Last checked at 7 Nov 2008 15:37
Garner plc ("Garner" or "the Company")
Acquisition of Norman Broadbent for ‚£5.5m, conversion of preference shares, ‚£0.73m fundraising and adoption of new articles of association
Highlights
* Agreement to purchase the entire issued share capital of BNB Recruitment Consultancy Limited, Bancomm Limited and BNB Recruitment Overseas Holdings Limited (which together trade under the brand of `Norman Broadbent' in relation to executive search and the provision of consultancy services in assessment, training and development of staff and diversity management) for an aggregate consideration of ‚£5.5 million * Conversion of all of the Company's Preference Shares into 8 Ordinary Shares and 1 Deferred B Share, removing in aggregate ‚£1.213 million of liabilities from the Company * Placing of ‚£0.73m to fund costs associated with the Proposals * Adoption of new articles of association * Andrew Garner, the current Chief Executive of Garner to become Executive Chairman and Sue O'Brien, the current Managing Director of Garner becomes Group Managing Director * Enlarged Group will provide executive search under two brands - Norman Broadbent and Garner International - and seek to grow non-search services
Commenting, Andrew Garner, the Chief Executive of the Company, said:
"The acquisition of Norman Broadbent marks a significant step change in the size and the prospects for Garner plc. The Directors believe that the combination of Garner International and Norman Broadbent will make the Enlarged Group one of the largest providers of executive search services in the UK. I am delighted to be taking on the role and challenge of Executive Chairman for the Enlarged Group with Sue O'Brien becoming Group Managing Director. We believe that executive search, as opposed to volume recruitment services, is better placed to withstand an economic downturn, with board members likely to be looking to enhance or reconfigure the capability of their senior leadership teams in this economic environment. We believe that the teams at Norman Broadbent and Garner International are ready for this exciting challenge."
For further information contact:
Garner plc:Andrew Garner, Chief ExecutiveCaroline Mallin, Communications DirectorTel: 020 7629 8822Dowgate Capital Advisers Limited:James CaithieAntony LeggeTel: 020 7492 4777St Helen's Capital Plc:Ruari McGirrMark AnwylTel: 020 7628 5582Garner plc
PROPOSED ACQUISITION, ADOPTION OF NEW ARTICLES, CONVERSION OF PREFERENCE SHARES, PLACING, NOTICE OF EGM, NOTICE OF CLASS MEETING, AND ADMISSION OF THE ENLARGED GROUP TO AIM
The Directors are pleased to announce that the Company has entered into a conditional sale and purchase agreement for the entire issued share capital of BNB Recruitment Consultancy Limited, Bancomm Limited and BNB Recruitment Overseas Holdings Limited which together trade under the brand `Norman Broadbent'.
Pursuant to the terms of the Acquisition Agreement it is proposed that the Company will acquire Norman Broadbent for a consideration of ‚£5.5 million to be satisfied in cash.
The Acquisition is categorised as a reverse takeover for the Company for the purposes of the AIM Rules and as such requires the approval of the Shareholders, which will be sought at the General Meeting to be held on 2 December 2008 at 10.15 a.m. (or, if later, immediately following the Class Meeting convened for 10.00 a.m. on the same day.
The Company also announces that agreement has been reached with a majority of the holders of Preference Shares for the conversion of all of the Preference Shares into eight Ordinary Shares and one Deferred B Share for each Preference Share converted. The Re-organisation requires the approval of members at the General Meeting as well as the of the Preference Shareholders, which will be sought at the Class Meeting to be held on 2 December 2008 at 10.00 a.m.
The Company further announces that it is carrying out a placing of 24,354,335 new Ordinary Shares at 3p per share. ‚£0.47 million will be used to fund the costs associated with the Proposals, while the remaining shares will be issued in consideration of certain liabilities. Six per cent. of the Placing is being issued to employees of the Enlarged Group in respect of part of their accrued bonuses. Part of the Placing is conditional on completion of the Acquisition.
It is also proposed that new articles of association will be adopted by the Company to take advantage of recent changes in English company law pursuant to the implementation of the Companies Act 2006 as well as to reflect changes to the Company's share capital arising from the Re-organisation.
