Camellia Regulatory News (CAM)

28 Sep 2005 07:03

Camellia PLC28 September 2005 Not for release, publication or distribution, in whole or in part, in or into orfrom Australia, Canada, Japan, the Republic of Ireland, South Africa or theUnited States of America 28 September 2005 Recommended proposal (the "Proposal") for Linton Park Plc ("Linton Park") to become a wholly-owned subsidiary of Camellia Plc ("Camellia") to be implemented by means of a Scheme of Arrangementunder section 425 of the Companies Act 1985 Summary • The board of Camellia and the Independent Directors of Linton Park are pleased to announce that they have reached agreement on the terms of a recommended proposal for Linton Park to become a wholly-owned subsidiary of Camellia by way of the acquisition by Camellia of the remaining approximately 20.84 per cent. of the issued share capital of Linton Park it does not already own; • Under the terms of the Proposal, holders of Linton Park Shares subject to the Scheme ("Scheme Shares") will for every 16 such shares receive 1 New Camellia Share and 800 pence in cash; • Based on the Closing Prices of Linton Park and Camellia Shares on 27 September 2005, being the last Business Day prior to this announcement, the Proposal values each Scheme Share at approximately 470.3 pence, and the whole of the existing issued share capital of Linton Park at approximately £89.5 million; • The Proposal represents a premium of approximately 4.2 per cent. to the Closing Prices of Linton Park and Camellia on 6 June 2005, the last Business Day prior to the announcement by Linton Park on 7 June 2005 of a possible merger with Camellia; • Certain Linton Park Directors are, by virtue of being directors of Camellia as well as of Linton Park, precluded from giving advice to the Independent Shareholders on the terms of the Proposal and on the appropriate course of action for them to take. Consequently, the Independent Directors have taken responsibility for considering the Proposal on behalf of the Independent Shareholders; • The Independent Directors of Linton Park, who have been so advised by Teather & Greenwood, consider the Proposal to be fair and reasonable. In providing advice to the Independent Directors of Linton Park, Teather & Greenwood has taken into account the commercial assessments of the Independent Directors; • Accordingly, the Independent Directors of Linton Park unanimously recommend that Independent Shareholders vote in favour of the Proposal at the Court Meeting, as they have irrevocably undertaken to do in respect of their entire beneficial holdings of 5,000 Linton Park Shares representing, in aggregate, approximately 0.03 per cent. of the issued share capital of Linton Park; • It is intended that the Proposal will be implemented by way of a Scheme of Arrangement under section 425 of the Act. The initial Court Hearing to convene the Court Meeting took place on 23 September 2005. The Scheme Document and notice convening the Court Meeting will be posted shortly, and in any event within 28 days of the date of this announcement. The date of the Court Meeting is 31 October 2005 and it is expected that the Scheme will become effective in November 2005, subject to the satisfaction of all conditions, including the conditions set out in Appendix I to this announcement. This summary should be read in conjunction with the accompanying full text ofthis announcement Enquiries: Linton ParkTom Lupton 01622 746655 CamelliaMalcolm Perkins 01622 746655 Teather & Greenwood (adviser to Linton Park)Jeff Keating 020 7426 9000Sindre Ottesen KPMG Corporate Finance (adviser to Camellia)Tom Franks 020 7311 1000Susan Walker This announcement does not constitute an offer or an invitation to purchase, orthe solicitation of an offer to sell, any securities. The attached announcement contains definitions of certain expressions used inthis announcement. Teather & Greenwood Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for LintonPark and for no one else in relation to the Proposal and will not be responsibleto anyone other than Linton Park for providing the protections afforded toclients of Teather & Greenwood Limited or for giving advice in relation to theProposal, the contents of this announcement or any other arrangement or matterreferred to herein. KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulatedin the United Kingdom by the Financial Services Authority for investmentbusiness activities, is acting exclusively as financial adviser for Camellia inrelation to the Proposal and is not acting for any other person in relation tosuch Proposal and will not be responsible to anyone other than Camellia foradvice in relation to the contents of this announcement, or the Proposal or anyarrangement referred to herein. The Proposal will not be made, directly or indirectly, in, into or fromAustralia, Canada, Japan, the Republic of Ireland, South Africa or the UnitedStates. Accordingly, the Scheme Document or accompanying documents (or any copythereof) will not be, and must not be, mailed or otherwise forwarded,distributed or sent in, into or from Australia, Canada, Japan, the Republic ofIreland, South Africa or the United States. All Linton Park Shareholders orother persons (including nominees, trustees and custodians) who would otherwiseintend to, or may have a contractual or legal obligation to, forward the SchemeDocument and accompanying documents to any jurisdiction outside the UnitedKingdom should refrain from doing so and seek appropriate professional advicebefore taking any action. Neither the United States Securities and ExchangeCommission nor any State Securities Commission has reviewed, approved ordisapproved of the Scheme or the Proposal described herein. The New Camellia Shares to be issued pursuant to the Proposal have not been andwill not be registered under the United States Securities Act of 1933 (asamended). Furthermore, the New Camellia Shares have not been and will not beregistered under any of the relevant securities laws of Australia, Canada,Japan, the Republic of Ireland or South Africa. Accordingly the New