Offer for Mission Testing plc
Capita Group PLC
29 August 2002
Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Australia or Japan.
EMBARGOED UNTIL 7:00AM
29 August 2002
Recommended Cash Offer for Mission Testing plc ('Mission Testing')
by Schroder Salomon Smith Barney
on behalf of The Capita Group Plc ('Capita')
at 80 pence per share
• The boards of Capita and Mission Testing today announce the terms of a
recommended cash offer for the entire issued and to be issued ordinary share
capital of Mission Testing.
• The Offer of 80 pence per Mission Testing Share is payable in cash and
represents a premium of approximately 18.5 per cent. over the closing middle
market price of 67.5 pence per Mission Testing Share on 27 August 2002, the last
business day prior to the announcement by Mission Testing that it was in
discussions which may or may not lead to a cash offer being made for Mission
Testing.
• The Offer values the entire issued ordinary share capital of Mission
Testing at approximately £14 million. As at 30 June 2002, Mission Testing had
net assets of £12 million.
• Shareholders on the register at close of business on 6 September 2002
will also qualify to receive the second interim dividend of 1.5 pence per
Mission Testing Share.
• The board of Capita believes that Mission Testing has developed an
excellent business, providing specialist software testing solutions and
services, focussed on quality assurance and risk monitoring and control of core
IT services.
• Capita has received irrevocable undertakings to accept the Offer in
respect of a total of 63.7 per cent. of Mission Testing's current issued share
capital, including from Mission Testing's Chief Executive, Tony Wells, who has
irrevocably undertaken to accept the Offer in respect of the 5,219,894 Mission
Testing Shares held by him, which represent 29.9 per cent. of Mission Testing's
current issued share capital. All of these undertakings are binding in all
circumstances including in the event of a higher competing offer.
Commenting on the Offer, Rod Aldridge, Executive Chairman of Capita, said:
'Mission Testing is an excellent company which is well known to Capita. It has
worked with us on a number of our major projects including assisting us
currently with the implementation of Transport for London's Congestion Charging
Scheme. By bringing Mission Testing into the Capita Group, we will be able to
add further value to our major contract bid solutions and enhance our wider IT
services offerings. Coupling our expertise and customer relationships with
Mission Testing's niche skill set will expand our service portfolio and provide
Mission Testing with a real opportunity to service a wider range of substantial
clients across both the private and public sectors.'
Commenting on the Offer, Graham Pooley, Chairman of Mission Testing, said:
'Although Mission Testing is in a strong financial position, as a relatively
small independent company it is finding that its market is becoming more
difficult as IT budgets are squeezed and broader based IT service providers
shift resource into the testing marketplace. For the foreseeable future, the
board of Mission Testing believes that the company's share price is likely to be
adversely affected by the resulting uncertainty surrounding Mission Testing's
future financial performance and the continued illiquidity in the market for
Mission Testing Shares. The Offer of 80 pence per share provides shareholders
with the opportunity to realise a cash sum at a premium to Mission Testing's
share price.
As part of the Capita Group, Mission Testing will be far better placed to win
substantial new business. I am very pleased that clients will enjoy expanded
service capability and am delighted that staff will also be able to benefit from
the wider opportunities offered by Capita and its various incentive schemes and
option schemes.'
This summary should be read in conjunction with the full text of the following
announcement. The Offer Document containing the formal terms of the Offer will
be posted to Mission Testing Shareholders as soon as practicable. Appendix II
to the full announcement contains definitions of certain expressions used in
this summary.
Schroder Salomon Smith Barney is acting as financial adviser to Capita and
broker to the Offer.
Press Enquiries
Capita 020 7799 1525
Rod Aldridge
Paul Pindar
Schroder Salomon Smith Barney 020 7986 4000
William Barter
Jim Wight (Corporate Stockbroking)
Mission Testing 01293 457 125
Tony Wells
Investec Investment Banking 020 7597 5970
Derek Rawlings
Schroder Salomon Smith Barney, which is regulated in the UK by the Financial
Services Authority, is acting for Capita and no one else in connection with the
Offer and will not be responsible to any other person for providing the
protections afforded to clients of Schroder Salomon Smith Barney or for
providing advice in relation to the Offer.
Investec Investment Banking, which is regulated in the UK by the Financial
Services Authority, is acting exclusively for Mission Testing and no one else in
relation to the Offer and will not be responsible to anyone other than Mission
Testing for providing the protections afforded to clients of Investec Investment
Banking or for providing advice in relation to the Offer.
