Acquisition by TMP Worldwide & Results - Part 1
HW Group PLC
25 November 1999
Not for release, distribution or publication in or into Canada, Australia or
Japan.
24 November 1999
PART l
SUMMARY
Recommended acquisition of HW Group PLC by TMP Worldwide Inc.
and
Announcement of HW's unaudited interim results for the six months ended
30 September 1999
- The boards of TMP Worldwide Inc. and HW Group PLC announce the terms of the
recommended acquisition of HW by TMP, to be effected by means of a scheme of
arrangement under section 425 of the Companies Act. The Acquisition is
conditional, inter alia, on it being treated as a 'pooling of interests' for
US GAAP.
- Under the Scheme, holders of HW Shares will be offered new TMP Shares to the
value of 130p for each HW Share held. The number of new TMP Shares to be
issued for each HW Share will be derived from the average closing price of a
TMP Share for the twenty NASDAQ trading days prior to the Final Court Hearing.
The average closing price will be subject to a minimum of $58 per new TMP
Share. The new TMP Shares will be listed on NASDAQ.
- The Acquisition values the entire issued and to be issued share capital of
HW at approximately £35.8 million. The Acquisition Price of 130p for each HW
Share represents a premium of approximately 65.6 per cent. over the middle
market closing price of 78.5p per HW Share (as published in the Daily Official
List) on 6 September 1999, the last business day before the announcement by HW
that it had received approaches which may or may not lead to an offer being
made for HW.
- TMP is one of the world's largest recruitment advertising agencies and one
of the United States' largest search and selection agencies. 'monster.com',
the flagship product of TMP's Internet business, is a leading global on-line
recruitment network and has recently expanded into the United Kingdom with the
launch of 'monster.co.uk'. In addition, TMP is the largest yellow pages
advertising agency in the United States.
- Credit Lyonnais Securities is acting as financial adviser to HW Group and
Beeson Gregory is acting as financial adviser to TMP.
- HW also announces its unaudited interim results for the six months ended 30
September 1999 which show a profit before taxation of £1.4 million, compared
to £1.9 million for the same period last year. Further details of the interim
results are set out in Part 2 of this announcement.
Commenting on today's announcement, Andrew McKelvey, Chairman of TMP Worldwide
Inc., said:
'I am happy to welcome HW Group and all its employees into the TMP Group.
Through HW Group we can expand 'monster.co.uk' in the United Kingdom and
continue the worldwide development of our recruitment businesses.'
Richard Mead, Chairman of HW Group PLC, said:
'We believe that by joining with TMP we are offering our shareholders the
opportunity to roll over their investments in HW into one of the world's
leading recruitment businesses. We are impressed by TMP's business and we
see HW Group as a good fit with TMP, both by geography and by activity.'
Andrew Banks, Chief Executive Officer of TMP's worldwide executive resourcing
business, said:
'We see HW Group as an integral part of our European and global resourcing
business. Its strength in financial and other specialist areas of recruitment,
together with its expertise in executive contracting, will complement our
existing operations, providing synergies and an infrastructure for growth.'
Graham Palfery-Smith, Chief Executive of HW Group PLC, said:
'We believe that this deal represents an exciting opportunity for our
shareholders, our customers and our staff. By joining with TMP we will help
establish 'monster.com' as the European leader in Internet based resourcing
solutions, a position TMP already holds in the United States. We see TMP as a
company that has a clear strategy focused upon the Internet and we look
forward to being a part of this strategy.'
This summary should be read in conjunction with the full text of the following
announcement.
Press enquiries:
HW Group PLC Richard Mead/Graham 0207 240 2101
Palfery-Smith
Credit Lyonnais Nicholas Naylor 0207 588 4000
Securities
Buchanan Richard Oldworth/Andy Yeo 0207 466 5000
Communications
TMP Worldwide Inc. Andrew Banks 00 1 917 561 0345
Beeson Gregory Chris Callaway 0207 488 4040
This announcement contains forward-looking statements including, with respect
to the completion of the Acquisition, the integration of services and
opportunities relating to the Acquisition. As such statements apply to future
events, they are subject to risks and uncertainties which may cause the actual
results to differ materially, including, without limitation, the risk that the
Acquisition will not be completed, integration risks related to the
Acquisition and the risk that the anticipated benefits of the Acquisition will
not be realised.