CamelliaShares may not be offered, sold, resold or delivered directly or indirectly inor into Australia, Canada, Japan, the Republic of Ireland, South Africa or theUnited States or any jurisdiction in which to do so is unlawful (except incompliance with applicable legislation). Not for release, publication or distribution, in whole or in part, in or into orfrom Australia, Canada, Japan or the United States of America 28 September 2005 Recommended proposal (the "Proposal") for Linton Park Plc ("Linton Park") to become a wholly-owned subsidiary of Camellia Plc ("Camellia") to be implemented by means of a Scheme of Arrangementunder section 425 of the Companies Act 1985 1. Introduction The board of Camellia and the Independent Directors of Linton Park are pleasedto announce that they have reached agreement on the terms of a recommendedproposal for Linton Park to become a wholly-owned subsidiary of Camellia by wayof the acquisition by Camellia of the remaining approximately 20.84 per cent. ofthe issued share capital of Linton Park it does not already own. This Proposalis to be implemented by way of a scheme of arrangement under section 425 of theAct. The Scheme requires the approval of Scheme Shareholders and the sanction ofthe Court. 2. Responsibility for considering the Proposal Certain Linton Park Directors are, by virtue of being directors of Camellia aswell as of Linton Park, precluded from giving advice to the IndependentShareholders on the terms of the Proposal and on the appropriate course ofaction for them to take. Consequently, the Independent Directors have takenresponsibility for considering the Proposal on behalf of the IndependentShareholders. 3. Linton Park Shareholders Camellia, which holds 15,069,999 Linton Park Shares (representing approximately79.16 per cent. of the issued share capital of Linton Park), will not beentitled to vote at the Court Meeting. Camellia will undertake to the Court tobe bound by the Scheme in respect of its holding of Linton Park Shares. Camellia Holding AG, which holds 75,000 Linton Park Shares (representingapproximately 0.39 per cent. of the issued Linton Park Shares) would be entitledto vote at the Court Meeting but has agreed not to vote. Camellia Holding AGowns approximately 54.76 per cent. of the current issued share capital ofCamellia and it is on account of this controlling shareholding in Camellia thatit is considered inappropriate for Camellia Holding AG to vote at the CourtMeeting. Camellia Holding AG will, however, if the Proposal receives thenecessary approvals, receive the same consideration on the same terms as theIndependent Shareholders. 4. The Proposal Under the Proposal, which will be subject to the conditions set out in AppendixI of this announcement, Scheme Shareholders will receive the followingconsideration: for every 16 Scheme Shares 1 New Camellia Share and 800 pence in cash and so on in proportion for any greater or lesser number of Scheme Shares held. Based on the Closing Price of 6,725 pence per Camellia Share on 27 September2005, being the last Business Day prior to the date of this announcement, theProposal values the existing issued share capital of Linton Park atapproximately £89.5 million. The Proposal represents a premium of approximately: • 6.9 per cent. to the Closing Price of 440 pence per Linton Park Share on 27 September 2005, the last Business Day prior to the date of this announcement; and • 4.2 per cent. based on the Closing Prices of Linton Park and Camellia on 6 June 2005, being the last Business Day prior to the announcement by Linton Park on 7 June 2005 of a possible merger with Camellia. Fractional entitlements to New Camellia Shares will not be allotted or issued toScheme Shareholders, but will be paid in cash pro rata to the persons entitledthereto. The cash amount for the fractional entitlements will be calculated onthe basis of the Closing Price of Camellia Shares on the Effective Date. Upon the Scheme becoming effective, the Scheme Shares will be transferred toCamellia free of all liens, charges and encumbrances together with all rights asat the Effective Date or thereafter attaching thereto including the right toreceive and retain all dividends and other distributions declared, paid or madeafter the Effective Date save that the Scheme Shareholders will remain entitledto receive the Linton Park interim dividend of 1.00 pence per Linton Park Share(which will be paid on 7 November 2005 to all Linton Park Shareholders on theregister of members on 14 October 2005). The New Camellia Shares will be issued credited as fully paid, on identicalterms to and will rank pari passu with the existing issued Camellia Shares,including the right to receive and retain all dividends and other distributionsdeclared, paid or made after the Scheme becomes effective including, for theavoidance of doubt, the right to receive Camellia's final dividend in respect ofthe year ending 31 December 2005 but excluding the interim dividend for thatyear declared on 28 September 2005. Upon the Scheme becoming effective in accordance with its terms, Camellia willissue up to 248,011 New Camellia Shares to the Scheme Shareholders on theregister of members on the Record Date, representing up to approximately 8.72per cent. of the enlarged issued share capital of Camellia. 