The Offer will not be made, directly or indirectly, in or into, or by the use of
the mails or any means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of the United States, Canada,
Australia or Japan. Accordingly, except as required by applicable law, copies
of this announcement are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from the United States, Canada,
Australia or Japan. Persons receiving this announcement (including without
limitation nominees, trustees or custodians) must not forward, distribute or
send it into the United States, Canada, Australia or Japan.
Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Australia or Japan.
EMBARGOED UNTIL 7:00AM
29 August 2002
Recommended Cash Offer for Mission Testing plc ('Mission Testing')
by Schroder Salomon Smith Barney
on behalf of The Capita Group Plc ('Capita')
at 80 pence per share
Introduction
The boards of Capita and Mission Testing today announce that they have reached
agreement on the terms of a recommended cash offer to be made by Schroder
Salomon Smith Barney on behalf of Capita for the entire issued and to be issued
ordinary share capital of Mission Testing.
The Offer values each Mission Testing Share at 80 pence payable in cash and
represents a premium of approximately 18.5 per cent. over the closing middle
market price of 67.5 pence per share on 27 August 2002, the last business day
prior to the announcement by Mission Testing that it was in discussions which
may or may not lead to a cash offer being made for Mission Testing. The Offer
values the entire issued ordinary share capital of Mission Testing at
approximately £14 million. In addition, Shareholders on the register at the
close of business on 6 September 2002 will qualify to receive the second interim
dividend of 1.5 pence per Mission Testing Share.
Capita has received irrevocable undertakings, details of which are set out
below, to accept the Offer in respect of a total of 63.7 per cent. of Mission
Testing's current issued share capital.
Capita is a leading provider of integrated professional support service
solutions. The Group's service capabilities encompass customer services,
insurance services, human resource services, software services, systems and
strategic support and property services delivered to both public sector and
private organisations.
Mission Testing is a provider of specialist software testing solutions and
services. Through continued growth and acquisition, Mission Testing has become
a market leader in the UK with consulting and resourcing teams of over 100
professional testers and over 30 management, sales and support staff.
The Offer
On behalf of Capita, Schroder Salomon Smith Barney will offer to acquire all of
the Mission Testing Shares on the following basis:
for each Mission Testing Share 80 pence in cash
The Offer values the whole of the issued ordinary share capital of Mission
Testing at approximately £14 million. In addition, Mission Testing Shareholders
on the register at the close of business on 6 September 2002 will qualify for
the second interim dividend of 1.5 pence per Mission Testing Shares payable in
respect of the financial year ended 30 June 2002.
The Offer will be subject to the conditions and further terms set out in
Appendix I of this announcement and to be set out in the formal Offer Document
and the related Form of Acceptance.
Information relating to Capita
Capita is a leading provider of integrated professional support service
solutions. The Capita Group's service capabilities encompass customer services,
insurance services, human resource services, software services, systems and
strategic support and property services delivered to both public sector and
private organisations. With over 16,000 people at over 160 UK sites, Capita is
quoted on the London Stock Exchange and is a FTSE 100 company. For the year to
31 December 2001, Capita reported revenues of £691.2 million (2000: £453.3
million), earnings before interest, tax and amortisation of £77.1 million (2000:
£54.5 million) and profit before tax of £53.0 million (2000: £40.0 million).
As at 31 December 2001 Capita reported net assets of £281.7 million.
Recent contract wins include: a contract worth approximately £500 million over
10 years, representing the largest ever contract for Capita to date, to deliver
the TV Licensing service on behalf of the BBC; a contract with Transport for
London estimated to be worth £280 million over the first five years of operation
and a ten year contract worth £160 million to provide third party administration
services to Lincoln Financial Group.
Information relating to Mission Testing
Mission Testing is a leading provider of specialist software testing solutions
and services, with consulting and resourcing teams of over 100 professional
testers, over 30 management, sales and support staff and a database of
approximately 6,000 software testing and consulting experts. Mission Testing is
a company whose shares are admitted to trading on AIM.
Mission Testing reported today that for the year to 30 June 2002, revenues were
£16.5 million (2001: £10.5 million), with earnings before interest, tax and
exceptionals of £1.3 million (2001: £1.1 million) and profit before tax of £0.3
million (2001: £1.0 million) with cash at bank and in hand of £8.7 million. As
at 30 June 2002, net assets were £12.0 million.
Mission Testing works with its clients to manage risk by building quality
assurance and control processes into the programmes that design, develop,
integrate and maintain the systems that run their businesses. Mission Testing
has a portfolio of blue chip clients that include Microsoft, Network Associates,
The Royal Bank of Scotland, T-Mobile, Cap Gemini Ernst & Young and Capita
amongst many others.
