17 Jul 2007 07:00
Harvard Bidco16 July 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTOTHE UNITED STATES, CANADA, AUSTRALIA OR ANY OTHER RESTRICTED JURISDICTION FOR IMMEDIATE RELEASE 16 July 2007 Recommended Final* Cash Offer by Harvard Bidco for PREMIER ASSET MANAGEMENT PLC Summary • The board of Harvard Bidco and the Independent Directors of Premierannounce that they have reached agreement on the terms of a recommended finalcash offer by Harvard Bidco for Premier of 285 pence in cash per Premier Share. • Harvard Bidco is a newly-incorporated company, backed by theManagement Team and the Electra Investors, that has been formed for the purposeof making the Final Offer. The Management Team includes Mike O'Shea, NeilMacpherson, Mark Friend, David Hambidge and Simon Weldon of Premier. • Harvard Bidco has conditionally agreed to acquire, or has receivedirrevocable undertakings or letters of intent to accept the Final Offer inrespect of, a total of 7,288,929 Premier Shares representing 47.5 per cent. ofthe existing issued share capital of Premier. Assuming full exercise ofrelevant options under the Premier Share Schemes, Harvard Bidco hasconditionally agreed to acquire, or has received irrevocable undertakings orletters of intent to accept the Final Offer in respect of, a total of 9,458,429Premier Shares representing approximately 52 per cent. of the fully dilutedshare capital of Premier. • The Final Offer values the existing issued share capital of Premier atapproximately £43.8 million and the fully diluted share capital of Premier atapproximately £51.9 million. The Final Offer represents a premium ofapproximately: • 28.7 per cent. to the Closing Price of 221.5 pence per Premier Shareon 13 July 2007, the last business day prior to the date of this announcement; • 25.6 per cent. to the average Closing Price of 227 pence per PremierShare for the three month period prior to 13 July 2007, the last business day prior to the date of this announcement; and • 42.4 per cent. to the average Closing Price of 200.1 pence per Premier share over the 12 month period to 13 July 2007, the last business day prior to the date of this announcement. • The Independent Directors, who have been so advised by Altium,consider the terms of the Final Offer to be fair and reasonable. In providingtheir advice to the Independent Directors, Altium have taken into account theIndependent Directors' commercial assessments of the Final Offer. Accordingly,the Independent Directors will unanimously recommend that Premier Shareholdersaccept the Final Offer, and that shareholders vote in favour of the resolutionsto be proposed at the Extraordinary General Meeting, as the IndependentDirectors have irrevocably undertaken to do so in respect of their entirebeneficial holdings. • The Final Offer is conditional, amongst other things, on approval ofthe FSA and approval of the Option Amendments and Management Arrangements to beproposed at the Extraordinary General Meeting. As a result of their interest inthe proposed arrangements, the Management Team will not vote on the ManagementArrangements. • The Independent Directors have provided irrevocable undertakings toaccept the Final Offer in respect of their entire beneficial holdings of PremierShares, amounting, in aggregate, to 385,000 Premier Shares representing 2.5 percent. of the existing issued share capital of Premier. • The Management Team have provided irrevocable undertakings to acceptthe Final Offer in respect of 2,120 Premier Shares in aggregate, representing0.01 per cent. of the existing issued share capital of Premier. • Harvard Bidco has also received irrevocable undertakings to accept theFinal Offer in respect of a further 4,093,304 Premier Shares, representing 26.6per cent. of the existing issued share capital of Premier. • Accordingly, Harvard Bidco has received irrevocable undertakings toaccept the Final Offer, in respect of, a total of 4,480,424 Premier Shares,representing 29.2 per cent. of the existing issued share capital of Premier. • Harvard Bidco has received irrevocable undertakings to vote in favourof the Option Amendments in respect of a total of 6,738,929 Premier Sharesrepresenting 43.9 per cent. of the existing issued share capital of Premier andin favour of the Management Arrangements in respect of a total of 4,355,804Premier Shares representing 33.6 per cent. of the Premier Shares held byIndependent Shareholders. • Premier manages a range of authorised UK and offshore funds andprovides bespoke discretionary management services for both private andcorporate clients. As at 30 June 2007, Premier had in excess of £1.8 billion offunds under management. Commenting on the Final Offer, Mike O'Shea, Chief Executive of Premier said: "This is an extremely exciting move for our staff, investors and all those wework with. This deal is expected to give us a flexible equity structure toenable us to attract, incentivise and retain highly talented individuals acrossthe business. We operate in a fast paced sector of the marketplace. Thisbuy-out gives the senior management team the freedom to ensure we can operate adynamic strategy for the future and realise our ambitious plans for growth. I am also delighted to welcome Mike Vogel as non-executive Chairman. Mike willbe an invaluable addition to the team and his experience and wise counsel will,I believe, be a positive and exciting catalyst for change at Premier." Tim Syder of Electra Partners LLP said: "We believe that private ownership will create the right environment for Premierto expand its assets under management and develop its business. We are verypleased to be supporting Mike O'Shea and his team in this next stage ofPremier's development." Roger Wood, Independent Non-Executive Chairman of Premier said: "The Independent Directors believe that this cash offer, which represents asignificant premium to the pre-offer share price, is fair and reasonable as faras Premier Shareholders are concerned. The offer also provides an opportunityfor Premier Shareholders to realise their investment in Premier with thecertainty of cash." This summary should be read in conjunction with, and is subject to, the fulltext of the following announcement. The Final Offer will be made subject to theconditions set out in Appendix I of the announcement and on and subject to thefull terms and conditions to be set out in the Offer Document (together with theForm of Acceptance for certificated Premier Shares). Appendix I sets out the conditions to the Final Offer. Appendix II sets out further information, including the bases and sources ofinformation from which the financial calculations used in the announcement havebeen derived. Appendix III contains the definitions of terms used in the announcement(including this summary). * Harvard Bidco reserves the right to increase or otherwise amend the FinalOffer should a competitive situation arise. Enquiries: Harvard Bidco Telephone: +44 (0)14 8340 0402Mike O'Shea Numis (financial adviser to Harvard Bidco) Telephone: +44 (0)20 7260 1000Lee Aston, Corporate FinanceChris Wilkinson, Corporate Broking Investor Relations Telephone: +44 (0)20 7758 2230Jo Stonier and Eleanor Mitchell of Quill Communications Premier Telephone: +44 (0)7778 213 337Roger Wood Altium (financial adviser to Premier) Telephone: +44 (0)20 7484 4040Ben ThorneNick Tulloch Electra Partners LLP Telephone: +44 (0)20 7153 1530 Nick Miles of M:Communications Numis, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for Harvard Bidco and no one else in connection with theFinal Offer and will not be responsible to anyone other than Harvard Bidco forproviding the protections afforded to clients of Numis nor for giving advice inrelation to the Final Offer or any matter or arrangement referred to in theannouncement. Altium, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for Premier in connection with the Final Offer and for no oneelse in connection with the Final Offer and will not be responsible to anyoneother than Premier for providing the protections afforded to clients of Altiumor for giving advice in relation to the Final Offer or any matter or arrangementreferred to in the announcement. DEALING DISCLOSURE REQUIREMENTS Under the provisions of Rule 8.3 of the Takeover Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1 per cent. or more of anyclass of "relevant securities" of Premier, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Premier, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in"relevant securities" of Premier by Harvard Bidco or Premier, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London 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 http://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 virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Takeover Code, which can also befound on the Panel's website. If you are in any doubt as to whether or not youare required to disclose a "dealing" under Rule 8, you should consult the Panel. The announcement is not intended to, and does not, constitute or form part ofany offer, invitation or the solicitation of an offer to purchase, otherwiseacquire, subscribe for, sell or otherwise dispose of, any securities pursuant tothe announcement or otherwise. The Final Offer will be made solely by the OfferDocument (together with the Form of Acceptance for certificated Premier Shares)will contain the full terms and conditions of the Final Offer, including detailsof how the Final Offer may be accepted. The Final Offer will be subject to the applicable rules and regulations of theFSA, AIM, the London Stock Exchange and the Takeover Code. The announcement has been prepared in accordance with English law, the TakeoverCode and the AIM Rules and information disclosed may not be the same as thatwhich would have been prepared in accordance with the laws of jurisdictionsoutside England. The distribution of the announcement in jurisdictions other than the UnitedKingdom and the availability of the Final Offer to Premier Shareholders who arenot resident in and citizens of the United Kingdom may be affected by the lawsof relevant jurisdictions in which they are located or of which they arecitizens. Therefore any persons who are subject to the laws of any jurisdictionother than the United Kingdom or Premier Shareholders who are not resident in orcitizens of the United Kingdom will need to inform themselves about, andobserve, any applicable requirements. Unless otherwise determined by Harvard Bidco, or required by the Takeover Codeand permitted by applicable law and regulation, the Final Offer is not being,and will not be, made, directly or indirectly, in or into or by the use of themails of, or by any other means or instrumentality (including, withoutlimitation, electronic mail, facsimile transmission, telex, telephone, internetor other forms of electronic communication) of interstate or foreign commerceof, or any facility of a national state or other securities exchange of anyRestricted Jurisdiction and will not be capable of acceptance by any such use,means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Harvard Bidco or required by theTakeover Code and permitted by applicable law and regulation, copies of theannouncement are not being, and must not be, directly or indirectly, mailed,transmitted or otherwise forwarded, distributed or sent in, into or from anyRestricted Jurisdiction and persons receiving the announcement (including,without limitation, custodians, nominees and trustees) should observe theserestrictions and must not mail or otherwise forward, distribute or send it in,into or from such jurisdiction. Any person (including, without limitation, anycustodian, nominee and trustee) who would, or otherwise intends to, or who mayhave a contractual or legal obligation to, forward the announcement and/or theOffer Document and/or any other related document to any jurisdiction outside theUnited Kingdom should inform themselves of, and observe, any applicable legal orregulatory requirements of the relevant jurisdiction. The announcement, including information included or incorporated by reference inthe announcement, may contain "forward looking statements" concerning theHarvard Bidco Group and Premier. Generally, the words "will", "may", "should","continue", "believes", "expects", "intends", "anticipates" or similarexpressions identify forward looking statements. The forward looking statementsinvolve risks and uncertainties that could cause actual results to differmaterially from those suggested by them. Many of these risks and uncertaintiesrelate to factors that are beyond the companies' abilities to control orestimate precisely, such as future market conditions and the behaviours of othermarket participants, and therefore undue reliance should not be placed on suchstatements which speak only as at the date of the announcement. Neither Premiernor any member of the Harvard Bidco Group assumes any obligation and does notintend to update these forward looking statements, except as required pursuantto applicable law. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTOTHE UNITED STATES, CANADA, AUSTRALIA OR ANY OTHER RESTRICTED JURISDICTION FOR IMMEDIATE RELEASE 16 July 2007 Recommended Final* Cash Offer by Harvard Bidco for PREMIER ASSET MANAGEMENT PLC 1. Introduction The board of Harvard Bidco and the Independent Directors of Premier announcethat they have reached agreement on the terms of a recommended final cash offerto be made by Harvard Bidco for the entire issued and to be issued share capitalof Premier (other than Premier Shares which Harvard Bidco has conditionallyagreed to acquire). Harvard Bidco is a newly-incorporated company, backed by the Management Team andthe Electra Investors, that has been formed for the purpose of making the FinalOffer. The Management Team includes Mike O'Shea, Neil Macpherson, Mark Friend,David Hambidge and Simon Weldon of Premier. * Harvard Bidco reserves the right to increase or otherwise amend the FinalOffer should a competitive situation arise. 2. The Final Offer The Final Offer for the Premier Shares (other than Premier Shares which HarvardBidco has conditionally agreed to acquire under the Exchange and SubscriptionAgreement), which will be on the terms and subject to the conditions set outbelow and in Appendix I, and to be set out in the Offer Document (together withthe Form of Acceptance for certificated Premier Shares), will be made on thefollowing basis: For each Premier ordinary share 285 pence in cash The Final Offer values the existing issued share capital of Premier atapproximately £43.8 million and the fully diluted share capital of Premier atapproximately £51.9 million. The Final Offer represents a premium ofapproximately: • 28.7 per cent. to the Closing Price of 221.5 pence per Premier Shareon 13 July 2007, the last business day prior to the date of this announcement; • 25.6 per cent. to the average Closing Price of 227 pence per PremierShare for the three month period prior to 13 July 2007, the last business dayprior to the date of this announcement; and • 42.4 per cent. to the average Closing Price of 200.1 pence per PremierShare over the 12 month period to 13 July 2007, the last business day prior tothe date of this announcement. The Premier Shares will be acquired pursuant to the Final Offer fully paid andfree from all liens, charges, equities, encumbrances, rights of pre emption andany other interests of any nature whatsoever and together with all rights now orhereafter attaching thereto, including voting rights and the right to receiveand retain in full all dividends and other distributions (if any) declared, madeor paid on or after the date of this announcement. The Final Offer will extend to any Premier Shares transferred or sold fromtreasury or unconditionally allotted or issued prior to the date on which theFinal Offer closes (or such earlier date as Harvard Bidco decides), includingshares issued or transferred from treasury pursuant to the exercise of optionsgranted under the Premier Share Schemes (other than Premier Shares which HarvardBidco has conditionally agreed to acquire under the Exchange and SubscriptionAgreement). 3. Reasons for the Final Offer and future plans for Premier The directors of Harvard Bidco believe that the acquisition of Premier willprovide an opportunity to develop and enhance the business and operations ofPremier in a manner that would not be possible in a listed environment. Inparticular, the directors of Harvard Bidco believe that, in an unlistedenvironment, with the support and experience of the Electra Investors and withthe extensive fund management experience of Harvard Bidco's non-executivechairman designate, Mike Vogel, the business of Premier will be betterpositioned: • to expand its assets under management by, inter alia, reinvestingprofits in infrastructure and sales and marketing resource; • to attract and retain highly talented personnel using equityincentives; and • to cope with the cyclicality of equity markets. The directors of Harvard Bidco also believe that the Final Offer represents fulland fair value for the Premier business in its current form and offers PremierShareholders the opportunity to realise in cash their entire investment inPremier at a significant premium to the current share price and at a price thatthe directors of Harvard Bidco believe would not be achievable in theforeseeable future in the absence of the Final Offer. 4. Recommendation The Independent Directors, who have been so advised by Altium, consider theterms of the Final Offer to be fair and reasonable. In providing their adviceto the Independent Directors, Altium has taken into account the IndependentDirectors' commercial assessments of the Final Offer. Accordingly, theIndependent Directors intend to unanimously recommend that Premier Shareholdersaccept the Final Offer, and that those Premier Shareholders which are entitledto vote on such resolutions, vote in favour of the resolutions to be proposed atthe Extraordinary General Meeting, as the Independent Directors have irrevocablyundertaken to do in respect of their entire holdings, which, in aggregate,amount to 385,000 Premier Shares, representing 2.5 per cent. of the existingissued share capital of Premier and approximately 3 per cent. of the PremierShares held by Independent Shareholders. 5. Background to and reasons for the Recommendation The Independent Directors believe that Premier has established itself as asuccessful independent asset manager in the UK in its chosen niche markets.While it continues to grow its assets under management both organically and byacquisition, it still lacks the desired critical mass to compete effectively inweak as well as strong markets against many of its competitors. The IndependentDirectors also believe that further opportunities exist for consolidation aswell as entry into complementary markets through selected acquisitions. However,recent evidence has shown that the prices of available acquisition targets andthe competition to acquire such targets have risen to levels which are notalways consistent with the returns reasonably expected by Premier Shareholders. Whilst the Independent Directors are confident that the prospects for thebusiness as an independent company remain strong, they believe that the businessmay have greater opportunities to develop and expand away from a quotedenvironment. In addition, they also recognise that the Final Offer representsan opportunity for Premier Shareholders to realise their entire investment inPremier at an attractive price, in cash. In considering whether to recommend the Final Offer, the Independent Directorshave taken into account a number of factors, including the following: • the Final Offer provides Premier Shareholders with an opportunity torealise their investment for cash at a significant premium to the current shareprice. The Final Offer represents a premium of 42.4 per cent. to the averageClosing Price of 200.1 pence per Premier Share for the 12 month period prior to13 July 2007; a premium of 25.6 per cent. to the average Closing Price of 227pence per Premier Share for the three month period prior to 13 July 2007, thelast business day prior to the date of this announcement; and a premium of 28.7per cent. to the Closing Price of 221.5 pence per Premier Share on 13 July 2007,being the last business day prior to the date of this announcement; • the Final Offer provides certainty of value to Premier Shareholders,realisable in cash; and • the Management Team are backing Harvard Bidco and have a collectiveshareholding of 2,260,625 Premier Shares, representing 14.7 per cent. of theentire issued share capital of Premier. In addition, the Management Team have2,059,857 options and/or interests in 9,590 Premier Shares under the SIP Scheme. Taking into account the collective shareholding and interest of the ManagementTeam under the Premier Share Schemes, this represents 23.8 per cent. of thefully diluted share capital of Premier. 6. Management Arrangements The Management Team, their associated trusts, self-invested pension plans andcertain of their immediate family members have entered (or will enter as soon aspracticable following the date of this announcement) into a conditional Exchangeand Subscription Agreement with Harvard Bidco and the Electra Investors, underwhich they each agree to transfer to Harvard Bidco either the whole or part oftheir present holdings of Premier Shares (except Premier Shares held through theSIP Scheme) and certain of the Premier Shares issued to them on exercise oftheir respective options under the EMI Option Scheme, being, in aggregate,2,619,911 Premier Shares, representing 14.4 per cent. of the fully diluted sharecapital of Premier. Harvard Bidco will therefore acquire the Premier Shares subject to the Exchangeand Subscription Agreement outside the terms of the Final Offer. The transferto Harvard Bidco of the Premier Shares under the Exchange and SubscriptionAgreement is conditional on, amongst other things, the Final Offer becoming orbeing declared unconditional in all respects. The balance of the Premier Sharesnot being acquired under the Exchange and Subscription Agreement, includingthose Premier Shares issued pursuant to the exercise of the options held underthe Unapproved Option Scheme, the balance of those Premier Shares issuedpursuant to the exercise of the options held under EMI Option Scheme and thosePremier Shares held by employees (including members of the Management Team)under the SIP Scheme, will be subject to the terms of the Final Offer. In consideration for the transfer of the Premier Shares to Harvard Bidcopursuant to the Exchange and Subscription Agreement, and certain further cashsubscriptions to be made by Paul Branigan and Mike Hammond pursuant to thatagreement, the Management Team, their associated trusts, self-invested pensionplans and certain of their immediate family members will be issued newsecurities by Harvard Bidco consisting of a combination of Harvard BidcoOrdinary Shares and Harvard Bidco Preference Shares. That combination ofHarvard Bidco Ordinary Shares and Harvard Bidco Preference Shares will be in thesame proportion as are issued to the Electra Investors for cash. The HarvardBidco Preference Shares will entitle holders to a cumulative, preferentialdividend of 15 per cent. per annum on the issue price of those shares as wellas, during the first five years following their issue, a dividend equal to 20per cent. of any dividend declared on Harvard Bidco Ordinary Shares. Following the Final Offer becoming or being declared unconditional in allrespects, the Premier Shares acquired by Harvard Bidco pursuant to the Exchangeand Subscription Agreement and the Premier Shares acquired by Harvard Bidcopursuant to the Final Offer will be transferred to Harvard Holdings, eitherdirectly or indirectly through Harvard Midco. Mike Vogel will be appointed as Chairman of Harvard Bidco following the FinalOffer becoming or being declared unconditional in all respects. Mike Vogel willmake, under the Exchange and Subscription Agreement, a cash subscription of£942,190 in consideration for the issue of 330,593 Harvard Bidco Ordinary Sharesand 330,593 Harvard Bidco Preference Shares. In addition, Mike Vogel will begranted options over 7 per cent. of the Harvard Bidco Ordinary Shares. Immediately following the Final Offer becoming or being declared unconditionalin all respects, it is anticipated that the Harvard Bidco Equity Shares will beheld as to 31.6 per cent. by the Management Team, their associated trusts andcertain of their immediate family members, as to 22.2 per cent. by the SIPPsTrustees, as to 39.7 per cent. by the Electra Investors and as to 6.4 per cent.by Mike Vogel. The Management Team will also be party to a Shareholders' Agreement with,amongst others, the Electra Investors, governing their investment in the HarvardBidco Group going forward. The Management Team will remain with Premier if the Final Offer becomes or isdeclared unconditional in all respects. Conditional upon the Final Offerbecoming or being declared unconditional in all respects, it is intended thateach member of the Management Team will enter into a new service contract onsuch terms as are to be agreed between the Electra Investors and each relevantmember of the Management Team. It is intended that following the Final Offer becoming or being declaredunconditional, Bfm Capital Partners Nominees Limited in its capacity as nomineeof the Botts Retirement Benefit Scheme will make a cash subscription of £200,000in consideration for the issue of 70,175 Harvard Bidco Ordinary Shares and70,175 Harvard Bidco Preference Shares. It is also intended that following the Final Offer becoming or being declaredunconditional in all respects certain employees of Premier will be invited tosubscribe in Harvard Bidco on a cash investment basis. Further details of the Exchange and Subscription Agreement and the Shareholders'Agreement will be set out in the Offer Document. 