The directors of HW accept responsibility for the information contained in
this announcement, other than the information relating to the TMP Group, the
directors of TMP and members of their immediate families and related trusts.
To the best of the knowledge and belief of the directors of HW (who have taken
all reasonable care to ensure that such is the case), the information
contained in this announcement, for which they take responsibility, is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
The directors of TMP accept responsibility for the information contained in
this announcement, other than the information relating to the HW Group, the
directors of HW and members of their immediate families and related trusts.
To the best of the knowledge and belief of the directors of TMP (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement, for which they take responsibility, is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
This announcement (except for the unaudited interim results of HW for the six
months ended 30 September 1999) has been approved by Credit Lyonnais
Securities and Beeson Gregory solely for the purposes of section 57 of the
Financial Services Act 1986.
Credit Lyonnais Securities, which is regulated by The Securities and Futures
Authority Limited, is acting for HW and no-one else in connection with the
Acquisition and will not be responsible to anyone other than HW for providing
the protections afforded to customers of Credit Lyonnais Securities, nor for
providing advice in relation to the Acquisition.
Beeson Gregory, which is regulated by The Securities and Futures Authority
Limited, is acting for TMP and no-one else in connection with the Acquisition
and will not be responsible to anyone other than TMP for providing the
protections afforded to customers of Beeson Gregory, nor for providing advice
in relation to the Acquisition.
This announcement does not constitute an offer or an invitation to purchase
any securities.
Copies of this announcement are not being, and must not be, mailed or
otherwise distributed or sent in or into Canada, Australia or Japan and
persons receiving this announcement (including custodians, nominees and
trustees) must not distribute or send it into or from Canada, Australia or
Japan.
Not for release, distribution or publication in or into Canada, Australia or
Japan.
24 November 1999
PART 1
Recommended acquisition of HW Group PLC by TMP Worldwide Inc.
and
Announcement of HW Group's unaudited interim results for the six months ended
30 September 1999
1. Introduction
The boards of TMP and HW announce that they have reached agreement on the
terms of the recommended acquisition of HW by TMP, to be effected by means of
a scheme of arrangement. As consideration HW Shareholders will receive new
TMP Shares, which will be listed on NASDAQ.
The Acquisition values the entire issued and to be issued share capital of HW
at approximately £35.8 million (assuming exercise of all outstanding options
over HW Shares). The Acquisition Price represents a premium of approximately
65.6 per cent. over the middle market closing price of 78.5p per HW Share (as
published in the Daily Official List) on 6 September 1999, the last business
day before the commencement of the Offer Period and a premium of approximately
6.1 per cent. over the middle market closing price of 122.5p per HW Share (as
published in the Daily Official List) on 23 November 1999, the last business
day prior to this announcement.
The HW Board, which has been so advised by Credit Lyonnais Securities,
considers the terms of the Acquisition to be fair and reasonable. In
providing its advice to the HW Board, Credit Lyonnais Securities has taken
into account the commercial assessments of the directors of HW.
The directors of HW will be unanimously recommending HW Shareholders to vote
in favour of the Scheme at the Meetings to be convened to approve the Scheme,
as they intend to do in respect of all of their beneficial holdings of HW
Shares, representing, in aggregate, approximately 20.9 per cent. of the issued
HW Shares.
The directors of HW and certain other HW Shareholders have confirmed their
intention to vote in favour of the Scheme at the Meetings to approve the
Scheme, in respect of their registered holdings of HW Shares, currently
representing in aggregate 12,323,573 HW Shares (being approximately 46.3 per
cent. of the HW Shares currently in issue).
HW today also announces its unaudited interim results for the six months ended
30 September 1999, further details of which are set out in Part 2 of this
announcement.
2. Terms of the Acquisition
Under the Scheme, TMP will issue new TMP Shares to HW Shareholders on the
register on the Record Date, on the following basis:
for each HW Share 130p in new TMP Shares
The number of new TMP Shares to be issued for each HW Share will be based on
the average closing price of a TMP Share (as published in the NASDAQ Stock
Market section contained in the Financial Times (UK edition)) for the twenty
NASDAQ trading days prior to the Final Court Hearing and will be subject to a
minimum average price of $58 per new TMP Share. The average closing price of
a TMP Share will be converted into sterling at the closing mid market
sterling/US dollar spot price, as published in the Financial Times (UK
edition), on the day prior to the Final Court Hearing. The financial effects
of the Acquisition on HW Shareholders are set out in Appendix I to this
announcement.
