CENTROM ORD 1P 
By
13 March 2009
This announcement is not for release, publication or distribution in
or into any jurisdiction if to do so would constitute a violation of
the relevant laws of such jurisdiction.
RECOMMENDED CASH OFFER FOR CENTROM GROUP PLC
BY
MAYMASK (15) LIMITED
SUMMARY
* On 15 January 2009, the Centrom Board announced that it was in
discussions which may or may not lead to an offer being made for
Centrom. The Centrom Board and the Maymask Board are pleased to
announce that they have reached agreement on the terms of a
recommended cash offer to be made by Maymask for the entire
issued and to be issued share capital of Centrom.
* The Offer is 0.023 pence in cash for every 1 (one) Centrom Share.
* The Offer values the entire issued and to be issued share capital
of Centrom at approximately £50,000.
* The Offer is conditional upon, amongst other conditions, valid
acceptances being received (and not, where permitted, withdrawn)
in respect of not less than 90 per cent. in nominal value of (or
such lesser percentage as Maymask may decide but being more than
50 per cent. of the voting rights attaching to) the Centrom
Shares to which the Offer relates.
* Irrevocable undertakings to accept the Offer have been received
in respect of 82,843,961 Centrom Shares, representing
approximately 38.62 per cent. of the entire issued share capital
of Centrom.
* The Centrom Directors unanimously recommend that Centrom
Shareholders accept the Offer. The reasons for the Centrom
Directors recommending the Offer are set out in this
announcement.
This summary should be read in conjunction with the full text of this
announcement, including Appendix I, where the conditions of the Offer
are set out, and Appendix II, which contains details of the
irrevocable undertakings received. The sources and bases of certain
financial information contained in this announcement are set out in
Appendix III, and certain terms used in this summary and the
announcement are set out in Appendix IV.
Enquiries:
Maymask
Hugh Blair, Managing Director +44 (0)7801 522311
Ryecroft Glenton, Financial adviser to Maymask
Nigel Wyrley-Birch +44 (0)191 281 1292
Centrom
Gerald Malone, Chairman +44 (0)7711 085611
Marshall, Financial adviser to Centrom
John Webb/Robert Luetchford +44 (0)20 7490 3788
FinnCap, Nominated adviser to Centrom
Geoff Nash/Rose Herbert +44 (0)20 7600 1659
This announcement does not constitute, or form part of, any offer
for, or any solicitation of any offer for, securities of Centrom. Any
acceptance or other response to the Offer should be made only on the
basis of information referred to in the Offer Document and (in
respect of certificated shares) the Form of Acceptance, which Maymask
intends to despatch in due course to Centrom Shareholders and, for
information only, to Centrom Optionholders.
Unless otherwise determined by Maymask and permitted by applicable
law and regulation, the Offer will not be made, directly or
indirectly, in, into or from, or by use of the mails of, or by any
means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or email) of interstate or foreign
commerce of, or by any facility of a national securities exchange of,
nor will it be made in, into or from any jurisdiction if to do so
would constitute a violation of the relevant laws of such
jurisdiction and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities. Accordingly, copies
of any documents relating to the Offer must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent, in whole or in part, in, into or from any jurisdiction if to
do so would constitute a violation of the relevant laws of such
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not directly or indirectly
mail, transmit or otherwise forward, distribute or send them in, into
or from any such jurisdiction as to do so may invalidate any
purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in
the United Kingdom may be affected by the laws of the jurisdiction in
which they are resident. Persons who are not resident in the United
Kingdom should inform themselves about, and observe, applicable
requirements.
Ryecroft Glenton is regulated for a range of investment business
activities by the Institute of Chartered Accountants in England and
Wales and is acting exclusively for Maymask and for no one else in
connection with the Offer and will not be responsible to any person
other than Maymask for providing the protections afforded to clients
of Ryecroft Glenton, nor for providing advice in relation to the
Offer, the contents of this announcement or any other matter referred
to herein.
Marshall, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Centrom
and for no one else in connection with the Offer and will not be
responsible to any person other than Centrom for providing the
protections afforded to clients of Marshall, nor for providing advice
in relation to the Offer, the contents of this announcement or any
matters referred to herein.
The Maymask Directors accept responsibility for the information
contained in this announcement other than the information for which
responsibility is accepted by the Centrom Directors. To the best of
the knowledge and belief of the Maymask Directors (who have taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely to
affect the import of such information.
The Centrom Directors accept responsibility for the information
contained in this announcement relating to Centrom, the Centrom
Group, the Centrom Directors, their immediate families, related
trusts and persons connected with them save, in each case, for
information on Maymask's future plans for Centrom, the Centrom Group
and its management and employees. To the best of the knowledge and
belief of the Centrom Directors (who have taken all reasonable care
to ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the import
of such information.
Forward looking statements
This announcement contains statements about Maymask and Centrom (and
their respective groups and/or subsidiary undertakings) that are or
may be forward-looking statements. All statements other than
statements of historical facts included in this announcement 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 (without limitation) 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 Maymask or Centrom operations and potential synergies
resulting from the Offer; and
(iii) the effects of government regulation on the Maymask or
Centrom businesses.