7. Option Amendments It is intended that the Unapproved Option Scheme and the EMI Option Scheme beamended to bring forward the relevant option exercise trigger dates so that theoptions may be exercised prior to the change of control of Premier but followingthe Final Offer being declared unconditional in all respects. Amending theUnapproved Option Scheme and the EMI Option Scheme requires Premier Shareholderapproval (as described in paragraph 8 below). 8. Extraordinary General Meeting The Final Offer is conditional upon, inter alia, the passing at theExtraordinary General Meeting, of ordinary resolutions to approve both theManagement Arrangements and the Option Amendments. The Rules of the Takeover Code require that the vote on the ManagementArrangements be conducted by way of poll and that only Premier Shareholders thatare considered independent should vote on such resolution. As a result of theirinterest in the arrangements, neither the Management Team nor any of theirconcert parties will vote on the resolution to approve the ManagementArrangements to be proposed at the Extraordinary General Meeting. Altium considers that the terms of the Management Arrangements are fair andreasonable so far as the Independent Shareholders are concerned. The Independent Directors intend to unanimously recommend the IndependentShareholders to vote in favour of the Management Arrangements and all PremierShareholders to vote in favour of the Option Amendments. Harvard Bidco has received irrevocable undertakings (including from theIndependent Directors) to vote in favour of the resolution to approve the OptionAmendments in respect of 6,738,929 Premier Shares, representing 43.9 per cent.of Premier's existing issued share capital. Harvard Bidco has received irrevocable undertakings (including from theIndependent Directors) to vote in favour of the resolution to approve theManagement Arrangements in respect of 4,355,804 Premier Shares, representing33.6 per cent. of Premier Shares held by Independent Shareholders. 9. Information on the Harvard Bidco Group and the ElectraInvestors (a) The Harvard Bidco Group Harvard Bidco is a newly-incorporated company which has been formed for thepurpose of making the Final Offer. Harvard Bidco will be owned as set out inparagraphs 6 above and 9(b) below. Harvard Midco is a wholly owned subsidiary of Harvard Bidco, which wasincorporated in England and Wales on 9 July 2007. Harvard Holdings is a wholly owned subsidiary of Harvard Midco, which wasincorporated in England and Wales on 9 July 2007. Each member of the Harvard Bidco Group was formed at the direction of theManagement Team. No member of the Harvard Bidco Group has traded sinceincorporation nor entered into any obligations other than in connection with themaking and financing of the Final Offer. (b) Further information on Harvard Bidco Immediately following the Final Offer having become or been declaredunconditional in all respects, the Harvard Bidco Equity Shares will be held asto 31.6 per cent. by the Management Team, their associated trusts and certain oftheir immediate family members, as to 22.2 per cent. by the SIPPs Trustees, asto 39.7 per cent. by the Electra Investors and as to 6.4 per cent. by MikeVogel. (c) The boards of the Harvard Bidco Group At the date of this announcement, the directors of each of Harvard Bidco,Harvard Midco and Harvard Holdings are Alex Cooper-Evans, Tim Syder, NeilMacpherson and Mike O'Shea. Each of Neil Macpherson and Mike O'Shea are alsodirectors of Premier. Mike Vogel will be appointed as Chairman of Harvard Bidco following the FinalOffer having become or being declared unconditional in all respects. (d) Electra and the Electra Investors Electra Partners LLP is an independent private equity fund manager with totalfunds under management of approximately £900 million. Electra Partners LLP isthe discretionary manager of Electra Private Equity PLC (formerly ElectraInvestment Trust PLC), an investment trust quoted on the London Stock Exchangesince 1976 with gross assets of approximately £900 million as at 31 March 2007. Electra Partners LLP is focused on the mid-sized European buy-out market, makinginvestments of up to £75 million on behalf of funds under its management in abroad spectrum of private equity opportunities, including direct investment,fund investment, property investment and secondary buyouts of portfolios andfunds; and a range of financial instruments such as equity, senior equity,convertibles and mezzanine debt. Electra Private Equity PLC is the sole client of Electra Partners LLP and has amarket capitalisation of £617 million. 10. Information on Premier Premier is a Guildford based asset management business focused on designing anddistributing investment solutions to the UK intermediary market. The PremierGroup has, as at 30 June 2007, in excess of £1.8 billion under management acrossa range of open and closed ended funds. The origins of the Premier Group date back to the late 1980s when Premier FundManagers Limited was established as the asset management subsidiary of aninvestment advisory business. The Premier Group's operating companies nowcomprise the quoted holding company and two FSA regulated trading subsidiaries,Premier Fund Managers Limited and Premier Portfolio Managers Limited. 11. Financing the Final Offer Harvard Bidco will initially be financed using a combination of equity and debt.Approximately £48.8 million of equity and debt (in the latter case, to beprovided by way of an interim loan of £43 million) will be provided by theElectra Investors, approximately £7.6 million of equity will be provided by theManagement Team, their associated trusts and certain of their immediate familymembers, (including by way of the Premier Shares and reinvestment in HarvardBidco Equity Shares pursuant to the Exchange and Subscription Agreement) andapproximately £1.3 million of equity will be provided (by way of cashsubscription pursuant to the Exchange and Subscription Agreement) by certain ofthe Management Team and Mike Vogel. The debt to be provided by the ElectraInvestors will initially be lent to Harvard Holdings which will on-lendsufficient of the proceeds thereof to Harvard Bidco in order for Harvard Bidcoto pay the consideration due under the Final Offer for its acquisition ofPremier Shares. Under the interim loan facility, Harvard Bidco will not be in a position todeclare the Final Offer unconditional as to acceptances until it has receivedvalid acceptances of the Final Offer representing not less than 90 per cent. ofthe Premier Shares to which the Final Offer relates (unless such condition iswaived by the lender). Numis is satisfied that the necessary financial resources are available toHarvard Bidco to satisfy the cash consideration payable under the Final Offer infull. Completion of the Final Offer would result in a maximum cashconsideration of approximately £44,417,390 being payable by Harvard Bidco toPremier Shareholders, assuming full acceptance of the Final Offer and exercisein full of all outstanding options under the Premier Share Schemes. 12. Directors, management and employees Harvard Bidco attaches great importance to the skills and experience of theexisting management and employees of Premier. Harvard Bidco has givenassurances to the Independent Directors of Premier that, on the Final Offerbecoming or being declared unconditional in all respects, the existingemployment rights, including pension rights, of all Harvard Bidco Groupemployees will be observed at least to the extent required by applicable law.Harvard Bidco's plans for Premier do not involve any material change in theconditions of employment of Premier Group employees generally. Harvard Bidcoalso has no current intention to change the location of Premier Group's placesof business. The term of Roger Wood's appointment as non-executive director, which wouldotherwise have expired on 11 July 2007, has been renewed for a further period of12 months expiring on 11 July 2008 at a fee of £50,000 per annum, subject totermination at any time by 3 months notice. The term of Andrew Watkins'appointment as a non-executive director, which would otherwise have expired on14 July 2007, has been renewed for a further period of 12 months expiring on 14July 2008 at a fee of £27,500 per annum, subject to termination at any time by 3months notice. In addition, Roger Wood will be paid an additional fee of£30,000 and Andrew Watkins will be paid an additional fee of £15,000 in respectof the additional work required of the Independent Directors in connection withthe Final Offer. The Independent Directors of Premier have agreed to resign subject to, and witheffect from, the Final Offer becoming or being declared unconditional in allrespects. It is proposed that, upon their resignations, each of the Independent Directorswill be paid a fee representing his notice period entitlement, amounting to£12,500 in the case of Roger Wood and £6,875 in the case of Andrew Watkins. Certain details of certain arrangements with the Management Team are set out inparagraph 6 above. 13. Premier Share Schemes The Final Offer will extend to any Premier Shares transferred or sold fromtreasury or unconditionally allotted or issued prior to the date on which theFinal Offer closes (or such earlier date as Harvard Bidco decides), includingshares issued or transferred from treasury pursuant to the exercise of optionsgranted under the Premier Share Schemes (other than Premier Shares which HarvardBidco has conditionally agreed to acquire under the Exchange and SubscriptionAgreement). If the Final Offer becomes or is declared unconditional in all respects, HarvardBidco will make appropriate proposals to the holders of options under thePremier Share Schemes. 14. Irrevocable Undertakings The Independent Directors have provided irrevocable undertakings to accept theFinal Offer and to vote in favour of the Option Amendments and the ManagementArrangements in respect of their entire beneficial holdings of Premier Shares,amounting, in aggregate, to 385,000 Premier Shares representing 2.5 per cent. ofthe existing issued share capital of Premier and approximately 3 per cent. ofthe Premier Shares held by Independent Shareholders. The Management Team have provided irrevocable undertakings to accept the FinalOffer in respect of 2,120 Premier Shares in aggregate, representing 0.01 percent. of the existing issued share capital of Premier. In addition, any PremierShares resulting from the exercise of the options by the Management Team underthe Premier Share Schemes will become subject to the irrevocable undertakingprovided by the Management Team (other than shares being acquired pursuant tothe Exchange and Subscription Agreement). Members of the Management Team havealso provided irrevocable undertakings to vote in favour of the OptionAmendments in respect of 2,260,625 Premier Shares, representing approximately 15per cent. of the existing share capital of Premier. Harvard Bidco has also received irrevocable undertakings to accept the FinalOffer and to vote in favour of the Option Amendments in respect of a further4,093,304 Premier Shares, representing 26.6 per cent. of the existing issuedshare capital of Premier. Harvard Bidco has received irrevocable undertakingsto vote in favour of the Management Arrangements in respect of a further3,970,804 Premier Shares representing 30.6 per cent. of the Premier Shares heldby Independent Shareholders. In total, therefore, Harvard Bidco has received irrevocable undertakings toaccept the Final Offer in respect of a total of 4,480,424 Premier Shares,representing 29.2 per cent. of the existing issued share capital of Premier.Harvard Bidco has received irrevocable undertakings to vote in favour of theOption Amendments in respect of a total of 6,738,929 Premier Shares representing43.9 per cent. of the existing issued share capital of Premier and in favour ofthe Management Arrangements in respect of a total of 4,355,804 Premier Sharesrepresenting 33.6 per cent. of the Premier Shares held by IndependentShareholders. Under the Exchange and Subscription Agreement (assuming full exercise of therelevant options by the Management Team under the Premier Share Schemes),Harvard Bidco has agreed (conditional upon, inter alia, the Final Offer becomingor being declared unconditional in all respects) to acquire from the members ofthe Management Team, their associated trusts, self-invested pension plans andimmediate families a total of 2,619,911 Premier Shares, representing 14.4 percent. of the fully diluted share capital of Premier. Assuming full exercise ofthe relevant options under the Premier Share Schemes, Harvard Bidco hasconditionally agreed to acquire, or has received irrevocable undertakings orletters of intent to accept the Final Offer in respect of, a total of 9,458,429Premier Shares representing approximately 52 per cent. of the fully dilutedshare capital of Premier. Further details of the irrevocable undertakings received by Harvard Bidco areset out in paragraph 3 of Appendix II. 15. Overseas shareholders The availability of the Final Offer to persons not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions. Such personsshould inform themselves about and observe any applicable requirements. Furtherdetails about overseas shareholders will be contained in the Offer Document. The Final Offer will not be made, directly or indirectly, in or into or by theuse of the mails of, or any means or instrumentality (including, but not limitedto, facsimile, e mail or other electronic transmission, telex or telephone) ofinterstate or foreign commerce of, or of any facility of a national, state orother securities exchange of, any Restricted Jurisdiction and will not becapable of acceptance by any such use, means, instrumentality or otherwise fromwithin any Restricted Jurisdiction. Accordingly, copies of this announcementare not being, and must not be, mailed or otherwise distributed or sent in, intoor from any Restricted Jurisdiction. Persons receiving this announcement(including, without limitation, custodians, nominees and trustees) must notdistribute, mail or send it in, into or from any Restricted Jurisdiction, and sodoing may render any purported acceptance of the Final Offer invalid. 