No fractions of TMP Shares will be issued to HW Shareholders, who will instead
receive cash (without interest and payable in sterling) from TMP in respect of
their fractional entitlements as if such fractional entitlements had been sold
at the closing price of a TMP Share (as published in the NASDAQ Stock Market
section contained in the Financial Times (UK edition)) on the NASDAQ trading
day immediately following the Effective Date and converted into sterling at
the closing mid market sterling/US dollar spot price (as published in the
Financial Times (UK edition)) prevailing on that date, except that amounts of
less than £3.00 will not be paid but will be aggregated and retained for the
benefit of the Combined Group.
HW has the right to withdraw from the Scheme if either:
(i) the closing price of a TMP Share (as published in the NASDAQ Stock Market
section contained in the Financial Times (UK edition)) falls below $50 for
each of the three NASDAQ trading days before the Final Court Hearing; or
(ii) the closing price of a TMP Share (as published in the NASDAQ Stock Market
section contained in the Financial Times (UK edition)) falls below $50 for
five consecutive NASDAQ trading days between the date of this announcement and
the Final Court Hearing.
In such an event, the termination fee referred to in paragraph 9 below will
not be payable by HW Group.
3. Reasons for the Acquisition
Following the announcement made by HW on 7 September 1999 to the effect that
it had received approaches that may or may not lead to an offer being made for
HW, the HW Board has been in discussions with several parties who have
expressed an interest in acquiring HW. As a consequence of these discussions
certain of these parties made indicative proposals to the Board of HW. After
careful consideration, and based upon all of the information available at the
time of this announcement, the HW Board has concluded that TMP's proposal
offers HW Shareholders the greatest certainty and the best opportunity to
realise their investments in HW, and is accordingly in the best interests of
all HW Shareholders.
The Acquisition will continue the expansion of TMP's search and selection
business and will help TMP consolidate its position as one of the world's
leading recruitment consultancies. The directors of TMP and HW believe that
the Acquisition represents an opportunity for both companies and will:
- allow TMP to continue to build its position in Europe's traditional and on-
line recruitment markets through HW Group's presence in the United Kingdom's
professional recruitment markets;
- give TMP the platform from which it can expand its European operations;
- enable TMP, in one step, to add to the scale of the operation of
'monster.co.uk' - the United Kingdom operation of TMP's US leading on-line
recruitment network, 'monster.com'; and
- assist both TMP and HW Group in enhancing the recruitment services offered
to multi-national corporations and an international work force.
In addition, the directors of HW believe that the Acquisition will provide the
following benefits:
- give HW Group access to the financial resources to strengthen its businesses
within the United Kingdom and to expand these businesses into Europe;
- provide significant opportunities for HW Group to capitalise on the well
established market for young qualified accountants, lawyers and information
technology personnel moving annually between the United Kingdom, Australia and
New Zealand;
- enable HW Group to provide comprehensive on-line recruitment services in the
United Kingdom through the 'monster.com' network;
- bring the benefits of being part of a global organisation to HW Group's
employees and clients; and
- enable HW Shareholders to participate in the prospects for the Combined
Group through holding TMP Shares.
4. Information on TMP
TMP was founded in 1967 and currently has more than 6,300 employees in 25
countries. TMP is the United States' on-line recruitment leader, one of the
world's largest recruitment advertising agencies and one of the United
States' largest search and selection agencies. It is headquartered in New
York and is the United States' largest yellow pages advertising agency.
'monster.com', the flagship product of TMP's interactive business, is a
leading global on-line recruitment network. The 'monster.com' network
currently consists of websites in the United States, Canada, the United
Kingdom, the Netherlands, Australia, Belgium, France, Singapore and New
Zealand. In September of this year, 'monster.com' received approximately 9.6
million visits according to Nielsen/I-PRO. Over 2 million individuals have
posted their resumes on the 'monster.com' resume database and job seeker
membership exceeds 4 million people world-wide. According to independent
research released by Media Metrix 4.1 per cent. of the 63.0 million US
Internet users visited the 'monster.com' website during the month of September
1999. Each visitor spent an average of 26.1 minutes on 'monster.com'.
TMP has recently expanded its search and selection activities. TMP's major
brands include TASA, TMP Worldwide Search and Highland in the US, Morgan &
Banks in the Asia-Pacific region and several recruitment brands in the
United Kingdom including TMP MSL, TMP Reynell Legal, TMP MDK and TMP TMN.
