase Agreement will be set out in the Offer Document.
It is a condition of the Offer that the Independent Shareholders approve the Management Share Purchase Agreement. Accordingly, the Resolution will be put to the Independent Shareholders at the General Meeting, formal notice of which will be set out in the Offer Document.
Zeus Capital, which is acting as financial adviser to Braemar, considers the Management Share Purchase Agreement, for the purposes of Rule 16 of the City Code, to be fair and reasonable so far as Independent Shareholders are concerned.
Management Incentivisation Arrangements
The Braemar Management have entered into new employment contracts with Braemar, which are conditional upon the Offer being declared wholly unconditional in all respects. The new employment contracts include basic salaries and entitlement to bonus arrangements on substantially similar terms to their existing service contracts.
The Braemar Management will also be granted share options and phantom options in line with Brooks Macdonald's existing remuneration structure. In addition, each of the Braemar Management will receive between £50,000 and £56,000 as a one off payment for entering into the new service contracts and reducing their notice periods from 12 to 6 months.
Further details of the Management Incentivisation Arrangements will be set out in the Offer Document.
Zeus Capital considers the Management Incentivisation Arrangements with the Braemar Management to be fair and reasonable and not unusual either in the context of the fund management industry or good practice.
10 Employees and locations
Brooks Macdonald intends that, upon the Offer becoming or being declared unconditional in all respects, the existing contractual and statutory employment rights and pension rights of all employees of Braemar will be fully safeguarded.
Save for the Management Incentivisation Arrangements referred to above, and which will be summarised in the Offer Document, Brooks Macdonald's plans do not involve any material changes to the terms of employment of Braemar's employees, nor are there any current plans to change the principal locations of Braemar's business.
The Braemar Independent Director has agreed to resign from the Board of Braemar on the Offer becoming or being declared unconditional in all respects. It is proposed that Simon Jackson and Christopher Macdonald, each directors of Brooks Macdonald, will join the Boards of Braemar, Braemar Securities and Braemar Estates on the Offer becoming or being declared unconditional in all respects.
11 Braemar Share Scheme
The Offer will extend to any Ordinary Shares unconditionally allotted or issued while the Offer remains open for acceptance (or until such earlier date as, subject to the City Code, Brooks Macdonald may decide), including those allotted or issued as a result of the exercise of Braemar Share Options.
Appropriate proposals will be made, on or shortly after the date of the Offer Document, to the holders of Braemar Share Options.
12 General Meeting of Braemar
Rule 16 of the City Code provides that, where the members of the offeree company's management are shareholders in the offeree company and, as a result of such management incentivisation arrangements, they will become shareholders in the offeror on a basis that is not being made available to all other offeree company shareholders, such arrangements must be approved at a general meeting of the offeree company's shareholders, by a separate vote of independent shareholders taken on a poll.
Accordingly, the Resolution to approve the Management Share Purchase Agreement described in paragraph 9 above must be passed on a poll of the Independent Shareholders at the General Meeting. As they are not Independent Shareholders for the purposes of the City Code, Braemar Management and their connected persons will abstain from voting on the Resolution.
Under the terms of the irrevocable undertakings referred to in paragraph 6 above, Braemar Shareholders (including the Braemar Independent Director) holding in aggregate 69,041,665 Ordinary Shares, representing approximately 40.1 per cent. of the existing issued Ordinary Shares and 55.7 per cent. of the Ordinary Shares held by Independent Shareholders, have agreed to vote in favour of the Resolution.
Zeus Capital, which is acting as financial adviser to the Braemar Independent Director, considers the Management Share Purchase Agreement, for the purpose of Rule 16 of the City Code, to be fair and reasonable so far as Independent Shareholders are concerned.
13 Compulsory acquisition, cancellation of AIM admission and re‑registration
If Brooks Macdonald receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Ordinary Shares to which the Offer relates and the Offer becomes or is declared unconditional in all respects, Brooks Macdonald intends to exercise its rights pursuant to the provisions of Sections 979 to 982 (inclusive) of the Companies Act to acquire compulsorily all remaining Ordinary Shares on the same terms as the Offer.