5. Background to and reason for recommending the Proposal Having been listed on the Official List of the London Stock Exchange, LintonPark moved its listing to AIM on 18 November 1998. The Company has been closely associated with Camellia since Walter Duncan &Goodricke Limited, an indirect subsidiary of Camellia, acquired a stake in theCompany in 1976. The Camellia Group subsequently acquired further shares in theCompany and it gained control of the Company having increased its shareholdingto in excess of 50 per cent. of the issued share capital by 1993. The Companyhas been treated as a subsidiary of Camellia for some time, both in anaccounting sense and in practical terms with a number of key functions beingshared between the Camellia Group and the Linton Park Group. The relationship between the Camellia Group and the Linton Park Group has nowreached a stage where there is a commercial rationale to merge the two. Againstthis background, the Camellia Board approached the Linton Park Board with theProposal to effect such a merger by means of the Scheme. Given that a number of Linton Park Directors are also directors of Camellia orcertain of its subsidiaries, a committee of Independent Directors was formed,comprising Tom Lupton and Dr Bernard Siegfried, to consider the Proposal. In considering the Proposal, and the value that the Proposal places on LintonPark Shares, the Independent Directors have considered a number of factorsincluding, inter alia, the following: • The Proposal offers Scheme Shareholders both the short term certainty of an immediate cash payment as well as the opportunity to retain a continued interest in the Enlarged Group going forward, including a share of the cost savings, if any, that may arise from the merger; • In addition to receiving the Cash Consideration, Linton Park Shareholders will also be entitled to retain the interim dividend of 1.00 pence per Linton Park Share declared today; • The Scheme Shareholders will become shareholders in the Enlarged Group. That Enlarged Group has access to a more diversified income stream and a broader asset base than that available to Linton Park. Linton Park's business and assets are largely in the agricultural and horticultural sectors, the income from which is subject to inherent uncertainties. In addition to these sectors, Camellia also has substantial interests in the banking sector and a diverse range of investments listed on the Bermuda Stock Exchange. Scheme Shareholders will, accordingly, through their shareholding in the Enlarged Group hold an interest in a group with a more diversified risk profile than that of the Linton Park Group; • Dividend payments by Linton Park have fallen year on year for three out of the last five years, compared to annual increases in dividend payments by Camellia over the same period. There is, however, no guarantee that the level of Camellia's dividend payments will continue to increase or even be maintained at current levels; • Whilst past performance is not necessarily an indicator of future performance, the Camellia share price has outperformed that of Linton Park by approximately 62 per cent. over the last two years; • As at 6 June 2005, the day before the merger talks were announced, the Proposal valued each Linton Park Share at approximately 453 pence, a premium of approximately 4.2 per cent. to the Closing Price of Linton Park Shares on that day. In considering the level of this premium the Independent Directors have taken into account that the Proposal does not represent an offer for a controlling stake in Linton Park; and • Camellia has confirmed that the Proposal is final and will not be increased. The Independent Directors have also had regard to the opinions expressed byIndependent Shareholders since the merger talks were announced. In light of these factors, the Independent Directors consider that IndependentShareholders' interests are best served by them being afforded the opportunityto vote on the Proposal, which offers both the certainty of a partial cash exitand the opportunity to move their shareholding from that of a subsidiary whoseshares are admitted to AIM to that of the parent company with a broader incomestream and asset base, whose shares are listed on the Official List, at a ratiothat the Independent Directors believe represents a fair and reasonable value. The Independent Directors of Linton Park, who have been so advised by Teather &Greenwood, consider the Proposal to be fair and reasonable. In providing adviceto the Independent Directors of Linton Park, Teather & Greenwood has taken intoaccount the commercial assessments of the Independent Directors, Accordingly, the Independent Directors of Linton Park unanimously recommend thatIndependent Shareholders vote in favour of the Proposal at the Court Meeting, asthey intend to do in respect of their entire beneficial holdings of 5,000 LintonPark Shares representing, in aggregate, approximately 0.03 per cent. of theissued share capital of Linton Park, 6. Financial effect of the Scheme on Scheme Shareholders The following table shows, for illustrative purposes only and on the bases andassumptions set out in the notes below, the financial effects of the Proposal onthe capital value and gross income for a holder of 16 Scheme Shares if theScheme becomes effective. Notes Based on Closing Price of Linton Park Shares on: 6 June 2005 27 September 2005(a) Capital ValueValue of 1 New Camellia Share to be issued for (i) 6,450p 6,725p16 Scheme SharesCash Consideration for 16 Scheme Shares 800p 800pTotal capital value 7,250p 7,525pValue of 16 Linton Park Shares (ii) 6,960p 7,040pIncrease in capital value 290p 485pThis represents an increase of approximately 4.2 per cent. 6.9 per cent. (b) Gross IncomeGross income from Cash Consideration (iii) 34p 34pGross income from 1 New Camellia Share (iv) 88p 88pTotal gross income 122p 122pGross income from 16 Linton Park Shares (v) 80p 80pIncrease in gross income 42p 42pThis represents an increase of approximately 52.5 per cent. 52.5 per cent. (i)Based on the Closing Price of £64.50 per Camellia Share on 6 June 2005 (thelast Business Day before the announcement of preliminary discussions between theBoards of Linton Park and Camellia) and of £67.25 per Camellia Share on 27September 2005 (the last Business Day before this announcement). (ii)Based on the Closing Price of 435.00p per Linton Park Share on 6June 2005 (the last Business Day before the announcement of preliminarydiscussions between the Boards of Linton Park and Camellia) and of 440.00p perLinton Park Share on 27 September 2005 (the last Business Day before thisannouncement) (iii)The gross income from Cash Consideration is calculated on theassumption that the cash is reinvested to yield approximately 4.25 per cent. perannum, being the gross redemption yield on UK Government securities withmaturity between 1 and 5 years, as published in the Financial Times on 27September 2005, the last practicable date prior to this announcement. (iv)The gross income from 1 New Camellia Share is based on aggregatedividends of 88.00 pence per New Camellia Share, being the aggregate of theinterim and final dividend paid per Camellia Share for the year ended 31December 2004. (v)The gross income from 16 Linton Park Shares is based on aggregate dividendsof 5.00 pence per Linton Park Share, being the aggregate of the interim andfinal dividend paid per Linton Park Share for the year ended 31 December 2004. (vi)No account has been taken of any liability to taxation. 