TMP Shares are traded on NASDAQ (NASDAQ: TMPW) and, based on a closing TMP
Share price of $91.5 on 23 November 1999 (as published in the NASDAQ Stock
Market section contained in the Financial Times (UK edition) on 24 November
1999), TMP had a market capitalisation of approximately $3,700 million (£2,275
million).
For the year ended 31 December 1998, based on the Current Report on Form 8K
filed with the SEC on 30 September 1999, TMP reported operating income $65.9
million (1997: $58.7 million) before merger, integration and restructuring
costs on commissions and fees of $637.5 million (1997: $518.5 million). As at
31 December 1998, based on the Current Report on Form 8K filed with the SEC on
30 September 1999, TMP had net assets of $224.9 million (1997: $161.2
million). The Internet division generated approximately 7.9 per cent. of TMP's
net commissions and fees for the year ended 31 December 1998 compared to the
Recruitment Advertising and Yellow Pages Advertising divisions which generated
approximately 27.9 per cent. and 16.7 per cent., respectively. Search and
Selection and Temporary Contracting were responsible for 40.1 per cent. and
7.4 per cent. of TMP's commissions and fees for the same period, respectively.
For the nine months ended 30 September 1999, based on the Quarterly Report on
Form 10Q filed with the SEC on 15 November 1999, TMP reported operating income
of $49.5 million (1998: $56.6 million) before merger, integration and
restructuring costs on commissions and fees of $539.5 million (1998: $479.9
million). As at 30 September 1999, based on the Quarterly Report on Form 10Q
filed with the SEC on 15 November 1999, TMP had net assets of $258.3 million.
The Internet division generated approximately 15.4 per cent. of TMP's net
commissions and fees for the nine months ended 30 September 1999 compared to
the Recruitment Advertising and Yellow Pages Advertising divisions which
generated approximately 25.0 per cent. and 14.7 per cent., respectively.
Search and Selection and Temporary Contracting were responsible for 36.6 per
cent. and 8.3 per cent. of TMP's commissions and fees for the same period,
respectively.
5. Information on HW Group
HW Group is a specialist professional recruitment consultancy group with well
established branding in the financial and legal markets and a presence in
executive, information technology and international recruitment disciplines.
Established in 1959, HW Group places both permanent and contract professional
staff across a broad range of sectors and clients. HW Group's recruitment
brands comprise HW Harrison Willis Financial (financial and accountancy
recruitment), HW Daniels Bates Legal (legal recruitment), HW Technology
Recruitment (information technology recruitment), HW Executive Recruitment
(commercial and technical recruitment) and HW International Search & Selection
(international recruitment). HW Group floated on the London Stock Exchange in
June 1998.
HW Group currently has 355 employees operating from 17 offices throughout the
United Kingdom and Ireland. In addition, HW Group has recently commenced
operations in Australia.
For the year ended 31 March 1999, HW Group reported profit on ordinary
activities before taxation of £4.0 million (1998: £2.8 million) on net fee
income of £28.3 million (1998: £23.0 million). In this period, permanent
placements accounted for 65.2 per cent. of net fee income and contract
placements accounted for 34.8 per cent. of net fee income. Finance and
accounting represented 70.6 per cent. of net fee income, legal represented 9.6
per cent., information technology represented 4.0 per cent. and other
recruitment disciplines represented 15.8 per cent. of net fee income. As at
31 March 1999, HW Group had net assets of £6.1 million.
In a statement issued at the HW's annual general meeting on 3 September 1999,
the Chairman of HW warned that continuing caution had dominated the permanent
recruitment market and that HW Group's overall operating profits for the first
five months of the current year had been disappointing. The directors of HW
believe that, whilst the permanent recruitment market has still not returned
to the levels of activity experienced in the first three quarters of 1998, it
has stabilised and HW Group has been actively recruiting additional
consultants in the expectation of further recovery. The additional overheads
will have an adverse effect on the immediate results of HW Group but as the
new consultants become productive, HW Group is confident that net fee income
will benefit considerably. HW Group's contract staff business has continued
to perform slightly ahead of the directors of HW's expectations.