Reasons for and benefits of the Offer
It is proposed that Mission Testing will operate within the professional
services division of Capita. Whilst operating as a separate business unit, it
will draw upon and share Capita's support and sales opportunities. The board of
Capita believes that the acquisition of Mission Testing has the following
attractions:
• Mission Testing has developed an excellent business with complementary
operating activities that will fit neatly within Capita's IT services business;
• Capita's established leading position in the outsourcing market will
add further credibility and scale to Mission Testing's business, allowing
Mission Testing to bid for a greater range of more substantial opportunities
than is currently possible;
• The addition of Mission Testing's database of approximately 6,000
software testing and consulting experts will enhance Capita's IT services
business (particularly in the quality assurance and testing segment) and
strengthen Capita's implementation capability for major outsourcing projects;
and
• Many of the major projects secured by Capita have a significant
software testing component. Capita's overall software offering will be
strengthened by having this capability within the company.
Background to and reasons for recommending the Offer
Since Mission Testing's flotation, the market for IT services, including
testing, has materially changed. The Mission Testing Directors believe that IT
budgets are being reduced by many of the Company's clients and potential clients
and some larger, broader based IT service providers have turned their attention
to the testing market in order to utilise the consultants no longer occupied in
their strategic areas of IT consultancy. Although Mission Testing remains in a
strong financial position, in this environment it is difficult and, in the
opinion of the Mission Testing Directors, it will continue to be difficult, for
a standalone specialist IT service provider such as Mission Testing to win
significant new business and to predict its future financial performance with
confidence. Mission Testing has worked successfully with Capita on a number of
projects. The board of Mission Testing believes that, by combining with Capita,
Mission Testing will be far better placed to bid for, and win, significant
software testing and quality assurance projects in the future.
In addition, the Mission Testing Directors believe that, at the current time,
Mission Testing is too small to attract sustained interest from institutional
and other investors. As a result, trading in Mission Testing shares has been,
and is likely to remain, relatively illiquid. This may make it difficult for
Mission Testing Shareholders to realise in the market a value for their Mission
Testing Shares in excess of that represented by the Offer in the foreseeable
future.
Capita has received irrevocable undertakings to accept the Offer from Mission
Testing Shareholders holding 63.7 per cent. of the issued share capital of
Mission Testing, including the company's two founder shareholders who each hold
29.9 per cent. of the issued share capital of Mission Testing. In the event of
the Offer becoming unconditional in all respects and the Mission Testing Shares
being de-listed, Mission Testing Shareholders who do not accept the Offer may
find that they own shares in an unlisted company controlled by Capita.
In view of the above, the Mission Testing Directors have concluded that the cash
amount represented by the Offer is preferable to the uncertainty of achieving a
greater return in the future, including through a higher offer. The Mission
Testing board did not undertake a formal process of seeking alternative
proposals as, on balance, the Mission Testing board did not believe it would be
able to achieve a higher offer without jeopardising the Offer from Capita.
Recommendation
For the reasons set out above, the board of Mission Testing, which has been so
advised by Investec Investment Banking, considers the terms of the Offer to be
fair and reasonable. In providing advice to the board of Mission Testing,
Investec Investment Banking has taken into account the commercial assessment of
the Mission Testing Directors.
The Mission Testing Directors will unanimously recommend all Mission Testing
Shareholders to accept the Offer, as they have undertaken to do in relation to
their own beneficial holdings amounting, in aggregate, to 5,900,934 Mission
Testing Shares, representing approximately 33.8 per cent. of Mission Testing's
current issued share capital.
The Offer will be subject to the conditions and certain further terms set out in
Appendix I to this announcement and to be set out in the Offer Document and the
related Form of Acceptance.
Management and employees
Capita confirms that, following implementation of the Offer, it will procure
that the rights of all Mission Testing employees, including pension rights, will
be fully safeguarded.
Capita intends to offer participation in share schemes and bonus arrangements
designed to retain and incentivise Mission Testing employees within the Enlarged
Capita Group. Further details will be set out in the Offer Document.
Irrevocable undertakings
The Mission Testing Directors have irrevocably undertaken to accept the Offer in
respect of the 5,900,934 Mission Testing Shares held or controlled by them and
to procure that registered holders of Mission Testing Shares to which Mission
Testing Directors and their spouses and family members are beneficially entitled
accept the Offer in respect of such Shares, representing 33.8 per cent. of the
current issued share capital of Mission Testing. These undertakings are binding
in all circumstances, including in the event of a higher competing offer being
made for Mission Testing, unless and until the Offer lapses or is withdrawn.
In addition, Capita has received an irrevocable undertaking to accept, or
procure the acceptance of, the Offer in respect of the Mission Testing Shares
held by Peter Basterfield amounting to, in aggregate, 5,219,894 Mission Testing
Shares, representing 29.9 per cent. of the current issued share capital of
Mission Testing. This undertaking is binding in all circumstances, including in
the event of a higher competing offer being made for Mission Testing, unless and
until the Offer lapses or is withdrawn.