The Acquisition and the Placing are conditional on, inter alia, the General Meeting Resolutions being passed at the General Meeting and the Class Meeting Resolutions being passed at the Class Meeting. Assuming the Resolutions are passed, Admission is expected to occur on 3 December 2008.
The Company has received irrevocable undertakings to vote in favour of the General Meeting Resolutions totalling, in aggregate, 61.82 per cent. of the Issued Share Capital. The Company has received irrevocable undertakings to vote in favour of the Class Meeting Resolutions totalling, in aggregate, 63.87 per cent. of the Preference Shares.
Upon Admission, Andrew Garner, the current Chief Executive of Garner, will become the Executive Chairman and Sue O'Brien, currently Managing Director of Garner, will become Group Managing Director. John Bartle, the current Non-executive Chairman will become the senior Non-executive director. No other changes will be made to the Board as a result of the Acquisition.
Commenting on the announcement, Andrew Garner, the Chief Executive of the Company said:
"The acquisition of Norman Broadbent marks a significant step change in the size and the prospects for Garner plc. The Directors believe that the combination of Garner International and Norman Broadbent will make the Enlarged Group one of the largest providers of executive search services in the UK. I am delighted to be taking on the role and challenge of Executive Chairman for the Enlarged Group with Sue O'Brien becoming Group Managing Director. We believe that executive search, as opposed to volume recruitment services, is better placed to withstand an economic downturn, with board members likely to be looking to enhance or reconfigure the capability of their senior leadership teams in this economic environment. We believe that the teams at Norman Broadbent and Garner International are ready for this exciting challenge."
Further details of the Proposals are set out in the Admission Document being sent to Shareholders today, which is also available on the Company's web site, www.garnerinternational.com.
Reasons for the Acquisition
The Group's primary business is the provision of executive search services. The Group's trading subsidiary Garner International was established in 1997 by Andrew Garner and became a wholly-owned subsidiary of the Company in 2000. The Group has developed close ties with a number of blue-chip clients and has grown organically over the last four years. However, it has 18 employees and its clients have predominantly been restricted to the UK.
The Board has been investigating opportunities for acquisitive growth and seeking to extend the Group's overseas operations and has identified the acquisition of Norman Broadbent as potentially fundamentally changing the size and scope of the Group's business. The Directors consider that the Norman Broadbent brand is widely recognised and that it has a strong executive search practice in a number of sectors which does not compete with the existing business of the Group. As noted below, Norman Broadbent has in aggregate 48 employees and operates in the UK, USA, Canada and Dubai as well as having a licensee in Spain.
The Directors believe that the Acquisition will enable the Enlarged Group, which they intend will trade under both the Garner International and Norman Broadbent brands, to attract new clients and strengthen existing client relationships. The Directors believe that the Enlarged Group will be one of the largest providers of executive search services in the UK.
Information on Garner
Garner International is an executive search business which was formed in 1997 by Andrew Garner. It was established with a vision to offer quality service to clients on a selective and independent basis which avoided the conflicts of interests which Mr Garner felt to be typical of the big firms. In 1998, the Company, which at that time was called Upton and Southern Holdings PLC, acquired 50.1 per cent. of Garner International. In 2000 the Company acquired the remaining 49.9 per cent. of Garner International and was renamed Constellation Corporation plc and was admitted to trading on AIM. In 2006 the Company was renamed Garner plc.
The Group provides services in relation to the search for senior management and director and board appointees. It also provides consultancy services in relation to a range of human resources issues, including organisational development, business process analysis and restructuring and executive coaching. In the last two years the Group has worked for 60 clients, including 14 in the FTSE 250, 11 of which were in the FTSE100, in sectors including retail, fast moving consumer goods, commercial property investment and development, digital media, technology, airlines, academia, leisure and financial services. At present Garner operates from a single location in London and has 18 full-time employees.
Information on Norman Broadbent
The Norman Broadbent business was founded by David Norman and Miles Broadbent in 1982 and celebrated its 25th anniversary in September 2007.