These forward-looking statements are not guarantees of future
performance. They have not been reviewed by the auditors of Maymask
or of Centrom. They involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of any such person, or industry results, to be
materially different from any results, performance or achievements
expressed or implied by such forward-looking statements. These
forward-looking statements are based on numerous assumptions
regarding the present and future business strategies of such persons
and the environment in which each will operate in the future. You
are cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date they were made. All
subsequent oral or written forward-looking statements attributable to
Maymask or Centrom or any members of their respective groups or any
persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. All forward-looking
statements included in this announcement are based on information
available on the date hereof. Investors should not place undue
reliance on such forward-looking statements and neither Maymask nor
Centrom undertake any obligation to publicly update or revise any
forward-looking statements.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or
becomes "interested" (directly or indirectly) in 1% or more of any
class of "relevant securities" of Centrom, all "dealings" in any
"relevant securities" of that company (including by means of an
option in respect of, or a derivative referenced to, any such
"relevant securities") must be publicly disclosed by no later than
3.30 p.m. on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which
the Offer becomes, or is declared, unconditional as to acceptances,
lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Centrom, they will be deemed
to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in
"relevant securities" of Centrom by Maymask or Centrom, or by any of
their respective "associates", must be disclosed by no later than
12.00 noon on the Business Day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, and the number
of such securities in issue, can be found on the Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the
price of securities. In particular, a person will be treated as
having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be
found on the Panel's website. If you are in any doubt as to whether
or not you are required to disclose a "dealing" under Rule 8, you
should consult the Panel.
In accordance with Rule 2.10 of the Code, the Company confirms that
it has 214,533,400 ordinary shares of 1 pence each in issue under the
ISIN code GB00B08N4R59.
13 March 2009
This announcement is not for release, publication or distribution in
or into
any jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction.
RECOMMENDED CASH OFFER FOR CENTROM GROUP PLC
BY
MAYMASK (15) LIMITED
1 Introduction
On 15 January 2009, the Centrom Board announced that it was in
discussions which may or may not lead to an offer being made for
Centrom. The Centrom Board and the Maymask Board are pleased to
announce that they have reached agreement on the terms of a
recommended cash offer to be made by Maymask for the entire issued
and to be issued share capital of Centrom.
2 Summary of the Offer
Maymask will offer to acquire the entire issued and to be issued
share capital of Centrom, on the terms and subject to the conditions
set out in Appendix I to this announcement, and the further terms and
conditions to be set out in the Offer Document and (in respect of
certificated shares) in the Form of Acceptance, on the following
basis:
for every 1 (one) Centrom Share 0.023
pence in cash
The Offer values the entire issued and to be issued share capital of
Centrom at approximately £50,000 (assuming the exercise of all
outstanding options). The Offer of 0.023 pence per Centrom Share
compares to a mid-market price of 0.175 pence as at the close of
business on 14 January 2009 (being the last Business Day prior to the
commencement of the Offer Period) and 0.275 pence as at the close of
business on 12 March 2009 (being the last Business Day prior to the
announcement of the Offer).
Centrom Shareholders who validly accept the Offer will not be
entitled to receive payment for any amounts of less than 1 pence and
any such amounts will be disregarded. Any amounts payable to Centrom
Shareholders who validly accept the Offer which include fractions of
1 pence will be rounded down to the nearest whole penny and such
fractional entitlements will be disregarded.
The Offer will be conditional upon, amongst other conditions, valid
acceptances being received (and not, where permitted, withdrawn) in
respect of not less than 90 per cent. in nominal value of (or such
lesser percentage as Maymask may decide but being more than 50 per
cent. of the voting rights attaching to) the Centrom Shares to which
the Offer relates.
The Offer will extend to all Centrom Shares unconditionally allotted
or issued as at the date of the Offer and any Centrom Shares
unconditionally allotted or issued fully paid (or credited as fully
paid) before the date on which the Offer ceases to be open for
acceptance (or such earlier date as Maymask may, subject to the Code,
decide, not being earlier than the date on which the Offer becomes or
is declared unconditional as to acceptances or, if earlier, the First
Closing Date).
The Centrom Shares will be acquired pursuant to the Offer fully paid
and free from all liens, equitable interests, charges, encumbrances,
rights of pre-emption and other third party rights of any nature
whatsoever and together with all rights now or hereafter attaching
thereto, including (without limitation) voting rights and the right
to receive and retain all dividends and distributions (if any)
announced, declared, made or paid hereafter.
3 Irrevocable undertakings
Maymask has received irrevocable undertakings from Centrom
Shareholders to accept (or procure the acceptance of) the Offer in
respect of, in aggregate, 82,843,961 Centrom Shares, representing
approximately 38.62 per cent. of Centrom's entire issued share
capital.
Further details of these irrevocable undertakings, including details
of the circumstances in which they will cease to be binding, can be
found in Appendix II of this announcement.
4 Background to, and reasons for, recommending the Offer
In April 2006, Centrom announced the appointment of a new management
team and a placing which raised £300,000 for the Company for the
purpose of increasing the Company's working capital. Costs were cut
and Centrom realigned its business to focus on data centre services
and professional services, reducing its involvement in low margin
hardware sales activity. During the remainder of 2006 and through
2007, Centrom made progress in improving its margins and developing
its focus on healthcare and public sector work. Centrom developed a
number of partnerships to broaden and strengthen its offering. The
Centrom Board recognised that, whilst Centrom's technical expertise
was well regarded by customers and potential customers, it lacked the
scale and capital required to bid for larger contracts and would
benefit from a broader base. The Centrom Board sought to expand
Centrom through acquisition and/or merger and held discussions with a
number of parties. None of these discussions resulted in a
transaction.
Centrom's financial results for the year ended 31 December 2007
showed continued improvement in margin and modest improvement in cash
flow. Centrom worked on various projects related to the NHS and
focussed on data collection and storage; but the Centrom Group
continued to be affected by delays to the commencement of
professional services contracts. Since April 2008, Centrom has
experienced a tightening of cash flows as a consequence of extended
timing on consultancy contracts. These problems included contracts
linked to the NHS National Programme for Information Technology,
which experienced significant delays. These factors have resulted in
reduced turnover and poor cash flow.
