European Metals Holdings Regulatory News (EMH)

15 Dec 2006 07:58

Inchcape PLC15 December 2006 For immediate release 15 December 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN RECOMMENDED CASH OFFER for EUROPEAN MOTOR HOLDINGS plc ("EMH") by INCHCAPE plc ("Inchcape") Summary • The boards of Inchcape and EMH are pleased to announce that they havereached agreement on the terms of a recommended cash offer by Inchcape of 480pence per share for the whole of the issued and to be issued share capital ofEMH. • The Offer of 480 pence per share represents a premium of 18.5 percent. to 405 pence per share, the closing price of an EMH Share on 4 December2006, the day before EMH confirmed that it was in discussions with interestedparties in relation to a possible offer for the company. • The Offer of 480 pence per EMH Share values the existing issued sharecapital of EMH at approximately £262.9 million. • The directors of EMH have irrevocably undertaken to accept, or usetheir reasonable endeavours to procure the acceptance of, the Offer in respectof their own beneficial holdings of EMH Shares. • Inchcape has received irrevocable undertakings to accept the Offerfrom certain other shareholders in respect of 13,613,563 EMH Shares,representing approximately 24.9 per cent. of the existing issued share capitalof EMH. Inchcape has also received an undertaking to use best endeavours toprocure the sale to Inchcape of 8,555,097 EMH Shares, representing approximately15.6 per cent. of the issued share capital. • EMH focuses on a number of Inchcape's core brands and its dealershipsare geographically well positioned in relation to Inchcape's existing marketareas in the UK. • The acquisition of EMH is consistent with Inchcape's overall strategyof expanding and strengthening its retail business in its core markets and,specifically, of building scale relationships with brand partners in the UK. • The acquisition will enhance Inchcape's position in the premium brandssector of the UK automotive retail market. • Following the acquisition, Inchcape will undertake a review of theEnlarged Group's UK dealership portfolio, with the intention of streamlining itsuch that it focuses on growth with its core brand partners. • It is expected that this streamlining will create opportunities toachieve efficiencies and economies of scale, in line with Inchcape's marginenhancement objectives. • The directors of Inchcape expect that the Offer will be earningsenhancing (before any one-off costs and amortisation of intangible assets) forInchcape in the financial year to 31 December 2007* and meet Inchcape's internalrate of return criteria for investments in developed markets. * This statement is not intended to constitute a profit forecast for thefinancial year ending 31 December 2007 or for any other period. In addition,this statement should not be interpreted to mean that earnings per share (beforeany one-off costs and amortisation of intangible assets) will necessarily begreater than those for the relevant preceding financial period. Commenting on the transaction, Roger Smith, Chairman of EMH, said: "As a result of the strategic review that we announced on 18 October we haveexamined a number of options for the company. We believe that the sale of EMH toInchcape represents the best value for our shareholders and we are delighted torecommend the deal." Andre Lacroix, Group Chief Executive of Inchcape, said: "We are delighted to have reached agreement on this acquisition and we lookforward to welcoming EMH into the Inchcape Group. "The acquisition of EMH represents an excellent strategic fit. It allows us totake a major step forward in our strategy and creates a unique force in the UKautomotive retail market. It significantly expands our presence in the North ofEngland and in the premium brand sector, which is the most profitable andfastest growing part of the UK market. "Looking forward, it creates a platform from which to deliver growth andimproved returns, based on fewer, larger scale and stronger relationships withour core brand partners. The end result will be an ability to deliver superiorperformance both for our brand partners and our retail customers." This summary should be read in conjunction with the full text of the followingannouncement and its appendices. Notes to editors Inchcape Inchcape is a leading international automotive distributor and retailer, withscale operations in Australia, Belgium, Greece, Hong Kong, Singapore and theUK. The Inchcape Group also has operations in a number of other markets,including Eastern Europe, the Baltics, Russia and South America. In addition togrowing its core businesses, Inchcape is looking to develop scale operations innew and emerging regions. It represents leading automotive brands and operateseither a retail or a vertically integrated retail (i.e. exclusive distributionand retail) model, depending on the market. Inchcape's current key manufacturerpartners are Toyota/Lexus, Subaru, BMW, Mazda, Mercedes-Benz, PAG, Volkswagen,Audi and Honda. Inchcape is quoted on the London Stock Exchange and its current marketcapitalisation is approximately £2.4 billion. Enquiries Inchcape Tel:020 75460022Andre Lacroix, Group Chief ExecutiveBarbara Richmond, Group Finance Director Dresdner Kleinwort (Financial adviser and corporate broker to Tel:020 76238000Inchcape) Rosalind Hedley-MillerCharles BattenChristopher Baird Hogarth Partnership (PR adviser to Inchcape) Tel:020 73579477John OlsenRachel HirstBarnaby Fry EMH Tel: 01491413399Roger Smith, ChairmanRichard Palmer, Chief Executive Goldman Sachs (Financial adviser to EMH) Tel:020 77741000Richard Campbell-Breeden Daniel Yealland Investec (Joint Broker to EMH) Tel:020 75975970Keith Anderson Brewin Dolphin (Joint Broker to EMH) Tel:0191 2797531Graeme Summers Biddick Associates (PR adviser to EMH) Tel:020 74481000Zoe Biddick Dresdner Kleinwort Limited, which is authorised and regulated by the FinancialServices Authority, is acting for Inchcape and for no one else in relation tothe Offer and will not be responsible to anyone other than Inchcape forproviding the protections afforded to customers of Dresdner Kleinwort Limited orfor providing advice in relation to the Offer or any matter referred to in thisannouncement. Goldman Sachs International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as financial adviser toEMH and for no one else in relation to the Offer and will not be responsible toanyone other than EMH for providing the protections afforded to customers ofGoldman Sachs International or for providing advice in relation to the Offer orany matter referred to in this announcement. Investec Bank (UK) Limited, which is authorised and regulated by the FinancialServices Authority, is acting for EMH and for no one else in relation to theOffer and will not be responsible to anyone other than EMH for providing theprotections afforded to customers of Investec Bank (UK) Limited or for providingadvice in relation to the Offer or any matter referred to in this announcement. Brewin Dolphin Securities Limited, which is authorised and regulated by theFinancial Services Authority, is acting for EMH and for no one else in relationto the Offer and will not be responsible to anyone other than EMH for providingthe protections afforded to customers of Brewin Dolphin Securities Limited orfor providing advice in relation to the Offer or any matter referred to in thisannouncement. This announcement is not an offer to sell or an invitation to purchase anysecurities or the solicitation of any vote or approval in any jurisdiction. TheOffer will be made solely by means of the Offer Document and, in