7. Irrevocable Undertakings MC Perkins and TG Lupton have signed irrevocable undertakings to vote in favourof the Scheme at the Court Meeting, in respect of their, in aggregate, 18,500Linton Park Shares, representing approximately 0.10 per cent. of the issuedshare capital of Linton Park. 8. Directors, management and employees Camellia has confirmed that, if the Scheme becomes effective, the existingemployment rights, including pension rights, of all employees of Linton Parkwill be fully safeguarded. The effect of the Scheme on the interests of the Linton Park Directors does notdiffer from its effect on the like interest of any other person. 9. Information on Linton Park The Linton Park Group is a diversified international group, the principalactivities of which are: • Agriculture and horticulture - operating tea plantations, as well as producing citrus, grapes, edible nuts, avocados and pineapples and general farming. These operations are located in Kenya, Malawi, South Africa, the US, Brazil and Chile; • Food storage and distribution - providing food storage and distribution services in the United Kingdom and importing, processing and distributing frozen and fresh seafood in the Netherlands; • Engineering - machining, fabrication and metal finishing including to the oil and gas industry, through five United Kingdom based subsidiaries; and • Pharmaceuticals - the Company holds a stake of approximately 32.3 per cent. in Siegfried Holding AG, a Swiss pharmaceuticals company involved in the development and manufacture of active pharmaceutical ingredients and dosage forms as well as herbal based remedies. For the financial year ended 31 December 2004, Linton Park reported turnover of£135.3 million (2003: £129.2 million) and a profit before tax of £3.0 million(2003: £4.8 million). Net and gross assets as at 31 December 2004 were £143.6million and £215.0 million respectively. Linton Park announced its interimresults today. For the six months ended 30 June 2005, Linton Park reportedturnover of £52.8 million and a profit before tax of £3.0 million. Net andgross assets as at 30 June 2005 were £133.4 million and £200.5 millionrespectively. 10. Information on Camellia and funding of the Proposal Camellia owns 15,069,999 Linton Park Shares representing approximately 79.16 percent. of the issued share capital of Linton Park. Linton Park is already treatedand accounted for as a subsidiary of Camellia. In addition to the Linton Parkoperations and the joint venture with Linton Park in Brazil, the key Camelliaoperations are: • Agriculture and horticulture - operating tea plantations in India and tea and rubber plantations in Bangladesh; • Banking and finance - providing, through Duncan Lawrie Limited, private banking services, investment management, trust and personal financial planning advice. Camellia also owns significant stakes in two Bangladesh-based companies involved in leasing and insurance; and • Other investments - holding of a portfolio of investments, including diverse and valuable investments listed on the Bermuda Stock Exchange, properties and a holding of manuscripts and philatelic items. Camellia Holding AG currently owns approximately 54.76 per cent. of the currentissued share capital of Camellia. It is expected that immediately following theimplementation of the Proposal it will continue to hold in excess of 50 percent. of the enlarged issued share capital of Camellia. For the financial year ended 31 December 2004, Camellia reported turnover of£178.8 million (2003: £174.7 million) and a profit before tax of £8.2 million(2003: £27.5 million). Net assets as at 31 December 2004 were £232.0 million.Camellia announced its interim results today. For the six months ended 30 June2005, Camellia reported turnover of £69.3 million and a profit before tax of£2.0 million. Net assets as at 30 June 2005 were £233.1 million. The cash element of the consideration under the Proposal, amounting toapproximately £2 million, and the fractional entitlements to New Camellia Shareswhich are to be paid in cash pro rata to the persons' entitlement thereto, is tobe provided from Camellia's existing cash resources. 11. Court Meeting The Scheme requires approval by the requisite majority of Scheme Shareholders atthe Court Meeting and the subsequent sanction of the Court. As Camellia HoldingAG would receive the same consideration on the same terms as the IndependentShareholders, Camellia Holding AG would be entitled to vote at the CourtMeeting. Camellia Holding AG has, however, agreed not to vote at the CourtMeeting for the reasons set out in paragraph 3 above. At the Court Meeting, voting will be on a poll whereby Scheme Shareholders,voting in person or by proxy, will be entitled to one vote for each Linton ParkShare held. The resolution to be proposed at that Court Meeting will be passedif a majority in number of the Scheme Shareholders, present and voting either inperson or by proxy, representing at least 75 per cent. in nominal value of theLinton Park Shares voted, vote in favour of the Scheme. Upon the Scheme becoming effective, it will be binding on all holders of SchemeShares, irrespective of whether they attended or voted at the Court Meeting. Camellia will not be entitled to vote at the Court Meeting. Camellia willundertake to the Court to be bound by the Scheme in respect of Linton ParkShares held by it. 12. Conditions of the Scheme The Proposal is conditional upon the Scheme becoming effective. Implementationof the