It was clear to the Centrom Board that Centrom needed to find new
capital or become a part of a new group with, most likely, the
Centrom Shares no longer being traded on AIM. The Centrom Directors
held new discussions with a number of parties, one of which was a
strategic investor with expertise in Centrom's markets. Another was
Maymask, which the Centrom Directors understand is seeking to build a
group of IT companies addressing the healthcare and related markets.
Since Centrom published its interim results for the six months to 30
June 2008 at the end of September 2008, trading performance has
remained poor and the Centrom Group has come under increasing working
capital pressure. The general economic background has worsened
significantly. The Centrom Directors again concluded that, unless new
capital was injected in the near term, Centrom would have to join a
new group with, most likely, the Centrom Shares no longer being
traded on AIM. The Centrom Directors concluded that, in the current
market, it would be difficult to find adequate support for an issue
of new equity and, in the current banking crisis, there is little
prospect of the Company securing any increase in its working capital
facilities. Whilst Centrom's lenders have been supportive to date,
such support may not continue unless Centrom is able quickly to
demonstrate a return to positive cash flows and a reduction in
liabilities.
In recommending the Offer, the Centrom Directors considered, amongst
others, the following factors:
* the Offer provides the Centrom Shareholders with a cash payment
for their Centrom Shares on the Offer becoming or being declared
unconditional in all respects;
* the Offer provides a platform for the development of the Centrom
business and the continued employment of its staff;
* the Centrom Directors consider that, in the absence of the Offer
or another immediate proposal which gives Centrom access to
sufficient working capital and is capable of being completed in
very short order, it is unlikely that the business will be
capable of remaining as a going concern; and
* despite the Centrom Directors holding discussions with many
parties and Centrom being in the Offer Period since 15 January
2009, no third party (other than Maymask) has come forward with
any proposal to acquire Centrom for cash or for quoted
securities.
If the Offer does not become or is not declared unconditional in all
respects, the Centrom Directors consider it unlikely that an
alternative proposal will be able to be identified and executed in
time to secure Centrom's continued trading in its current form, with
the result that Centrom's employees, shareholders, creditors and
customers would, almost certainly, all be seriously disadvantaged.
5 Current trading and prospects of Centrom
As noted above, Centrom has experienced increased working capital
pressure since September 2008 and trading conditions have further
weakened the Centrom Group's position against a worsening economic
picture.
6. Information on Maymask
Maymask is a private limited company which is owned by Gordon Roy
Peters and Hugh McGill Blair. Maymask has not traded since its
incorporation on 30 March 2005 nor has it entered into any
obligations other than in connection with the Offer and the financing
of the Offer. The directors of Maymask are Gordon Roy Peters, Dino
Etore George Peters and Hugh McGill Blair.
Further information relating to Maymask will be set out in the Offer
Document.
7. Information on Centrom
Centrom is the parent company of the Centrom Group and the Centrom
Shares are admitted to trading on AIM. Centrom has been trading since
2005 in consultancy services, specialising in the provision of
managed solutions for information management, risk management and
records and case management in the health sector.
In the 12 months ended 31 December 2007, Centrom's turnover was
£3,533,540, reporting a loss of £346,048.
Further information regarding Centrom and the Centrom Group will be
set out in the Offer Document.
8 Employees and location
The Maymask Board has assured the Centrom Directors that, if the
Offer becomes or is declared unconditional in all respects, the
existing employment rights of all employees of the Centrom Group will
be safeguarded.
Further, Maymask has indicated that it does not currently intend to
change the principal location of the Centrom Group's place of
business (although it may consider opportunities to move to a nearby
location in Fleet) or redeploy any of its fixed assets or effect any
material change in any terms or conditions of employment of any of
the Centrom Group's employees.
9 Centrom Directors' recommendation
The Centrom Directors, who have been so advised by Marshall,
unanimously consider the terms of the Offer to be fair and reasonable
so far as the Centrom Shareholders are concerned. In providing advice
to the Centrom Directors, Marshall has taken into account the
commercial assessments of the Centrom Directors.
Centrom Shareholders should note that the Centrom Directors consider
that, if the Offer does not become or is not declared unconditional
in all respects, it is unlikely that an alternative proposal will be
able to be identified and executed in time to secure Centrom's
continued trading in its current form, with the result that Centrom
Shareholders would, almost certainly, be seriously disadvantaged.
The Centrom Directors believe that the terms of the Offer are in the
best interests of the Centrom Shareholders as a whole and unanimously
recommend that the Centrom Shareholders accept the Offer. The Centrom
Directors (and certain persons connected with them) have irrevocably
undertaken to accept the Offer (or procure that the Offer be
accepted) in respect of their entire beneficial interests, which, in
aggregate, amount to 19,988,876 Centrom Shares, representing
approximately 9.32 per cent. of the entire issued share capital of
Centrom as at 12 March 2009 (being the latest practicable date prior
to publication of this announcement).
10. Centrom Share options
Centrom has in place a share plan comprising of two parts, an EMI
plan and an unapproved plan. Details of the plan were announced by
Centrom on 24 May 2007 and the plan was approved by the Centrom
Shareholders at the general meeting of Centrom on 22 June 2007. At
present, no options have been granted under the plan.
That aside, one individual holds options over 600,000 Centrom Shares,
exercisable at 5p each, pursuant to an option agreement between
Centrom and that individual dated 9 June 2005. The options will
lapse no later than 9 June 2010.
11. Financing of the Offer
Maymask will fund the cash consideration payable under the terms of
the Offer from its existing cash reserves.
Ryecroft Glenton is satisfied that sufficient financial resources are
available to Maymask to satisfy in full the cash consideration
payable in connection with the Offer.
