22 Jan 2009 07:00
22 January 2009
Crawshaw Group plc ("Crawshaw" or the "Company")
Proposals for
Conversion of £1 million of Loan Notes into Ordinary Shares
Approval of waivers of Rule 9 of the Takeover Code
Approval of authorities to allot Ordinary Shares
Approval of authority to re-purchase Ordinary Shares
The board of Crawshaw today announces that it proposes to convert £1 million of Loan Notes currently owed by the Company to Loan Note Holders into Ordinary Shares by way of the issuance of 5,882,353 Conversion Shares to the Loan Note Holders.
It is expected that the Company will post a circular to Shareholders today with details of the Proposals and giving notice of the General Meeting, which is expected to be held on 10 February 2009.
Philip Kanas, Independent Non-Executive Director, said:
"The board of Crawshaw has determined that it would be prudent to reduce its dependency on bank borrowings to provide the Group with greater financial flexibility in the future. To achieve this, the Board proposes to reduce the extent of the Group's liability to the holders of loan notes by way of the issuance of shares in the Company."
| For further information contact: | |
| | |
| Crawshaw Group plc | 07836 250474 |
| Richard Rose | |
| | |
| Investec Investment Banking | 0207 597 5970 |
| Martin Smith/Duncan Williamson | |
Crawshaw Group plc ("Crawshaw" or the "Company")
Proposals for
Conversion of £1 million of Loan Notes into Ordinary Shares
Approval of waivers of Rule 9 of the Takeover Code
Approval of authorities to allot Ordinary Shares
Approval of authority to re-purchase Ordinary Shares
The board of Crawshaw today announces that it proposes to convert £1 million of Loan Notes currently owed by the Company to the Loan Note Holders under the terms of the Loan Note Instruments into Ordinary Shares by way of the issuance of 5,882,353 Conversion Shares to the Loan Note Holders. The conversion price is 17 pence, being the mid market quotation of the Ordinary Shares at the close of business on 21 January 2009. The reasons for the proposed Conversion are set out below.
The existing Shareholder authority for the disapplication of pre-emption rights which was approved by Shareholders at the general meeting on 10 April 2008 is not sufficient to permit the non pre-emptive issuance of the Conversion Shares. Consequently, the issuance of the Conversion Shares is subject to a fresh Shareholder approval sufficient to permit the disapplication of the pre-emption rights for the issuance of the Conversion Shares. The Company is also taking this opportunity to seek Shareholder approval authorising the allotment of Ordinary Shares in substitution for the existing authority.
All Loan Note Holders are members of the Concert Party who are deemed to be acting in concert with each other. As at the date of this announcement, the Concert Party is interested in approximately 39.3 per cent. of the Issued Share Capital. Following the Conversion the Concert Party will, assuming no further Ordinary Shares are issued, be interested in approximately 46.06 per cent. of the Enlarged Issued Share Capital. If, in addition, all the Concert Party Options were exercised in full the Concert Party Members would hold in aggregate approximately 46.83 per cent. of the then enlarged issued share capital. Further, if the Company buys back the maximum number of Ordinary Shares from the Independent Shareholders pursuant to the Buy-Back Authority then the Concert Party would between them be interested in 51.33 per cent. of the Company's then issued share capital. The Takeover Panel has agreed, however, to waive the obligation to make a general offer that would arise on the part of the Concert Party Members, either collectively or individually, as a result of either the Conversion or the implementation of the Buy-Back Authority, subject to the appropriate resolutions being passed on a poll by the Independent Shareholders. Further details are set out below.
Kevin Boyd and Colin Crawshaw are each Loan Note Holders and also Directors, whilst Richard Rose, Chairman of the Company, controls Electro Switch which is also a Loan Note Holder. For these reasons the Conversion is classified as a related party transaction under the AIM Rules for Companies. In addition, for the same reasons, the Conversion will require the approval of Shareholders pursuant to section 190 of the 2006 Act.
The Conversion Shares will be issued credited as fully paid and will rank pari passu with the Company's existing Ordinary Shares (including the right to receive all dividends or other distributions declared, made or paid thereon). It is expected that, should the relevant approvals be obtained at the General Meeting, the Conversion Shares will be admitted to trading on AIM on 11 February 2009.