the case ofcertificated EMH Shares, the acceptance forms accompanying the Offer Document,which will contain the full terms and conditions of the Offer including detailsof how it may be accepted. EMH shareholders are advised to read carefully theformal documentation in relation to the Offer once it has been despatched. Unless otherwise determined by Inchcape, the Offer will not be made, directly orindirectly, in or into or by the use of the mails of, or by any means orinstrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce of, or through any facilitiesof a national securities exchange of, the United States, Canada, Australia orJapan or any other jurisdiction if to do so would constitute a violation of therelevant laws of such jurisdiction, and the Offer, when made, should not beaccepted by any such use, means, instrumentality or facilities or from or withinthe United States, Canada, Australia or Japan or any such other jurisdiction.Accordingly, copies of this announcement are not being, and must not be, mailedor otherwise forwarded, distributed or sent in, into or from the United States,Canada, Australia or Japan and all persons receiving this announcement(including nominees, trustees and custodians) must not mail or otherwiseforward, distribute or send it in, into or from the United States, Canada,Australia or Japan. Doing so may render invalid any purported acceptance of theOffer. Notwithstanding the foregoing, Inchcape will retain the right to permitthe Offer to be accepted and any sale of securities pursuant to the Offer to becompleted if, in its sole discretion, it is satisfied that the transaction inquestion can be undertaken in compliance with applicable law and regulation. The distribution of this announcement in jurisdictions other than the UK may berestricted by law and therefore any persons who are subject to the laws of anyjurisdiction other than the UK should inform themselves about, and observe, anyapplicable requirements. This announcement has been prepared for the purpose ofcomplying with English law and the City Code and the information disclosed maynot be the same as that which would have been disclosed if this announcement hadbeen prepared in accordance with the laws of jurisdictions outside the UK. This document contains certain forward-looking statements with respect to thefinancial condition, results of operations and business of the Inchcape Groupand the EMH Group and certain plans and objectives of the boards of directors ofInchcape and EMH. These forward-looking statements can be identified by the factthat they do not relate only to historical or current facts. Forward-lookingstatements often use words such as "anticipate", "target", " expect","estimate", "intend", "plan", "goal", "believe", "will", "may", "should","would", "could" or other words of similar meaning. These statements are basedon assumptions and assessments made by the boards of directors of Inchcape andEMH in light of their experience and their perception of historical trends,current conditions, expected future developments and other factors they believeappropriate. By their nature, forward-looking statements involve risk anduncertainty and the factors described in the context of such forward-lookingstatements in this announcement could cause actual results and developments todiffer materially from those expressed in or implied by such forward-lookingstatements. Should one or more of these risks or uncertainties materialise, or shouldunderlying assumptions prove incorrect, actual results may vary materially fromthose described in this document. Inchcape and EMH assume no obligation toupdate or correct the information contained in this document. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of EMH, all "dealings" in any such "relevant securities"(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 3.30p.m. (London time) on the London business day following the date of the relevanttransaction. This requirement will continue until the date on which theproposals lapse or are withdrawn or upon the "offer period" otherwise ending. Iftwo or more persons act together pursuant to an agreement or understanding,whether formal or informal, to acquire an "interest" in "relevant securities" ofEMH, 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 City Code, all "dealings" in "relevantsecurities" of EMH by Inchcape or by EMH, or by any of their respective"associates", must be disclosed by no later than 12 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk ."Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by the virtue of any optionin respect of, or derivative referenced to, securities. Terms in quotation marksare defined in the City Code, which can also be found on the Panel's website. Ifyou are in any doubt as to whether or not you are required to disclose a"dealing" under Rule 8, you should consult the Panel. For immediate release 15 December 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN RECOMMENDED CASH OFFER for EUROPEAN MOTOR HOLDINGS plc ("EMH") by INCHCAPE plc ("Inchcape") 1. Introduction The boards of Inchcape and EMH are pleased to announce that they have reachedagreement on the terms of a recommended cash offer by Inchcape of 480 pence pershare for the whole of the issued and to be issued share capital of EMH. 2. Terms of the Offer Under the terms of the Offer, which will be subject to the conditions and otherterms set out in this announcement and to the further terms to be set out in theOffer Document and the Form of Acceptance, EMH shareholders who accept the Offerwill receive: for each EMH Share 480 pence in cash This represents a premium of 18.5 per cent. to 405 pence per share, the closingprice of an EMH share on 4 December 2006, the day before EMH confirmed that itwas in discussions with interested parties in relation to a possible offer forthe company. The Offer values the existing issued share capital of EMH at approximately£262.9 million. 3. Background to and reasons for the Offer Inchcape is a leading international automotive distributor and retailer. Acornerstone of Inchcape's business is its longstanding relationships with itsbrand partners. Inchcape's key strategic goals are to strengthen its corebusinesses and develop expansion opportunities in existing and new markets. The UK is Inchcape's largest retail market, accounting for approximately 69 percent. of retail revenue in the financial year ended 31 December 2005. Inchcape'scurrent UK portfolio is focused on the South-East, Merseyside and Midlandsregions of England. Inchcape's strategy in the UK is to create scale relationships with brandpartners in the premium sector of the market, in order to benefit from strongerrelationships with those partners and from economies of scale. EMH has a focus on premium brands and has franchised dealerships with a numberof Inchcape's core brand partners including BMW, MINI, Volkswagen, Audi and PAG.EMH's dealerships are mainly in the North, North East and North West of Englandand complement those regions in which Inchcape operates. The acquisition of EMHwill further Inchcape's objective of building scale in the UK retail market andreinforce its commitment to the premium brands sector. The acquisition willresult in Inchcape being the number 1 retailer in respect of seven of its corebrands. The acquisition of EMH will also create the opportunity for Inchcape tostreamline the Enlarged Group's UK dealership portfolio, in order to focus onfewer, larger scale brand partnerships and to achieve efficiencies and economiesof scale, in line with Inchcape's margin enhancement objectives. 