Norman Broadbent has offices in London, Aberdeen, Birmingham and Leeds in the UK. Norman Broadbent also operates in Toronto and Houston in North America and in Dubai under the name Norman Broadbent International. Norman Broadbent has 48 employees. In the last two years 271 clients have utilised its executive search service for over 500 roles in a variety of sectors including energy (oil and gas), professional services, fast-moving consumer goods, banking and financial services and pharmaceuticals.
BNBROH does not trade but holds a 20 per cent. stake in a Spanish company, NBS Norman Broadbent SA. NBSA carries on business in Spain under the trading style of Norman Broadbent International, which NBSA uses under licence.
Although the provision of executive search is responsible for significantly more than half of the revenues of Norman Broadbent, interim management services and the provision of consultancy services in assessment, training and development of staff and diversity management together represent an important element of the Norman Broadbent business.
Details of the Acquisition
On 7 November 2008, the Company entered into the Acquisition Agreement, pursuant to which it agreed to acquire Norman Broadbent. The Company has agreed to pay in aggregate a purchase price of ‚£5,500,000 to BNB for Norman Broadbent, with such amount being subject to adjustment based on the net asset position of Norman Broadbent as at 30 September 2008 and an adjustment for certain unpaid debts. The Acquisition Agreement, the terms of which are set out in more detail in the Admission Document, is conditional, inter alia, upon shareholder approval and Admission.
The purchase price is to be paid in the following manner:
¢â‚¬¢ ‚£200,000 in cash immediately on completion of the Acquisition at the time of
Admission;
¢â‚¬¢ certain royalty payments and dividends due from NBSA to BNBROH will be paid
directly to BNB, net of tax (the "NBSA Payments");
¢â‚¬¢ quarterly payments over a period of up to 60 months from 30 September 2008,
based on a proportion of actual revenues as against projected revenues of the
Enlarged Group.
In the event that the amount of the quarterly payments paid by the Company to BNB under the Acquisition Agreement and the NBSA Payments received by BNB during the period of 30 months from 30 September 2008 is less than ‚£2,800,000 then the Company must pay the full amount of the shortfall at that time. If the total amount received by BNB under the Acquisition Agreement (including the NBSA Payments) during the period of 60 months from 30 September 2008 is less than ‚£5,500,000 (subject to any net asset adjustment and adjustment for unpaid debts) then the Company must pay the full amount of the shortfall at that time. If any shortfall payment due in respect of the period of 30 months from 30 September 2008 is not paid in accordance with the terms of the Acquisition Agreement then BNB will have the right to acquire all intellectual property rights relating to the Norman Broadbent name and brand for ‚£1.
Andrew Garner has personally agreed to guarantee the payment of the first ‚£ 500,000 due to BNB in respect of the purchase price. This guarantee reduces on a pound-for-pound basis for the purchase consideration received by BNB over the first ‚£1,000,000.
Details of the Re-organisation
History of the Preference Shares
The Company issued a number of convertible preference shares prior to 2003. As at the date of this announcement the Company has in issue 1,043,566 Preference Shares. The period for conversion of these shares has now passed and accordingly they are no longer convertible. The Preference Shares carried the right to receive a fixed cumulative preferential dividend. That right ended on 30 June 2003. The Company has not had sufficient distributable reserves to declare the fixed cumulative preferential dividend which accrued up to 30 June 2003. Accordingly a debt has been accrued to the Preference Shareholders in relation to the unpaid preferential dividend.
In addition the Company should have redeemed any unconverted Preference Shares on 30 June 2003. The amount payable on redemption would have been the sum of 100 pence per Preference Share plus any arrears or accruals of the preferential dividend. The Company had insufficient distributable reserves at 30 June 2003 and so redemption did not take place. The redemption price payable in respect of the Preference Shares and the accrued preferential dividend as at 30 June 2003 are currently carried as liabilities on the Company's balance sheet and total approximately ‚£1,213,000.