Accordingly, Capita has received irrevocable undertakings to accept the Offer in
respect of a total of 11,120,828 Mission Testing Shares, representing 63.7 per
cent. of Mission Testing's current issued share capital.
Further details of the Offer
The Mission Testing Shares which are subject to the Offer will be acquired by
Capita fully paid and free from all liens, charges, equitable interests,
encumbrances and other interests and together with all rights attached hereto on
or after the date hereof including, without limitation, the right to receive and
retain all dividends and other distributions (if any) declared, made or paid
hereafter, save that Shareholders on the register at close of business on 6
September 2002 will be eligible to receive the second interim dividend of 1.5
pence per Mission Testing Share.
The Offer will extend to any Mission Testing Shares unconditionally issued or
allotted whilst the Offer remains open for acceptance, including any such
Mission Testing Shares allotted or issued pursuant to the exercise of options
under the Mission Testing Share Schemes. Appropriate proposals will be made to
participants in the Mission Testing Share Schemes once the Offer becomes or is
declared unconditional in all respects.
Save as disclosed herein, neither Capita nor any of the Capita Directors, nor,
to the best of Capita's knowledge and belief, any person acting in concert with
Capita, owns or controls any Mission Testing Shares or has any options to
purchase any Mission Testing Shares or has entered into any derivative
referenced to securities of Mission Testing which remain outstanding.
The Offer Document and the Form of Acceptance will be posted to Mission Testing
Shareholders as soon as practicable, which is expected to be by 6 September
2002, and in any event within 28 days of this announcement.
Overseas Shareholders
The availability of the Offer to Mission Testing Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. In particular, as described in Appendix I, the Offer will not be
made directly or indirectly into the United States, Canada, Australia or Japan.
Mission Testing Shareholders who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements. Details about
the treatment of overseas shareholders will be contained in the Offer Document.
General
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Capita or Mission Testing, owns or controls, or become the owner
or controller, directly or indirectly of one per cent. or more of any class of
securities of Capita or Mission Testing is generally required under the
provisions of Rule 8 of the Code to notify the London Stock Exchange and the
Panel of every dealing in such securities during the period from the date of
this announcement until the first closing date of the Offer or, if later, the
date on which the Offer becomes, or is declared, unconditional as to acceptances
or lapses.
Disclosure should be made on an appropriate form before 12 noon (GMT) on the
business day following the date of the dealing transaction. These disclosures
should be made via a Regulatory Information Service with a copy sent (by fax or
e-mail) to the Panel (fax number: +44 20 7256 9386, e-mail:
monitoring@disclosure.org.uk).
The conditions and certain further terms of the Offer are set out in Appendix I
to this announcement.
Appendix II contains the definitions of certain terms used in this announcement.
Press Enquiries
Capita 020 7799 1525
Rod Aldridge
Paul Pindar
Schroder Salomon Smith Barney 020 7986 4000
William Barter
Jim Wight (Corporate Stockbroking)
Mission Testing 01293 457 125
Tony Wells
Investec Investment Banking 020 7597 5970
Derek Rawlings
Schroder Salomon Smith Barney, which is regulated in the UK by the Financial
Services Authority, is acting for Capita and no one else in connection with the
Offer and will not be responsible to any other person for providing the
protections afforded to clients of Schroder Salomon Smith Barney or for
providing advice in relation to the Offer.
Investec Investment Banking, which is regulated in the UK by the Financial
Services Authority, is acting exclusively for Mission Testing and no one else in
relation to the Offer and will not be responsible to anyone other than Mission
Testing for providing the protections afforded to clients of Investec Investment
Banking or for providing advice in relation to the Offer.
The Offer will not be made, directly or indirectly, in or into, or by the use of
the mails or any means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of the United States, Canada,
Australia or Japan. Accordingly, except as required by applicable law, copies
of this announcement are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from the United States, Canada,
Australia or Japan. Persons receiving this announcement (including without
limitation nominees, trustees or custodians) must not forward, distribute or
send it into the United States, Canada, Australia or Japan.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
The Offer will be made by Schroder Salomon Smith Barney on behalf of Capita,
will comply with the Code and will be governed by English law and be subject to
the jurisdiction of the courts of England. The Offer will be made on the terms
and conditions to be set out in the Offer Document.