Scheme is subject to, and conditional upon, inter alia: • approval of the Scheme by a majority in number of the Scheme Shareholders, present and voting either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted at the Court Meeting or at any adjournment thereof; • Camellia shareholders passing the resolution authorising the Camellia Board to allot the New Camellia Shares at the Camellia EGM, the notice of which will be contained in the Camellia Circular; • permission being granted for the New Camellia Shares to be admitted to the Official List and to trading on the London Stock Exchange's market for listed securities and such permission not being withdrawn; and • the Scheme being sanctioned by the Court, with or without modification as provided for in the Scheme, and an office copy of the order of the Court being delivered for registration to the Registrar of Companies in England and Wales not later than 31 January 2006, or such later date as Linton Park and Camellia may agree and the Court may allow. Further details of the terms and conditions of the Scheme are set out inAppendix I of this announcement. If the Scheme does not become effective on or before 31 January 2006, or suchlater date as Linton Park and Camellia may agree and the Court may approve, itwill lapse, and the Scheme will not proceed. 13. Cancellation of admission of Linton Park Shares to trading on AIM Linton Park Shareholders should note that the London Stock Exchange will berequested to cancel the admission of Linton Park Shares to trading on AIM witheffect from the close of business on the Effective Date. Upon the Schemebecoming effective, certificates for Scheme Shares will cease to be of value andshould, if so requested by Linton Park, be sent to Linton Park for cancellation.It is proposed that the Record Date will be the last date for dealings in LintonPark Shares on AIM. On or shortly after the Effective Date, the Scheme Shareswill, pursuant to the Scheme, be transferred to Camellia or its nominee. 14. Camellia EGM The Camellia Board will post a circular to Camellia Shareholders shortly,convening the Camellia EGM, to be held at 10.30 a.m. on 31 October 2005 at TheGoring Hotel, Beeston Place, Grosvenor Gardens, London SW1W 0JW. At theCamellia EGM the Camellia Directors will seek authority to allot up to 248,011New Camellia Shares in connection with the Proposal. In addition, a resolutionwill be proposed in connection with amendments to the current Articles ofAssociation of Camellia. It is the view of the Camellia Directors that the Proposal is in the bestinterests of Camellia and the Camellia Shareholders for the following reasons: • The Proposal will unify the operating structure of the Camellia Group and the Linton Park Group under a single board, simplifying the administration of the Camellia Group; • The Camellia Directors believe that certain cost savings should, in due course, arise from the successful implementation of the Proposal. These include the avoidance of duplicated administration costs and public company related expenditure, such as additional professional fees and AIM listing fees; • The Proposal will enlarge the shareholder base of Camellia and this is expected to lead to an increased marketability and liquidity of the Camellia Shares; and • Following the implementation of the Proposal, Camellia would receive 100 per cent. of any dividends paid by Linton Park. The Proposal values the minority interests in Linton Park at approximately £18.7million based on the Closing Price of Camellia Shares on 27 September 2005. TheCamellia Board unanimously recommends that Camellia Shareholders vote in favourof the resolutions which will be proposed at the Camellia EGM, as they intend todo in respect of their own beneficial holdings, which amount, in aggregate, to900 Camellia Shares representing approximately 0.03 per cent. of the issuedCamellia Shares. Camellia Holding AG has confirmed to Camellia that it intends to vote in favourof the resolutions to be proposed at the Camellia EGM. 15. Listing of New Camellia Shares Applications will be made to the UKLA for the New Camellia Shares to be admittedto the Official List and to the London Stock Exchange for the New CamelliaShares to be admitted to trading on the London Stock Exchange's market forlisted securities. It is expected that admission of the New Camellia Shares tothe Official List will become effective from, and dealings for normal settlementin the New Camellia Shares will commence on the London Stock Exchange, as soonas reasonably practicable after the Effective Date. Application will also be made to list the New Camellia Shares on the LuxembourgStock Exchange and it is expected that dealings in the New Camellia Shares onthe Luxembourg Stock Exchange will commence as soon as reasonably practicableafter the Effective Date. 16. Disclosure of interest As at 27 September 2005, being the latest practicable date prior to thisannouncement, Camellia and persons acting in concert, or deemed to be acting inconcert, with Camellia own or control 15,321,101 Linton Park Shares as follows: Camellia 15,069,999 Camellia Holding AG 75,000 Dunlaw Nominees Limited (1) 161,930 DDY Nominees Limited (1) 672 Malcolm Perkins 13,500 (1) Both companies are subsidiaries of Camellia and hold these Linton ParkShares as nominees on a non-discretionary basis on behalf of their respectiveclients. Save as disclosed in this announcement, neither Camellia nor, as far as Camelliais aware, any person acting in concert with Camellia owns or controls any LintonPark Shares or options to acquire Linton Park Shares or derivatives referencedto any such shares. 17. General The conditions to, and certain further terms, of the Proposal are set out inAppendix I of this announcement. The full terms of the Proposal will be set outin the Scheme Document. The Scheme Document will be despatched to Linton ParkShareholders and, for information only, to Camellia Shareholders as soon aspracticable. This announcement does not constitute an offer or an invitation to purchase, orthe solicitation of an offer to sell, any securities. 