HW has today announced its unaudited interim results for the six months ended
30 September 1999. These results show a profit before taxation of £1.4
million (1998: £1.9 million) on net fee income of £13.8 million (1998: £14.5
million). In this period, permanent placements accounted for 59.5 per cent.
of net fee income and contract placements accounted for 40.5 per cent. of net
fee income. Finance and accounting represented 69.5 per cent. of net fee
income, legal represented 11.0 per cent., information technology represented
5.7 per cent. and other recruitment disciplines represented 13.8 per cent. of
net fee income. As at 30 September 1999, HW Group had net assets of £6.7
million. The HW Board has today declared an interim dividend of 1.0p per HW
Share (1998: 1.0p). This interim dividend will be paid on 9 February 2000 to
HW Shareholders on the register of members on 6 January 2000. The full text
of HW's interim results is set out in Part 2 of this announcement.
6. Management and employees
TMP attaches great importance to the skills and experience of the existing
management and employees of HW Group and believes that they will benefit from
greater opportunities within the Combined Group. TMP has given assurances to
the HW Board that the existing rights of employees of the HW Group will be
fully safeguarded.
Following the Acquisition, TMP will establish, consistent with similar TMP
incentive plans, an incentive and retention plan for the benefit of certain
key HW Group employees.
7. HW Share Option Schemes
Prior to, or at the same time as, the publication of the Scheme Circular an
explanatory letter will be sent to holders of options under the HW Share
Option Schemes explaining their entitlement to exercise their options. In
accordance with the terms of the HW Share Option Schemes, all options granted
under such Share Option Schemes which are not already exerciseable will become
exerciseable for a period of six months after the date of the Final Court
Order, expected to be in February 2000, and will then lapse.
As the Scheme will apply only to HW Shares in issue at the Record Date, it is
proposed to amend the articles of association of HW at the Extraordinary
General Meeting to provide that, if the Scheme becomes effective, any HW
Shares issued after the Record Date will automatically (and immediately
following issue) be transferred to TMP in exchange for new TMP Shares on the
same basis as under the Scheme. Consequently, participants in the HW Share
Option Schemes who exercise any options after the Scheme has become effective
will receive TMP Shares in the same ratio as under the Scheme.
Prior to, or at the same time as, the publication of the Scheme Circular, the
consent of the requisite majority of optionholders under each of the HW Share
Option Schemes (other than the HW Group PLC Employee Savings-Related Share
Option Scheme) will be sought to the proposed amendments to be made to the
rules of each such Share Option Scheme at the Extraordinary General Meeting to
permit options granted under each of such Share Option Schemes to be
exercisable in respect of TMP Shares as opposed to HW Shares immediately
following the Scheme becoming effective (or other arrangements reasonably
satisfactory to TMP being put in place in respect of all such optionholders).
8. Further terms and conditions of the Acquisition
The Scheme will be conditional, inter alia, on the consent of HW Shareholders
and the approval of the Court. It is currently expected that the Meetings
will be held in January 2000 and that the Scheme will become effective in
February 2000.
The new TMP Shares to be issued as consideration under the Scheme will be
issued fully paid and non-assessable, free from all liens, equities, charges,
encumbrances, rights of pre-emption and other third party interests (except to
the extent imposed by applicable law) and together with all rights attaching
thereto at the time such shares are issued including the right to receive and
retain all dividends or other distributions payable to shareholders of record
on or after the Effective Date.
HW Shareholders will be entitled to receive and retain the HW interim dividend
for the six months ended 30 September 1999, declared today, of 1.0p per HW
Share.
The conditions and certain further terms of the Acquisition are set out in
Appendix II to this announcement.
9. Structure of the Transaction
The Acquisition will be effected by means of a scheme of arrangement between
HW and its shareholders under section 425 of the Companies Act. This
procedure involves an application by HW to the Court to sanction the Scheme
and confirm the cancellation of all of the Scheme Shares, in consideration for
which HW Shareholders will receive new TMP Shares on the basis set out above.