The Independent Director, having been so advised by Investec, believes that the Proposals are in the best interests of the Company and the Shareholders and are fair and reasonable as far as the Independent Shareholders as a whole are concerned. In providing advice to the Independent Director, Investec has taken into account the Independent Director's commercial assessments.
A General Meeting of the Company is expected to be held on 10 February 2009 at which the resolutions necessary to implement the Proposals will be proposed.
Trading Update and Reasons for the Conversion
The Company is the holding company for the Subsidiaries. The Group runs a chain of meat focused retail food stores currently operating from 17 retail outlets. The Group also operates two processing and distribution centres which provide meat products to the retail outlets. The retail outlets are all situated in Yorkshire, Lincolnshire, Nottinghamshire, Derbyshire and Humberside. The processing and distribution centres are located in Grimsby and Rotherham.
Four of the retail outlets referred to above have been opened since Re-Admission on 11 April 2008. These new outlets are collectively trading well, cash generative and making a profitable contribution to the Group.
The Group is in the process of re-branding a majority of the retail outlets which the Group operated prior to Re-Admission. So far, five of these outlets have been re-branded and each has shown a meaningful increase in sales following the re-branding exercise. It is anticipated that the re-branding of the remaining outlets will be completed during the first quarter of 2009.
The Group is in the process of opening a further two retail outlets within the region. The first of these, situated in Huddersfield, is currently anticipated to open on 24 January 2009. The remaining outlet is currently scheduled to open by the end of March 2009. The Group is benefiting from the growth of value based retailing and Group like-for-like sales have continued to show a satisfactory rise over the last year.
The Group is profitable and cash generative and is trading in line with the Board's expectations. The Directors have identified good opportunities to open additional retail outlets and further expand the Business, however the Directors are also mindful of the current global economic situation and in particular the effect it is having on the willingness of UK banks to lend capital and of the higher costs and restrictions associated with borrowing.
On 14 October 2008, the Group reported its interim results for the six months ended 31 July 2008. At 31 July 2008, the Group reported cash of approximately £1.9 million, total interest bearing loans and borrowings of approximately £3.8 million and gross assets of £13.3 million. In line with the Group's stated expansion strategy, as outlined in the Re-Admission Document, cash has since been utilised on the opening of new retail outlets and on the repayment of a proportion of the Loan Notes. As a result the debt position as at 31 December 2008 was approximately £3.12 million consisting of a total outstanding Loan Note balance of approximately £2.28 million (including accrued but unpaid interest to such date) and £840,000 related to mortgages secured on the Group's distribution centre in Grimsby and a store in Hull. Since 31 December 2008, the Group has drawn down £500,000 under the terms of the RBS revolving credit facility.
The current economic climate has generally led to higher costs and restrictions associated with borrowing. The Board has therefore decided it would be prudent to reduce the Group's dependency on bank borrowings to provide the Group with greater financial flexibility in the future. To achieve this, the Board proposes to reduce the extent of the Group's liability to the Loan Note Holders by effecting the Conversion of the Conversion Sum by way of the issuance of the Conversion Shares to the Loan Note Holders.
Further details regarding the Conversion and the Group's current banking facilities are set out below.
Conversion
Subject to the passing of the Resolutions and the approval of Loan Note Holders, Crawshaw Holdings proposes to convert the Conversion Sum, being a proportion of the existing aggregate principal sum of £2,252,018 due to the Loan Note Holders under the terms of the Loan Note Instruments. Each Loan Note Holder has agreed to convert a proportion of the total sum due to him under the terms of the Loan Note Instruments (in each case being the "Individual Conversion Amount"), with the aggregate of the Individual Conversion Amounts equating to £1 million. The number of Conversion Shares to be issued by the Company to each Loan Note Holder will be calculated by dividing such Loan Note Holder's Individual Conversion Amount by the Conversion Price, and rounding to the nearest whole Ordinary Share.
At present the Loan Note Instruments do not permit the conversion of sums due under the Loan Note Instruments by way of the issuance of Ordinary Shares and consequently, the Conversion is subject to the approval of the Loan Note Holders and Crawshaw Holdings to the necessary amendments to the Loan Note Instruments. Such approval will be conditional upon the passing of the relevant resolutions at the General Meeting.
As Conversion is a cashless exercise, the Group is not dependent on any financing arrangements from third parties to effect Conversion.