Assuming the Offer becomes or is declared wholly unconditional, Brooks Macdonald intends to procure that Braemar applies to the London Stock Exchange for the cancellation of admission of the Ordinary Shares to AIM. If this cancellation occurs, it will significantly reduce the liquidity and marketability of any Ordinary Shares not assented to the Offer. It is anticipated that the cancellation of admission to AIM will take effect no earlier than the expiry of 20 business days after the date on which the Offer becomes or is declared wholly unconditional (and will be subject to Brooks Macdonald acquiring or agreeing to acquire Ordinary Shares carrying 75 per cent. or more of the voting rights of Braemar).
It is also proposed that, following the Offer becoming or being declared unconditional in all respects and after the cancellation of admission of the Ordinary Shares to AIM, Braemar will be re‑registered as a private limited company under the relevant provisions of the Companies Act.
14 Current trading and prospects of the Braemar Group
Braemar has today issued the announcement of its audited results for the year ended 31 March 2010.
Group revenue for the year ended 31 March 2010 was £2.6 million (2009: £2.6 million). Recurring income has increased by 45% to £1.3 million. With the reduction in administration expenses to £1.7 million (2009: £1.8 million), recurring income for the period covered 76% of administration expenses (2009: 50%), demonstrating significant progress in management's medium term goal of recurring income covering administration expenses in full.
These factors have contributed to a reduction in the loss before tax for the second half to £21,000 from the first half loss of £109,000, giving an overall loss before tax for the year of £130,000 (2009: £210,000 loss).
During the year, Braemar diversified its range of Open Ended Investment Companies ("OEICs") to include Ground Rents, launched during the summer of 2009, adding to the existing UK Agricultural Land and Student Accommodation funds. Funds under management have increased by more than 20% to over £44 million.
On 1 April 2010, Braemar Estates took over as block and lettings manager for two landmark properties, both known as the Beetham Tower, in Manchester and in Birmingham. These appointments, together with other contractual gains during the year, have increased the value of assets under management by more than 100% to over £500 million. As most of the increase came at or close to the year end, the benefit of this increase will only begin to show in the current financial year.
The Braemar Directors are pleased that the above achievements, in particular the increase in recurring income, are providing a stable financial footing for the Braemar Group and a platform for solid profitable growth. Current trading is in line with the Braemar Director's expectations.
15 Disclosure of interests
Brooks Macdonald will, at the date of this announcement, make a separate public Opening Position Disclosure as required under Rule 8.1(a) of the City Code. Such announcement will contain details of any interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Offer for the purposes of the City Code.
16 General
The Offer will be conditional, inter alia, upon valid acceptances being received in respect of not less than 90 per cent. (or such lower percentage, being not less than 50 per cent., as Brooks Macdonald decides) in nominal value of the Ordinary Shares to which the Offer will relate. The Offer will also be conditional on the Management Share Purchase Agreement being approved by the Independent Shareholders at the General Meeting.
Further details of the conditions and certain further terms of the Offer are set out in Appendix A to this announcement. Brooks Macdonald intends that the Offer Document, setting out the full terms of the Offer, together with the Form of Acceptance and notice of the General Meeting, will be posted to Braemar Shareholders as soon as is reasonably practicable and, in any event (unless the Panel permits otherwise), within 28 days after the date of this announcement.
The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws and regulations of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. Further details in relation to overseas shareholders will be contained in the Offer Document.
Appendix C contains the definitions of certain terms used in this announcement.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on the following websites: www.brooksmacdonald.com and www.braemar-group.co.uk.