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 3.00 p.m. on the first closing date of the Offer (or such later
time(s) and/or date(s) as Capita may, subject to the rules of the Code, decide)
in respect of not less than 90 per cent. (or such lesser percentage as Capita
may decide) in nominal value of the Mission Testing Shares to which the Offer
relates, provided that this condition will not be satisfied unless Capita and/or
any of its wholly-owned subsidiaries shall have acquired or agreed to acquire,
whether pursuant to the Offer or otherwise, Mission Testing Shares carrying, in
aggregate, more than 50 per cent. of the voting rights then exercisable at a
general meeting of Mission Testing, including for this purpose to the extent (if
any) required by the Panel, any such voting rights attaching to any Mission
Testing Shares that may be 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, and
for this purpose:
(i) the expression 'Mission Testing Shares to which the Offer
relates' shall be construed in accordance with sections 428-430F of the
Companies Act; and
(ii) shares which have been unconditionally allotted but not issued
shall be deemed to carry the voting rights which they will carry on
being entered into the register of members of Mission Testing;
(b) insofar as the proposed acquisition of Mission Testing by
Capita constitutes a concentration with a Community dimension within the scope
of Council Regulation (EEC) 4064/89 as amended by Council Regulation (EC) 1310/
97 (the 'Merger Regulation') the European Commission indicating in terms
satisfactory to Capita that it does not intend to initiate proceedings under
Article 6(1)(c) of the Merger Regulation or make a referral to a competent
authority in the United Kingdom under Article 9(1) of the Merger Regulation in
respect of the proposed acquisition of Mission Testing by Capita or any matter
arising therefrom;
(c) the Office of Fair Trading indicating, in terms satisfactory
to Capita, that it is not the intention of the Secretary of State for Trade and
Industry to refer the proposed acquisition of Mission Testing by Capita or any
matter arising therefrom to the Competition Commission;
(d) no government or governmental, quasi-governmental,
supranational, statutory, administrative or regulatory body, authority, court,
trade agency, association, institution, environmental body or 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, enquiry or reference, or made, proposed or enacted any statute,
regulation, order or decision or taken any other steps which would adversely
affect the business, assets, prospects or profits of the Mission Testing Group
taken as a whole, and there not continuing to be outstanding any statute,
regulation, order or decision, which would or might:
(i) make the Offer or the acquisition of any Mission
Testing Shares, or control of Mission Testing by Capita void, illegal or
unenforceable or otherwise materially (in the context of the Mission
Testing Group taken as a whole) restrict, restrain, prohibit, delay or
interfere with the implementation thereof, or impose material additional
conditions or obligations with respect thereto, or require material
amendment thereof or otherwise challenge or interfere therewith;
(ii) require or prevent the divestiture by Mission Testing
or any of its subsidiaries or subsidiary undertakings or any associated
undertaking or any company of which 20 per cent. or more of the voting
capital is held by the Mission Testing Group (the 'wider Mission Testing
Group') or by Capita or any of its subsidiaries or subsidiary undertakings
or any associated undertaking or any company of which 20 per cent. or more
of the voting capital is held by the Capita Group (the 'wider Capita
Group') of all or a material portion of their respective businesses,
assets or property or impose any material limitation on the ability of any
of them to conduct their respective businesses or own any of their
material assets or property;
(iii) impose any limitation on or result in a delay in the
ability of any member of the wider Mission Testing Group or the wider
Capita Group to acquire or to hold or to exercise effectively any rights
of ownership of shares or loans or securities convertible into shares in
any member of the wider Mission Testing Group or of the wider Capita Group
held or owned by it or to exercise management control over any member of
the wider Mission Testing Group or of the wider Capita Group to an extent
which is material in the context of the Mission Testing Group taken as a
whole or, as the case may be, the Capita Group taken as a whole;
(iv) require any member of the wider Capita Group or the
wider Mission Testing Group to acquire or offer to acquire any shares or
other securities in any member of the wider Mission Testing Group where
such acquisition would be material in the context of the Mission Testing
Group taken as a whole; or
(v) otherwise materially and adversely affect the assets,
business, profits or prospects of any member of the wider Capita Group or
of any member of the wider Mission Testing Group;
and all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute, implement or threaten any such
action, proceeding, suit, investigation, enquiry or reference having expired,
lapsed or been terminated;
(e) all necessary filings having been made, all applicable
waiting periods (including any extensions thereof) under any applicable
legislation or regulations of any jurisdiction having expired, lapsed or been
terminated, in each case in respect of the Offer and the acquisition of any
Mission Testing Shares, or of control of Mission Testing, by Capita, and all
authorisations, orders, recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals ('Authorisations') necessary or
appropriate in any jurisdiction for, or in respect of, the Offer and the
proposed acquisition of any Mission Testing Shares, or of control of Mission
Testing, by Capita and to carry on the business of any member of the wider