Before the Final Court Order can be sought, the Scheme will require approval
by HW Shareholders at a Court-convened meeting and approval by HW Shareholders
of a special resolution to be proposed at the Extraordinary General Meeting.
Once the necessary approvals from HW Shareholders have been obtained and the
other conditions have been satisfied or (where applicable) waived, the Scheme
will become effective upon sanction by the Court and registration of the Final
Court Order by the Registrar of Companies in England and Wales. This is
expected to occur in February 2000.
The Court Meeting will be convened by order of the Court for the purpose of
considering and, if thought fit, approving the Scheme (with or without
modification). The Scheme will be approved at the Court Meeting if a majority
in number representing not less than three-fourths in value of the holders of
HW Shares present and voting, either in person or by proxy, votes in favour of
the Scheme.
The Extraordinary General Meeting of HW Shareholders will be convened for the
purpose of considering and, if thought fit, passing a special resolution to
approve the reduction in HW's share capital and amendments to the articles of
association of HW necessary to implement the Scheme and amendments to the HW
Share Option Schemes.
TMP and HW have entered into the Transaction Agreement regarding the
implementation of the Acquisition and the Scheme. Each party has undertaken
to use reasonable endeavours to achieve satisfaction of the conditions for
completion of the Acquisition. In particular, both parties have given
undertakings in relation to the requirement that the Acquisition qualifies for
a 'pooling of interests' accounting treatment under US GAAP. The Transaction
Agreement can be terminated by either party in certain circumstances including
by HW in the circumstances set out in paragraph 2 above.
In addition, under the Transaction Agreement, HW has agreed to pay TMP, to the
extent permitted by law, a fee equal to one per cent. of the value of the
Acquisition (calculated using the Acquisition Price) if the Acquisition does
not proceed for the following reasons:
i) the directors of HW withdraw their recommendation of the Scheme or modify
the Scheme in any adverse way to TMP (other than in the circumstances set out
in paragraph 2 above); or
ii) an alternative offer for HW (other than the Scheme), which has been
announced prior to 28 February 2000, is then completed.
TMP has agreed that if the Scheme does not proceed due to the failure of the
condition in paragraph 4 of Appendix II (trading on NASDAQ) or (other than due
to an act of an existing HW Affiliate) in paragraph 5 of Appendix II (pooling
of interests), then TMP will pay the reasonable fees of HW's professional
advisers. Either party will pay the other's reasonable professional advisers'
fees if it unilaterally withdraws from the Acquisition and the Scheme.
The directors of HW and certain other HW Shareholders have confirmed their
intention to vote in favour of the Scheme at the Meetings to approve the
Scheme in respect of their registered holdings of HW Shares, currently
representing in aggregate 12,323,573 HW Shares (being approximately 46.3 per
cent. of the HW Shares currently in issue).
10. Directors' interests and Affiliate Agreements
In order to ensure that TMP may obtain the benefit of accounting for the
Acquisition as a 'pooling of interests' under US GAAP, it is a condition of
the Acquisition that all of the directors of HW and all other HW Affiliates
enter into Affiliate Agreements with TMP. These Affiliate Agreements have the
effect of regulating the Affiliates' abilities to deal in the HW Shares which
they currently own and the new TMP Shares to be issued to them under the
Scheme or following exercise of their options over HW Shares. Under these
Affiliate Agreements, the Affiliates agree not in any way to reduce or commit
to reduce their risk with respect to any HW Shares or TMP Shares (except as
contemplated by the Scheme) during the period commencing 15 December 1999
until TMP has filed with the SEC a set of financial results covering at least
30 days of operations of the Combined Group. Assuming that the Scheme becomes
effective in February 2000, it is expected that such results will be filed in
May 2000.
11. Factors in assessing an investment in TMP Shares
TMP Shares are listed on NASDAQ and the Australian Stock Exchange but are not
listed on the London Stock Exchange or any other stock exchange. TMP Shares
are denominated in US dollars and thus there is also a risk that the sterling
value of TMP Shares will be affected by currency movements. In addition, the
US equity markets are trading overall at or near historical highs and any
decline in general market conditions would be likely to affect adversely TMP's
share price. Likewise, a failure of TMP to achieve its expected revenue and
earnings level would also be likely to affect adversely TMP's share price.