Proposed Conversion
Following discussions with certain of the Preference Shareholders, the Company is proposing to convert the Preference Shares on the following basis:
For each Preference Share: eight Ordinary Shares and one Deferred B Share
Because the aggregate nominal value of the shares in the Company must be the same following the conversion of the Preference Shares to avoid an unlawful reduction of capital, in addition to eight Ordinary Shares each Preference Share will also be converted into a single Deferred B Share. The rights attaching to the Deferred B Shares are summarised in the Admission Document. The Deferred B Shares will not be admitted to trading on AIM and have no real value.
To become effective, the Re-organisation requires the approval of special resolutions of Shareholders at the General Meeting in respect of the conversion of the Preference Shares and the adoption of the New Articles.
As the rights of Preference Shareholders are affected, the Re-organisation also requires the approval of extraordinary resolutions of Preference Shareholders at the Class Meeting in respect of the variation of their rights arising from the conversion of the Preference Shares and the adoption of the New Articles.
Following the Re-organisation, the Preference Shareholders will, in aggregate, hold 8,348,528 Ordinary Shares representing approximately 11.8 per cent. of the Enlarged Share Capital. Upon completion of the Re-organisation, the liability of ‚£1.213 million referred to above will cease to exist and will be removed from the Company's balance sheet.
Upon completion of the Re-organisation the Preference Shares will cease to exist and will no longer be admitted to trading upon AIM.
Details of, and reasons for, the Placing
The Company has conditionally raised ‚£0.73 million (before expenses) through the placing to certain of the Directors, certain Shareholders, certain employees of the Enlarged Group and a new investor for 24,354,335 Placing Shares at 3 pence per share. The proceeds of the Placing, which is subject to shareholder approval, will be used principally to help fund the costs of the Proposals. The funds raised consist of cash subscriptions of approximately ‚£472,500 with the remainder relating to the release of certain liabilities.
Andrew Garner, Sue O'Brien, John Bartle and Richard Robinson have each agreed to participate in the Placing. As part of the Placing, Andrew Garner, John Bartle and Bruce Lakefield are being issued in aggregate 6,216,673 Placing Shares (approximately 29 per cent. of the Placing Shares) as consideration for the release of certain loans and deposits owed by the Company, further details of which are set out in the Admission Document.
In aggregate, approximately 1,506,686 Placing Shares (approximately six per cent. of the Placing) are being issued to employees of the Enlarged Group in respect of ‚£45,200 of accrued bonuses.
The Placing Shares will, upon Admission, rank pari passu in all respects and will rank in full for any dividends and other distributions thereafter declared, paid or made in respect of the Ordinary Shares in issue following Admission.
The funds raised through the Placing will cover the expenses incurred by the Company in relation to the Proposals. In addition, the Placing will enable the Company to satisfy certain loans and deposits as referred to above.
Issue of Warrants
In consideration of services provided in connection with the Proposals the Company has granted, conditional on Admission, a total of 3,350,001 Warrants. The Warrants entitle the holder to subscribe for Ordinary Shares at a price of 3 pence per share until 31 December 2011. A summary of the terms of the Warrants is set out in the Admission Document.
Of the 3,350,001 Warrants granted, 850,000 have been granted to Dowgate, 1,666,667 have been granted to Sue O'Brien and 833,334 have been granted to Anderson Barrowcliff LLP, of which Richard Robinson is a member.
New Articles
The Directors believe that it is in the best interests of the Company to take advantage of recent changes in English company law and propose to adopt the New Articles at the General Meeting. The New Articles reflect, inter alia, the conversion of the Preference Shares and the rights attaching to the Deferred B Shares created pursuant to the Re-organisation and certain amendments to the Existing Articles in order to ensure the Company complies with and benefits from the provisions of the 2006 Act and the DTR and, in particular, those provisions relating to electronic communications with shareholders, notifiable interests in shares and the authorisation of directors' conflicts of interests.
Copies of the Existing Articles and the New Articles are available for inspection during normal business hours at the registered office of the Company until the date of the General Meeting and are available upon request from the Company Secretary. Copies will also be available at the General Meeting until its conclusion.