4. Financial effects of the Offer The directors of Inchcape expect that the Offer will be earnings enhancing(before any one-off costs and amortisation of intangible assets) for Inchcape inthe financial year to 31 December 2007 and meet Inchcape's internal rate ofreturn criteria for investments in developed markets. This statement is notintended to constitute a profit forecast for the financial year ending 31December 2007 or for any other period. In addition this statement should not beinterpreted to mean that earnings per share (before any one-off costs andamortisation of intangible assets) will necessarily be greater than those forthe relevant preceding financial period. 5. Recommendation The directors of EMH, who have been so advised by EMH's financial adviser,Goldman Sachs, consider the terms of the Offer to be fair and reasonable. Inproviding its financial advice, Goldman Sachs has taken into account thecommercial assessments of the directors of EMH. Accordingly, the directors of EMH intend unanimously to recommend that EMHshareholders accept the Offer. 6. Undertakings to accept the Offer Each of the directors of EMH has irrevocably undertaken to accept, or use his orher reasonable endeavours to procure acceptance of, the Offer in respect of hisor her own beneficial holdings which, in aggregate, total 1,389,256 EMH Shares,representing approximately 2.5 per cent. of the existing issued share capital ofEMH. Inchcape has received irrevocable undertakings to accept the offer from certainother shareholders in respect of a total of 13,613,563 EMH Shares, representingapproximately 24.9 per cent. of the existing issued share capital of EMH.Inchcape has also received an undertaking to use best endeavours to procure thesale to Inchcape of 8,555,097 EMH Shares, representing approximately 15.6 percent. of the issued share capital. The undertakings referred to above given by the EMH directors will remainbinding in the event of a competing offer being made for EMH and will cease tobe binding only if the Offer lapses or is withdrawn. The irrevocable undertakings referred to above given by certain othershareholders will cease to be binding if there is a competing offer at a premiumof 10 per cent. or more to the value of the Offer. 7. Information on Inchcape Inchcape is a major automotive retail group whose principal operations are inAustralia, Belgium, Greece, Hong Kong, Singapore and the UK. The group also hasoperations in a number of other global markets. In addition to growing its corebusinesses, Inchcape is looking to develop scale operations in new and emergingregions. Inchcape represents leading automotive brands and operates either aretail model, or a vertically integrated retail model (that is, exclusivedistribution and retail), depending on the market. The UK is Inchcape's largest retail market and Inchcape UK is the UK's secondlargest automotive retailer by number of dealerships. Inchcape's UK retailbusiness currently operates 112 dealerships on behalf of the following brandpartners: Toyota/Lexus, BMW/MINI, Mercedes Benz, Volkswagen, Audi, Ferrari,Maserati, Mazda, Premier Automotive Group of Ford, Ford, Renault, Honda, Kia andVauxhall. These dealerships are largely clustered in the South-East, Merseysideand Midlands regions. For the financial year ended 31 December 2005, Inchcape reported sales of £4.5billion and profit before tax of £177 million. For the six months ended 30 June2006, Inchcape reported sales of £2.4 billion and profit before tax of £112million. Gross assets, net tangible assets and net cash as at 30 June 2006 were£1,655 million, £564 million and £189 million respectively. Inchcape's current trading continues to be in line with expectations. For thetwo months ended 30 November 2006, Inchcape's unaudited management accounts showsales up 8.3 per cent. (9.9 per cent. in constant currency) over the same periodin the prior year. Sales for the eleven months ended 30 November 2006 were up8.8 per cent. (8.4 per cent. in constant currency) on the same period in theprior year. Like for like sales were up 0.6 per cent. for the two month periodand up 2.6 per cent. for the eleven month period ended 30 November 2006 inconstant currency. 8. Information on EMH EMH operates through two principal divisions: Motor Retail and Motor Services. The Motor Retail Division operates 52 franchises from 46 sites selling new andused vehicles and providing after sales service. The division concentrates onpremium marques and has chosen strategically to represent a relatively smallnumber of manufacturers in this segment of the market. The division'sdealerships are mainly located in the North East and North West of England,together with a smaller number in South West London and the West and East ofEngland. The Motor Retail Division also operates motor auctions, in Telford andQueensferry, and holds the United Kingdom import and distribution licence forthe Perodua range of cars manufactured in Malaysia and Piaggio vans. The principal operating company in the Motor Services Division is WilcomaticLimited, a market leader in the sale and servicing of vehicle washing equipmentin the United Kingdom. Its main customers are supermarkets, oil companies,independent forecourts and motor retail businesses. The executive directors are Richard Palmer and Ann Wilson, who are the keyemployees of EMH. For the financial year ended 28 February 2006, EMH reported sales of £754.9million and profit before tax of £18.5 million. For the six months ended 31August 2006, EMH reported sales of £428.4 million and profit before tax of £10.2million. Gross assets, net tangible assets, and net debt as at 31 August 2006were £253.7 million, £69.5 million and £11.0 million respectively. 9. Future plans for the Enlarged Group Following the implementation of the Offer, Inchcape will undertake a review ofthe Enlarged Group's UK dealership portfolio. Inchcape currently represents 21automotive brands in the UK through 112 dealerships. EMH represents nine brandsthrough 52 franchises. The review is expected to lead to the streamlining of the Enlarged Group'sportfolio, in line with Inchcape's strategy of focusing on fewer brandpartnerships of greater scale. This streamlining, which may involve some one-off costs, is expected to createopportunities to achieve efficiencies and economies of scale, in line withInchcape's margin enhancement objectives. It will also enable Inchcape, throughgreater management focus on fewer brand partners, to enhance the offering bothto its brand partners and to its retail customers. Inchcape intends to dispose of EMH's non-retail and motor auction businesses,which are not core to its strategy. 10. Management and employees The existing employment rights, including pension rights, of the management andemployees of the EMH Group will be fully safeguarded. Inchcape's plans for theEMH Group do not involve any immediate change in the conditions of employment ofEMH employees and it is Inchcape's intention that, going forward, employees willcontinue to enjoy terms and conditions that overall are as favourable as thosethat currently apply. 11. EMH Share Schemes Appropriate proposals will be made in due course to participants in the EMHShare Schemes including a cashless exercise facility. Details of these proposalswill be set out in a separate letter to be sent to participants in the EMH ShareSchemes. Inchcape has agreed that, to the extent that options remainunexercised, options will be exercisable in full, subject to any applicableprovisions of the Companies Act or the City Code, upon the Offer becoming orbeing declared wholly unconditional. 