On the assumption that Conversion takes place, in accordance with the terms of the Loan Note Instruments (as amended and restated) the principal sum of £602,017.50 due under the Loan Note Instruments will be repaid to Loan Note Holders in cash on 2 February 2009. The remainder of the principal sum due under the Loan Note Instruments (being £650,000) will be repaid to Loan Note Holders in cash on 30 June 2009.
Authority to re-purchase Ordinary Shares
The Board also proposes to seek Shareholder approval to empower the Company to make market purchases of up to approximately 10 per cent. of the issued share capital of the Company in the future. If approved by Shareholders, such authority would be exercisable until 18 months after the date of the General Meeting. The maximum price payable for the purchase by the Company of Ordinary Shares will be limited to 5 per cent. above the average of the middle market quotations of such shares, as derived from the Daily Official List of the London Stock Exchange, for the five business days prior to the purchase. The minimum price payable by the Company for the purchase of Ordinary Shares will be 5p per share (being the amount equal to the nominal value of an Ordinary Share).
The Directors would use the share purchase authority with discretion and purchases would only be made from the Company's distributable reserves not required for other purposes and in the light of market conditions prevailing at the time. In reaching a decision to purchase Ordinary Shares, the Directors would take into account the Company's cash resources and capital and the effect of such purchases on the Company's business and would only make market purchases if satisfied that they would increase earnings per Ordinary Share and be in the interests of Shareholder generally. No announcement will be made by the Company in advance of market purchases, but any purchases made by the Company would be announced by 7.30 a.m. on the business day following the transaction.
The Board and Key Employees
Richard Rose is Chairman of the Company, whilst Kevin Boyd, Andrew Richardson and Colin Crawshaw are Managing Director, Finance Director and Buying Director of the Group respectively. Philip Kanas is the sole independent non-executive director of the Company.
The details of the Directors and key members of the Group's management team are set out below:
Directors
Richard Rose, Chairman (Age: 52)
Richard Rose was formerly Chief Executive of Whittard of Chelsea plc ("Whittard"), a multi-site retailer of tea and coffee. He joined Whittard in 2001 following a reported loss before taxation of approximately £3.0 million in the year to 31 May 2001. He led a significant recovery in profits - Whittard reported a profit before taxation of £2.4 million in the year ended 31 May 2005. The share price of Whittard increased by approximately 274 per cent. between his appointment on 13 September 2001 and 10 January 2006 when the business was sold to Baugur.
Previously he was a director of Hagemeyer (UK) Limited, a distributor of professional products and services with sales in the UK approaching £1 billion. Prior to that he had been CEO of WF Electrical plc, a fully listed company, where he created a substantial increase in shareholder value. Hagemeyer purchased WF Electrical plc in 2000 for approximately £100 million. He was also non-executive Chairman of AC Electrical Holdings Limited ("AC") where he led a successful growth strategy resulting in a very substantial increase in shareholder value. AC was sold to Wolseley in 2006.
Richard was asked to become Chairman of Blueheath plc, a small AIM quoted loss making grocery wholesaler, by a major shareholder in 2006. In 2007 Booker, the UK's largest food cash and carry business was acquired by Blueheath through a reverse takeover creating a significant increase in shareholder value. The business was re-named Booker Group plc and he remains Chairman. Booker reported sales of approximately £3.1 billion and profit before tax of approximately £36.2 million in the 52 weeks to 28 March 2008.
He is also Chairman of Kiotech International plc and Toumaz Inc, two AIM quoted businesses. Both these businesses have been built by acquiring larger, more established businesses. Richard is also Chairman of DRL Ltd, an internet retailer of domestic appliances. In January 2009, Richard was appointed Chairman of Helphire Group plc (a company whose shares are traded on the main market of the London Stock Exchange) which is UK's market leader in the provision of accident assistance to drivers involved in road traffic accidents.
Richard Rose was appointed Chairman of Crawshaw Holdings in April 2007.
Richard Rose became non-executive Chairman of the Company on 1 September 2006 (at such time being called Felix Group Plc). In April 2008, Crawshaw Holdings was acquired by the Company through a reverse takeover as a result of which the Company was renamed Crawshaw Group Plc.