16. Compulsory Acquisition, Cancellation of Listing and Admission toTrading and Re-registration If Harvard Bidco receives acceptances under the Final Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Premier Shares by nominalvalue and voting rights attaching to such shares to which the Final Offerrelates, Harvard Bidco intends to exercise its rights pursuant to the provisionsof Chapter 3 of Part 28 of the 2006 Act to squeeze out the remaining PremierShares. After the Final Offer becomes or is declared unconditional in all respects andHarvard Bidco has by virtue of its shareholdings and acceptances of the FinalOffer acquired, or agreed to acquire, issued share capital representing at least75 per cent. of the voting rights of Premier Shares, Harvard Bidco intends toprocure the making of an application by Premier for cancellation, respectively,of the trading in Premier Shares and of the listing of Premier Shares on AIM. Anotice period of not less than 20 business days prior to the cancellation willcommence either on Harvard Bidco attaining 75 per cent. or more of the votingrights as described above or on the first date of issue of squeeze out noticesunder Chapter 3 of Part 28 of the 2006 Act. Delisting would significantlyreduce the liquidity and marketability of any Premier Shares not assented to theFinal Offer. It is also proposed that, following the Final Offer becoming unconditional inall respects and after the Premier Shares are delisted, Premier will bere-registered as a private company under the relevant provisions of the 1985Act. 17. Inducement Fee Premier and Electra Partners LLP entered into an agreement on 29 June 2007pursuant to which Premier has agreed to pay the sum of £518,840 to ElectraPartners LLP in the event that inter alia: (a) prior to the expiry of the offer period (as that term isdefined in the Takeover Code), the Independent Directors withdraw, or adverselymodify, or make subject to any additional condition or qualification (notpreviously agreed with Harvard Bidco) the recommendation of the Final Offer(including, for the avoidance of doubt, if the Premier Board recommends anIndependent Competing Offer) or fail to include the recommendation of the FinalOffer in the Offer Document; or (b) an Independent Competing Offer for Premier is announcedunder Rule 2.5 of the Takeover Code before the Final Offer lapses, or iswithdrawn with the consent of the Panel, and such Independent Competing Offersubsequently becomes or is declared wholly unconditional or is otherwisecompleted. Pursuant to Rule 21.2 of the Takeover Code, Altium and Premier have confirmed tothe Panel that they consider these arrangements to be in the best interests ofPremier Shareholders. 18. Disclosure of Interests in Premier Save as set out in paragraph 4 in Appendix II, neither Harvard Bidco nor, so faras Harvard Bidco is aware, any person acting or deemed to be acting in concertwith Harvard Bidco, has any interest in any Premier Shares or in any securitiesconvertible or exchangeable into Premier Shares ("Relevant Premier Securities")or has any rights to subscribe for Relevant Premier Securities or holds anyshort position in relation to Relevant Premier Securities (whether conditionalor absolute and whether in the money or otherwise), including any short positionunder a derivative, any agreement to sell or any delivery obligation or right torequire another person to purchase or take delivery, or has borrowed or lent anyRelevant Premier Securities or has any arrangement in relation to RelevantPremier Securities. For these purposes, "arrangement" includes indemnity oroption arrangements and any agreement or understanding, formal or informal, ofwhatever nature, relating to Relevant Premier Securities which may be aninducement to deal or refrain from dealing in such securities. In the interestsof secrecy prior to this announcement, Harvard Bidco has not made any enquiriesin this respect of certain parties which are or may be deemed to be acting inconcert with it for the purposes of the Final Offer. If such enquiries, whichare now being made, reveal any relevant additional interests, the same will bediscussed with the Panel and, if appropriate, will be disclosed to PremierShareholders. 19. General The Final Offer is conditional, amongst other things, on approval of theacquisition by the FSA. The Final Offer will be on the terms and subject to the conditions set outherein and in Appendix I, and to be set out in the Offer Document (together withthe Form of Acceptance for certificated Premier Shares). Harvard Bidcoanticipates that the formal Offer Document will be sent to Premier Shareholdersshortly. This announcement does not constitute an offer or an invitation to purchase orsubscribe for any securities. In accordance with Rule 2.10 of the Takeover Code, Premier confirms that, as atclose of business on 13 July 2007, it had in issue 15,360,552 ordinary shares of10 pence each ("Ordinary Shares"). The International Securities IdentificationNumber for the Ordinary Shares is GB0009526285. 20. Appendices Appendix I sets out the conditions of the Final Offer. Appendix II sets out further information, including the bases and sources ofinformation from which the financial calculations used in this announcement havebeen derived. Appendix III contains the definitions of terms used in this announcement. 21. Enquiries Enquiries: Harvard Bidco Telephone: +44 (0)14 8340 0402Mike O'Shea Numis (financial adviser to Harvard Bidco) Telephone: +44 (0)20 7260 1000Lee Aston, Corporate FinanceChris Wilkinson, Corporate Broking Investor Relations Telephone: +44 (0)20 7758 2230Jo Stonier and Eleanor Mitchell of Quill Communications Premier Telephone: +44 (0)7778 213 337Roger Wood Altium (financial adviser to Premier) Telephone: +44 (0)20 7484 4040Ben ThorneNick Tulloch Electra Partners LLP Telephone: +44 (0)20 7153 1530 Nick Miles of M:Communications Numis, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for Harvard Bidco and no one else in connection with theFinal Offer and will not be responsible to anyone other than Harvard Bidco forproviding the protections afforded to clients of Numis nor for giving advice inrelation to the Final Offer or any matter or arrangement referred to in thisannouncement. Altium, which is authorised and regulated in the United Kingdom by the FSA, isacting exclusively for Premier in connection with the Final Offer and for no oneelse in connection with the Final Offer and will not be responsible to anyoneother than Premier for providing the protections afforded to clients of Altiumor for giving advice in relation to the Final Offer or any matter or arrangementreferred to in this announcement. DEALING DISCLOSURE REQUIREMENTS Under the provisions of Rule 8.3 of the Takeover Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1 per cent. or more of anyclass of "relevant securities" of Premier, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Premier, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in"relevant securities" of Premier by Harvard Bidco or Premier, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London 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 Takeover Panel's website at http://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 virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Takeover Code, which can also befound on the Panel's website. If you are in any doubt as to whether or not youare required to disclose a "dealing" under Rule 8, you should consult the Panel. This announcement is not intended to, and does not, constitute or form part ofany offer, invitation or the solicitation of an offer to purchase, otherwiseacquire, subscribe for, sell or otherwise dispose of, any securities pursuant tothis announcement or otherwise. The Final Offer will be made solely by theOffer Document (together with the Form of Acceptance for certificated PremierShares) will contain the full terms and conditions of the Final Offer, includingdetails of how the Final Offer may be accepted. The Final Offer will be subject to the applicable rules and regulations of theFSA, AIM, the London Stock Exchange and the Takeover Code. This announcement has been prepared in accordance with English law, the TakeoverCode and the AIM Rules and information disclosed may not be the same as thatwhich would have been prepared in accordance with the laws of jurisdictionsoutside England. The distribution of this announcement in jurisdictions other than the UnitedKingdom and the availability of the Final Offer to Premier Shareholders who arenot resident in and citizens of the United Kingdom may be affected by the lawsof relevant jurisdictions in which they are located or of which they arecitizens. Therefore any persons who are subject to the laws of any jurisdictionother than the United Kingdom or Premier Shareholders who are not resident in orcitizens of the United Kingdom will need to inform themselves about, andobserve, any applicable requirements. Unless otherwise determined by Harvard Bidco, or required by the Takeover Codeand permitted by applicable law and regulation, the Final Offer is not being,and will not be, made, directly or indirectly, in or into or by the use of themails of, or by any other means or instrumentality (including, withoutlimitation, electronic mail, facsimile transmission, telex, telephone, internetor other forms of electronic communication) of interstate or foreign commerceof, or any facility of a national state or other securities exchange of anyRestricted Jurisdiction and will not be capable of acceptance by any such use,means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Harvard Bidco or required by theTakeover Code and permitted by applicable law and regulation, copies of thisannouncement are not being, and must not be, directly or indirectly, mailed,transmitted or otherwise forwarded, distributed or sent in, into or from anyRestricted Jurisdiction and persons receiving this announcement (including,without limitation, custodians, nominees and trustees) should observe theserestrictions and must not mail or otherwise forward, distribute or send it in,into or from such jurisdiction. Any person (including, without limitation, anycustodian, nominee and trustee) who would, or otherwise intends to, or who mayhave a contractual or legal obligation to, forward this announcement and/or theOffer Document and/or any other related document to any jurisdiction outside theUnited Kingdom should inform themselves of, and observe, any applicable legal orregulatory requirements of the relevant jurisdiction. This announcement, including information included or incorporated by referencein this announcement, may contain "forward looking statements" concerning theHarvard Bidco Group and Premier. Generally, the words "will", "may", "should","continue", "believes", "expects", "intends", "anticipates" or similarexpressions identify forward looking statements. The forward looking statementsinvolve risks and uncertainties that could cause actual results to differmaterially from those suggested by them. Many of these risks and uncertaintiesrelate to factors that are beyond the companies' abilities to control orestimate precisely, such as future market conditions and the behaviours of othermarket participants, and therefore undue reliance should not be placed on suchstatements which speak only as at the date of this announcement. NeitherPremier nor any member of the Harvard Bidco Group assumes any obligation and donot intend to update these forward looking statements, except as requiredpursuant to applicable law. APPENDIX I Conditions of the Final Offer The Final Offer, which will be made by Harvard Bidco, will comply with