12. Financing HSBC Bank plc has made available to Inchcape facilities to fund in full thepayment of the consideration payable pursuant to the Offer. Further details ofthe terms of these facilities will be set out in the Offer Document. DresdnerKleinwort is satisfied that the necessary cash resources are available toInchcape to enable it to satisfy full acceptance of the Offer. 13. Break Fee Agreement Inchcape and EMH have entered into an agreement under which EMH will pay toInchcape a break fee of up to one per cent. of the value of the Offer in theevent that: (a) any director of EMH withdraws or adversely modifies hisrecommendation of the Offer, and the Offer is not subsequently made, lapses oris withdrawn; or (b) following the announcement by a third party (other than aparty acting in concert with Inchcape as defined in the City Code) in relationto a transaction involving a change of control of EMH or the disposal of all ora substantial part of the business of EMH and its subsidiaries, that or anyother such third party transaction becomes or is declared unconditional as toacceptances (or is otherwise completed). 14. Interests in EMH Shares Save as set out in section 6 above, neither Inchcape (nor any of its directors)nor any member of the Inchcape Group nor, so far as Inchcape is aware, anyperson deemed to be acting in concert with Inchcape owns or controls any EMHShares or any securities convertible or exchangeable into EMH Shares (includingpursuant to any long exposure, whether conditional or absolute, to changes inthe prices of securities) or any rights to subscribe for or purchase the same,or holds any options (including traded options) in respect of, or has any optionto acquire, any EMH Shares or has entered into any derivatives referenced to EMHShares ("Relevant EMH Securities") which remain outstanding, nor does any suchperson hold any short positions in relation to Relevant EMH Securities (whetherconditional or absolute and whether in the money or otherwise) including anyshort position under a derivative, any agreement to sell or any deliveryobligation or right to require another person to purchase or take delivery, nordoes any such person have any arrangement in relation to Relevant EMHSecurities. An "arrangement" also includes any indemnity or option arrangementand any agreement or understanding, formal or informal, of whatever naturerelating to Relevant EMH Securities which may be an inducement to deal orrefrain from dealing in such securities. Merrill Lynch International acts as the joint corporate broker to Inchcape andmay be deemed by the Panel to be acting in concert with Inchcape for thepurposes of the Offer. Merrill Lynch International has a short position in43,002 EMH Shares. 15. Existing standstill agreements between EMH and certain EMH shareholders On 26 September 2006, Trefick Limited (a shareholder in EMH) entered into anarrangement with EMH whereby, inter alia, it undertook to EMH during the periodbeginning on the date of its agreement and ending on the earlier of (i) any dateafter 27 October 2006 on which EMH's share price falls below £4.00 per share and(ii) 31 December 2006, not to offer, sell, pledge, contract to sell, pledge,issue options, rights or warrants in respect of or otherwise dispose of,directly or indirectly, any of Trefick Limited's shares or other securities ofEMH including derivative interests and CFDs or do anything with the sameeconomic effect as any of the foregoing. This undertaking does not apply to anyacceptance of a general offer for EMH's Shares made in accordance with the CityCode or to the provision of an irrevocable undertaking to accept such an offer.On 6 December 2006, EMH and Trefick Limited agreed that their standstillarrangement be extended to 31 January 2007. The standstill was not amended inany other respect. EMH has agreed that this standstill will fall away uponrelease of this announcement. On 27 September 2006, UBS AG (a shareholder in EMH) entered into an arrangementwith EMH whereby it, inter alia, undertook to EMH during the period beginning onthe date of its agreement and ending on the earlier of (i) any date after 27October 2006 on which EMH's share price falls below £4.00 per share and (ii) 31December 2006, not to offer, sell, pledge, contract to sell, pledge, issueoptions, rights or warrants in respect of or otherwise dispose of, directly orindirectly, the 5,894,027 EMH Shares that UBS AG held as at 27 September 2006 ordo anything with the same economic effect as any of the foregoing. Thisundertaking does not apply to any acceptance of a general offer for EMH's Sharesmade in accordance with the City Code or to the provision of an irrevocableundertaking to accept such an offer. On 8 December 2006, EMH and UBS AG agreedthat their standstill arrangement be extended to 31 January 2007. The standstill(as amended) will automatically terminate upon the termination, release orwaiver, suspension or relaxation of any obligation of Trefick Limited under thestandstill agreement between EMH and Trefick Limited dated 26 September 2006 (asamended on 6 December 2006) which restricts Trefick Limited from disposing ofany interest in any security issued by EMH or entering into any derivative orother transaction referable to any securities in EMH, including, for theavoidance of doubt, entering into or closing out any derivative transaction in amanner which has equivalent economic effect to a disposal of an interest in suchsecurities. The standstill was not amended in any other respect. EMH has agreedthat this standstill will fall away upon release of this announcement. 16. Compulsory acquisition, delisting and cancellation of trading If Inchcape receives acceptances under the Offer in respect of, or otherwiseacquires, 90 per cent. or more of the EMH Shares to which the Offer relates,Inchcape intends to exercise its rights pursuant to the provisions of Schedule 2of the Takeovers Directive Regulations to acquire compulsorily any remaining EMHShares to which the Offer relates. Inchcape intends that, following the Offer becoming or being declaredunconditional in all respects, and if sufficient acceptances are received, andsubject to applicable requirements of the London Stock Exchange and/or the UKListing Authority, it will procure that EMH will apply to the London StockExchange and the UK Listing Authority for cancellations, respectively, of thetrading of EMH Shares on the London Stock Exchange and of the listing of EMHShares on the Official List. The cancellation of the listing would significantlyreduce the liquidity and marketability of any EMH Shares not assented to theOffer at that time. 17. General EMH Shares will be acquired pursuant to the Offer fully paid and free from allliens, charges, equitable interests, third party rights and interests andencumbrances and together with all rights now and hereafter attaching thereto,including the right to receive all dividends and other distributions (if any)declared, made or paid after the date of the announcement of the Offer. The formal Offer Document and the Form of Acceptance setting out the full termsand conditions of the Offer will be posted to EMH shareholders in due course. Indeciding whether or not to accept the Offer, EMH shareholders should rely on theinformation contained in, and procedures described in, the Offer Document andForm of Acceptance. The Offer will be governed by English law and be subject to the applicablerequirements of the City Code, the Panel, the London Stock Exchange and theFinancial Services Authority. The implications of the Offer for persons not resident in the UK may be affectedby the laws of the relevant jurisdiction. Any persons who are subject