12. Compulsory acquisition, cancellation of trading on AIM
and re-registration
If Maymask receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more in nominal value of the
Centrom Shares to which the Offer relates and 90 per cent. or more of
the voting rights carried by the Centrom Shares to which the offer
relates and assuming that all of the other conditions of the Offer
have been satisfied or waived (if capable of being waived), Maymask
intends to exercise its rights pursuant to sections 974 to 991 of the
2006 Act to acquire compulsorily on the same terms as the Offer any
outstanding Centrom Shares.
Assuming the Offer becomes or is declared unconditional in all
respects, Maymask also intends to procure the making of an
application by Centrom to the London Stock Exchange for the
cancellation of admission to trading of Centrom Shares on AIM. If
this cancellation occurs, it will significantly reduce the liquidity
and marketability of any Centrom Shares in respect of which the Offer
has not been accepted at that time and the value of any such Centrom
Shares may be adversely affected as a consequence.
Following the Offer becoming or being declared unconditional in all
respects and after the cancellation of admission to trading of the
Centrom Shares on AIM, it is the intention of Maymask to procure that
a resolution of the Centrom Shareholders is proposed to re-register
Centrom as a private limited company under the relevant provisions of
the 2006 Act.
13. General
The Offer will be made on the terms and subject to the conditions
which are set out in Appendix I to this announcement and on the
further terms that will be set out in the Offer Document and (in
respect of certificated shares) the Form of Acceptance, and such
further terms as may be required to comply with the provisions of the
Code.
Maymask intends that the Offer Document setting out the details of
the formal Offer will be posted to Centrom Shareholders as soon as
reasonably practicable and in any event within 28 days of the date of
this announcement.
Details of the sources and bases of information in respect of the
information contained in this announcement are contained in Appendix
III to this announcement. Appendix IV to this announcement contains
definitions of certain expressions used in this announcement.
Save as disclosed in this announcement, as at 12 March 2009, being
the latest practicable date prior to this announcement, neither
Maymask, any of the Maymask Directors (and their close relatives and
related trusts) nor, so far as Maymask is aware, any person acting in
concert with Maymask, has any interest in or any right to subscribe
for or has any short positions (whether conditional or absolute and
whether in the money or otherwise) (including any short positions
under a derivative, any agreement to sell or any delivery obligation
or right to require another person to purchase or take delivery) in
or has borrowed or lent (save for any borrowed shares which have been
either on-lent or sold) any "relevant securities" of Centrom nor does
any such person have any arrangement with Centrom or Maymask or any
of their respective associates in relation to "relevant securities"
of Centrom. For these purposes, "relevant securities" means
securities of Centrom which are being offered for or which carry
voting rights, equity share capital of Centrom and securities of
Centrom carrying conversion or subscription rights into any of the
foregoing, and, "arrangement" includes any indemnity or option
arrangement, any agreement or understanding, formal or informal, of
whatever nature, relating to "relevant securities" of Centrom which
may be an inducement to deal or refrain from dealing in such
securities. "Interest" includes, in summary, any long economic
exposure, whether conditional or absolute, to changes in the price of
securities and a person is treated as having an "interest" by virtue
of the ownership or control of securities, or by virtue of any option
in respect of, or derivative referenced to, securities. In the
interests of confidentiality, Maymask has not made enquires in this
respect of certain parties who may be presumed by the Panel to be
acting in concert with it for the purposes of the Offer.
This announcement does not constitute an offer to sell or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval or an offer to buy or subscribe
for any securities pursuant to the Offer or otherwise. The Offer will
be made solely by the Offer Document and (in respect of certificated
shares) the Form of Acceptance accompanying the Offer Document, which
will contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted. The Offer Document will be
posted in due course to the Centrom Optionholders (for information
only) and those Centrom Shareholders able to receive it. Copies of
the Offer Document and the Form of Acceptance (for use by holders of
Centrom Shares in certificated form only) will be available for
inspection following posting of such documents during usual business
hours on Business Days while the Offer remains open for acceptance at
the offices of Watson Burton LLP located at Floor 29, 30 St Mary Axe,
London, EC3A 8BF, by ringing +44 (0)20 7337 8300 and asking to speak
to Vera Lyons.
Those Centrom Shareholders receiving the Offer Document are strongly
advised to read it in full, as it will contain important information,
and where relevant to seek appropriate independent advice in relation
to its contents.
The availability of the Offer to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction.
Persons who are subject to the laws of any jurisdiction other than
the United Kingdom should inform themselves about, and observe, any
applicable requirements.
The Offer will not be made, directly or indirectly, in, into or by
use of the mails of, or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate
or foreign commerce of, or any facilities of a national, state or
other securities exchange of, the United States, Canada, Australia or
Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction. This
announcement does not constitute an offer in the United States,
Canada, Australia or Japan or any such other jurisdiction and the
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or otherwise from or within the United
States, Canada, Australia or Japan or any such other jurisdiction.
Accordingly, neither this announcement, nor the Offer Document and
the accompanying Form of Acceptance are being, nor should be, mailed,
transmitted or otherwise distributed, in whole or in part, in or into
or from the United States, Canada, Australia or Japan or any such
other jurisdiction. Doing so may render invalid any purported
acceptance of the Offer.
The laws of the relevant jurisdictions may affect the availability of
the Offer to persons who are not resident in the United Kingdom.
Persons who are not resident in the United Kingdom or who are subject
to laws of any jurisdiction other than the United Kingdom, should
inform themselves about, and observe, any applicable requirements.