theapplicable rules and regulations of the FSA, AIM, the London Stock Exchange andthe Takeover Code, will be governed by English law and will be subject to thejurisdiction of the courts of England. In addition it will be subject to theterms and conditions set out below and to the further terms to be set out infull in the Offer Document and, in the case of certificated Premier Shares, therelated Form of Acceptance. Conditions of the Final Offer The Final Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted,withdrawn) by not later than 1.00 p.m. (London time) on the first closing dateof the Final Offer (or such later time(s) and/or date(s) as Harvard Bidco may,subject to the rules of the Takeover Code or with the consent of the Panel,decide) in respect of not less than 90 per cent. (or such lower percentage asHarvard Bidco may decide) of the Premier Shares to which the Final Offer relatesand of the voting rights attached to those shares, provided that this conditionwill not be satisfied unless Harvard Bidco (together with its wholly ownedsubsidiaries) shall have acquired or agreed to acquire (whether pursuant to theFinal Offer or otherwise) Premier Shares carrying in aggregate more than 50 percent. of the voting rights then normally exercisable at a general meeting ofPremier, including for this purpose (except to the extent otherwise agreed bythe Panel) any such voting rights attaching to Premier Shares that areunconditionally allotted or issued before the Final Offer becomes or is declaredunconditional as to acceptances whether pursuant to the exercise of anyoutstanding subscription or conversion rights or otherwise. For the purposes of this condition: (i) Premier Shares which have been unconditionally allottedshall be deemed to carry the voting rights they will carry upon issue; (ii) Premier Shares that cease to be held in treasury arePremier Shares to which the Final Offer relates; and (iii) the expression "Premier Shares to which the Final Offerrelates" shall be construed in accordance with Chapter 3 of Part 28 of the 2006Act; (b) the passing at an extraordinary general meeting of Premier (orat any adjournment of the meeting) of the resolution(s) set out in a notice ofextraordinary general meeting of Premier (to be contained in the Offer Document)approving the Option Amendments and the Management Arrangements or of such otherresolution or resolutions as may be required by the Panel to approve sucharrangements; (c) without limitation to conditions (d) and (f), the FSA havingnotified its approval in writing on terms satisfactory to Harvard Bidco inrespect of each person (whether or not a member of the Harvard Bidco Group) whowill acquire control or any additional or increased control (for the purposes ofthe Financial Services and Markets Act 2000)) over any UK authorised person(within the meaning of that Act) which is a member of the Wider Premier Group inconnection with the Final Offer or the acquisition or proposed acquisition ofany shares or other securities in, or control or management of Premier or anyother member of the Wider Premier Group by any member of the Harvard BidcoGroup, or, where no such notification has been made in respect of any suchperson, the period allowed under the Financial Services and Markets Act 2000 forthe FSA to notify any objections to such person acquiring such control or anysuch additional or increased control having expired without notification of suchobjection and the FSA not having cancelled or varied, and not having notified(or intimated that it may notify) any proposal to cancel or vary, any permission(within the meaning of Part IV of the Financial Services and Markets Act 2000)held by any such authorised person at the date of this announcement; (d) no government or governmental, quasi governmental,supranational, statutory, regulatory, environmental, administrative, fiscal orinvestigative body, court, trade agency, association, institution or any otherbody or person whatsoever in any jurisdiction (each a "Third Party") havingdecided to take, institute, implement or threaten any action, proceeding, suit,investigation, enquiry or reference, or having required any action to be takenor otherwise having done anything or having enacted, made or proposed anystatute, regulation, decision, order or change to published practice and therenot continuing to be outstanding any statute, regulation, decision or orderwhich would or might: (i) make the Final Offer, its implementation or theacquisition or proposed acquisition of any shares or other securities in, orcontrol of, Premier by any member of the Harvard Bidco Group void, illegal and/or unenforceable under the laws of any jurisdiction, or otherwise directly orindirectly prohibit, or materially restrain, restrict, delay or otherwisematerially interfere with the implementation of, or impose material additionalconditions or obligations with respect to, or otherwise materially challenge orrequire material amendment of the Final Offer or the acquisition of any suchshares or securities by any member of the Harvard Bidco Group; (ii) require, prevent or delay the divestiture or alter theterms envisaged for such divestiture by any member of the Harvard Bidco Group orby any member of the Wider Premier Group of all or any part of its businesses,assets or property or impose any limitation on the ability of any of them toconduct their businesses (or any part thereof) or to own any of their assets orproperties (or any part thereof) to an extent which in each case is material inthe context of the Premier Group taken as a whole or the Harvard Bidco Grouptaken as a whole (as the case may be); (iii) impose any material limitation on, or result in amaterial delay in, the ability of any member of the Harvard Bidco Group directlyor indirectly to acquire or hold or to exercise effectively all or any rights ofownership in respect of shares or other securities in Premier or on the abilityof any member of the Wider Premier Group or any member of the Harvard BidcoGroup directly or indirectly to hold or exercise effectively any rights ofownership in respect of shares or other securities (or the equivalent) in anymember of the Wider Premier Group, in either case in any respect which ismaterial in the context of the Premier Group, taken as a whole or to exercisemanagement control over any member of the Wider Premier Group; (iv) require any member of the Harvard Bidco Group or the WiderPremier Group to acquire or offer to acquire any shares, other securities (orthe equivalent) or interest in any member of the Wider Premier Group or anymaterial asset owned by any third party (other than in the implementation of theFinal Offer and pursuant to chapter 3 of Part 28 of the 2006 Act); (v) require, prevent or materially delay a divestiture by anymember of the Harvard Bidco Group of any shares or other securities (or theequivalent) in Premier; (vi) result in any member of the Wider Premier Group ceasing tobe able to carry on business under any name under which it presently carries onbusiness to an extent which is material in the context of the Wider PremierGroup taken as a whole; (vii) impose any limitation that is material in the context ofthe Wider Premier Group taken as a whole on the ability of any member of theHarvard Bidco Group or any member of the Wider Premier Group to integrate or coordinate all or any part of its business with all or any part of the business ofany other member of the Harvard Bidco Group and/or the Wider Premier Group; or (viii) otherwise affect the business, assets, profits or prospectsof any member of the Wider Premier Group or any member of the Harvard BidcoGroup in a manner which is adverse to and material in the context of the WiderPremier Group taken as a whole or of the obligations of any members of theHarvard Bidco Group taken as a whole in connection with the Final Offer, and all applicable waiting and other time periods during which any such ThirdParty could decide to take, institute, implement or threaten any such action,proceeding, suit, investigation, enquiry or reference or take any other stepunder the laws of any jurisdiction in respect of the Final Offer or theacquisition or proposed acquisition of any Premier Shares or otherwise intervenehaving expired, lapsed, or been terminated; (e) no undertakings or assurances being sought from Harvard Bidco,any member of the Harvard Bidco Group or any member of the Wider Premier Groupby the Secretary of State for Business Enterprise and Regulatory Reform or anyother third party, except on terms satisfactory to Harvard Bidco; (f) all necessary or appropriate notifications, filings orapplications having been made in connection with the Final Offer and allnecessary waiting periods (including any extensions thereof) under anyapplicable legislation or regulation of any jurisdiction having expired, lapsedor been terminated (as appropriate) and all statutory and regulatory obligationsin connection with the Final Offer in any jurisdiction having been complied withand all Authorisations necessary or reasonably appropriate in any jurisdictionfor or in respect of the Final Offer and the acquisition or the proposedacquisition of any shares or other securities in, or control of, Premier by anymember of the Harvard Bidco Group having been obtained in terms and in a formsatisfactory to Harvard Bidco, from all appropriate Third Parties or (withoutprejudice to the generality of the foregoing) from any person or bodies withwhom any member of the Wider Premier Group has entered into contractualarrangements or from any persons or bodies with whom any member of the HarvardBidco Group has entered into contractual arrangements in connection with theFinal Offer and all such Authorisations necessary or reasonably appropriate tocarry on the business of any member of the Wider Premier Group in anyjurisdiction having been obtained in each case where the direct consequence of afailure to make such notification or filing or to wait for the expiry, lapse ortermination of any such waiting period or to comply with such obligation orobtain such Authorisation would have a material adverse effect on the WiderPremier Group, any member of the Harvard Bidco Group or the ability of HarvardBidco to implement the Final Offer and all such Authorisations remaining in fullforce and effect at the time at which the Final Offer becomes otherwiseunconditional and there being no notice or intimation of an intention to revoke,suspend, restrict, modify or not to renew such Authorisations; (g) save as disclosed in the Annual Report and Accounts of Premieror the Interim Report of Premier or fairly disclosed to Harvard Bidco or aspublicly announced to a Regulatory Information Service before the date of thisannouncement, there being no provision of any arrangement, agreement, licence,permit, lease or other instrument to which any member of the Wider Premier Groupis a party or by or to which any such member or any of its assets is or may bebound or be subject or any event or circumstance which, as a consequence of theFinal Offer or the acquisition or the proposed acquisition by any member of theHarvard Bidco Group of any shares or other securities in Premier or because of achange in the control or management of any member of the Wider Premier Groupwould or might reasonably be expected to result in, in each case to an extentwhich is material in the context of the Wider Premier Group taken as a whole orto the obligations of any member of the Harvard Bidco Group in connection withthe Final Offer: (i) any monies borrowed by, or any other indebtedness,actual or contingent, of any member of the Wider Premier Group being or becomingrepayable, or capable of being declared repayable, immediately or prior to itsor their stated maturity date or repayment date, or the ability of any suchmember to borrow monies or incur any indebtedness being withdrawn or inhibitedor being capable of becoming or being withdrawn or inhibited; (ii) the rights, liabilities, obligations, interests orbusiness of any member of the Wider Premier Group or any member of the HarvardBidco Group under any such arrangement, agreement, licence, permit, lease orinstrument or the interests or business of any member of the Wider Premier Groupor any member of the Harvard Bidco Group in or with any other firm or company orbody or person (or any agreement or arrangement relating to any such business orinterests) being terminated or adversely modified or affected or any onerousobligation or liability arising or any adverse action being taken thereunder; (iii) any member of the Wider Premier Group ceasing to be ableto carry on business under any name under which it presently carries onbusiness; (iv) any assets or interests of, or any asset the use of whichis enjoyed by, any member of the Wider Premier Group being or falling to bedisposed of or charged or any right arising under which any such asset orinterest would reasonably be expected to be required to be disposed of