Enquiries
Brooks Macdonald Group plc
Tel: +44(0)20 7499 6424
Chris Macdonald (Chief Executive)
Simon Jackson (Finance Director)
Braemar Group plc
Tel: +44(0)161 929 4969
Martin Robinson (Chairman)
Marc Duschenes (Chief Executive)
Braemar Independent Director
Tel: + 353 87 757 4857
Anthony McFarland
Collins Stewart Europe Limited
Financial adviser, Nomad and broker to Brooks Macdonald
Tel: +44(0)20 7523 8350
Bruce Garrow
Mark Connelly
Zeus Capital Limited
Financial adviser, Nomad and broker to Braemar
Tel: +44(0)161 831 1512
Alex Clarkson
Nick Cowles
Bankside Consultants
Financial PR adviser to Brooks Macdonald
Tel: +44(0)20 7367 8888
Simon Rothschild
Oliver Winters
Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Brooks Macdonald Group plc and no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Brooks Macdonald Group plc for providing the protections afforded to clients of Collins Stewart Europe Limited or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.
Zeus Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Braemar Group plc and no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Braemar Group plc for providing the protections afforded to clients of Zeus Capital Limited or for providing advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.
This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for or an invitation to purchase any securities. The Offer will be made solely through the Offer Document, which together with the Form of Acceptance will contain the full terms and conditions of the Offer.
In accordance with Rule 2.10 of the City Code, the current issued share capital of Braemar comprises 172,126,380 Ordinary Shares of 1 pence each. The ISIN number for the Ordinary Shares is GB00B012XS39.
Cautionary Notice Regarding Forward Looking Statements
This document contains statements about Brooks Macdonald and Braemar that are or may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Brooks Macdonald and Braemar's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Brooks Macdonald's or Braemar's business.
Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Brooks Macdonald or Braemar disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Brooks Macdonald will, at the date of this announcement, make a separate public Opening Position Disclosure as required under Rule 8.1(a) of the City Code.
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Appendix A
Conditions and certain further terms of the Offer
1 Conditions of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1 pm on the first closing date of the Offer (or such later time(s) and/or date(s) as Brooks Macdonald may, with the consent of the Panel or in accordance with the City Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Brooks Macdonald may decide) (i) in nominal value of the Ordinary Shares to which the Offer relates, and (ii) of the voting rights attached to those shares, provided that this condition shall not be satisfied unless Brooks Macdonald and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Ordinary Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Braemar, including, for this purpose, to the extent required by the Panel, any voting rights attaching to (or which, if issued, would attach to) Ordinary Shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise. For the purposes of this condition:
(i) shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being properly and validly issued;
(ii) valid acceptances shall be deemed to have been received in respect of the Ordinary Shares which are treated for the purposes of s.979 of the Companies Act as having been acquired or contracted to be acquired by Brooks Macdonald by virtue of acceptances of the Offer; and
(iii) the expression "Ordinary Shares to which the Offer relates" shall be construed in accordance with Part 28 of the Companies Act;
(b) the passing at an extraordinary general meeting of Braemar (or at any adjournment thereof) of such resolution or resolutions as are required pursuant to Rule 16 of the City Code by shareholders of Braemar who are independent shareholders for the purposes of the City Code;
(c) save as Disclosed, no Third Party having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to:
(i) require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the wider Brooks Macdonald Group or any member of the wider Braemar Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own or control any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the wider Brooks Macdonald Group or the wider Braemar Group in either case taken as a whole;
(ii) require, prevent or materially delay a divestiture by any member of the wider Brooks Macdonald Group of any shares or other securities (or the equivalent) in Braemar which is material in the context of the wider Braemar Group taken as a whole;
(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the wider Brooks Macdonald Group or the wider Braemar Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the wider Braemar Group or on the ability of any such member to hold or exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in, or to exercise management control over, any member of the wider Braemar Group;
(iv) otherwise adversely affect the business, assets, profits or prospects of any member of the wider Brooks Macdonald Group or of any member of the wider Braemar Group in a manner which is adverse to and material in the context of the wider Brooks Macdonald Group or the wider Braemar Group in either case taken as a whole;
(v) make the Offer, its implementation or the acquisition or proposed acquisition by Brooks Macdonald or any member of the wider Brooks Macdonald Group of any shares or other securities in, or control or management of, Braemar or any member of the wider Braemar Group void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise materially interfere with the same, or impose additional material conditions or obligations with respect thereto, or otherwise materially challenge or interfere therewith or require material amendment to the terms thereof;