Kevin Boyd, Managing Director (Age: 40)
Kevin joined Crawshaw Butchers in 1990 and worked his way through various roles in the business moving from being appointed shop manager in 1993, to Operations Director by 2003. Kevin was promoted to Managing Director of Crawshaw Holdings in April 2007. Following the Acquisition Kevin was appointed as Managing Director of the Company.
Andrew Richardson, Finance Director (Age: 40)
Andrew is Finance Director of the Company and joined the business in July 2007. Andrew is a FCCA, having qualified at RMT Accounting Solutions Limited, a large independent practice in the North East of England in 1997. From January 2005 to July 2007, he was Finance Director of Toms Group of Companies Limited, a multi site 5 star Hotel Spa and Restaurant chain based in the North of England.
From January 1999 to March 2004, Andrew was Finance Director at Spark Response Limited, an outsourced multi-channel customer contact centre and fulfilment house. During this time, the business was established as a leading provider of outsourced multi channel services with leading blue chip clients such as B&Q, Powergen and Kimberly Clark.
Colin Crawshaw, Buying Director (Age: 50)
Colin has spent his entire working career in the butchery business. Colin established Crawshaw Butchers in 1989 and is currently Buying Director of the Company. He has responsibility for buying and liaising with factory managers.
Colin was responsible for the acquisition of ten retail outlets from David Jenkins Meats Limited in 2000 and a further six outlets between 2001 and 2006. Colin disposed of part of his interest in Crawshaw Butchers when the company was acquired by Crawshaw Holdings in April 2007.
Philip Kanas, Non-Executive Director (Age:73)
Philip Kanas is a chartered accountant who, until 1998, had been a partner in a number of firms of Chartered Accountants. Since 1999, he has acted as a business consultant and also holds a number of non-executive directorships including Pine Ventures Plc and Sterling Green Group Plc.
Key Employees
Other key members of the Group's management team are as follows:
Russell Davies, Regional Director (Age: 37)
Russell joined Crawshaw Butchers in 1990 and has progressed through roles as butcher, store manager and area manager to his current position as Regional Director for the Group. Russell is jointly responsible with Martin Wilson for supporting new store openings.
Martin Wilson, Regional Director (Age: 32)
Martin joined Crawshaw Butchers in 2000. Martin progressed through roles as shop manager and area manager to his current position as Regional Director for the Group. Martin is jointly responsible with Russell Davies for supporting new store openings.
City Code on Takeovers and Mergers
The Proposals give rise to certain considerations under the Takeover Code. Brief details of the Takeover Panel, the Takeover Code and the protections they afford are described below.
The Takeover Code is issued and administered by the Takeover Panel. The Takeover Code applies to all takeover and merger transactions, however effected, where the offeree company is, inter alia, a listed or unlisted public company with its place of central management and control in the United Kingdom. The Company is such a company and its shareholders are entitled to the protection afforded by the Takeover Code.
Under Rule 9 of the Takeover Code, any person who acquires an interest (as defined in the Takeover Code) in shares which, taken together with shares in which he is already interested and in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code is normally required to make a general offer to all the remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of the company but does not hold shares carrying more than 50 per cent. of such voting rights, a general offer will normally be required if a further interest in shares is acquired by any such person, or any person acting in concert with him.
Under Rule 37 of the Takeover Code, when a company purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purposes of the Takeover Code.
An offer under Rule 9 must be made in cash and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer.
For the purposes of the Takeover Code, a concert party arises where persons acting in concert pursuant to an agreement or understanding (whether formal or informal) actively co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. Control for the purposes of the Takeover Code is defined as an interest, or interests, in shares carrying in aggregate 30 per cent. or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control.
The Concert Party Members are Richard Rose, Colin Crawshaw, Kevin Boyd, Andrew Richardson, Russell Davies, Martin Wilson, John Kelly, the Lennard Harvey Rose Settlement and Electro Switch. All Concert Party Members with the exception of the Lennard Harvey Rose Settlement and Electro Switch were directors and/or employees of Crawshaw Holdings prior to the Acquisition. Richard Rose is the sole trustee of the Lennard Harvey Rose Settlement, the sole beneficiary of which is Jessica Rose, a daughter of Richard Rose. Electro Switch Limited is a company controlled by Richard Rose. The Concert Party Members have agreed with the Company that they are acting in concert for the purposes of the Takeover Code. Investec, acting as the Rule 3 adviser, has agreed with this approach.