The material provisions of the New Articles and material differences between the Existing Articles and the New Articles are summarised in the Admission Document.
Directors
The Proposals do not entail any new appointments to the Board. However upon Admission Andrew Garner will become Executive Chairman and Sue O'Brien will become Group Managing Director. John Bartle, the current Non-executive Chairman, will become the senior non-executive director.
General Meeting
An extraordinary general meeting of the Company will take place at 10.15 a.m. on 2 December 2008 (or, if later, immediately after the Class Meeting). The Notice of General Meeting is set out in the Admission Document. At the General Meeting the following Resolutions, conditional in each case upon Admission, will be proposed:
1. to approve the Acquisition;
2. to grant authority to the Directors to allot shares as follows:
(a) to grant the Directors the authority to issue and allot new Ordinary Shares
up to a nominal value of ‚£513,230 under section 80 of the 1985 Act;
(b) to grant the Directors the authority pursuant to section 95 of the 1985 Act
to allot equity shares for cash without the application of section 89 of the 1985 Act requiring the Company to offer shares to existing shareholders on a pre-emptive basis in respect of: (i) the issue of the Placing Shares; (ii) the grant of up to 3,350,001 Warrants; (iii) offers of Ordinary Shares to existing Ordinary Shareholders where such offer is made in proportion to existing holdings; and (iv) the issue of new Ordinary Shares up to a nominal value of ‚£177,138.85 other than in accordance with paragraphs (i) to (iii) above, which represents approximately 25 per cent. of the Enlarged Share Capital.
3. to approve the Re-organisation; and
4. to adopt the New Articles.
To be passed, Resolution 1 requires a majority of not less than 50 per cent. of the Shareholders voting in person or by proxy in favour of the Resolution.
Resolutions 2 to 4 are proposed as special resolutions and will therefore require 75 per cent. or more of Shareholders voting in person or by proxy in favour of those Resolutions.
Class Meeting
A separate class meeting of the Preference Shareholders will take place at 10.00 a.m. on 2 December 2008. The Notice of Class Meeting is set out in the Admission Document. At the Class Meeting resolutions will be proposed to approve the Re-organisation.
The Class Meeting Resolutions are proposed as extraordinary resolutions and will therefore require 75 per cent. or more of Preference Shareholders voting in person or by proxy in favour of the Class Meeting Resolutions.
The approval of the Resolutions will mean that the Preference Shares will be converted into Ordinary Shares and Deferred B Shares and the Preference Shares will cease to be admitted to trading on AIM.
Irrevocable Undertakings
The Directors have irrevocably undertaken to vote in favour of the General Meeting Resolutions in respect of their own shareholdings, which in aggregate amount to 43.47 per cent. of the Issued Share Capital.
In addition to these undertakings, a number of the Company's other Shareholders have also given irrevocable undertakings to vote in favour of the General Meeting Resolutions. In aggregate the undertakings held by the Company as at the date of this announcement (including the undertakings received from the Directors referred to above) amount to 61.82 per cent. of the Issued Share Capital.
The Company has received irrevocable undertakings to vote in favour of the Class Meeting Resolutions from a number of the Preference Shareholders. In aggregate the undertakings held by the Company as at the date of this announcement amount to 63.87 per cent. of the Preference Shares.
Related Party Transactions
The participation by certain parties in the Placing and the issue of New Ordinary Shares to certain parties as set out in the Admission Document each constitutes a related party transaction as follows:
(i) the issue of Placing Shares to John Bartle, Andrew Garner and Richard
Robinson;
(ii) the issue of Warrants to Anderson Barrowcliff LLP and Sue O'Brien;
(iii) the provision by Andrew Garner of a loan facility of up to ‚£500,000 to
the Company in certain circumstances; and
(iv) the issue of Conversion Shares to J Sharma, being a substantial
shareholder under the AIM Rules.
Where a company whose shares are traded on AIM enters into a related party transaction, the directors independent to the transaction are required to consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
The Independent Director, having consulted with Dowgate, the Company's nominated adviser, considers that the terms of each of the related party transactions listed above are fair and reasonable insofar as Shareholders are concerned.