(vi) require any member of the wider Brooks Macdonald Group or the wider Braemar Group to acquire or to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the wider Braemar Group or the wider Brooks Macdonald Group owned by any Third Party;
(vii) impose any limitation on the ability of any member of the wider Braemar Group or the wider Brooks Macdonald Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses of any other members which is adverse to, and material in the context of, the wider Braemar Group concerned taken as a whole; or
(viii) result in any member of the wider Braemar Group ceasing to be able to carry on business under any name under which it presently does so which, in any case, is material in the context of the wider Braemar Group taken as a whole,
and all applicable waiting and other time periods during which any such Third Party could take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Ordinary Shares, or other securities in, or control of, Braemar or any other member of the wider Braemar Group having expired, lapsed or been terminated;
(d) there being no provision of any agreement, arrangement, licence, lease, permit or other instrument to which any member of the wider Braemar Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition of any shares or other securities in Braemar or because of a change in the control or management of Braemar or otherwise, could or might reasonably be expected to result to an extent which is material in the context of the wider Braemar Group as a whole in:
(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to, any such member being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date, or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, lease, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or modified or affected or any obligation or liability arising or any action being taken thereunder;
(iii) any assets or interests of, or any asset the use of which is enjoyed by, any such member being or falling to be disposed of or charged or ceasing to be available to such member, or any right arising under which any such asset or interest could be required to be disposed of or charged;
(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any mortgage, charge or other security interest (whenever created or arising) becoming enforceable;
(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;
(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by any such member,
and no event having occurred which, under any provision of any agreement, arrangement, licence, lease, permit or other instrument to which any member of the wider Braemar Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could reasonably be expected to result in any of the events or circumstances as are referred to in paragraphs (i) to (viii) of this paragraph (d) in each case, to an extent which is material in the context of the wider Braemar Group, taken as a whole;
(e) all necessary notifications, filings or applications having been made in connection with the Offer and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the wider Brooks Macdonald Group of any shares or other securities in, or control of, Braemar and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary or appropriate by Brooks Macdonald or any member of the wider Brooks Macdonald Group for or in respect of the Offer including without limitation, its implementation and financing or the proposed acquisition of any shares or other securities in, or control of, Braemar by any member of the wider Brooks Macdonald Group having been obtained in terms and in a form reasonably satisfactory to Brooks Macdonald from all appropriate Third Parties including, without limitation, persons with whom any member of the wider Braemar Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all material authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the wider Braemar Group which are material in the context of the wider Brooks Macdonald Group or the wider Braemar Group as a whole remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;
(f) save as Disclosed, no member of the wider Braemar Group having, since 31 March 2010:
(i) save as between Braemar and any member of the Braemar Group or between any such members of the Braemar Group or for Ordinary Shares issued pursuant to the exercise of options granted under the Braemar Share Scheme, issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible capital or transferred or sold or agreed to transfer or sell or proposed the transfer or sale of Ordinary Shares out of treasury;
(ii) save as between Braemar and any member of the Braemar Group or between any such members of the Braemar Group or for Ordinary Shares issued pursuant to the exercise of options granted under the Braemar Share Scheme, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;
(iii) other than to another member of the Braemar Group, 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;
(iv) save for intra-Braemar Group transactions; 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), which, in each case, is material in the context of the wider Braemar Group or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business;
(v) save for intra-Braemar Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital which is material in the context of the Braemar Group taken as a whole;
(vi) issued, authorised or proposed the issue of any debentures or save for intra-Braemar Group transactions and save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability which is material in the context of the Braemar Group taken as a whole;
(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in paragraph (i) above, made any other change to any part of its share capital;