18. Sources of information and basis of calculation Unless otherwise stated, financial information concerning Linton Park andCamellia has been extracted without material adjustment from the publishedannual reports and accounts and interim statements of the relevant group for therelevant period. The value placed by the Proposal on the existing issued share capital of LintonPark has been calculated using the total number of 19,038,167 Linton Park Sharesin issue on 27 September 2005 (being the latest practicable date prior to thisannouncement). Enquiries: Linton ParkTom Lupton 01622 746655 CamelliaMalcolm Perkins 01622 746655 Teather & Greenwood (adviser to Linton Park)Jeff Keating 020 7426 9000Sindre Ottesen KPMG Corporate Finance (adviser to Camellia)Tom Franks 020 7311 1000Susan Walker Teather & Greenwood Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for LintonPark and for no one else in relation to the Proposal and will not be responsibleto anyone other than Linton Park for providing the protections afforded toclients of Teather & Greenwood Limited or for giving advice in relation to theProposal, the contents of this announcement or any other arrangement or matterreferred to herein. KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulatedin the United Kingdom by the Financial Services Authority for investmentbusiness activities, is acting exclusively as financial adviser for Camellia inrelation to the Proposal and is not acting for any other person in relation tosuch Proposal and will not be responsible to anyone other than Camellia foradvice in relation to the contents of this announcement, or the Proposal or anyarrangement referred to herein. The Proposal will not be made, directly or indirectly, in, into or fromAustralia, Canada, Japan, the Republic of Ireland, South Africa or the UnitedStates. Accordingly, the Scheme Document or accompanying documents (or any copythereof) will not be, and must not be, mailed or otherwise forwarded,distributed or sent in, into or from Australia, Canada, Japan, the Republic ofIreland, South Africa or the United States. All Linton Park Shareholders orother persons (including nominees, trustees and custodians) who would otherwiseintend to, or may have a contractual or legal obligation to, forward the SchemeDocument and accompanying documents to any jurisdiction outside the UnitedKingdom should refrain from doing so and seek appropriate professional advicebefore taking any action. Neither the United States Securities and ExchangeCommission nor any State Securities Commission has reviewed, approved ordisapproved of the Scheme or the Proposal described herein. The New Camellia Shares to be issued pursuant to the Proposal have not been andwill not be registered under the United States Securities Act of 1933 (asamended). Furthermore the New Camellia Shares have not been and will not beregistered under any of the relevant securities laws of Australia, Canada,Japan, the Republic of Ireland or South Africa. Accordingly the New CamelliaShares may not be offered, sold, resold or delivered directly or indirectly inor into Australia, Canada, Japan, the Republic of Ireland, South Africa or theUnited States or any jurisdiction in which to do so is unlawful (except incompliance with applicable legislation). APPENDIX I CONDITIONS TO THE IMPLEMENTATION OF THE PROPOSAL AND THE SCHEME The Proposal will be conditional upon the Scheme becoming unconditional andbecoming effective by not later than 31 January 2006, or such later date asLinton Park and Camellia may agree and the Court may approve. 1. The Scheme is conditional upon: (a)approval by a majority in number representing at least 75 per cent. in valueof the holders of Scheme Shares present and voting, either in person or byproxy, at the Court Meeting or at any adjournment thereof; (b)the resolution set out in the notice convening the Camellia EGM to authorisethe Camellia Directors to allot the New Camellia Shares being passed at theCamellia EGM; (c)permission being granted for the New Camellia Shares to be admitted tolisting on the Official List and to dealing on the London Stock Exchange'smarket for listed securities and such permission not being withdrawn; and (d)sanction (with or without modification) of the Scheme by order of the Court(the ''Court Sanction'') and an office copy of the Court Order being deliveredto the Registrar of Companies in England and Wales. 2. Linton Park and Camellia have agreed that, subject as stated in paragraph 3below, the Court Sanction will only be sought if: (a)all authorisations, orders, grants, recognitions, confirmations, consents,clearances, certificates, licences, permissions and approvals necessary orreasonably considered by Camellia to be appropriate for, or in respect of, theProposal and the implementation of the Scheme have been obtained, in terms andin a form reasonably satisfactory to Camellia and, where the absence of anythereof would, in the reasonable opinion of Camellia, have a material adverseeffect on the Enlarged Group taken as a whole, these remain in full force andeffect, and no intimation of an intention to revoke or not renew any of these isreceived, and all necessary filings have been made and all necessary waitingperiods (including any extensions thereof) under any applicable legislation orregulation of any jurisdiction have expired or have been terminated (asappropriate) and all necessary statutory and regulatory obligations inconnection with the Proposal in any jurisdiction have been complied with; (b)no government or governmental, quasi-governmental, supranational, statutoryor regulatory body, central bank, trade agency, association, institution orprofessional or environmental body or any court or any other similar person orbody in any jurisdiction (each an ''Authority'') has taken, instituted,implemented or threatened prior to the Hearing Record Time any action,proceeding, suit, investigation or enquiry, or enacted, made or proposed anystatute, regulation or order, or taken any other step that would or might in anyrespect which would be material to the Enlarged