The members of the Concert Party are currently interested in 18,327,453 Ordinary Shares, representing 39.3 per cent. of the Company's Issued Share Capital. Assuming exercise in full of the Concert Party Options (which received a waiver from the Takeover Panel at the date of Re-Admission), the members of the Concert Party would be interested in 19,092,157 Ordinary Shares representing approximately 40.24 per cent. of the Company's enlarged issued voting share capital. Subject to certain limited circumstances, the Concert Party Options can only be exercised during the eight year period commencing on 14 April 2010.
The resolution to approve the Buy-Back Authority is not conditional on the resolutions to approve the Conversion (and vice versa). Therefore, Shareholders could possibly approve the Buy-Back Authority without also approving the Conversion (or vice versa). If Shareholders were to approve the Buy-Back Authority only, and if the Company were to repurchase the maximum number of Ordinary Shares under the Buy-Back Authority from Independent Shareholders alone, the members of the Concert Party would between them be interested in 18,327,453 Ordinary Shares representing 43.62 per cent. of the Company's then issued voting share capital. Assuming, in addition, the exercise in full by the members of the Concert Party of the Concert Party Options issued at Re-Admission (and assuming that no other person converts any convertible securities or exercises any options or any other right to subscribe for Ordinary Shares, the members of the Concert Party would be interested in 19,092,157 Ordinary Shares, representing approximately 44.63 percent. of the Company's then issued voting share capital.
If Shareholders were to approve the Conversion only, and if the Conversion were to be fully implemented, the members of the Concert Party would between them be interested in 24,209,806 Ordinary Shares representing 46.06 per cent. of the Company's enlarged issued voting share capital. Assuming, in addition, the exercise in full by the members of the Concert Party of the Concert Party Options issued at Re-Admission (and assuming that no other person converts any convertible securities or exercises any options or any other right to subscribe for Ordinary Shares), the members of the Concert Party would be interested in 24,974,510 Ordinary Shares, representing approximately 46.83 per cent. of the Company's enlarged voting share capital.
If Shareholders approve both the Conversion and the Buy-Back Authority, on completion of both the Conversion and the Company buying back the maximum number of Ordinary Shares under the Buy-Back Authority from Independent Shareholders alone, the members of the Concert Party would between them be interested in 24,209,806 Ordinary Shares representing 50.55 per cent. of the Company's enlarged issued voting share capital. Assuming, in addition, the exercise in full by the members of the Concert Party of the Concert Party Options issued at Re-Admission (and assuming that no other person converts any convertible securities or exercises any options or any other right to subscribe for Ordinary Shares), the members of the Concert Party would be interested in 24,974,510 Ordinary Shares, representing approximately 51.33 per cent. of the Company's enlarged voting share capital.
Therefore, ordinarily the issue of the Conversion Shares and/or the Company buying back Ordinary Shares under the Buy-Back Authority from Independent Shareholders would, either individually or together, trigger an obligation on the members of the Concert Party to make a general offer to the Shareholders pursuant to Rule 9 of the Takeover Code. However, the Takeover Panel has agreed to waive the obligation to make a general offer that would otherwise arise as a result of the issue of Conversion Shares to the Concert Party and/or the Company buying back Ordinary Shares under the Buy-Back Authority from Independent Shareholders, subject to such waivers being approved by Independent Shareholders at the General Meeting. Members of the Concert Party will not be entitled to vote on these resolutions.
In the event of only one of the Conversion and the Buy-Back Authority (and the associated Rule 9 waiver resolutions) being approved, the members of the Concert Party would, following completion of the Conversion or the Company buying back the maximum number of Ordinary Shares under the Buy-Back Authority from Independent Shareholders (depending upon which resolution is approved by the Independent Shareholders) and the exercise in full by the members of the Concert Party of the Concert Party Options, between them be interested in Ordinary Shares carrying more than 30 per cent. of the Company's voting share capital but would not hold Ordinary Shares carrying more than 50 per cent. of such voting rights and, any further increase in that aggregate interest in Ordinary Shares would, therefore, be subject to the provisions of Rule 9 of the Takeover Code.