(viii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business which is material in the context of the Braemar Group taken as a whole;
(ix) entered into or changed the terms of any contract with any director or senior executive;
(x) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or, other than in the ordinary course of business, materially altered any other benefit relating to the employment or termination of employment of any employee of the Braemar Group;
(xi) entered into or varied or authorised or 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 is or could reasonably be expected to be materially restrictive on the businesses of any member of the wider Braemar Group or the wider Brooks Macdonald Group or which involves or could reasonably be expected to involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business and which is reasonably be expected to be material in the context of the wider Braemar Group taken as a whole;
(xii) (other than in respect of a member of the wider Braemar Group which is dormant and was solvent at the relevant time) taken 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, administrative receiver, administrator, 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;
(xiii) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the wider Braemar Group or the wider Brooks Macdonald Group (other than to a nature and extent which is normal in the context of the business concerned) and which is reasonably expected to be material in the context of the wider Braemar Group taken as a whole;
(xiv) waived or compromised any claim otherwise than in the ordinary course of business and which is material in the context of the wider Braemar Group taken as a whole;
(xv) made any material alteration to its memorandum or articles of association or other incorporation documents which is material in the context of the wider Braemar Group taken as a whole;
(xvi) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, 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; or
(xvii) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition,
(g) save as Disclosed, since 31 March 2010:
(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the wider Braemar Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the wider Braemar Group is or may become a party (whether as a plaintiff, claimant, defendant or otherwise) and no investigation or enquiry by or complaint or reference to any Third Party against or in respect of any member of the wider Braemar Group having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the wider Braemar Group;
(iii) no contingent or other liability having arisen or become apparent to Brooks Macdonald which would be likely adversely to affect any member of the wider Braemar Group; and
(iv) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence or other authorisation held by any member of the wider Braemar Group which is necessary for the proper carrying on of its business,
in each case, which is material in the context of the wider Braemar Group taken as a whole;
(h) save as Disclosed, since 31 March 2010 Brooks Macdonald not having discovered:
(i) that any financial, business or other information concerning the wider Braemar Group as contained in the information publicly disclosed at any time by or on behalf of any member of the wider Braemar Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading to a material extent;
(ii) that any member of the wider Braemar Group is subject to any liability (contingent or otherwise) which is not disclosed in the Accounts and which is material in the context of the wider Braemar Group taken as a whole; or
(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the wider Braemar Group and which is material in the context of the wider Braemar Group taken as a whole; and
(i) Brooks Macdonald not having discovered that, save as Disclosed:
(i) any past or present member of the wider Braemar Group has failed to comply with any and/or all applicable legislation or regulation of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, 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) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the wider Braemar Group and which is material in the context of the wider Braemar Group taken as a whole;
(ii) there is, or is likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the wider Braemar Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the wider Braemar Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction and which is material in the context of the wider Braemar Group taken as a whole; or
(iii) that circumstances exist whereby a person or class of person would be likely to have a claim in respect of any supply, product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the wider Braemar Group and which is material in the context of the wider Braemar Group taken as a whole.
For the purposes of these conditions the "wider Braemar Group" means Braemar and its subsidiary undertakings, associated undertakings and any other undertaking in which Braemar and/or such undertakings (aggregating their interests) have a significant interest and the "wider Brooks Macdonald Group" means Brooks Macdonald and its subsidiary undertakings, associated undertakings and any other undertaking in which Brooks Macdonald and/or such undertakings (aggregating their interests) have a significant interest and for these purposes "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the Companies Act and its subordinate legislation, other than paragraph 19(1)(b) Part 1 Schedule 6 to the Accounts Regulations which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in ten per cent or more of the equity share capital (as defined in the Companies Act).
Brooks Macdonald reserves the right to waive, in whole or in part, all or any of the above conditions, except conditions (a) and (b).