Group taken as whole: (A)require the divestiture by any member of the Enlarged Group of all or anyportion of its businesses, assets or properties; (B)impose any limitation on the ability of any of them to conduct theirrespective businesses or to own their respective assets or properties; or (C)that would or might make the Proposal or the Scheme, or their respectiveimplementation, void or unenforceable in any jurisdiction; and (c)except as publicly announced by Linton Park prior to 27 September 2005through a Regulatory Information Service or fairly disclosed in writing toCamellia prior to 27 September 2005 and save as disclosed in the annual reportand accounts of Linton Park for the financial year ended 31 December 2004, since31 December 2004: (i) there having been no material adverse change or deterioration inthe business, assets, financial or trading position or profits or prospects ofthe Linton Park Group taken as a whole; (ii) no litigation, arbitration proceedings, prosecution or other legalproceedings to which any member of the Linton Park Group is or may become aparty (whether as claimant or defendant or otherwise), and no material enquiryor investigation by or complaint or reference to any government or governmental,quasi-governmental, supranational, statutory, regulatory or investigative body,authority, court, trade agency, association or institution or professional orenvironmental body or any other similar person or body whatsoever in anyrelevant jurisdiction, against or in respect of any member of the Linton ParkGroup, having been threatened, announced or instituted or remaining outstandingby, against or in respect of any member of the Linton Park Group; and (iii) no contingent or other liability having arisen or become apparent orincreased which might be likely in either case to have a material adverse effecton the Linton Park Group taken as a whole. 3. For the purposes of the conditions in paragraph 2.2(a), (b) and (c) of thisAppendix I, such conditions shall be deemed satisfied at the Hearing Record Timeunless prior notice that it has not been satisfied has been given by Camellia toLinton Park. Camellia reserves the right in its absolute discretion, to waive all or any ofthe conditions contained in paragraph 2 of this Appendix I, in whole or in part. Except with the Panel's consent, Camellia will not invoke any of the conditionsin paragraph 2 above so as to prevent Court Sanction from being sought unlessthe circumstances which give rise to the right to invoke the relevant conditionsare of material significance to Camellia in the context of the Proposal. APPENDIX II DEALING DISCLOSURE REQUIREMENTS Under the provisions of Rule 8.3 of the Code, any person who, alone or actingtogether with any other person(s) pursuant to an agreement or understanding(whether formal or informal) to acquire or control relevant securities of LintonPark owns or controls, or becomes the owner or controller, directly orindirectly, of one per cent. or more of any class of securities of Linton Parkis required to disclose, by not later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction, dealings insuch securities of that company (or in any option in respect of, or derivativereferenced to, any such securities) during the period to the date on which theoffer becomes or is declared unconditional as to acceptances or lapses or isotherwise withdrawn. Under the provisions of Rule 8.1 of the Code, all dealings in relevantsecurities of Linton Park by any of its respective "associates" (within themeaning of the Code) must also be disclosed. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013. APPENDIX III RESPONSIBILITY STATEMENTS a) The Linton Park Directors, accept responsibility for the informationcontained in this announcement other than that relating to the Camellia Group,the Camellia Directors and their immediate families, and other than therecommendation and associated opinions of the Independent Directors expressed inthis announcement, for which the Independent Directors alone acceptresponsibility as referred to in paragraph (c) below. To the best of theknowledge and belief of the Linton Park Directors (who have taken all reasonablecare to ensure that such is the case), the information in this announcement forwhich they take responsibility is in accordance with the facts and does not omitanything likely to affect the import of such information. (b) The Camellia Directors accept responsibility for the information containedin this announcement relating to the Camellia Group, the Camellia Directors andtheir immediate families and for their recommendation to Camellia Shareholdersand associated opinions contained in this announcement. To the best of theknowledge and belief of the Camellia Directors (who have taken all reasonablecare to ensure that such is the case), the information in this announcement forwhich they take responsibility is in accordance with the facts and does not omitanything likely to affect the import of such information. (c) The Independent Directors accept responsibility for the recommendation andassociated opinions contained in this announcement. To the best of the knowledgeand belief of the Independent Directors (who have taken all reasonable care toensure that such is the case), the information contained in this announcementfor which they take responsibility is in accordance with facts and does not omitanything likely to affect the import of such information. APPENDIX IV DEFINITIONS In this announcement, unless the context otherwise requires, the followingexpressions have the following meanings: ''Act'' the Companies Act 1985, as amended''Admission'' admission of the New Camellia Shares to the Official List and to trading on the London Stock Exchange's market for listed securities''AIM'' the market by that name operated by the London Stock Exchange''associated undertaking'' to be construed in accordance with the Act (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A thereof)''Australia'' the Commonwealth of Australia, its states, possessions and territories and all areas subject to