Any person (including nominees, trustees and custodians) who would,
or otherwise intends to, forward this announcement, the Offer
Document and/or the Form of Acceptance or any accompanying document
to any jurisdiction outside the United Kingdom, should refrain from
doing so and seek appropriate professional advice before taking any
action.
This announcement does not constitute, or form part of, any offer
for, or any solicitation of any offer for or any invitation to
purchase, securities. Any acceptance or other response to the Offer
should be made only on the basis of information referred to in the
Offer Document and the Form of Acceptance which Maymask intends to
despatch to Centrom Shareholders and, for information only, to
Centrom Optionholders as soon as practicable.
The Offer and acceptances of it will be governed by English Law. The
Offer will be subject to the applicable requirements of the Code, the
Panel and the London Stock Exchange and other legal and regulatory
requirements.
Ryecroft Glenton is regulated for a range of investment business
activities by the Institute of Chartered Accountants in England and
Wales and is acting exclusively for Maymask and for no one else in
connection with the Offer and will not be responsible to any person
other than Maymask for providing the protections afforded to clients
of Ryecroft Glenton, nor for providing advice in relation to the
Offer, the contents of this announcement or any other matter referred
to herein.
Marshall, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Centrom
and for no one else in connection with the Offer and will not be
responsible to any person other than Centrom for providing the
protections afforded to clients of Marshall, nor for providing advice
in relation to the Offer, the contents of this announcement or any
matters referred to herein.
Forward looking statements
This announcement contains statements about Maymask and Centrom (and
their respective groups and/or subsidiary undertakings) that are or
may be forward-looking statements. All statements other than
statements of historical facts included in this announcement 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 (without limitation) 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 Maymask or Centrom operations and potential synergies
resulting from the Offer; and
(iii) the effects of government regulation on the Maymask or
Centrom businesses.
These forward-looking statements are not guarantees of future
performance. They have not been reviewed by the auditors of Maymask
or of Centrom. They involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of any such person, or industry results, to be
materially different from any results, performance or achievements
expressed or implied by such forward-looking statements. These
forward-looking statements are based on numerous assumptions
regarding the present and future business strategies of such persons
and the environment in which each will operate in the future. You
are cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date they were made. All
subsequent oral or written forward-looking statements attributable to
Maymask or Centrom or any members of their respective groups or any
persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. All forward-looking
statements included in this announcement are based on information
available on the date hereof. Investors should not place undue
reliance on such forward-looking statements and neither Maymask nor
Centrom undertake any obligation to publicly update or revise any
forward-looking statements.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or
becomes "interested" (directly or indirectly) in 1% or more of any
class of "relevant securities" of Centrom, all "dealings" in any
"relevant securities" of that company (including by means of an
option in respect of, or a derivative referenced to, any such
"relevant securities") must be publicly disclosed by no later than
3.30 p.m. on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which
the Offer becomes, or is declared, unconditional as to acceptances,
lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Centrom, they will be deemed
to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in
"relevant securities" of Centrom by Maymask or Centrom, or by any of
their respective "associates", must be disclosed by no later than
12.00 noon on the Business Day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, and the number
of such securities in issue, can be found on the Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the
price of securities. In particular, a person will be treated as
having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be
found on the Panel's website. If you are in any doubt as to whether
or not you are required to disclose a "dealing" under Rule 8, you
should consult the Panel.
In accordance with Rule 2.10 of the Code, the Company confirms that
it has 214,533,400 ordinary shares of 1 pence each in issue under the
ISIN code GB00B08N4R59.
13 March 2009
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
Conditions of the Offer
The Offer, which will be made by Ryecroft Glenton on behalf of
Maymask, will be subject to the following conditions:
1. Valid acceptances of the Offer being
received (and not, where permitted, withdrawn) by no later than 1.00
pm on the First Closing Date (or, subject to the Code or with the
consent of the Panel, such later time(s) and/or dates(s) as Maymask
may decide) in respect of not less than 90 per cent. (or such lesser
percentage as Maymask may decide) of the Centrom Shares to which the
Offer relates. However, this condition will not be satisfied unless
Maymask shall have acquired, or agreed to acquire, whether pursuant
to the Offer or otherwise, directly or indirectly, Centrom Shares
carrying, in aggregate, over 50 per cent. of the voting rights
normally exercisable at general meetings of Centrom, including, for
this purpose (except to the extent otherwise agreed by the Panel),
any such voting rights attaching to any Centrom Shares which are
unconditionally allotted or issued before the Offer becomes or is
declared unconditional as to acceptances. In this condition:
(a) the expression "Centrom Shares to which the
Offer relates" shall be construed in accordance with Chapter 3 of
Part 28 of the 2006 Act;
(b) Centrom Shares which have been
unconditionally allotted but not issued shall be deemed to carry the
voting rights which they will carry when they are issued; and
(c) "valid acceptances" shall be treated as
having been received in respect of any Centrom Shares which are
treated for the purposes of Chapter 3 of Part 28 of the 2006 Act as
having been acquired, or contracted to be acquired, by Maymask by
virtue of acceptances of the Offer.
2.
(a) All material authorisations in any relevant
jurisdiction necessary for, or in respect of, the Offer, its
implementation or any acquisition of any shares in, or control of,
Centrom or any other member of the Centrom Group by Maymask having
been obtained from any third party or from any person or body with
whom any member of the Centrom Group has entered into contractual
arrangements and all such authorisations remaining in full force and
effect and there being no intimation of any intention to revoke or
not renew the same;
(b) All material authorisations necessary to
carry on the business of any member of the Centrom Group remaining in
full force and effect and there being no written notice to revoke or
not renew the same; and
(c) All material filings in the context of the
Enlarged Group and/or the Offer having been made and all applicable
waiting periods in respect of such having expired, lapsed or been
terminated, in each case as may be necessary or expedient in
connection with the Offer, its implementation or any acquisition or
proposed acquisition of shares in, or control or management of,
Centrom or any other member of the Centrom Group by Maymask, under
the laws or regulations of any jurisdiction, and all applicable
statutory or regulatory obligations in connection therewith in any
jurisdiction having been complied with.