The Offer will lapse unless the conditions set out above (other than condition (a)) are fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by Brooks Macdonald in its reasonable opinion to be or to remain satisfied no later than midnight on the 21st day after the later of (i) the first closing date of the Offer and (ii) the date on which condition (a) is fulfilled (or in each such case such later date as Brooks Macdonald may, with the consent of the Panel, decide). Brooks Macdonald shall be under no obligation to waive or treat as satisfied any of the 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 of such conditions may not be capable of fulfilment.
If Brooks Macdonald is required by the Panel to make an offer for Ordinary Shares under the provisions of Rule 9 of the City Code, Brooks Macdonald may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.
Save with the consent of the Panel, the Offer will lapse if it is referred to the Competition Commission before 1pm on the first closing date of the Offer or the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later.
If the Offer lapses, it will cease to be capable of further acceptance. Braemar Shareholders who have already accepted the Offer and Brooks Macdonald shall then cease to be bound by the acceptances delivered on or before the date on which the Offer lapses.
The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, the United States, Canada, Japan or Australia and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Japan or Australia.
Ordinary Shares will be acquired under the Offer by Brooks Macdonald fully paid, free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other rights and interests of any nature whatsoever and together with all rights attaching thereto, including all voting rights and the right to receive and retain all dividends and other distributions (if any) declared, made or paid in respect of the Ordinary Shares after the date of this announcement.
The Offer, which will be made by Brooks Macdonald, will comply with the City Code and will be subject to the jurisdiction of the courts of England and Wales and to the terms and conditions set out below, in the Offer Document and in the Form of Acceptance.
Unless otherwise specified, all references to time are to London time.
Appendix B
Irrevocable Undertakings to accept the Offer
Brooks Macdonald has received irrevocable undertakings to accept or procure acceptance of the Offer in respect of, in aggregate, 69,041,665 Ordinary Shares (representing approximately 40.1 per cent. of the existing issued Ordinary Shares and approximately 55.7 per cent. of the Ordinary Shares to which the Offer will relate), as detailed below:
|
Name |
No. of Ordinary Shares |
% of current issued Ordinary Shares |
% of Ordinary Shares to which the Offer will relate |
|
Anthony McFarland |
4,641,667 |
2.7 |
3.7 |
|
Ciano Investments Limited |
47,133,332 |
27.4 |
38.1 |
|
Nigel Wray |
8,333,333 |
4.8 |
6.7 |
|
Smith & Williamson Nominees (on behalf of Stephen Hemsley) |
8,933,333 |
5.2 |
7.2 |
|
___________ |
_____________ |
____________ |
____________ |
|
TOTAL |
69,041,665 |
40.1 |
55.7 |
All of the irrevocable undertakings will cease to be binding in the event that the Offer lapses or is withdrawn.
All of the irrevocable undertakings, other than that given by Anthony McFarland, will cease to be binding in the event that a competing offer, recommended by the Braemar Independent Director, for a cash price of not less than 2.5 pence, is announced by a third party in accordance with Rule 2.5 of the City Code and within five business days thereof Brooks Macdonald has not announced a revised offer at a value equal to or in excess of such competing offer.