to thelaws of any jurisdiction other than the UK should inform themselves about andobserve any applicable requirements. Appendix 1 sets out the conditions and principal further terms of the Offer.Appendix 2 contains the bases and sources of certain financial informationcontained in this announcement. Appendix 3 contains details of the irrevocableundertakings relating to the Offer. Appendix 4 contains definitions of certainterms used in this announcement. Enquiries: Inchcape Tel:020 75460022Andre Lacroix, Group Chief ExecutiveBarbara Richmond, Group Finance Director Dresdner Kleinwort (Financial adviser and corporate broker to Tel:020 76238000Inchcape) Rosalind Hedley-MillerCharles BattenChristopher Baird Hogarth Partnership (PR adviser to Inchcape) Tel:020 73579477John OlsenRachel HirstBarnaby Fry EMH Tel: 01491413399Roger Smith, ChairmanRichard Palmer, Chief Executive Goldman Sachs (Financial adviser to EMH) Tel:020 77741000Richard Campbell-Breeden Daniel Yealland Investec (Joint Broker to EMH) Tel:020 75975970Keith Anderson Brewin Dolphin (Joint Broker to EMH) Tel:0191 2797531Graeme Summers Biddick Associates (PR adviser to EMH) Tel:020 74481000Zoe Biddick Dresdner Kleinwort Limited, which is authorised and regulated by the FinancialServices Authority, is acting for Inchcape and for no one else in relation tothe Offer and will not be responsible to anyone other than Inchcape forproviding the protections afforded to customers of Dresdner Kleinwort Limited orfor providing advice in relation to the Offer or any matter referred to in thisannouncement. Goldman Sachs International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as financial adviser toEMH and for no one else in relation to the Offer and will not be responsible toanyone other than EMH for providing the protections afforded to customers ofGoldman Sachs International or for providing advice in relation to the Offer orany matter referred to in this announcement. Investec Bank (UK) Limited, which is authorised and regulated by the FinancialServices Authority, is acting for EMH and for no one else in relation to theOffer and will not be responsible to anyone other than EMH for providing theprotections afforded to customers of Investec Bank (UK) Limited or for providingadvice in relation to the Offer or any matter referred to in this announcement. Brewin Dolphin Securities Limited, which is authorised and regulated by theFinancial Services Authority, is acting for EMH and for no one else in relationto the Offer and will not be responsible to anyone other than EMH for providingthe protections afforded to customers of Brewin Dolphin Securities Limited orfor affording advice in relation to the Offer or any matter referred to in thisannouncement. APPENDIX 1 CONDITIONS AND FURTHER TERMS The Offer will comply with the rules and regulations of the Financial ServicesAuthority, the London Stock Exchange and the City Code. Part A: Conditions of the Offer The Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted,withdrawn) by not later than 3.00 p.m. (London time) on the first closing dateof the Offer (or such later time(s) and/or date(s) as Inchcape may, with theconsent of the Panel or in accordance with the City Code, decide) in respect ofnot less than 90 per cent. (or such lower percentage as Inchcape may decide) innominal value of the EMH Shares to which the Offer relates, provided that thiscondition shall not be satisfied unless Inchcape and/or any of its wholly-ownedsubsidiaries shall have acquired or agreed to acquire, whether pursuant to theOffer or otherwise, shares in EMH carrying in aggregate more than 50 per cent.of the voting rights then normally exercisable at general meetings of EMH. Forthe purposes of this condition: (i) shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversionrights or otherwise, shall be deemed to carry the voting rights they will carryon being entered into the Register of Members of EMH; and (ii) the expression "EMH Shares to which the Offer relates" shall beconstrued in accordance with Schedule 2 to the Takeovers Directive Regulationsor such provisions of Chapter 3 of Part 28 of the Companies Act 2006 that comeinto force to replace Schedule 2 to the Takeovers Directive Regulations; (b) insofar as the Offer constitutes a concentration with a Communitydimension within the scope of Council Regulation (EC) 139/2004 (as amended) (the"Regulation") the European Commission having issued a decision that it does notintend to initiate proceedings under Article 6(1)(c) of the Regulation inrespect of the proposed acquisition of EMH by Inchcape; (c) insofar as the Offer is subject to review by the Office of FairTrading in the United Kingdom (whether by virtue of Article 4(4) or 9(3) of theRegulation or otherwise), a statement having been issued by the Office of FairTrading that neither the proposed acquisition nor any matter related theretowill be referred to the Competition Commission; (d) the Financial Services Authority giving notice in writing undersection 184(1) of the Financial Services and Markets Act 2000 ("FSMA") of itsapproval of the acquisition of or increase in control (within the meaning ofsection 179 and section 180 of FSMA respectively) by Inchcape over any member ofthe EMH Group which is a UK authorised person (as defined in section 178(4) ofFSMA), or the Financial Services Authority being treated as having given suchapproval by virtue of section 184(2) of FSMA; (e) there being no provision of any agreement, arrangement, licence,permit or other instrument to which any member of the wider EMH Group is aparty, or by or to which any such member or any of its assets may be bound,entitled or subject, which, in consequence of the Offer or the proposedacquisition of any shares or other securities in EMH or because of a change inthe control or management of EMH or otherwise, would or might result in to anextent which in any case is material in the context of the wider EMH Group takenas a whole: (i) any moneys borrowed by or any other indebtedness (actualor contingent) of, or grant available to any such member being or becomingrepayable or capable of being declared repayable immediately or earlier thantheir or its stated maturity date or repayment date or the ability of any suchmember to borrow moneys or incur any indebtedness being withdrawn or inhibitedor being capable of becoming or being withdrawn or inhibited; (ii) any such agreement, arrangement, licence, permit or instrument orthe rights, liabilities, obligations or interests of any such member thereunderbeing terminated or modified or affected or any obligation or liability arisingor any action being taken thereunder; (iii) any assets or interests of any such member being or fallingto be disposed of or charged or any right arising under which any such asset orinterest could be required to be disposed of or charged; (iv) the creation or enforcement of any mortgage, charge or othersecurity interest over the whole or any part of the business, property or assetsof any such member; (v) the rights, liabilities, obligations or interests of anysuch member in, or the business of any such member with, any person, firm orbody (or any arrangement or arrangements relating to any such interest orbusiness) being terminated, adversely modified or affected; (vi) the value of any such member or its financial or tradingposition or prospects being prejudiced or adversely affected; (vii) any such member ceasing to be able to carry on businessunder any name under which it presently does so; or (viii) the creation of any liability, actual or contingent, by anysuch member, and no event having occurred