In the event both the Conversion and the Buy-Back Authority (and the associated Rule 9 waiver resolutions) are approved, the members of the Concert Party would, following completion of the Conversion and of the Company buying back the maximum number of Ordinary Shares under the Buy-Back Authority from Independent Shareholders alone and of the exercise in full by the members of the Concert Party of the the Concert Party Options, between them hold more than 50 per cent. of the Company's voting share capital and, for so long as they continue to be treated as acting in concert, may accordingly increase their aggregate interests in Ordinary Shares (without incurring any further obligation under Rule 9 to make a general offer), although individual members of the Concert Party would not be able to increase their percentage interests in Ordinary Shares through or between a Rule 9 threshold without Panel consent.
On the assumption that the Proposals have been completed, then assuming the maximum number of Ordinary Shares under the Buy-Back Authority are bought back by the Company from Independent Shareholders, and Concert Party Options are exercised in full, the Concert Party Members would between them be interested in 24,974,510 Ordinary Shares which would represent 51.33 per cent. of the Company's issued share capital after exercise of the Buy Back Authority. Ordinarily, the exercise of the Buy Back Authority by the Company in the manner set out in this paragraph would trigger an obligation on the Concert Party to make a mandatory offer under Rule 9 of the Takeover Code. However, The Takeover Panel has agreed to waive this obligation to make a general offer that would otherwise arise as a result of the exercise of the Buy Back Authority by the Company in accordance with this paragraph, subject to approval on a poll by the Independent Shareholders of the Buy-Back Waiver.
Banking Facilities
The Group currently has a committed revolving credit facility of £2,500,000 with RBS to assist with the working capital requirements of the Group. As at the date of this document, the Group has drawn down £500,000 which remains outstanding under this facility.
The Group has also been granted a £840,000 property loan by RBS.
In connection with the provision of the above banking facilities, the Group has granted RBS a fixed and floating charge over all assets of the Group whilst Crawshaw Butchers has also granted legal mortgages over two properties.
The Group is in the process of renegotiating the terms of the revolving credit facility. The Directors expect the term of the facility to be extended to June 2010 and that the terms of the facility will be agreed on or before 31 January 2009.
Dealing Restrictions
The Concert Party Members (other than the Lennard Harvey Rose Settlement and Electro Switch) each undertook to the Company and Investec not to dispose of any Ordinary Shares held by them for a period of one year from the date of Re-Admission and not to dispose of any Ordinary Shares in the second year following the date of Re-Admission without Investec's prior written consent, in each case subject to certain exceptions (including pursuant to a general offer made to all Shareholders, where acceptance of the offer can be by way of execution of an irrevocable commitment). These arrangements have been made in respect of an aggregate 18,327,453 Ordinary Shares representing approximately 39.3 per cent. of the Issued Share Capital. The Company and Investec agreed that if, following Re-Admission, there was sufficient demand from institutional and other investors identified by Investec at a price acceptable to the Concert Party Members (other than the Lennard Harvey Rose Settlement and Electro Switch) then they may dispose of Ordinary Shares held by them to investors identified by Investec, however they are under no obligation to do so.
These dealing restrictions also relate to Ordinary Shares acquired by Concert Party Members (other than the Lennard Harvey Rose Settlement and Electro Switch) following Re-Admission, together with any Ordinary Shares in which such Concert Party Members are deemed interested (which in the case of Richard Rose will include Ordinary Shares issued to the Lennard Harvey Rose Settlement and Electro Switch). Consequently all Conversion Shares will be subject to the dealing restrictions referred to in the preceding paragraph.