Capita Group or of the wider Mission Testing Group having been obtained, in
terms and in a form reasonably satisfactory to Capita, from all appropriate
Relevant Authorities and from any persons or bodies with whom any member of the
wider Capita Group or the wider Mission Testing Group has entered into
contractual arrangements and all such Authorisations remaining in full force and
effect at the time at which the Offer becomes, or is declared unconditional in
all respects and Capita having no knowledge of an intention or proposal to
revoke, suspend or modify or not to renew any of the same and all necessary
statutory or regulatory obligations in any jurisdiction having been complied
with;
(f) save as fairly disclosed to Capita prior to 29 August 2002,
there being no provision of any arrangement, agreement, licence, permit or
other instrument to which any member of the wider Mission Testing Group is
a party or by or to which any such member or any of their assets is or may
be bound, entitled or be subject to and which, in consequence of the Offer
or the acquisition of any Mission Testing Shares, or control of Mission
Testing, by Capita or otherwise, would or might, to an extent which is
material in the context of the Mission Testing Group taken as a whole,
result in:
(i) any monies borrowed by, or other indebtedness actual or
contingent of, any such member of the wider Mission Testing Group being or
becoming repayable or being capable of being declared immediately
repayable or prior to its or their stated maturity or the ability of any
such member to borrow monies or incur any material indebtedness being
inhibited;
(ii) the creation 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 such security (whenever arising or having arisen) being
enforced or becoming enforceable;
(iii) any such arrangement, agreement, licence or instrument
being terminated or adversely modified or any action being taken of a
material adverse nature or any material obligation arising thereunder;
(iv) any assets of any such member being disposed of or charged,
or right arising under which any such asset could be required to be
disposed of or charged, other than in the ordinary course of business;
(v) the interest or business of any such member of the wider
Mission Testing Group in or with any firm or body or person, or any
agreements or arrangements relating to such interest or business, being
terminated or adversely modified or materially affected;
(vi) any such member ceasing to be able to carry on business under
any name under which it presently does so;
(vii) the creation of material liabilities (actual or contingent)
by any such member; or
(viii) the financial or trading position of any such member being
prejudiced or adversely affected,
and no event having occurred which, under any provision of any arrangement,
agreement, licence or other instrument to which any member of the wider Mission
Testing Group is a party, or to which any such member or any of its assets may
be bound, entitled or subject, could result in any of the events or
circumstances as are referred to in paragraphs (i) to (viii) of this condition
(f);
(g) except as publicly announced by Mission Testing prior to the date
hereof or as otherwise fairly disclosed to Capita prior to 29 August 2002, no
member of the wider Mission Testing Group having, since 30 June 2002:
(i) issued, agreed to issue or proposed the issue of additional
shares or securities of any class, or securities convertible into, or
exchangeable for or rights, warrants or options to subscribe for or
acquire, any such shares, securities or convertible securities (save as
between Mission Testing and wholly-owned subsidiaries of Mission Testing
and save for options granted, and for any Mission Testing Shares allotted
upon exercise of options granted under the Mission Testing Share Schemes)
before the date hereof, or redeemed, purchased or reduced any part of its
share capital;
(ii) save for the second interim dividend of 1.5 pence in respect of
the financial year ended 30 June 2002, recommended, declared, paid or made
or proposed to recommend, declare, pay or make any bonus, dividend or
other distribution other than to Mission Testing or a wholly-owned
subsidiary of Mission Testing;
(iii) agreed, authorised, proposed or announced its intention to
propose any merger or demerger or acquisition or disposal of assets or
shares which are material in the context of the Mission Testing Group
taken as a whole (other than in the ordinary course of trading) or to any
material change in its share or loan capital;
(iv) issued, authorised or proposed the issue of any debentures or
incurred any indebtedness or contingent liability which is material in the
context of the Mission Testing Group taken as a whole;
(v) acquired or disposed of or transferred, mortgaged or encumbered
any asset or any right, title or interest in any asset (other than in the
ordinary course of trading) in a manner which is material in the context
of the Mission Testing Group taken as a whole;
(vi) entered into or varied or announced its intention to enter into or
vary any contract, arrangement or commitment (whether in respect of
capital expenditure or otherwise) which is of a long-term or unusual
nature or involves or could involve an obligation of a nature or
magnitude, and in either case which is material in the context of the
Mission Testing Group taken as a whole;
(vii) entered into or proposed or announced its intention to enter into
any reconstruction, amalgamation, transaction or arrangement (otherwise
than in the ordinary course of business) which is material in the context
of the Mission Testing Group taken as a whole;
(viii) taken or proposed any corporate action or had any bona fide legal
proceedings instigated 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 (or any analogous proceedings or
appointment in any overseas jurisdiction);
(ix) been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying
on all or a substantial part of its business;
(x) entered into or varied or made any offer to enter into or vary the