Appendix C
Definitions
Accounts: the annual audited report and accounts of Braemar for the financial year ended 31 March 2010;
AIM: the market of that name operated by the London Stock Exchange;
Announcement Date: the date of this announcement;
Australia: the Commonwealth of Australia, its states, territories and possessions;
Board of Brooks Macdonald: the directors of Brooks Macdonald;
Braemar: Braemar Group plc;
Braemar Estates: Braemar Estates (Residential) Limited;
Braemar Group: Braemar and its subsidiary undertakings;
Braemar Independent Director: Anthony McFarland, the non‑executive director of Braemar;
Braemar Management: Marc Duschenes, Martin Robinson and Jonathan Murphy;
Braemar Securities: Braemar Securities Limited;
Braemar Shareholders: holders of Ordinary Shares;
Braemar Share Options: options over Ordinary Shares granted under the Braemar Share Scheme;
Braemar Share Scheme: the Braemar Share Option Plan, adopted by the Braemar Board on 27 February 2007, as amended from time to time;
Brooks Macdonald: Brooks Macdonald Group plc;
Brooks Macdonald Group: Brooks Macdonald and its subsidiary undertakings;
Brooks Macdonald Shares: ordinary shares of 1 pence each in the capital of Brooks Macdonald;
business day: a day on which the London Stock Exchange is open for the transaction of 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 of the United Kingdom (as amended from time to time);
Closing Price: the closing middle market quotation of one Braemar and/or one Brooks Macdonald share as provided by the Daily Official List of the London Stock Exchange;
Companies Act: the Companies Act 2006 (as amended from time to time);
Convertible Loan Notes: convertible loan notes issued by Braemar under a convertible loan note instrument relating to the issue of up to £887,150 fixed rate unsecured convertible loan notes 2010;
Collins Stewart: Collins Stewart Europe Limited, financial adviser to Brooks Macdonald;
Dealing Day: a day on which the London Stock Exchange is open for business in the trading of securities admitted to trading on AIM;
Disclosed: (i) fairly disclosed in the Accounts or (ii) publicly announced by Braemar prior to the Announcement Date through a regulatory information service or (iii) fairly disclosed in writing by or on behalf of Braemar to Brooks Macdonald prior to the Announcement Date;
Form of Acceptance: the form of acceptance relating to the Offer which will accompany the Offer Document;
FSA: the Financial Services Authority or any successor body thereto;
FSMA: the Financial Services and Markets Act 2000 (as amended from time to time);
General Meeting: the extraordinary general meeting of Braemar (notice of which will be set out in the Offer Document) in order to propose the Resolution, or any adjournment thereof;
Independent Shareholders: Braemar Shareholders excluding Braemar Management and their connected persons;
Japan: Japan, its cities and prefectures, territories and possessions;
London Stock Exchange: London Stock Exchange plc;
Management Incentivisation Arrangements: the arrangements with Braemar Management referred to in paragraph 9 of this announcement under the heading of management incentivisation arrangements, which will be described in more detail in the Offer Document;
Management Share Purchase Agreement: the agreement between Brooks Macdonald, Braemar Management and Jennie Duschenes relating, among other things, to the acquisition of the Ordinary Shares and the Convertible Loan Notes beneficially owned by Braemar Management and their immediate families, further details of which will be set out in the Offer Document;
New Brooks Macdonald Shares: ordinary shares of 1 pence each in the capital of Brooks Macdonald issued to Braemar Management under the terms of the Management Share Purchase Agreement;
Offer: the recommended cash offer to be made by Brooks Macdonald to acquire all of the issued and to be issued Ordinary Shares which are not subject to the Management Share Purchase Agreement, on the terms and subject to the conditions set out in this announcement and to be set out in the Offer Document and the Form of Acceptance (and, where the context so requires, any subsequent revision, variation, extension or renewal of such Offer);
Offer Document: the document to be sent to Braemar Shareholders which will contain, inter alia, the terms and conditions of the Offer;
Ordinary Shares: the ordinary shares of 1 pence each in the capital of Braemar;
Panel: the Panel on Takeovers and Mergers;
Pounds sterling or £: UK pounds sterling (and references to "pence", "penny" or "p" shall be construed accordingly);
Resolution: the resolution to approve the Management Share Purchase Agreement, which will be set out in the notice of General Meeting in the Offer Document;
South Africa: the Republic of South Africa;
"subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the meanings given by the Companies Act, other than paragraph 20(1)(b) of Schedule 4A to that Act which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in 10 per cent. or more of the equity share capital (as defined in that Act) of any undertaking;
Third Party: any government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, stock exchange, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (and the expression "Third Parties" shall be construed accordingly);
UK or United Kingdom: the United Kingdom of Great Britain and Northern Ireland;
United States or USA: the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia, and all other areas subject to its jurisdiction; and
Zeus Capital: Zeus Capital Limited, financial adviser to Braemar.
Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
All times referred to in this announcement are London times.
This information is provided by RNS
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