orcharged or would cease to be available to any member of the Wider Premier Group; (v) the creation or enforcement of any mortgage, charge orother security interest over the whole or any material part of the business,property or assets of any member of the Wider Premier Group; (vi) the value of, or the financial or trading position orprospects of, any member of the Wider Premier Group being prejudiced oradversely affected; (vii) the creation of any liability (actual or contingent) by anymember of the Wider Premier Group other than in the ordinary course of business;or (viii) any liability of any member of the Wider Premier Group tomake any severance, termination, bonus or other payment to any of its directorsor other officers; (h) except as disclosed in the Annual Report and Accounts ofPremier or the Interim Report of Premier or fairly disclosed to Harvard Bidco oras publicly announced to a Regulatory Information Service prior to the date ofthis Announcement, no member of the Wider Premier Group having: (i) issued or agreed to issue or authorised or proposed theissue of additional shares of any class, or securities or securities convertibleinto, or exchangeable for, or rights, warrants or options to subscribe for oracquire, any such shares or convertible securities or transferred or sold oragreed to transfer or sell or authorised or proposed the transfer or sale ofPremier Shares out of treasury (save, where relevant, as between Premier andwholly owned subsidiaries of Premier and save for the issue or transfer out oftreasury of Premier Shares on the exercise of options granted before the date ofannouncement in the ordinary course); (ii) recommended, declared, paid or made or proposed torecommend, declare, pay or make any bonus, dividend or other distribution(whether payable in cash or otherwise) other than to Premier or one of itswholly owned subsidiaries; (iii) merged with (by statutory merger or otherwise) ordemerged from or acquired any body corporate, partnership or business oracquired or disposed of, or, other than in the ordinary course of business,transferred, mortgaged or charged or created any security interest over, anyassets or any right, title or interest in any asset (including shares and tradeinvestments) in any such case that is material in the context of the WiderPremier Group taken as a whole or authorised, proposed or announced anyintention to do so; (iv) made, authorised, proposed or announced an intention topropose any change in its loan capital; (v) issued, authorised or proposed the issue of any debenturesor (save as between Premier and its wholly owned subsidiaries or between suchwholly owned subsidiaries) incurred or increased any indebtedness or becomesubject to any contingent liability in any such case to an extent which ismaterial in the context of the Premier Group taken as a whole; (vi) other than in the ordinary course of business, enteredinto or varied or authorised, proposed or announced its intention to enter intoor vary any contract, transaction, arrangement or commitment (whether in respectof capital expenditure or otherwise) which involves or could involve anobligation of a nature or magnitude which is, in any such case, material in thecontext of the Wider Premier Group or which is or is reasonably likely to bematerially restrictive on the business of any member of the Wider Premier Groupor the Harvard Bidco Group, as the case may be, each such group taken as awhole; (vii) entered into or varied the terms of any service agreementwith any director or senior executive of the Wider Premier Group; (viii) (save for the Option Amendments) proposed, agreed toprovide or modified in any material respect the terms of any share optionscheme, incentive scheme, or other benefit relating to the employment ortermination of employment of any employee of the Wider Premier Group which,taken as a whole, are material in the context of the Premier Group taken as awhole; (ix) or, the trustees of the relevant pension scheme having,made or agreed or consented to any significant change to the terms of the trustdeeds constituting the pension schemes established for its directors, employeesor their dependants or the benefits which accrue, or to the pensions which arepayable, thereunder, or to the basis on which qualification for, or accrual orentitlement to, such benefits or pensions are calculated or determined or to thebasis on which the liabilities (including pensions) of such pension schemes arefunded or valued, or agreed or consented to any change to the trustees ortrustee directors, or carried out any act which may lead to the commencement ofthe winding up of the scheme or which could give rise directly or indirectly toa liability arising out of the operation of sections 38 to 56 inclusive of thePensions Act 2004 in relation to the scheme; (x) implemented or effected, or authorised, proposed orannounced its intention to implement or effect, any composition, assignment,reconstruction, amalgamation, scheme or other transaction or arrangement of amaterial nature to the Wider Premier Group, taken as a whole, in respect ofitself or another member of the Wider Premier Group (other than as betweenPremier and its wholly owned subsidiaries or between such wholly ownedsubsidiaries or pursuant to the Final Offer or in the ordinary course ofbusiness); (xi) 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 to an extent which (other thanin the case of Premier) is material in the context of the Wider Premier Group,taken as a whole; (xii) waived or compromised any claim otherwise than in theordinary course of business which is material in the context of the PremierGroup taken as a whole; (xiii) made any material alteration to its memorandum or articlesof association or other constitutional documents; (xiv) taken or proposed any material steps, corporate action orhad any legal proceedings instituted or threatened against it in relation to thesuspension of payments, a moratorium of any indebtedness, its winding up(voluntary or otherwise), dissolution, reorganisation or for the appointment ofany administrator, receiver, manager, administrative receiver, trustee orsimilar officer of all or any of its assets or revenues or any analogousproceedings in any jurisdiction or appointed any analogous person in anyjurisdiction or had any such person appointed; (xv) been unable, or admitted in writing that it is unable, topay its debts or commenced negotiations with one or more of its creditors with aview to rescheduling or restructuring any of its indebtedness, or having stoppedor suspended (or threatened to stop or suspend) payment of its debts generallyor ceased or threatened to cease carrying on all or a substantial part of itsbusiness; or (xvi) entered into any contract, commitment, agreement orarrangement otherwise than in the ordinary course of business or passed anyresolution or made any offer (which remains open for acceptance) with respect toor announced an intention to, or to propose to, effect any of the transactions,matters or events referred to in this condition (h); (i) since 30 September 2006 and save as fairly disclosed toHarvard Bidco or in the Annual Report and Accounts of Premier or the InterimReport of Premier or as publicly announced to a Regulatory Information Serviceby Premier before the date of this announcement; (i) there having been no adverse change in the business,assets, financial or trading position or profits or prospects or operationalperformance of any member of the Wider Premier Group to an extent which ismaterial in the context of the Premier Group taken as a whole or of theobligations of any member of the Harvard Bidco Group in connection with theFinal Offer; (ii) no litigation, arbitration proceedings, prosecution orother legal proceedings having been threatened, announced or instituted by oragainst or remaining outstanding against any member of the Wider Premier Groupor to which any member of the Wider Premier Group is or may become a party(whether as claimant or defendant or otherwise) and no enquiry or investigationby, or complaint or reference to, any Third Party against or in respect of anymember of the Wider Premier Group having been threatened, announced orinstituted by or against, or remaining outstanding in respect of, any member ofthe Wider Premier Group which, in any such case, might reasonably be expectedmaterially and adversely to affect the Wider Premier Group taken as a whole; (iii) no contingent or other liability having arisen or becomeknown to Harvard Bidco which might reasonably be expected adversely to affectthe business, assets, financial or trading position or profits or prospects ofany member of the Wider Premier Group to an extent which is material to theWider Premier Group taken as a whole; and (iv) no steps having been taken and no omissions having beenmade which might reasonably be expected to result in the withdrawal,cancellation, termination or modification of any licence held by any member ofthe Wider Premier Group, which is necessary for the proper carrying on of itsbusiness and the withdrawal, cancellation, termination or modification of whichis material and likely to have a material effect in the context of the PremierGroup taken as a whole; (j) since 30 September 2006 and save as fairly disclosed toHarvard Bidco or disclosed in the Annual Report and Accounts of Premier or theInterim Report of Premier or as publicly announced to a Regulatory InformationService by Premier before the date of this announcement Harvard Bidco not havingdiscovered: (i) that any financial, business or other informationconcerning the Wider Premier Group publicly disclosed or disclosed to any memberof the Harvard Bidco Group at any time before the date of this announcement byor on behalf of any member of the Wider Premier Group which is material in thecontext of the acquisition of Premier by any member of Harvard Bidco Group ismisleading, contains a misrepresentation of fact or omits to state a factnecessary to make that information not misleading; (ii) that any member of the Wider Premier Group is subject toany liability, contingent or otherwise, and which is material in the context ofthe Wider Premier Group; or (iii) any additional information which affects the import ofany information disclosed to Harvard Bidco before the date of this announcementby or on behalf of any member of the Wider Premier Group which is material inthe context of the Premier Group. Harvard Bidco reserves the right to waive in whole or in part all or any ofconditions (d) to (j) inclusive. Conditions (b) to (j) inclusive must besatisfied as at, or waived (where possible) on or before, the 21st day after thelater of the first closing date of the Final Offer and the date on whichcondition (a) is fulfilled (or, in each case, such later date as the Panel mayagree). Harvard Bidco shall be under no obligation to waive (if capable ofwaiver) or determine to be, or treat as, fulfilled, any of conditions (b) to (j)inclusive by a date earlier than the date specified above for the fulfilmentthereof notwithstanding that the other conditions of the Final Offer may at suchearlier date have been waived or fulfilled and that there are at such earlierdate no circumstances indicating that any of such conditions may not be capableof fulfilment. Harvard Bidco shall not invoke any condition or preconditionwith the exception of conditions (a), (b) and (c) above so as to cause the FinalOffer not to proceed, to lapse or to be withdrawn unless the circumstances whichgive rise to the right to invoke the condition or precondition are of materialsignificance to Harvard Bidco in the context of the Final Offer. If Harvard Bidco is required by the Panel to make an offer for Premier Sharesunder the provisions of Rule 9 of the Takeover Code, Harvard Bidco may make suchalterations to the terms and conditions of the Final Offer as are necessary tocomply with the provisions of that Rule. APPENDIX II FURTHER INFORMATION AND BASES AND SOURCES OF INFORMATION 1. Bases and sources of information Save as otherwise stated, the following constitute the bases and sources ofcertain information referred to in this announcement: (a) Information relating to Premier has been extracted fromthe published audited reports and accounts of Premier for the year ended 30September 2006 and the unaudited interims for the six months ended 31 March2007, information relating to the Harvard Bidco Group has been provided by theboard of Harvard Bidco and information relating to Electra Private Equity PLC,Electra Partners LLP and Electra Private Equity Partners 2006 Scottish LP hasbeen extracted from published sources and provided by persons duly authorised byElectra Partners LLP; (b) The value of the existing issued share capital of Premieris based on 15,360,552 Premier Shares in issue at the date of this announcement; (c) The value of the fully diluted share capital of Premier isbased on 2,844,408 Premier Shares to be issued to satisfy the exercise ofoptions granted under the Premier Share Schemes in issue at the date of thisannouncement; (d) The maximum cash consideration payable under the FinalOffer is based on 15,360,552 Premier Shares in issue, 2,258,505 Premier Sharesbeing subject to the Exchange and Subscription Agreement (and therefore notbeing comprised within the Premier Shares to which the Final Offer relates) andat the time of announcing the Final Offer no more than 2,844,408 shares to beissued to satisfy the exercise of options granted under the Premier ShareSchemes; and (e) All prices quoted for Premier Shares are closingmid-market prices and are derived from the Daily Official List of the LondonStock Exchange. 