terms of any service agreement or arrangement with any of the directors of
Mission Testing;
(xi) waived, compromised or settled any claim which is material in the
context of the wider Mission Testing Group; or
(xii) entered into any agreement, arrangement or commitment or passed
any resolution with respect to any of the transactions or events referred
to in this paragraph (g);
(h) since 30 June 2002, except as publicly announced by Mission
Testing prior to the date hereof or otherwise fairly disclosed to Capita prior
to 29 August 2002;
(i) there having been no adverse change in the business, assets,
financial or trading position or profits or prospects of any member of the
wider Mission Testing Group which in any such case is material in the
context of the Mission Testing Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other bona
fide legal proceedings having been instituted, announced or threatened by
or against or remaining outstanding against any member of the wider
Mission Testing Group and no enquiry or investigation by or complaint or
reference to any Relevant Authority against or in respect of any member of
the wider Mission Testing Group having been threatened, announced or
instituted or remaining outstanding which in any such case could have a
material adverse effect on the Mission Testing Group taken as a whole; and
(i) Capita not having discovered that:
(i) the financial, business or other information concerning the wider
Mission Testing Group as contained in the information publicly announced
or disclosed at any time by or on behalf of any member of the wider
Mission Testing Group either contains a material misrepresentation of fact
or omits to state a fact necessary to make the information contained
therein not materially misleading; or
(ii) any member of the wider Mission Testing Group is subject to any
liability, contingent or otherwise, which is not disclosed in the
preliminary results announced by Mission Testing for the financial year
ended 30 June 2002 and which is material in the context of the Mission
Testing Group taken as a whole; and
(j) Capita not having discovered that, save as publicly announced or
otherwise fairly disclosed to Capita prior to 29 August 2002:
(i) any past or present member of the wider Mission Testing Group has
not complied with all applicable legislation or regulations of any
jurisdiction or any notice or requirement of any Relevant Authority 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 harm human health which non-compliance would be likely to
give rise to any liability (whether actual or contingent) on the part of
Mission Testing in the context of the Mission Testing Group taken as a
whole;
(ii) there has been a disposal, spillage, emission, discharge or leak of
waste or hazardous substance or any substance likely to impair the
environment or harm human health on, or from, any land or other asset now
or previously owned, occupied or made use of by any past or present member
of the wider Mission Testing Group, or which any such member may now or
previously have had an interest, would be likely to give rise to any
liability (whether actual or contingent) on the part of Mission Testing in
the context of the Mission Testing Group taken as a whole;
(iii) there is or is likely to be any obligation or liability (whether
actual or contingent) on the part of Mission Testing in the context of the
Mission Testing Group as a whole, 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 Mission Testing Group or in which any
such member may now or previously have had an interest under any
environmental legislation or regulation or notice, circular or order of
any Relevant Authority in any jurisdiction; or
(iv) circumstances exist whereby a person or class of persons would be
likely to have any claim or claims in respect of any 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 Mission
Testing Group which claim or claims would be likely to affect adversely
the Mission Testing Group taken as a whole.
Capita reserves the right to waive, in whole or in part, all or any of
conditions (b) to (j) inclusive. Capita also reserves the right, subject to the
consent of the Panel, to extend the time allowed under the Code for satisfaction
of condition (a) until such time as conditions (b) to (j) inclusive have been
satisfied, fulfilled or, to the extent permitted, waived. If Capita is required
by the Panel to make an offer for Mission Testing Shares under the provisions of
Rule 9 of the Code, Capita may make such alterations to the above conditions,
including condition (a) above, as are necessary to comply with the provisions of
that Rule.
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 Capita in its reasonable opinion to be or to remain satisfied
by no later than 21 days after the later of the first closing date of the Offer
and the date on which the Offer becomes or is declared unconditional as to
acceptances, or by such later date as the Capita may, with the consent of the
Panel, decide. Capita shall be under no obligation to waive or treat as
satisfied any of conditions (b) to (j) 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 or satisfied and that there are at such earlier date no circumstances
indicating that any of such conditions may not be capable of fulfilment or
satisfaction.
The Offer will lapse if (i) it is referred to the Competition Commission; or
(ii) the European Commission either initiates proceedings under Article 6(1)(c)
of Council Regulation (EEC) 4064/89 as amended by Council Regulation (EC) 1310/
97 or makes a referral to a competent authority of the United Kingdom under
Article 9(1) thereof and it is subsequently referred to the Competition
Commission, in either case before 3.00 p.m. 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 so lapses the Offer will
cease to be capable of further acceptance and accepting Mission Testing
Shareholders and Capita will cease to be bound by acceptances received before
the time when the Offer lapses.