which, under any provision of any agreement,arrangement, licence, permit or other instrument to which any member of thewider EMH Group is a party or by or to which any such member or any of itsassets may be bound, entitled or subject, would or might reasonably be expectedto result, to an extent which is material in the context of the wider EMH Grouptaken as a whole in any of the events or circumstances as are referred to insub-paragraphs (i) to (viii) of this paragraph (e); (f) no government or governmental, quasi-governmental, supranational,statutory, regulatory, environmental or investigative body, court, trade agency,association, institution or any other body or person whatsoever in anyjurisdiction (each a "Third Party") having decided to take, institute, implementor threaten any action, proceeding, suit, investigation, enquiry or reference,or enacted, made or proposed any statute, regulation, decision or order, orhaving taken any other steps which would or might reasonably be expected, to anextent that is in any case material to the wider EMH Group taken as a whole, to: (i) require, prevent or delay the divestiture, or materiallyalter the terms envisaged for any proposed divestiture, by any member of theInchcape Group or any member of the wider EMH Group of all or any portion oftheir respective businesses, assets or property or impose any limitation on theability of any of them to conduct their respective businesses (or any of them)or to own any of their respective assets or properties or any part thereofwhich, in any such case, is material in the context of the Inchcape Group or thewider EMH Group in either case taken as a whole; (ii) require, prevent or delay the divestiture by any member of theInchcape Group of any shares or other securities in EMH; (iii) impose any limitation on, or result in a delay in, theability of any member of the Inchcape Group directly or indirectly to acquire orto hold or to exercise effectively any rights of ownership in respect of sharesor loans or securities convertible into shares or any other securities (or theequivalent) in any member of the wider EMH Group or the Inchcape Group or toexercise management control over any such member; (iv) otherwise adversely affect the business, assets, profits orprospects of any member of the Inchcape Group or of any member of the wider EMHGroup in a manner which is adverse to and material in the context of theInchcape Group or the wider EMH Group in either case taken as a whole; (v) make the Offer or its implementation or the acquisition orproposed acquisition by Inchcape or any member of the Inchcape Group of anyshares or other securities in, or control of, EMH void, illegal, and/orunenforceable under the laws of any jurisdiction, or otherwise, directly orindirectly, restrain, restrict, prohibit, delay or otherwise materiallyinterfere with the same, or impose additional conditions or obligations withrespect thereto, or otherwise challenge or interfere therewith; (vi) require any member of the Inchcape Group or the wider EMHGroup to offer to acquire any shares or other securities (or the equivalent) orinterest in any member of the wider EMH Group or the Inchcape Group owned by anythird party; (vii) impose any limitation on the ability of any member of thewider EMH Group to co-ordinate its business, or any part of it, with thebusinesses of any other members which is adverse to and material in the contextof the wider EMH Group taken as a whole; or (viii) result in any member of the wider EMH Group ceasing to beable to carry on business under any name under which it presently does so; and all applicable waiting and other time periods during which any such ThirdParty could institute, implement or threaten any action, proceeding, suit,investigation, enquiry or reference or any other step under the laws of anyjurisdiction in respect of the Offer or the acquisition or proposed acquisitionof any EMH Shares having expired, lapsed or been terminated; (g) all necessary filings or applications having been made in connectionwith the Offer and all statutory or regulatory obligations in any relevantjurisdiction having been complied with in connection with the Offer or theacquisition by any member of the Inchcape Group of any shares or othersecurities in, or control of, EMH where non-compliance would have a materialadverse effect on the wider EMH Group taken as a whole or would be material inthe context of the Offer and all authorisations, orders, recognitions, grants,consents, licences, confirmations, clearances, permissions and approvalsreasonably considered necessary by Inchcape or any member of the Inchcape Groupfor or in respect of the Offer or the proposed acquisition of any shares orother securities in, or control of, EMH by any member of the Inchcape Grouphaving been obtained in terms and in a form reasonably satisfactory to Inchcapefrom all appropriate Third Parties or persons with whom any member of the widerEMH Group has entered into contractual arrangements, in each case where theabsence of such authorisation, order, recognition, grant, consent, licence,confirmation, clearance, permission or approval would have a material adverseeffect on the wider EMH Group taken as a whole or would be material in thecontext of the Offer and all such authorisations, orders, recognitions, grants,consents, licences, confirmations, clearances, permissions and approvalstogether with all material authorisations orders, recognitions, grants,licences, confirmations, clearances, permissions and approvals as necessary tocarry on the business of any member of the wider EMH Group which is material inthe context of the wider EMH Group taken as a whole remaining in full force andeffect and all filings necessary for such purpose having been made and therebeing no notice or intimation of any intention to revoke or not to renew any ofthe same at the time at which the Offer becomes otherwise unconditional; (h) since 28 February 2006 and save as disclosed in EMH's annual report forthe year then ended or as contained in EMH's unaudited interim results for thesix months ended 31 August 2006 and save as publicly announced in accordancewith the Listing Rules by EMH prior to 15 December 2006 or as otherwise fairlydisclosed in writing to Inchcape prior to that date by or on behalf of anymember of the EMH Group, no member of the wider EMH Group having: (i) save as between EMH and wholly-owned subsidiaries of EMHor for EMH Shares issued pursuant to the exercise of options granted under theEMH Share Schemes, issued, authorised or proposed the issue of additional sharesof any class; (ii) save as between EMH and wholly-owned subsidiaries of EMH or for thegrant of options under the EMH Share Schemes, issued or agreed to issue,authorised or proposed the issue of securities convertible into shares of anyclass or rights, warrants or options to subscribe for, or acquire, any suchshares or convertible securities; (iii) other than to another member of the EMH Group, recommended,declared, paid or made or proposed to recommend, declare, pay or make any bonus,dividend or other distribution whether payable in cash or otherwise, save forthe final dividend of 6.75p per EMH share paid on 5 September 2006 and the netinterim dividend of 4.6p per EMH Share paid on 6 December 2006; (iv) save for intra-EMH Group transactions, merged or demergedwith any body corporate or acquired or disposed of or transferred, mortgaged orcharged or created any security interest over any assets or any right, title orinterest in any asset (including shares and trade investments) or authorised orproposed or announced any intention to