Admission to AIM
Application has been made to the London Stock Exchange for all the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the Enlarged Share Capital will commence on 3 December 2008, assuming that the Resolutions are all passed.
Admission and Placing Statistics Placing Price 3p Number of Ordinary Shares in issue at 38,152,678the date of this announcement Number of Preference Shares in issue at 1,043,566the date of this document Number of Conversion Shares resulting 8,348,528from the Re-organisation Number of Placing Shares to be issued 24,354,335 Enlarged Share Capital Assuming 70,855,541completion of the Placing Percentage of the Enlarged Share 34.4%Capital represented by the Placing Shares Percentage of the Enlarged Share 11.8%Capital represented by the Conversion Shares Number of Warrants in issue immediately 3,350,001following Admission Number of Options in issue immediately 2,557,199following Admission Market capitalisation of the Enlarged ‚£2,216,666Share Capital of the Company at the Placing Price Gross proceeds of the Placing ‚£730,630 Estimated net proceeds receivable by ‚£233,000the Company pursuant to the Placing after expenses (excluding VAT) Expected Timetable of Principal Events Publication of Admission Document 7 November 2008 Latest time and date for receipt of 10.00 a.m. on 30 November 2008completed blue Form of Proxy to be valid at the Class Meeting Latest time and date for receipt of 10.15 a.m. on 30 November 2008completed white Form of Proxy to be valid at the General Meeting Record date for Re-organisation 5.30 p.m. on 28 November 2008 Class Meeting 10.00 a.m. on 2 December 2008 General Meeting of the Company 10.15 a.m. on 2 December 2008 Cancellation of dealings on AIM of the 5.00 p.m. on 2 December 2008Ordinary Shares and the Preference Shares Admission effective and dealings 8.00 a.m. on 3 December 2008commence in the Ordinary Shares on AIM Expected date of delivery of Ordinary 8.00 a.m. on 3 December 2008Shares into CREST accounts Definitive share certificates 4 December 2008dispatched in respect of the Placing Shares Definitive share certificates 10 December 2008dispatched in respect of the Conversion Shares
If any details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.
Definitions
The following definitions apply throughout this announcement, unless thecontext requires otherwise:"1985 Act" the Companies Act 1985 "2006 Act" the Companies Act 2006 "Acquisition" the proposed acquisition of the NB Companies by Garner pursuant to the Acquisition Agreement "Acquisition Agreement" the conditional agreement dated 7 November 2008, entered into between, inter alia, (1) BNB and (2) the Company, further details of which are set out in the Admission Document "Admission" the admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with the AIM Rules "Admission Agreement" the conditional agreement, dated 7 November 2008, entered into by (1) the Company, (2) certain of the Directors and (3) Dowgate (relating to Admission, further details of which are set out in the Admission Document "Admission Document" the admission document published by the Company on 7 November 2008, copies of which have been sent to Shareholders and which may be downloaded from the Company's website "AIM" the market of that name, operated by the London Stock Exchange "AIM Rules" the AIM Rules for Companies published by the London Stock Exchange "Articles" the Existing Articles or the New Articles (as the context requires) "BNB" BNB Recruitment Solutions plc, a company incorporated and registered in England and Wales with registered number 1660786, the parent company of, inter alia, the NB Companies "Bancomm" Bancomm Limited, a company incorporated and registered in England and Wales with registered number 4289307, a subsidiary of BNB "BNB Group" BNB and its subsidiaries, including inter alia the NB Companies "BNBRC" BNB Recruitment Consultancy Limited, a company incorporated and registered in England and Wales with registered number 2136204, a subsidiary of BNB "BNBROH" BNB Recruitment Overseas Holdings Limited, a company incorporated and registered in England and Wales with registered number 2694164, a subsidiary of BNB "Board" or "Directors" the directors of the Company as at the date of this announcement, being: John Bartle, Non-executive Chairman Andrew Garner, Chief Executive Sue O'Brien, Managing Director Bruce Lakefield, Non-executive Richard Robinson, Non-executive (and Company Secretary) "Class Meeting" the separate general meeting of Preference Shareholders which will take place at 