2. Any references to the issued share capital of Premier excludesshares held in treasury. 3. Irrevocable Undertakings The irrevocable undertakings received by Harvard Bidco are as follows: (a) Roger Wood and Andrew Watkins have provided irrevocableundertakings to accept the Final Offer and to vote in favour of the resolutionsto be proposed at the Extraordinary General Meeting in respect of all of theirrespective holdings of Premier Shares as follows: Independent Director Number of Premier Shares % of issued share capital Roger Wood 225,000 1.46% Andrew Watkins 160,000 1.04% The undertakings referred to in this paragraph will continue to be binding evenin the event of a higher competing offer for Premier, unless the Final Offerlapses or is withdrawn or the Offer Document is not posted to PremierShareholders within 28 days (or such longer period as the Panel may agree beingnot more than six weeks) after the date of this announcement. (b) Members of the Management Team have provided irrevocableundertakings to vote in favour of the resolution to approve the OptionAmendments to be proposed at the Extraordinary General Meeting as follows: Member of Management Team Number of Premier Shares* % of issued share capital Mike O'Shea 847,261(1) 5.52% David Hambidge 197,141 2 1.28% Mark Friend 335,133 3 2.18% Simon Weldon 167,913 1.09% Fred Fulcher 352,997 4 2.30% Neil Macpherson 133,839 0.87% Mike Hammond 66,825 0.44% Paul Branigan 144,516 0.94% Nigel Sidebottom 15,000 0.10% *Includes Premier Shares owned by the SIPPs Trustees. (1) Includes 92,843 Premier Shares registered in the name of CatrionaO'Shea (Mr O'Shea's wife), 12,100 Premier Shares owned by the trustee of MrsO'Shea's self-invested pension plan and 30,000 Premier Shares held in trust forMr O'Shea's children. 2 Includes 110,000 Premier Shares registered in the name of Mr Hambidge'swife. 3 Includes 61,043 Premier Shares registered in the name of Mr Friend'swife. 4 Includes 30,773 Premier Shares registered in the name of Mr Fulcher'swife. The undertakings referred to in this paragraph will continue to be binding evenin the event of a higher competing offer for Premier, unless the Final Offerlapses or is withdrawn or the Offer Document is not posted to PremierShareholders within 28 days (or such longer period as the Panel may agree beingnot more than six weeks) after the date of this announcement. (c) The Management Team has also provided irrevocableundertakings to accept the Final Offer in respect of any Premier Shares whichare acquired by them (including as a result of the exercise of any options underthe Premier Share Schemes) after the date on which they signed their irrevocableundertaking (save for any Premier Shares that are subject to the Exchange andSubscription Agreement). The total number of Premier Shares which may be heldby the Management Team resulting from the exercise of their options under thePremier Share Schemes and to which their undertakings would apply is 1,698,451representing 9.3 per cent. of the fully diluted share capital of Premier. The undertakings referred to in this paragraph will continue to be binding evenin the event of a higher competing offer for Premier, unless the Final Offerlapses or is withdrawn or the Offer Document is not posted to PremierShareholders within 28 days (or such longer period as the Panel may agree beingnot more than six weeks) after the date of this announcement. (d) Fred Fulcher (in respect of Premier Shares held by hiswife) has provided an irrevocable undertaking to accept the Final Offer inrespect of 2,120 Premier Shares representing, 0.01 per cent. of the existingissued share capital of Premier The undertaking referred to in this paragraph will continue to be binding evenin the event of a higher competing offer for Premier, unless the Final Offerlapses or is withdrawn or the Offer Document is not posted to PremierShareholders within 28 days (or such longer period as the Panel may agree beingnot more than six weeks) after the date of this announcement. (e) Richard Muckart has provided an irrevocable undertaking toaccept the Final Offer and vote in favour of the resolution to approve theOption Amendments to be proposed at the Extraordinary General Meeting in respectof 50,000 Premier Shares representing, 0.33 per cent. of the existing issuedshare capital of Premier. Richard Muckart has also provided an irrevocableundertaking to accept the Final Offer in respect of any Premier Shares which areacquired by him (including as a result of the exercise of any options under thePremier Share Schemes) after the date on which he signed his irrevocableundertaking. The total number of Premier Shares which may be held by RichardMuckart resulting from the exercise of his options under the Premier ShareSchemes is 109,643 representing 0.6 per cent. of the fully diluted share capitalof Premier. The undertaking referred to in this paragraph will continue to be binding evenin the event of a higher competing offer for Premier, unless the Final Offerlapses or is withdrawn or the Offer Document is not posted to PremierShareholders within 28 days (or such longer period as the Panel may agree beingnot more than six weeks) after the date of this announcement. (f) Irrevocable undertakings to accept the Final Offer and tovote in favour of the resolutions to be proposed at the Extraordinary GeneralMeeting have also been received from the following persons: Person Number of Premier Shares % of issued share capital Baring Asset Management 1,464,804 9.54% Paul Rooke 756,000 4.92% The undertaking given by Paul Rooke will continue to be binding even in theevent of a higher competing offer for Premier, unless the Final Offer lapses oris withdrawn or the Offer Document is not posted to Premier Shareholders within28 days (or such longer period as the Panel may agree being not more than sixweeks) after the date of this announcement. The undertaking given by Baring Asset Management will cease to be binding in theevent that (i) the Final Offer lapses or is withdrawn, (ii) the Offer Documentis not posted to Premier Shareholders within 28 days (or such longer period asthe Panel may agree being not more than six weeks) after the date of thisannouncement, or (ii) a third party announces a competing offer (which is notsubject to any pre-conditions), prior to the date on which acceptance of theFinal Offer by Baring Asset Management has occurred, on terms which represent(in the reasonable opinion of Altium) an improvement of 10 per cent. on thevalue of the consideration under the Final Offer as at the date on which thecompeting offer is announced unless Harvard Bidco announces an improvement tothe terms of the Final Offer within five business days which, in the reasonableopinion, of Altium is at least as favourable as under the competing offer. (g) Elcot Partners has provided an irrevocable undertaking toaccept the Final Offer and to vote in favour of the resolution to approve theOption Amendments in respect of 72,500 Premier Shares representing, 0.5 percent. of the existing issued share capital of Premier. The undertaking given by Elcot Partners will continue to be binding even in theevent of a higher competing offer for Premier, unless the Final Offer lapses oris withdrawn or the Offer Document is not posted to Premier Shareholders within28 days (or such longer period as the Panel may agree being not more than sixweeks) after the date of this announcement. (h) Jupiter Asset Management Limited has provided anirrevocable undertaking to accept the Final Offer and to vote in favour of theresolutions to be proposed at the Extraordinary General Meeting in respect of1,100,000 Premier Shares representing, 7.2 per cent. of the existing issuedshare capital of Premier. The undertaking given by Jupiter Asset Management Limited will cease to bebinding in the event that (i) the Final Offer lapses or is withdrawn, (ii) theOffer Document is not posted to Premier Shareholders within 28 days (or suchlonger period as the Panel may agree being not more than six weeks) after thedate of this announcement (iii) a third party announces a competing offer (whichis not subject to any pre-conditions), prior to the date on which acceptance ofthe Final Offer by Jupiter Asset Management Limited has occurred, on terms whichrepresent (in the reasonable opinion of Altium) an improvement of 10 per cent.on the value of the consideration under the Final Offer as at the date on whichthe competing offer is announced unless Harvard Bidco announces an improvementto the terms of the Final Offer within five business days which, in thereasonable opinion, of Altium is at least as favourable as under the competingoffer, or (iv) to the extent that Jupiter Asset Management Limited'sdiscretionary management mandate in respect of the Premier Shares subject to theirrevocable is terminated for any reason whatsoever. (i) New Star Asset Management Limited has provided anirrevocable undertaking to accept the Final Offer and to vote in favour of theresolutions to be proposed at the Extraordinary General Meeting in respect of650,000 Premier Shares representing, 4.2 per cent. of the existing share capitalof Premier. This undertaking will cease to be binding in the event that (i) athird party announces a competing offer (which is not subject to anypre-conditions), prior to the date on which acceptance of the Final Offer by NewStar Asset Management Limited has occurred, on terms which represent animprovement on the value of the consideration under the Final Offer as at thedate on which the competing offer is announced (ii) the Final Offer lapses or iswithdrawn, or (ii) the Offer Document is not posted to Premier Shareholderswithin 28 days (or such longer period as the Panel may agree being not more thansix weeks) after the date of this announcement. (j) Harvard Bidco has also received a non-binding letter ofintent from Universities Superannuation Scheme Limited who, subject to a highercompeting offer, intends to accept the Final Offer and vote in favour of theresolutions to be proposed at the Extraordinary General Meeting in respect of550,000 Premier Shares, representing 3.58 per cent. of the existing issued sharecapital of Premier. 4. Disclosure of Interests in Premier (a) Harvard Bidco has no interest in Relevant PremierSecurities other than pursuant to the irrevocable undertakings referred to inparagraph 14 of this announcement and those it has conditionally agreed toacquire under the Exchange and Subscription Agreement. (b) Members of the Management Team have the followinginterests in Premier Shares: Name Number of Premier* Shares % of issued share capital Mike O'Shea 847,261(1) 5.52% David Hambidge 197,141 2 1.28% Mark Friend 335,133 3 2.18% Simon Weldon 167,913 1.09% Fred Fulcher 352,997 4 2.30% Neil Macpherson 133,839 0.87% Mike Hammond 66,825 0.44% Paul Branigan 144,516 0.94% Nigel Sidebottom 15,000 0.10% * Includes Premier Shares owned by the SIPPs Trustees. (1) Includes 92,843 Premier Shares registered in the name of CatrionaO'Shea (Mr O'Shea's wife), 12,100 Premier Shares owned by the trustee of MrsO'Shea's self-invested pension plan and 30,000 Premier Shares held in trust forMr O'Shea's children. 2 Includes 110,000 Premier Shares registered in the name of Mr Hambidge'swife. 3 Includes 61,043 Premier Shares registered in the name of Mr Friend'swife. 