2. FURTHER TERMS OF THE OFFER
(a) The Offer will extend to all Mission Testing Shares
unconditionally allotted or issued on the date on which the Offer is made and
any further Mission Testing Shares unconditionally allotted or issued while the
Offer remains open for acceptance (or such earlier date or dates as Capita may
decide).
(b) The Mission Testing Shares are to be acquired by Capita fully paid
and free from all liens, charges and encumbrances, rights of pre-emption and any
other third party rights of any nature whatsoever and together with all rights
attaching thereto, including the right to all dividends or other distributions
declared, paid or made after the date hereof other than Mission Testing's second
interim dividend of 1.5 pence (net) per Mission Testing Share payable in respect
of the year ended 30 June 2002.
(c) The Offer will not be made, directly or indirectly, in or into, or by
the use of the mails or any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, the United States,
Canada, Australia or Japan and the Offer should not be accepted by any such use,
means, instrumentality or facility or from within the United States, Canada,
Australia or Japan. Accordingly, this announcement and any related offer
documents are not being and may not be mailed or otherwise forwarded,
distributed or sent in, into or from the United States, Canada, Australia or
Japan and persons receiving such documents (including custodians, nominees and
trustees) must not distribute or send them in, into, or from the United States,
Canada, Australia or Japan.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this document unless the context
requires otherwise:
'AIM' The Alternative Investment Market of the London Stock Exchange
'Australia' the Commonwealth of Australia, its states, territories and
possessions
'Capita' The Capita Group Plc
'Capita Directors' The directors of Capita at the date of this document
'Capita Group' Capita and its subsidiaries and subsidiary undertakings
'Canada' Canada, its provinces and territories and all areas subject to its
jurisdiction and any political sub-division thereof
'Code' the City Code on Takeovers and Mergers
'Companies Act' the Companies Act 1985 (as amended)
'Daily Official List' the daily official list of the London Stock Exchange
'Enlarged Capita Group' the Capita Group and the Mission Testing Group following the Offer
becoming unconditional in all respects
'Form of Acceptance' the form of acceptance and authority accompanying the Offer
Document
'Investec Investment Banking' Investec Investment Banking and Securities, a division of Investec
Bank (UK) Limited
'London Stock Exchange' London Stock Exchange Plc
'Mission Testing' Mission Testing plc
'Mission Testing Directors' the directors of Mission Testing at the date of this document
'Mission Testing Group' Mission Testing and its subsidiaries and subsidiary undertakings
'Mission Testing
Shareholders' or 'Shareholders' holders of Mission Testing Shares
'Mission Testing Shares' the existing unconditionally allotted or issued and fully paid
ordinary shares of 10 pence each in the capital of Mission Testing
and any further such shares which are unconditionally allotted or
issued and fully paid before the date on which the Offer closes,
including any such shares so unconditionally allotted or issued
pursuant to the exercise of options granted under the Mission
Testing Share Schemes
'Mission Testing Share Schemes' the Mission Testing Executive Share Option Plan, the Mission
Testing Approved Share Option Plan, the Mission Testing Enterprise
Management Incentive Plan and the Mission Testing Employee Share
Option Trust
'Offer' the recommended cash offer to be made by Schroder Salomon Smith
Barney on behalf of Capita to acquire all of the Mission Testing
Shares on the terms and subject to the conditions to be set out in
the Offer Document and the Form of Acceptance, and including,
where the context so requires, any subsequent revision, variation,
extension or renewal of such offer
'Offer Document' the document to be posted to Mission Testing Shareholders on
behalf of Capita containing the terms and conditions of the Offer
'Panel' the Panel on Takeovers and Mergers
'Regulatory Information Service' an information dissemination service approved by the UK Listing
Authority for the purposes of the Listing Rules for the
dissemination of regulatory information, such approved services
being set out in Schedule 12 of the Listing Rules
'Schroder Salomon Smith Barney' Salomon Brothers International Limited, trading as Schroder
Salomon Smith Barney. ''Schroder'' is a trademark of Schroder
Holdings plc and is used under licence by Salomon Brothers
International Limited
'subsidiary', 'subsidiary have the meanings given to them in the Companies Act
undertaking' and 'associated
undertaking'
'UK' or 'United Kingdom' the United Kingdom of Great Britain and Northern Ireland
'UK Listing Authority' the Financial Services Authority as the competent authority for
listing in the United Kingdom under Part VI of the Financial
Services and Markets Act 2000
'United States' the United States of America, its territories and possessions, any
state of the United States of America, the District of Columbia,
and all other areas subject to its jurisdiction
This information is provided by RNS
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