3. No third party, prior to the date when the Offer
otherwise becomes or is declared unconditional in all respects,
having instituted, implemented or threatened any legal proceedings,
or having required any action to be taken which may lead to a threat
of the same, (and not having irrevocably withdrawn such proceedings)
or having enacted, made or proposed any statute, regulation, order or
decision or taken any other step and there not continuing to be
outstanding any statute, regulation, order or decision that would or
might reasonably be expected to:
(a) make the Offer, its implementation or the
acquisition or proposed acquisition of any Centrom Shares, or control
or management of Centrom and/or any member of the Centrom Group, by
Maymask illegal, void or unenforceable; or
(b) directly or indirectly, materially restrict,
restrain, prohibit, delay or otherwise interfere with the
implementation of, or impose additional conditions or obligations
with respect to, or otherwise challenge or interfere with, the Offer
or the acquisition or proposed acquisition of Centrom Shares by
Maymask; or
(c) require, prevent or materially delay the
divestiture by Maymask of any shares or other securities in Centrom;
or
(d) impose any material limitation on the ability
of Maymask to acquire or hold or exercise effectively, directly or
indirectly, any rights of ownership of shares or other securities or
the equivalent in any member of the Centrom Group, or management
control over any member of the Centrom Group, in any such case in a
manner or to an extent which is material to Maymask in the context of
the Offer or, as the case may be, in the context of the Enlarged
Group; or
(e) require, prevent or materially delay the
disposal by any member of the Centrom Group or Maymask, or alter the
terms of any proposed disposal by any member of the Centrom Group or
Maymask, of all or any part of their respective businesses, assets or
properties or impose any limitation on the ability of any of them to
conduct their respective businesses or own their respective assets or
properties, in any such case in a manner or to an extent which is
material to Maymask in the context of the Offer or, as the case may
be, in the context of the Enlarged Group; or
(f) require Maymask or the Centrom Group to
offer to acquire any shares or other securities (or the equivalent)
in any member of the Centrom Group or Maymask owned by any third
party (in each case, other than in implementation of the Offer),
where such acquisition would be material to Maymask in the context of
the Offer or, as the case may be, in the context of the Enlarged
Group; or
(g) impose any limitation on the ability of
Maymask or the Centrom Group to integrate or co-ordinate its
business, or any part of it, with the businesses, or any part of the
businesses, of Maymask and/or the Centrom Group, in each case in a
manner which would be material to Maymask in the context of the Offer
or, as the case may be, in the context of the Enlarged Group; or
(h) result in Maymask or the Centrom Group
ceasing to be able to carry on its business under any name under
which it presently uses, to an extent which is material to Maymask in
the context of the Offer or, as the case may be, in the context of
the Enlarged Group; or
(i) otherwise adversely affect any or all of
the businesses, assets, prospects or profits of Maymask or the
Centrom Group, to an extent which is material to Maymask in the
context of the Offer or, as the case may be, in the context of the
Enlarged Group,
and all applicable waiting periods and other time periods during
which any such third party could institute, implement or threaten any
legal proceedings, having expired, lapsed or been terminated.
4. Save as Disclosed, there being, prior to the date when
the Offer otherwise becomes or is declared unconditional in all
respects, no provision of any agreements to which any member of the
Centrom Group is a party, or by or to which any such member, or any
part of its assets, may be bound, entitled or subject, which would,
in each case as a consequence of the Offer or of the acquisition or
proposed acquisition of all or any part of the issued share capital
of, or change of control or management of, Centrom or any other
member of the Centrom Group, reasonably be expected to result (in
each case to an extent which is material to Maymask in the context of
the Offer or, as the case may be, in the context of the Enlarged
Group) in:
(a) any material assets or interests of any
member of the Centrom Group being or falling to be disposed of or
charged in any way or ceasing to be available to any member of the
Centrom Group or any rights arising under which any such asset or
interest could be required to be disposed of or charged in any way or
could cease to be available to any member of the Centrom Group,
otherwise than in the ordinary course of business; or
(b) any moneys borrowed by, or other indebtedness
(actual or contingent) of, or any grant available to, any member of
the Centrom Group, in each case which is not repayable on demand,
being or becoming repayable or capable of being declared repayable
immediately or earlier than the repayment date stated in such
agreement or the ability of such member of the Centrom Group to incur
any such borrowing or indebtedness becoming or being capable of
becoming withdrawn, inhibited or prohibited; or
(c) any such agreement or the rights,
liabilities, obligations or interests of any such member under it
being terminated or adversely modified or affected or any onerous
obligation arising or any adverse action being taken under it; or
(d) the interests or business of any such member
in or with any third party (or any arrangements relating to any such
interests or business) being terminated or adversely modified or
affected; or
(e) the financial or trading position or value
of any member of the Centrom Group being materially prejudiced or
materially adversely affected; or
(f) the creation of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any member of the Centrom Group or any such
security (whenever arising or having arisen) becoming enforceable or
being enforced; or
(g) any member of the Centrom Group ceasing to be
able to carry on business under any name under which or on the terms
on which it currently does so; or
(h) the creation of actual or contingent
liabilities by any member of the Centrom Group,
and no event having occurred which, under any provision of any such
agreement to which any member of the Centrom Group is a party, or by
or to which any such member, or any of its assets, may be bound,
entitled or subject, could result, to an extent which is material to
Maymask in the context of the Offer or, as the case may be, in the
context of the Enlarged Group, in any of the events or circumstances
as are referred to in the above sub-paragraphs of this paragraph 4.