propose any merger, demerger, acquisitionor disposal, transfer, mortgage, charge or security interest, in each case otherthan in the ordinary course of business; (v) save for intra-EMH Group transactions, made or authorisedor proposed or announced an intention to propose any change in its loan capital; (vi) issued, authorised or proposed the issue of any debenturesor (save for intra-EMH Group transactions ), save in the ordinary course ofbusiness, incurred or increased any indebtedness or become subject to anycontingent liability which in either case is material in the context of thewider EMH Group taken as a whole; (vii) purchased, redeemed or repaid or announced any proposal topurchase, redeem or repay any of its own shares or other securities or reducedor, save in respect of the matters mentioned in sub-paragraph (i) above, madeany other change to any part of its share capital; (viii) implemented, or authorised, proposed or announced itsintention to implement, any reconstruction, amalgamation, scheme, commitment orother transaction or arrangement otherwise than in the ordinary course ofbusiness or entered into or changed the terms of any contract with any directoror senior executive; (ix) entered into or varied or authorised, proposed or announcedits intention to enter into or vary any material contract, transaction,arrangement or commitment (whether in respect of capital expenditure orotherwise) which is of a long term, onerous or unusual nature or magnitude orwhich is or would be materially restrictive on the businesses of any member ofthe wider EMH Group or the Inchcape Group or which involves or would reasonablybe expected to involve an obligation of such a nature or magnitude or which isother than in the ordinary course of business and which is material in thecontext of the wider EMH Group taken as a whole; (x) (other than in respect of a member which is dormant and wassolvent at the relevant time) taken any corporate action or had any legalproceedings started or threatened against it for its winding-up, dissolution orreorganisation or for the appointment of a receiver, administrative receiver,administrator, trustee or similar officer of all or any of its assets orrevenues or any analogous proceedings in any jurisdiction or had any such personappointed; (xi) waived or compromised any claim otherwise than in theordinary course of business; or (xii) entered into any contract, commitment, arrangement oragreement otherwise than in the ordinary course of business or passed anyresolution or made any offer (which remains open for acceptance) with respect toor announced any intention to, or to propose to, effect any of the transactions,matters or events referred to in this condition, and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this condition,the term "EMH Group" shall mean EMH and its wholly-owned subsidiaries; (i) since 28 February 2006 and save as disclosed in EMH's annual reportfor the year then ended or as contained in EMH's unaudited interim results forthe six months ended 31 August 2006 and save as publicly announced in accordancewith the Listing Rules by EMH prior to 15 December 2006 or as otherwise fairlydisclosed in writing to Inchcape prior to that date by or on behalf of anymember of the EMH Group: (i) no adverse change or deterioration having occurred in thebusiness, assets, financial or trading position or profits or prospects of anymember of the wider EMH Group and which is material in the context of the widerEMH Group taken as a whole; (ii) no litigation, arbitration proceedings, prosecution orother legal proceedings to which any member of the wider EMH Group is or maybecome a party (whether as a plaintiff, defendant or otherwise) and noinvestigation by any Third Party against or in respect of any member of thewider EMH Group having been instituted, announced or threatened by or against orremaining outstanding in respect of any member of the wider EMH Group which inany such case might reasonably be expected to adversely affect any member of thewider EMH Group and which in any case is material in the context of the widerEMH Group taken as a whole; (iii) no contingent or other liability having arisen or becomeapparent to Inchcape which would be likely to adversely affect any member of thewider EMH Group and which in any case is material in the context of the widerEMH Group taken as a whole; and (iv) no steps having been taken which might reasonably beexpected to result in the withdrawal, cancellation, termination or modificationof any licence held by any member of the wider EMH Group which is necessary forthe proper carrying on of its business and which in any case is material in thecontext of the wider EMH Group taken as a whole; (j) save as publicly announced in accordance with the Listing Rules byEMH prior to 15 December 2006 or as otherwise fairly disclosed in writing toInchcape prior to that date by or on behalf any member of the EMH Group,Inchcape not having discovered: (i) that any financial, business or other informationconcerning the wider EMH Group as contained in the information publiclydisclosed at any time by or on behalf of any member of the wider EMH Group ismaterially misleading, contains a material misrepresentation of fact or omits tostate a fact necessary to make that information not misleading in any materialrespect to an extent which in any case is material in the context of the widerEMH Group taken as a whole; (ii) that any member of the wider EMH Group or partnership,company or other entity in which any member of the wider EMH Group has asignificant economic interest and which is not a subsidiary undertaking of EMHis subject to any liability (contingent or otherwise) which is not disclosed inthe annual report and accounts of EMH for the year ended 28 February 2006 andwhich in any case is material in the context of the wider EMH Group taken as awhole; or (iii) any information which materially affects the import of anyinformation disclosed at any time by or on behalf of any member of the wider EMHGroup and which in any case is material in the context of the wider EMH Grouptaken as a whole; (k) save as publicly announced in accordance with the Listing Rules byEMH prior to 15 December 2006 or as otherwise fairly disclosed in writing toInchcape prior to that date by or on behalf of any member of the EMH Group,Inchcape not having discovered that: (i) any past or present member of the wider EMH Group hasfailed to comply with any and/or all applicable legislation or regulation of anyjurisdiction with regard to the disposal, spillage, release, discharge, leak oremission of any waste or hazardous substance or any substance likely to impairthe environment or harm human health or animal health or otherwise relating toenvironmental matters, or that there has otherwise been any such disposal,spillage, release, discharge, leak or emission (whether or not the sameconstituted non-compliance by any person with any such legislation orregulations, and wherever the same may have taken place) any of which disposal,spillage, release, discharge, leak or emission would be likely to give rise toany liability (actual or contingent) on the part of any member of the wider EMHGroup and which in any case is material in the context of the wider EMH Grouptaken as a whole; or (ii) there is, or is likely to be, for that or any other reasonwhatsoever any liability (actual or contingent) of any past or present member ofthe wider EMH Group to make good, repair, reinstate or clean up any property orany controlled waters now or previously owned, occupied, operated or made use ofor controlled by any such past or present