its jurisdiction and any political sub-division thereof''Business Day'' a day (other than a Saturday, Sunday or public holidays) when banks are generally open for business in London''Camellia'' Camellia Plc, a company registered in England and Wales under company number 29559 and having its registered office at Linton Park, Linton, Near Maidstone, Kent ME17 4AB''Camellia Board'' or ''Camellia the directors of Camellia Directors''''Camellia Circular'' the circular to be sent by Camellia to its shareholders in connection with the Proposal and incorporating the notice of the Camellia EGM''Camellia EGM'' the extraordinary general meeting of Camellia convened for 10.30 a.m. on 31 October 2005 (including any adjournment thereof), notice of which will be set out in the Camellia Circular''Camellia Group'' Camellia and its subsidiary undertakings (excluding the Linton Park Group)''Camellia Shares'' the ordinary shares of 10 pence each in the capital of Camellia''Canada'' Canada, its possessions, provinces and territories and all areas subject to its jurisdiction and any political sub-division thereof''Cash Consideration'' 800 pence in respect of each 16 Scheme Shares held at 6.00 p.m. on the Record Date and so in proportion for any greater or lesser number of Scheme Shares so held''Closing Price'' the closing middle market quotation as derived from the Daily Official List''Code'' The City Code on Takeovers and Mergers''Court'' the High Court of Justice in England and Wales''Court Meeting'' the meeting of the Scheme Shareholders to consider the Scheme convened pursuant to an order of the Court under section 425 of the Act to be held at 10.00 a.m. on 31 October 2005 (including any adjournment thereof)''Court Order'' the order of the Court sanctioning the Scheme''Daily Official List'' the Daily Official List of the London Stock Exchange''Effective Date'' the date on which the Scheme becomes effective in accordance with its terms''Enlarged Group'' the combined Camellia Group and Linton Park Group''Excluded Linton Park Shares'' the 15,069,999 Linton Park Shares registered in the name of Camellia''Explanatory Statement'' the explanatory statement from Teather & Greenwood prepared in compliance with section 426 of the Act to be set out in the Scheme Document''Form of Proxy'' the form of proxy for use at the Court Meeting''Hearing'' the hearing by the Court of the petition to sanction the Scheme under section 425 of the Act and grant the Court Order''Hearing Date'' the date of the Hearing''Hearing Record Time'' 6.00 p.m. on the Business Day immediately preceding the Hearing Date''holder'' a registered holder including any person entitled by transmission''Independent Directors'' Thomas G. Lupton and Bernard A. Siegfried''Independent Shareholders'' Scheme Shareholders other than Camellia Holding AG''Japan'' Japan, its cities, prefectures, possessions and territories and all other areas subject to its jurisdiction and any political sub-division thereof''Linton Park'' or the '' Linton Park PlcCompany''''Linton Park Board'' or '' the directors of Linton ParkLinton Park Directors''''Linton Park Group'' or the '' Linton Park and its subsidiary undertakingsGroup''''Linton Park Shareholders'' holders of Linton Park Shares''Linton Park Shares'' ordinary shares of 50 pence each in the capital of Linton Park''London Stock Exchange'' London Stock Exchange plc''New Camellia Shares'' the new Camellia Shares to be issued, credited as fully paid, pursuant to the Scheme''Official List'' the official list maintained by the UKLA pursuant to Part VI of the Financial Services and Markets Act 2000''Panel'' The Panel on Takeovers and Mergers''Proposal'' the proposal set out in the Scheme Document, summarised in this announcement, for Linton Park to become a wholly-owned subsidiary of Camellia by way of the acquisition by Camellia of all the issued ordinary share capital of Linton Park not already owned by Camellia, to be implemented by means of the Scheme''Record Date'' the last Business Day immediately prior to the Effective Date''Regulatory Information has the meaning given to that expression in the Listing Rules Service''''Scheme'' the proposed scheme of arrangement under section 425 of the Act between (i) Linton Park, (ii) the Scheme Shareholders and (iii) Camellia, which has been summarised in this announcement and the full details of which will be set out in the Scheme Document in its original form, or with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Linton Park and Camellia''Scheme Document'' the formal scheme document to be posted by Linton Park to the holders of Linton Park Shares, other than Camellia, appearing on the register of members on the day before the date of that document, setting out the terms and conditions of the Proposal and the Scheme and including an explanatory statement under section 426 of the Act''Scheme Shareholders'' holders of Scheme Shares''Scheme Shares'' the Linton Park Shares other than the Excluded Linton Park Shares: (i) in issue at the date of this document; (ii)(if any) issued after the date of this document and prior to the Voting Record Time; and (iii) (if any) issued on or after the Voting Record Time and prior to the Hearing Record Time either on terms that the original or any subsequent holder thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme ''Subsidiary'', ''Subsidiary have the meanings given to them in the Act, ''associated undertakings''Undertaking'', ''Associated also being referred to as ''associates''Undertaking'' and ''Undertaking''''Teather & Greenwood'' Teather & Greenwood Limited''UKLA'' the UK Listing Authority, a division of the Financial Services Authority, acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000''United Kingdom'' or ''UK'' the United Kingdom of Great Britain and Northern Ireland''United States'' or ''US'' the United States of America, its territories and possessions, any state of the United States and the District of Columbia All times referred to in this announcement are references to London time. 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