5. Since the Accounting Date and at any time prior to the
Offer otherwise becoming or being declared unconditional in all
respects, save as Disclosed, no member of the Centrom Group having:
(a) issued or agreed to or authorised or
proposed the issue or grant 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 securities; or
(b) redeemed, purchased, repaid or reduced or
proposed the redemption, purchase, repayment or reduction of any part
of its share capital or made or proposed the making of any other
change to its share capital; or
(c) recommended, declared, paid or made or
proposed to recommend, declare, pay or make any dividend, bonus issue
or other distribution, whether payable in cash or otherwise; or
(d) merged with, demerged from or acquired, any
body corporate or authorised or proposed or announced any intention
to propose any such merger, demerger or acquisition; or
(e) other than in the ordinary course of
business, acquired or disposed of, transferred, mortgaged, charged,
created or granted any security interest over any assets (including
shares and trade investments) or authorised or proposed or announced
any intention to propose any acquisition, disposal, transfer,
mortgage, charge, creation or grant of any such security interest,
which, in any case, is material to Maymask in the context of the
Offer or, as the case may be, in the context of the Enlarged Group;
or
(f) issued or authorised or proposed the issue
of any debentures or incurred or, save in the ordinary course of
business, increased any borrowings, indebtedness or liability (actual
or contingent) of any aggregate amount, which is material to Maymask
in the context of the Offer or, as the case may be, in the context of
the Enlarged Group; or
(g) entered into or varied, or authorised or
proposed the entry into or variation of, or announced its intention
to enter into or vary, any transaction, arrangement, contract or
commitment (whether in respect of capital expenditure or otherwise)
which is outside the ordinary course of business or which is of a
long term, onerous or of an unusual nature or magnitude or involves
or could involve an obligation which is or could be restrictive to
the existing business of any member of the Centrom Group and which,
in any such case, is material to Maymask in the context of the Offer
or, as the case may be, in the context of the Enlarged Group; or
(h) entered into, implemented, effected,
authorised or proposed or announced its intention to enter into,
implement, effect, authorise or propose any contract, reconstruction,
amalgamation, scheme, commitment or other transaction or arrangement
otherwise than in the ordinary course of business which is material
to Maymask in the context of the Offer or, as the case may be, in the
context of the Enlarged Group; or
(i) waived or compromised any claim which is
material to Maymask in the context of the Offer or, as the case may
be, in the context of the Enlarged Group, or
(j) entered into or varied or made any offer
(which remains open for acceptance) to enter into or vary the terms
of any contract with any of the Centrom Directors or senior
executives of Centrom or (to the extent it is material to Maymask in
the context of the Offer or, as the case may be, in the context of
the Enlarged Group) any of the directors or senior executives of any
other member of the Centrom Group; or
(k) taken or proposed any corporate action or
had any legal proceedings instituted or threatened against it or
petition presented for its winding-up (voluntary or otherwise),
dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer
over all or any material part of its assets and revenues or for any
analogous proceedings or steps in any jurisdiction or for the
appointment of any analogous person in any jurisdiction which, in any
case, is material to Maymask in the context of the Offer or, as the
case may be, in the context of the Enlarged Group; or
(l) been unable, or admitted in writing that it
is unable, to pay its debts or has 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, by reason of any anticipated financial
difficulties, commenced negotiations with one or more of its
creditors with a view to rescheduling any of its indebtedness, in any
case which is or would be material to Maymask in the context of the
Offer or, as the case may be, in the context of the Enlarged Group;
or
(m) made any alteration to its memorandum or
articles of association, or other incorporation documents; or
(n) in relation to the pension schemes
established for its directors and/or other employees and/or their
dependants, made or consented to any change, in any case which is or
would be material to Maymask in the context of the Offer or, as the
case may be, in the context of the Enlarged Group, to:
(i) the terms of the trust deeds constituting
such pension schemes or to the benefits which accrue;
(ii) the pensions which are payable under them;
(iii) the basis on which qualifications for or
accrual of or entitlement to such benefits or pensions are calculated
or determined;
(iv) the basis upon which the liabilities
(including pensions) of such pension schemes are funded or made; or
(v) agreed or consented to any change to the
trustees of such pension schemes; or
(o) entered into any agreement or passed any
resolution or made any offer (which remains open for acceptance) or
proposed or announced any intention with respect to any of the
transactions, matters or events referred to in this condition 5, in
any case which is or would be material to Maymask in the context of
the Offer or, as the case may be, in the context of the Enlarged
Group.
6. Since the Accounting Date and at any time prior to the
Offer otherwise becoming or being declared unconditional in all
respects, save as Disclosed:
(a) no material litigation or arbitration
proceedings, prosecution, investigation or other legal proceedings
having been announced, instituted, threatened or remaining
outstanding by, against or in respect of any member of the Centrom
Group or to which any member of the Centrom Group is or may become a
party (whether as claimant, defendant or otherwise), which is
material to Maymask in the context of the Offer or, as the case may
be, in the context of the Enlarged Group; or
(b) no material adverse change or deterioration
having occurred in the business or assets or financial or trading
position or prospects, assets or profits of any member of the Centrom
Group, which is material to Maymask in the context of the Offer or,
as the case may be, in the context of the Enlarged Group; or
(c) no enquiry or investigation by, or complaint
or reference to, any third party against or in respect of any member
of the Centrom Group having been threatened, announced, implemented
or instituted or remaining outstanding by, against or in respect of,
any member of the Centrom Group, which, in any such case, is material
to Maymask in the context of the Offer or, as the case may be, in the
context of the Enlarged Group; or
(d) no material contingent or other liability
having arisen or become apparent or increased, which is material to
Maymask in the context of the Offer or, as the case may be, in the
context of the Enlarged Group; or
(e) no member of the Centrom Group being in
breach of any Material Contract and no other party to a Material
Contract being in breach of such contract, in each case to the extent
material to Maymask in the context of the Offer or, as the case may
be, in the context of the Enlarged Group.