member of the wider EMH Group, underany environmental legislation, regulation, notice, circular or order of anygovernment, governmental, quasi-governmental, state or local government,supranational, statutory or other regulatory body, agency, court, association orany other person or body in any jurisdiction and which in any case is materialin the context of the wider EMH Group taken as a whole. For the purposes of these conditions the "wider EMH Group" means EMH and itssubsidiary undertakings, associated undertakings and any other undertaking inwhich EMH and/or such undertakings (aggregating their interests) have asignificant interest and for these purposes "subsidiary undertaking","associated undertaking" and "undertaking" have the meanings given by theCompanies Act 1985, other than paragraph 20(1)(b) of Schedule 4A to that Actwhich shall be excluded for this purpose, and "significant interest" means adirect or indirect interest in 20 per cent. or more of the equity share capital(as defined in that Act). Inchcape reserves the right to waive, in whole or in part, all or any of theabove conditions, except condition (a). Conditions (b) to (k) must be fulfilled or waived by 11.59 p.m. on the 21st dayafter the later of the first closing date of the Offer and the date on whichcondition (a) is fulfilled (or such later date as Inchcape may, with the consentof the Panel, decide). Inchcape shall be under no obligation to waive or treatas satisfied any of the conditions (b) to (k) (inclusive) by a date earlier thanthe latest date specified above for the satisfaction thereof, notwithstandingthat the other conditions of the Offer may at such earlier date have been waivedor fulfilled and that there are at such earlier date no circumstances indicatingthat any of such conditions may not be capable of fulfilment. If Inchcape is required by the Panel to make an offer for EMH Shares under theprovisions of Rule 9 of the City Code, Inchcape may make such alterations to anyof the above conditions as are necessary to comply with the provisions of thatRule. The Offer will lapse if it is referred to the Competition Commission or if theEuropean Commission adopts a decision under Article 6(1)(c) of CouncilRegulation (EC) 139/2004, in either case before 3.00 p.m. on the first closingdate of the Offer or the date on which the Offer becomes or is declaredunconditional as to acceptances, whichever is the later. If the Offer lapses, it will cease to be capable of further acceptance andpersons accepting the Offer and Inchcape shall then cease to be bound byacceptances submitted before the time the Offer lapses. The Offer will be governed by English law and be subject to the jurisdiction ofthe English courts, to the conditions set out below and in the formal OfferDocument and related Form of Acceptance. Part B: Certain further terms of the Offer The Offer will not be made, directly or indirectly, in or into, or by use of themails of, or by any means or instrumentality (including, without limitation,facsimile transmission, telex, telephone or e-mail) of interstate or foreigncommerce of, or of any facility of a national securities exchange of, the UnitedStates, Canada, Japan or Australia and the Offer will not be capable ofacceptance by any such use, means, instrumentality or facility or from withinthe United States, Canada, Japan or Australia. EMH Shares will be acquired under the Offer free from all liens, equities,charges, encumbrances and other interests and together with all rights attachingthereto including the right to receive and retain all dividends anddistributions (if any) declared, made or payable after 15 December 2006. APPENDIX 2 SOURCES OF INFORMATION AND BASES OF CALCULATION Financial information relating to Inchcape has been extracted without materialadjustment from the published audited accounts for the financial year ended 31December 2005 and the unaudited interim results for the six months ended 30 June2006. Financial information relating to EMH has been extracted without materialadjustment from the published audited accounts for the financial year ended 28February 2006 and the unaudited interim results for the six months ended 31August 2006. The value placed by the Offer on the existing issued share capital of EMH isbased on 54,767,088 shares in issue on 14 December 2006, the last dealing dayprior to the date of this announcement. The closing share price on 4 December 2006 is taken from the Daily OfficialList. APPENDIX 3 DETAILS OF UNDERTAKINGS Inchcape has received irrevocable undertakings to accept the Offer as follows: Percentage of Number of shares issued share capital UBS AG 5,894,027 10.8 Trefick Limited 7,719,536 14.1 In addition, Trefick Limited has undertaken to use its best endeavours toprocure the sale to Inchcape of 8,555,097 EMH Shares, representing approximately15.6 per cent. of the issued share capital of EMH. Directors of EMH have give irrevocable undertakings to accept the Offer asfollows: Percentage of Number of shares issued share capital R J Smith 350,000 0.64 R T Palmer 42,355 0.08 A C Wilson 104,350 0.19 Directors of EMH have undertaken to use reasonable endeavours to procureacceptance of the Offer as follows: Percentage of Number of shares issued share capital R T Palmer 552,695 1.01 A C Wilson 339,856 0.62 APPENDIX 4 DEFINITIONS Australia the Commonwealth of Australia, its territories and possessions Canada Canada, its provinces and territories and all areas under its jurisdiction and political sub divisions thereof City Code the City Code on Takeovers and Mergers closing the closing middle market quotation of an EMH Share as derivedprice from the Daily Official List Companies the Companies Act 1985 (as amended)Act Daily the Daily Official List of the London Stock ExchangeOfficialList Dresdner Dresdner Kleinwort LimitedKleinwort EMH European Motor Holdings plc EMH Board the board of directors of EMH plc EMH Group EMH and its subsidiary undertakings EMH Share all or (where the context permits) any of EMH's share schemesSchemes EMH Share(s) ordinary share(s) of 40 pence each in the capital of EMH Enlarged the Inchcape Group following the acquisition of EMHGroup Form of the form of acceptance and authority to be issued in connectionAcceptance with the Offer and which will accompany the Offer Document Goldman Goldman Sachs InternationalSachs Inchcape Inchcape plc Inchcape Inchcape and its subsidiary undertakingsGroup Japan Japan, its cities, prefectures, territories and possessions Listing the rules and regulations made by the Financial Services AuthorityRules in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority's publication of the same name London Stock London Stock Exchange plcExchange Offer the recommended cash offer to be made by Inchcape of 480 pence per share for the whole of the issued and to be issued share capital of EMH including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer Offer the document to be sent to EMH shareholders containing, interDocument alia, details of the Offer Official the Official List of the UK Listing AuthorityList Panel the Panel on Takeovers and Mergers Takeovers the Takeovers Directive (Interim Implementation) RegulationsDirective 2006Regulations United the United Kingdom of Great Britain and Northern IrelandKingdom orUK United the United States of America, its territories and possessions, anyStates state of the United States and the District of Columbia US Securities the United States Securities Act of 1933, as amended, and theAct rules and regulations promulgated thereunder This information is provided by RNS The company news service from the London Stock Exchange