10.00 a.m. at the offices of Field Fisher Waterhouse LLP, 35 Vine Street, London EC3N 2AA on 2 December 2008, to consider, and if thought fit, pass the Class Meeting Resolutions "Class Meeting Resolutions" the resolutions set out in the Notice of Class Meeting "Company" or "Garner" Garner plc, a company incorporated and registered in England and Wales with registered number 318267 "Company's website" www.garnerinternational.com "Conversion Shares" the 8,348,528 new Ordinary Shares resulting from the conversion of the Preference Shares pursuant to the Re-organisation "CREST" the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST Regulations) "CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended "Deferred B Shares" the deferred `B' shares of 42p par value each in the capital of the Company to be created pursuant to the Re-organisation "Dowgate" Dowgate Capital Advisers Limited, nominated adviser to the Company "DTR" the Disclosure Rules and the Transparency Rules being the Rules published by the FSA from time to time "Enlarged Group" the Group as enlarged by the Acquisition "Enlarged Share Capital" the 70,855,541 Ordinary Shares in issue immediately following Admission, being the Issued Share Capital, the Placing Shares and the Conversion Shares "Existing Articles" the memorandum of association and the articles of association of the Company as at the date of this announcement "FSA" the Financial Services Authority of the United Kingdom "Garner International" Garner International Limited, a company incorporated and registered in England and Wales with registered number 3326763 "General Meeting" an extraordinary general meeting of Garner which will take place at 10.15 a.m. at the offices of Field Fisher Waterhouse LLP, 35 Vine Street, London EC3N 2AA on 2 December 2008 or, if later, immediately following the Class Meeting, to consider and, if thought fit, approve the General Meeting Resolutions "General Meeting Resolutions" the resolutions set out in the Notice of General Meeting relating, inter alia, to the approval of the Acquisition and the Re-organisation "Group" the Company and its subsidiaries: Garner International and Constellation Consulting Limited "Independent Director" Bruce Lakefield "Issued Share Capital" the 38,152,678 Ordinary Shares in issue as at the date of this announcement "London Stock Exchange" London Stock Exchange plc "NB Companies" or "Norman Broadbent" BNBRC, BNBROH and Bancomm "NBSA" NBS Norman Broadbent SA, a company incorporated and registered in Spain "New Articles" the proposed articles of association, which are to be adopted by the Company pursuant to the Resolutions "New Ordinary Shares" the Conversion Shares and the Placing Shares "Notice of Class Meeting" the notice convening the Class Meeting which is set out at the end of the Admission Document "Notice of General Meeting" the notice convening the General Meeting which is set out at the end of the Admission Document "Options" options to subscribe for Ordinary Shares granted prior to the date of this announcement "Ordinary Shares" ordinary shares of 1p par value each in the capital of the Company "Ordinary Shareholders" holders of Ordinary Shares "Placees" subscribers for Placing Shares pursuant to the Placing "Placing" the conditional placing of the Placing Shares pursuant to the Placing Letters "Placing Letters" the letters between the Company and the Placees relating to the subscription for the Placing Shares conditional upon Admission "Placing Price" 3p per Placing Share "Placing Shares" the 24,354,541 new Ordinary Shares to be issued to the Placees pursuant to the Placing "Preference Shares" preference shares of 50p par value each in the capital of the Company "Preference Shareholders" holders of Preference Shares "Proposals" the Acquisition, the Placing, Admission, the Re-organisation and the adoption of the New Articles as further described in the Admission Document
"Regulatory Information Service" a regulatory information service
provider approved by the FSA "Re-organisation" the conversion of the Preference Shares into new Ordinary Shares and Deferred B Shares as set out in the Resolutions "Resolutions" the General Meeting Resolutions and the Class Meeting Resolution "Shareholders" Ordinary Shareholders and Preference Shareholders "Warrants" warrants entitling the registered holder to subscribe for Ordinary Shares at 3p per share as constituted by an instrument dated 7 November 2008, the terms of which are summarised in the Admission Document
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