7. At any time prior to the Offer otherwise becoming or
being declared unconditional in all respects, save as Disclosed,
Maymask not having discovered:
(a) that any financial, business or other
information Disclosed and which has also been publicly disclosed
either contains a material misrepresentation of fact or omits to
state a fact necessary to make that information not materially
misleading; or
(b) any information which materially adversely
affects the import of any information Disclosed and which has also
been publicly disclosed; or
(c) that Centrom has granted any options or
other rights to be issued over any shares or securities of any class
in the capital of Centrom,
and, in each case, the consequence of the discovery would have a
material adverse effect on the Enlarged Group.
Certain Further Terms of the Offer
1. The Offer will be made on the terms and subject to the
conditions which are set out in Appendix I to this announcement and
on the further terms that will be set out in the Offer Document and
(in respect of certificated shares) the Form of Acceptance, and such
further terms as may be required to comply with the provisions of the
Code.
2. The Centrom Shares will be acquired pursuant to the
Offer fully paid and free from all liens, equitable interests,
charges, encumbrances, rights of pre-emption and other third party
rights of any nature whatsoever and together with all rights now or
hereafter attaching thereto, including (without limitation) voting
rights and the right to receive and retain all dividends and
distributions (if any) announced, declared, made or paid hereafter.
3. The Offer will not be made, directly or indirectly, in,
into or by use of the mails of, or by any means or instrumentality
(including, without limitation, telephonically or electronically) of
interstate or foreign commerce of, or any facilities of a national,
state or other securities exchange of, the United States, Canada,
Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction.
This announcement does not constitute an offer in the United States,
Canada, Australia or Japan or any such other jurisdiction and the
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or otherwise from or within the United
States, Canada, Australia or Japan or any such other jurisdiction.
APPENDIX II
Centrom Directors' Shareholdings and Irrevocable Undertakings
Centrom Directors' Shareholdings:
Name of Centrom Director Number of Centrom Shares
Richard Trevillion 12,696,250
Michael Boseley 2,883,028
David Whitehead 2,659,598
Gerald Malone 1,750,000
19,988,876
Irrevocable Undertakings:
The Centrom Directors have given irrevocable undertakings to accept
(or procure the acceptance of) the Offer in relation to the following
Centrom Shares:
Name of Centrom Director Number of Centrom Percentage of Entire
Shares Issued Share Capital
Richard Trevillion 12,696,250 5.92%
Michael Boseley 2,883,028 1.34%
David Whitehead 2,659,598 1.24%
Gerald Malone 1,750,000 0.82%
19,988,876 9.32%
The irrevocable undertakings given by the Centrom Directors will
remain binding even if a higher competing takeover offer is made,
unless the Offer closes, lapses or is withdrawn.
The following Centrom Shareholder has given an irrevocable
undertaking to accept (or procure the acceptance of) the Offer in
relation to the following Centrom Shares:
Name of Centrom Number of Centrom Percentage of Entire
Shareholder Shares Issued Share Capital
Mark Venables 62,855,085 29.30%
62,855,085 29.30%
The irrevocable undertaking given by the above Centrom Shareholder
will remain binding unless the Offer closes, lapses or is withdrawn
or the value of the Offer is, during the Offer Period, exceeded by an
offer for the entire issued share capital of Centrom made by a third
party other than Maymask.
APPENDIX III
Bases of calculations and sources of information
Save as otherwise set out in this announcement, the following
constitute the bases and sources of information referred to in this
announcement:
(a) financial information relating to Maymask has
been extracted from the financial statements of Maymask for the three
years ended on 31 March 2008;
(b) financial information relating to Centrom has
been extracted from the audited financial statements of Centrom for
the two years ended on 31 December 2006 and 31 December 2007 and from
the unaudited interim statement for the six months ended 30 June
2008;
(c) references to the value of the Offer for the
entire issued ordinary share capital of Centrom assume the number of
Centrom Shares currently in issue to be 214,533,400; and
(d) references to the availability to Maymask of the
necessary resources to implement the Offer in full also assume that
there are currently no options outstanding in respect of unissued
Centrom Shares, save the options over 600,000 Centrom Shares which
are held by an individual and are more particularly described in the
Offer Document, or that any such options have been waived.
APPENDIX IV
DEFINITIONS
In this announcement, the following words and expressions shall,
except where the context requires otherwise, have the following
meanings:
"2006
Act"
the Companies Act 2006
"Accounting Date"
31 December 2007 (being the date to which the last published audited
annual report and accounts of Centrom were made up)
"Acquisition"
the proposed acquisition by Maymask of the entire issued and to be
issued share capital of Centrom pursuant to the Offer
"AIM"
the market of that name operated by the London Stock Exchange
"Business
Day" any day
(other than a public holiday, Saturday or Sunday) on which clearing
banks in London are open for normal business
"Canada"
Canada, its provinces and territories and all areas under its
jurisdiction and political sub-divisions thereof
"Centrom" or the "Company" Centrom
Group plc (company number 5391225)
"Centrom Board" or "Centrom Directors" the board of
directors of Centrom
"Centrom Group"
Centrom, its subsidiaries and its subsidiary under
CENTROM GROUP : Offer for Centrom Group plc
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