4 Includes 30,773 Premier Shares registered in the name of Mr Fulcher'swife. Richard Muckart is interested in 50,000 Premier Shares representing, 0.33 percent. of the existing issued share capital of Premier. (c) Members of the Management Team, together with RichardMuckart, have the following interests pursuant to the Premier Share Schemes: Name Number of ordinary shares in Number of Premier Shares Premier subject to options* awarded** Mike O'Shea 696,066 1,376 David Hambidge 249,643(1) 1,261 Mark Friend 234,643(1) 1,260 Simon Weldon 233,643(1) 1,261 Fred Fulcher 149,018 1,051 Neil Macpherson 240,721(1) 1,227 Richard Muckart 109,643(1) 1,016 Mike Hammond 141,123(1) 778 Paul Branigan 15,000 - Nigel Sidebottom 100,000 1,376 * Options have been granted pursuant to the EMI Option Scheme and theUnapproved Option Scheme. ** Premier Shares held under the SIP Scheme. (1) These figures do not include options over 38,000 Premier Shares thathave lapsed. (d) In addition, each of the executive directors of Premiertogether with all other employees of the Premier Group, are interested aspotential beneficiaries in 23,953 Premier Shares held by the Eastgate CourtNominees Limited. (e) Elcot Partners, a concert party of Harvard Bidco, isinterested in 72,500 Premier Shares. APPENDIX III Definitions The following definitions apply throughout this document unless the contextotherwise requires: "1985 Act" the Companies Act 1985, as amended from time to time "2006 Act" the Companies Act 2006, as amended from time to time "AIM" the market of that name which is operated by the London Stock Exchange "AIM Rules" the rules applicable to companies whose shares are traded on AIM published by the London Stock Exchange as amended from time to time "Altium" Altium Capital Limited "Annual Report and Accounts of Premier" the annual report and audited accounts of Premier for the year ended 30 September 2006 "Authorisations" authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals "certificated" or "certificated form" in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST) "Closing Price" the closing middle market quotation of a Premier Share as derived from the Daily Official List "CREST" the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in CREST) "Daily Official List" the Official List of the London Stock Exchange "Electra Investors" the Electra Private Equity Partners 2006 Scottish LP, managed and advised by Electra Private Equity PLC's investment manager Electra Partners LLP "EMI Option Scheme" the Premier Asset Management PLC 2002 EMI Share Option Scheme "Euroclear" Euroclear UK & Ireland Limited "Exchange and Subscription Agreement" means the exchange and subscription agreement, dated 16 July 2007, entered into between, inter alios, Harvard Bidco, the Management Team, the Electra Investors and the SIPPs Trustees in relation to the transfer of Premier Shares by the Management Team, their associated trusts and certain of their immediate family members, to Harvard Bidco "Extraordinary General Meeting" the extraordinary general meeting of Premier at which the resolutions set out in a notice of extraordinary general meeting to approve the Management Arrangements and the Option Amendments will be proposed (and any adjournment thereof), notice of which will be included in the Offer Document "Final Offer" the recommended final cash offer to be made by Harvard Bidco to acquire all the Premier Shares (other than the Premier Shares which Harvard Bidco has conditionally agreed to acquire from the Management Team, their associated trusts and certain of their immediate family members, pursuant to the Exchange and Subscription Agreement) on the terms and subject to the conditions to be set out in the Offer Document and the (in the case of certificated Premier Shares) Form of Acceptance and including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available in connection with it "Form of Acceptance" the Form of Acceptance for use by Premier Shareholders who hold shares in certificated form in connection with the Final Offer "FSA" Financial Services Authority "Harvard Bidco" Harvard Bidco Limited " Harvard Bidco Group" Harvard Bidco and its subsidiary undertakings and where the context permits, each of them "Harvard Bidco Equity Shares" Harvard Bidco Ordinary Shares and Harvard Bidco Preference Shares " Harvard Bidco Ordinary Shares" Ordinary Shares of 5 pence each in the capital of Harvard Bidco " Harvard Bidco Preference Shares" Class A Preference Shares of 95 pence each in the capital of Harvard Bidco "Harvard Holdings" Harvard Holdings Limited "Harvard Midco" Harvard Midco Limited "Independent Competing Offer" a general, partial, tender or other type of offer (whether or not on a pre-conditional basis), scheme of arrangement, merger or business combination, recapitalisation or other transaction relating to Premier (including, for the avoidance of doubt, any transaction involving a dual listed company structure) which is or is to be announced, made or entered into by a person (other than Electra Partners LLP or Harvard Bidco) who is not: (i) acting in concert with Electra Partners LLP or Harvard Bidco; or (ii) an associate of Electra Partners LLP or Harvard Bidco (as such terms are defined in the Takeover Code) "Independent Directors" Roger Wood and Andrew Watkins, being those Premier directors who are independent in relation to the Final Offer and who constitute the independent committee of the Premier Board formed to consider the Final Offer "Independent Shareholders" all Premier Shareholders other than the Management Shareholders, any members of the Harvard Bidco Group and any person acting or deemed to be acting in concert with Harvard Bidco "Interim Report of Premier" the unaudited interim report of Premier for the six months ended 31 March 2007 "London Stock Exchange" the London Stock Exchange plc or its successor "Management Arrangements" the arrangements described in paragraph 6 of this announcement "Management Shareholders" those members of the Management Team who currently hold Premier Shares or who prior to the Extraordinary General Meeting come to hold Premier Shares (including pursuant to the Premier Share Schemes), together with Premier Shareholders who are connected persons of any member of the Management Team "Management Team" Mike O'Shea, Neil Macpherson, Mark Friend, Simon Weldon, Nigel Sidebottom, Mike Hammond, Fred Fulcher, Paul Branigan and David Hambidge "Numis" Numis Securities Limited "Offer Document" the document to be despatched to Premier Shareholders containing and setting out the terms and conditions of the Final Offer "Option Amendments" the amendments to the Unapproved Option Scheme and the EMI Option Scheme described in paragraph 7 of this announcement to be proposed at the Extraordinary General Meeting "Panel" the Panel on Takeovers and Mergers "Premier" Premier Asset Management PLC "Premier Board" Roger Wood, Andrew Watkins, Mike O'Shea and Neil Macpherson "Premier Group" Premier and its subsidiary undertakings and where the context permits, each of them "Premier Shareholder(s)" holders of Premier Shares "Premier Share(s)" the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of Premier and any further shares which are unconditionally allotted or issued before the date on which the Final Offer closes (or such earlier date or dates, not being earlier than the date on which the Final Offer becomes unconditional as to acceptances or, if later, the first closing date of the Final Offer, as Harvard Bidco may decide) but excluding in both cases any such shares held or which become held in treasury "Premier Share Schemes" the EMI Option Scheme, the Unapproved Option Scheme and the SIP Scheme "Regulations" the Uncertificated Securities Regulations 2001 "Regulatory Information Service" any information service authorised from time to time by the FSA for the purpose of disseminating regulatory announcements "relevant securities" as the context requires, Premier Shares, other Premier share capital and any securities convertible into or exchangeable for, and rights to subscribe for, any of the foregoing "Restricted Jurisdiction" the United States, Canada and Australia and any other jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Final Offer is sent or made available to Premier Shareholders in that jurisdiction "Shareholders' Agreement" means the shareholders' agreement, dated 16 July 2007, entered into between, inter alios, the Harvard Bidco Group, the Management Team, and the Electra Investors in relation to the Harvard Bidco Group "SIP Scheme" The Premier Share Incentive Plan "SIPPs Trustees" TM Trustees Limited and MC Trustees Limited the trustees of the various self-invested pension plans of the Management Team "subsidiary", "subsidiary undertaking", shall be construed in accordance with the 1985 Act (but"associated undertaking" and "undertaking" for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the 1985 Act) "Takeover Code" the City Code on Takeovers and Mergers "UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland "Unapproved Option Scheme" the Premier Asset Management PLC Unapproved Executive Share Option Scheme "uncertificated" or "in uncertificated form" a share or other security title to which is recorded in the relevant register of the share or security as being held in uncertificated form, in CREST, and title to which, by virtue of the Regulations may be transferred by means of CREST "Wider Premier Group" Premier and associated undertakings and any other body corporate, partnership, joint venture or person in which the Premier and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent All times referred to are London time unless otherwise stated. Words in thisannouncement importing the singular shall include the plural and vice versa. All references to legislation in this announcement are to English legislationunless the contrary is indicated. Any reference to any provision of anylegislation shall include amendment, modification, extension or re-enactmentthereof. This information is provided by RNS The company news service from the London Stock Exchange
- Home
- Share Prices
- AQSE Share Prices
- Euronext
- Stock Screeners
- Share Chat
- FX
- News & RNS
- Events
- Media
- Trading Brokers
- Finance Tools
- Members
Latest Share Chat
PAM.L Regulatory News (PAM)
PAM Share
Price
PAM Share
News
PAM Share
Chat
PAM Share
Trades
PAM
Live RNS
PAM Share
Charts
PAM Broker
Ratings
PAM Directors
Deals
PAM Financial
Diary
PAM
Fundamentals
PAM Short
Positions
PAM
Media
PAM.L Information
- There is currently no data for PAM
Watchlists are a member only feature
Login to your account
Don't have an account? Click here to register.Offer for Premier Asset
| Date | Source | Headline | |
|---|---|---|---|
| 13th Sep 2007 | 1:53 pm | RNS | Holding in Company |
| 12th Sep 2007 | 9:20 am | RNS | Recommended Final Cash Offer |
| 10th Sep 2007 | 7:02 am | RNS | Cancellation of Admission |
| 4th Sep 2007 | 6:42 pm | RNS | Rule 8.3- Premier Asset Manag |
| 31st Aug 2007 | 4:15 pm | RNS | Total Voting Rights |
| 31st Aug 2007 | 3:50 pm | RNS | Resignation and Add. Listing |
| 28th Aug 2007 | 7:03 am | RNS | Offer Update |
| 24th Aug 2007 | 1:36 pm | RNS | Rule 8.1- Premier Asset |
| 23rd Aug 2007 | 6:21 pm | RNS | Holding in Company |
| 23rd Aug 2007 | 12:00 pm | RNS | Rule 8.3- Premier Asset Man. |
| 23rd Aug 2007 | 10:00 am | RNS | Rule 8.3- Premier Asset Man. |
| 22nd Aug 2007 | 12:00 pm | RNS | Rule 8.3- Premier Asset Man. |
| 21st Aug 2007 | 12:00 pm | RNS | Rule 8.3- Premier Asset Man. |
| 20th Aug 2007 | 4:18 pm | RNS | Offer Update |
| 20th Aug 2007 | 12:00 pm | RNS | Rule 8.3- Premier Asset Man. |
| 20th Aug 2007 | 8:42 am | RNS | AIM Rule 26 |
| 17th Aug 2007 | 12:55 pm | RNS | Offer Update |
| 17th Aug 2007 | 12:00 pm | RNS | Rule 8.3- Premier Asset Man. |
| 15th Aug 2007 | 2:06 pm | RNS | Holding(s) in Company |
| 15th Aug 2007 | 12:00 pm | RNS | Rule 8.3- Premier Asset Man. |
| 13th Aug 2007 | 12:00 pm | RNS | Rule 8.3- Premier Asset Man. |
| 13th Aug 2007 | 7:01 am | RNS | Level of Acceptances |
| 10th Aug 2007 | 11:30 am | RNS | Rule 8.3- Premier Asset Man. |
| 9th Aug 2007 | 5:34 pm | RNS | EPT Disclosure |
| 7th Aug 2007 | 12:25 pm | RNS | Rule 8.3-Premier Asset Mngmnt |
| 6th Aug 2007 | 2:08 pm | RNS | Result of EGM |
| 6th Aug 2007 | 9:03 am | RNS | Rule 8.3-Premier Asset Manag. |
| 2nd Aug 2007 | 11:56 am | RNS | Holding in Company |
| 1st Aug 2007 | 5:02 pm | RNS | Holding in Company |
| 1st Aug 2007 | 4:17 pm | RNS | Rule 8.3-Premier Asset Manag. |
| 1st Aug 2007 | 2:49 pm | RNS | Rule 8.3- Premier Asset Man. |
| 1st Aug 2007 | 10:49 am | RNS | Rule 8.1- Premier Asset Mgt |
| 31st Jul 2007 | 1:23 pm | RNS | Rule 8.3- Premier Asset Man. |
| 31st Jul 2007 | 11:28 am | RNS | Rule 8.1- Premier Asset Mgt |
| 31st Jul 2007 | 11:05 am | RNS | re: Premier Asset Management |
| 30th Jul 2007 | 6:20 pm | RNS | Response to Water Hall Group |
| 30th Jul 2007 | 5:57 pm | RNS | EPT Disclosure |
| 30th Jul 2007 | 9:00 am | RNS | Offer for Premier Asset Man. |
| 27th Jul 2007 | 2:14 pm | RNS | Rule 8.3-Premier Asset-Amd |
| 27th Jul 2007 | 11:56 am | RNS | Rule 8.3-Premier Asset-Amend |
| 27th Jul 2007 | 11:00 am | RNS | Rule 8.3- Premier Asset Man. |
| 27th Jul 2007 | 10:58 am | RNS | Rule 8.3-Premier Asset Manag |
| 27th Jul 2007 | 10:57 am | RNS | Rule 8.3- Premier Asset Man. |
| 27th Jul 2007 | 10:55 am | RNS | Rule 8.3- Premier Asset Manag |
| 25th Jul 2007 | 11:18 am | RNS | Rule8.3-Premier Asset-Replace |
| 25th Jul 2007 | 10:35 am | RNS | Rule8.3-Premier Asset-Replace |
| 20th Jul 2007 | 5:22 pm | RNS | EPT Disclosure |
| 20th Jul 2007 | 4:34 pm | RNS | Offer Document Posted |
| 18th Jul 2007 | 5:14 pm | RNS | EPT Disclosure |
| 18th Jul 2007 | 9:28 am | RNS | EPT Disclosure |
Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.
To access our Live RNS you must confirm you are a private investor by using the button below.