TMP, along with many other US companies with similar growth profiles, has not
to date paid any dividends on its shares and has no current intention of doing
so. TMP currently intends to retain any earnings to finance operations and
expansion and, therefore, does not anticipate paying or declaring any
dividends.
Further details of the TMP Shares will be set out in the Scheme Circular.
12. Formal documentation
The formal documentation relating to the Acquisition will be sent to HW
Shareholders in due course. The Scheme Circular will include the notices
convening the Meetings and will specify the actions to be taken by HW
Shareholders.
13. Expected timetable
The following is the expected timetable for the Scheme (which may be subject
to change):
Posting of Scheme Circular December 1999
Court Meeting and Extraordinary January 2000
General Meeting
Final Court Hearing to sanction February 2000
the Scheme
Scheme of Arrangement becomes February 2000
effective
14. General
The Acquisition will be subject to the conditions and further terms set out in
this announcement (including Appendix II to this announcement) and to such
other terms to be set out in the Scheme Circular as may be required to comply
with applicable law and regulation, including the provisions of the City Code.
Persons not resident in the UK may be affected by the laws of the relevant
jurisdiction and should inform themselves about and observe any applicable
requirements.
Neither TMP nor any of its directors, nor, so far as TMP is aware, any person
acting in concert with TMP, owns or controls any HW Shares or has any option
to acquire any HW Shares or has entered into any derivative referenced to
securities of HW which remains outstanding.
Press enquiries:
HW Group PLC Richard Mead/Graham 0207 240 2101
Palfery-Smith
Credit Lyonnais Nicholas Naylor 0207 588 4000
Securities
Buchanan Richard Oldworth/Andy Yeo 0207 466 5000
Communications
TMP Worldwide Inc. Andrew Banks 00 1 917 561 0345
Beeson Gregory Chris Callaway 0207 488 4040
Definitions of certain expressions used in this announcement are set out in
Appendix III to this announcement.
This announcement contains forward-looking statements including, with respect
to the completion of the Acquisition, the integration of services and
opportunities relating to the Acquisition. As such statements apply to future
events, they are subject to risks and uncertainties which may cause the actual
results to differ materially, including, without limitation, the risk that the
Acquisition will not be completed, integration risks related to the
Acquisition and the risk that the anticipated benefits of the Acquisition will
not be realised.
The directors of HW accept responsibility for the information contained in
this announcement, other than the information relating to the TMP Group, the
directors of TMP and members of their immediate families and related trusts.
To the best of the knowledge and belief of the directors of HW (who have taken
all reasonable care to ensure that such is the case), the information
contained in this announcement, for which they take responsibility, is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
The directors of TMP accept responsibility for the information contained in
this announcement, other than the information relating to the HW Group, the
directors of HW and members of their immediate families and related trusts.
To the best of the knowledge and belief of the directors of TMP (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement, for which they take responsibility, is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
This announcement (except for the unaudited interim results of HW for the six
months ended 30 September 1999) has been approved by Credit Lyonnais
Securities and Beeson Gregory solely for the purposes of section 57 of the
Financial Services Act 1986.
Credit Lyonnais Securities, which is regulated by The Securities and Futures
Authority Limited, is acting for HW and no-one else in connection with the
Acquisition and will not be responsible to anyone other than HW for providing
the protections afforded to customers of Credit Lyonnais Securities, nor for
providing advice in relation to the Acquisition.
Beeson Gregory, which is regulated by The Securities and Futures Authority
Limited, is acting for TMP and no-one else in connection with the Acquisition
and will not be responsible to anyone other than TMP for providing the
protections afforded to customers of Beeson Gregory, nor for providing advice
in relation to the Acquisition.
This announcement does not constitute an offer or an invitation to purchase
any securities.
Copies of this announcement are not being, and must not be, mailed or
otherwise distributed or sent in or into Canada, Australia or Japan and
persons receiving this announcement (including custodians, nominees and
trustees) must not distribute or send it into or from Canada, Australia or
Japan.
MORE TO FOLLOW
COMBIBBBLLATTFL
Latest directors dealings
- 15 hours ago Savannah Energy
- 16 hours ago Buccaneer Energy PLC
- 16 hours ago Savannah Energy
- 17 hours ago Carclo
- 17 hours ago Schroder Japan Growth Fund