In this announcement, the following expressions have the following meanings, unless the context requires otherwise:
| “Acquisition” | The acquisition by the Company of the entire issued share capital of Crawshaw Holdings pursuant to the Acquisition Agreement |
| “AIM” | the AIM market operated by the London Stock Exchange |
| “AIM Rules for Companies” | the rules for companies whose securities are admitted to trading on AIM as published by the London Stock Exchange from time to time |
| “Board” | the board of Directors of the Company from time to time |
| "Business" | the business conducted by the Group being that of meat focused retail |
| “Buy-Back Authority” | the authority pursuant to section 166 of the 1985 Act for the Company to make market purchases of up to 4,668,019 Ordinary Shares to be considered and, if thought fit, approved by Shareholders |
| “Buy-Back Waiver” | the waiver of the obligation to make a general offer under Rule 9 of the Takeover Code, conditional on the passing of Resolution 6 at the General Meeting, which would otherwise arise on the Concert Party Members |
| “Company” | Crawshaw Group plc, a company incorporated and registered in England and Wales with registered number 4755803 |
| “Concert Party” | together Richard Rose, Electro Switch, John Kelly, Colin Crawshaw, Kevin Boyd, Andrew Richardson, Russell Davies, Martin Wilson and the Lennard Harvey Rose Settlement (each a “Concert Party Member”) |
| “Concert Party Options” | the Options over 764,704 Ordinary Shares which have been granted to certain Concert Party Members |
| "Conversion" | means the conversion of the Conversion Sum due to the Loan Note Holders pursuant to the Loan Note Instruments at the Conversion Price into the Conversion Shares |
| "Conversion Price" | 17 pence (being the mid market quotation of the Ordinary Shares at the close of business on 21 January 2009, the day before the announcement of the Proposals) |
| "Conversion Shares" | the 5,882,353 Ordinary Shares to be issued by the Company to the Loan Note Holders pursuant to the Conversion , whereby the aggregate value of such Ordinary Shares at the Conversion Price equates to the Conversion Sum |
| "Conversion Sum" | the sum of £1,000,000 to be converted into the Conversion Shares as a result of the Conversion |
| “Crawshaw Butchers” | Crawshaw Butchers Limited, the wholly owned trading subsidiary of Crawshaw Holdings |
| “Crawshaw Holdings” | Crawshaw Holdings Limited, the holding company of Crawshaw Butchers |
| “Directors” | the board of directors of the Company as at the date of this document |
| “Group” | the Company and the Subsidiaries |
| "Electro Switch" | Electro Switch Limited, a company incorporated in England and Wales with registered number 02537229 |
| “Enlarged Issued Share Capital” | the enlarged issued share capital of the Company immediately following Conversion |
| “General Meeting” | the general meeting of the Company convened for 12.00 p.m. on 10 February 2009 at which the Resolutions will be proposed |
| “Independent Director” | Philip Kanas |
| “Independent Shareholders” | those Shareholders other than the Concert Party Members |
| “Investec” | Investec Investment Banking, a division of Investec Bank (UK) Limited |
| "Issued Share Capital" | the issued Ordinary Share capital of the Company as at the date of posting of this document, being 46,680,194 Ordinary Shares |
| "Lennard Harvey Rose Settlement" | the settlement established in respect of the grandchildren of Lennard Harvey Rose |
| "Loan Note Holders" | each of Kevin Boyd, Colin Crawshaw, Russell Davies, Martin Wilson, John Kelly and Electro Switch |
| "Loan Note Instruments" | the loan note instruments entered into by Crawshaw Holdings dated 16 April 2007 (as amended) |
| “Loan Notes” | the 5 per cent. £3,002,690 nominal value loan notes issued by Crawshaw pursuant to the terms of the Loan Note Instruments, of which £2,252,018 nominal value loan notes remain outstanding as at the date of this document |
| “London Stock Exchange” | London Stock Exchange plc |
| “Ordinary Shares” | the ordinary shares of 5p each in the capital of the Company |
| “Proposals” | the Conversion and the approval of the Resolutions, including a resolution concerning the Rule 9 Waivers and a resolution concerning the Buy-Back Authority |
| "RBS" | The Royal Bank of Scotland plc acting as agent for National Westminster Bank Plc |
| “Re-Admission” | the re-admission of the Issued Share Capital to trading on AIM which became effective in accordance with the AIM Rules for Companies on 11 April 2008 |
| "Re-Admission Document" | the admission document relating to Re-Admission sent to Shareholders on 18 March 2008 |
| “Resolutions” | the resolutions to be proposed at the General Meeting |
| “Rule 9 Waiver” | the waiver of the obligation to make a general offer under Rule 9 of the Takeover Code, conditional on the passing of certain resolutions at the General Meeting, which would otherwise arise on the Concert Party Members |
| “Shareholder” | a holder of Ordinary Shares |
| “Subsidiaries” | Crawshaw Holdings and Crawshaw Butchers |
| “Takeover Code” | the City Code on Takeovers and Mergers |
| “Takeover Panel” | the Panel on Takeovers and Mergers |
| “UK” or “United Kingdom” | the United Kingdom of Great Britain and Northern Ireland |
| “1985 Act” | the Companies Act 1985 (as amended) |
| “2006 Act” | the Companies Act 2006 |