PTCM.L Regulatory News (PTCM)

20 Aug 2007 13:14

Sandford PLC20 August 2007 For immediate release 20 August 2007 Sandford Plc ("Sandford" or the "Company") Proposed Acquisition of Wilton International Consulting Limited Result of the EGM Information on the Concert Party Board changes 1. EGM Result The Board of Sandford is pleased to announce that at the EGM of the Company heldearlier today, all the following resolutions, as detailed in the circular toshareholders dated 27 July 2007 (the "Document"), were duly passed: (i) The Waiver of the obligations on the Concert Party (or any member of it) tomake a general offer to Shareholders pursuant to Rule 9 of the City Code in theevent of the issue of New Ordinary Shares to the Concert Party on completion ofthe Acquisition. This Resolution was approved by the Independent Shareholders ona poll; (ii) The entering into of the Acquisition Agreement for the purposes of Section320 of the Act; (iii) To renew the authority of the Directors to issue New Ordinary Shares inthe capital of the Company pursuant to section 80 of the Act; (iv) The disapplication of the statutory pre-emption rights contained in section89(1) of the Act in the circumstances specified in the resolution; and (v) The change of the name of the Company to TSE Group plc. Following the passing of the Resolutions at the EGM on 20 August 2007, Sandfordwill complete the proposals set out in the Document. The Enlarged Issued ShareCapital, comprising in total 583,900,000 New Ordinary Shares, is expected to be admitted to trading on AIM on Tuesday, 21 August 2007. 2. The Acquisition Agreement Following the EGM, the Company has entered into the Acquisition Agreement. Pursuant to the Acquisition Agreement, the Company has, subject only toAdmission, acquired the entire issued share capital of Wilton in considerationfor (a) the allotment of the First Consideration Shares and payment of the FirstCash Consideration and (b) the allotment of the Second Consideration Shares andthe payment of the Second Cash Consideration in the following proportions: (i) WIMG shall receive 70,000,000 New Ordinary Shares at Admission and thepayment of £500,000 in cash of which £118,493 will be utilised to satisfy theFirst Inter Company Debt; (ii) Robin Courage shall receive 10,000,000 New Ordinary Shares at Admission andthe payment of £125,000 in cash; (iii) Lars Haue-Pedersen shall receive 10,000,000 New Ordinary Shares atAdmission and the payment of £125,000 in cash; (iv) Robin Courage shall receive 4,000,000 New Ordinary Shares on each of thefirst, second and third anniversaries of Admission, with a further payment of£50,000 in cash on the second anniversary of Admission; and (v) Lars Haue-Pedersen shall receive 4,000,000 New Ordinary Shares on each ofthe first, second and third anniversaries of Admission, with a further paymentof £50,000 in cash on the second anniversary of Admission. Under the terms of the Acquisition Agreement, and subject to the date upon whichhe ceases to be employed, Mr Courage will only receive the consideration set outin (iv) and (v) above (the "Consideration") if he is, at the time theConsideration is payable, still employed by The Enlarged Group. The samearrangements shall also apply to Mr Pedersen. Furthermore, in the event that Mr Courage ceases to be so employed, subject tothe circumstances under which Mr Courage ceased to be employed, then he willhave to repay to the Company a proportion of the Consideration (including theConsideration to be paid at Admission) already received. In such circumstancesRobin Courage will only be entitled to keep the Consideration in the proportionof A/B where A is equal to 36 less the number of whole months from Admissionuntil the date of termination of his employment; and B is 36. The samearrangement shall also apply to Mr Pedersen. In the case of Ordinary Shares tobe allotted as part of the Consideration, any such shares already allotted willhave to be sold through the broker of the Company, with the proceeds being paidto the Company for the benefit of the Company, and all shares which are still tobe allotted will cease to be due. Furthermore, the Company has also repaid, on behalf of WICL the First InterCompany Debt which is owed by Wilton. This has been paid to WIMG as part of the£500,000 First Cash Consideration. 3. Board Changes The appointments of Robin Courage and Lars Haue-Pedersen as Executive Directorsof the Company will take effect on the Admission of the Enlarged Issued ShareCapital to AIM on Tuesday 21 August 2007. 4. The City Code Adam Reynolds and Paul Foulger, who are Directors of the Company, are alsoshareholders and directors of Wilton International Management Group which is oneof the Vendors. Adam Reynolds and Paul Foulger each own 42,500,000 ExistingOrdinary Shares which they subscribed for on 27 March 2007 pursuant to the issueof new Ordinary Shares by the Company (as approved by Shareholders at theextraordinary general meeting of the Company held on 26 March 2007 (the "MarchEGM") and on 17 April 2007 pursuant to a placing of new Ordinary Shares asannounced on 18 April 2007. In addition, Adam Reynolds and Paul Foulger are the only executive directors ofBoldwood and in aggregate are interested in 36.13 per cent. of Boldwood'scurrent issued share capital. Boldwood, through its wholly owned subsidiaryHansard, owns a further 113,333,333 Existing Ordinary Shares which Hansardacquired on 27 March 2007 pursuant to the issue of new Ordinary Shares by theCompany (as approved by Shareholders at the March EGM) and on 17 April 2007pursuant to a placing of new Ordinary Shares as announced on 18 April 2007.Messrs Reynolds and Foulger effectively control the Board of Boldwood and theday-to-day running of Boldwood and Hansard and are able to instruct Hansard tovote on its holding of Existing Ordinary Shares in accordance with theirinstructions without recourse to the other Boldwood shareholders or the Board ofBoldwood. Accordingly, for the purposes of the Waiver described further below,Adam Reynolds, Paul Foulger and Hansard have been treated as members of theConcert Party. On completion of the Acquisition, the Concert Party holds 288,333,333 OrdinaryShares in aggregate, representing approximately 49.38 per cent. of the FirstEnlarged Issued Share Capital. Following the issue of the maximum number ofSecond Consideration Shares on the first, second and third anniversaries ofAdmission, the Concert Party will hold 312,333,333 Ordinary Shares in aggregate,representing approximately 51.38 per cent. of the Second Enlarged Issued ShareCapital. The shareholdings of each member of the Concert Party immediatelyfollowing completion of the Acquisition and following the issue of the SecondConsideration Shares are set out in Table 1 below: Table 1Concert Party Current First Holding of Percentage Second Holding of Percentage holding of Consideration Ordinary of First Consideration Ordinary of Second Ordinary Shares Shares and Enlarged Shares Shares, First Enlarged Shares First Ordinary Consideration Ordinary Consideration Share Shares and Share Shares Capital on Second Capital Completion Consideration following Shares CompletionWIMG 0 70,000,000 70,000,000 11.99% 0 70,000,000 11.52%Robin Courage 0 10,000,000 10,000,000 1.71% 12,000,000 22,000,000 3.62%Lars 0 10,000,000 10,000,000 1.71% 12,000,000 22,000,000 3.62%Haue-PedersenAdam Reynolds 42,500,000 0 42,500,000 7.28% 0 42,500,000 6.99%Paul Foulger 42,500,000 0 42,500,000 7.28% 0 42,500,000 6.99%Ian Ainscow 0 0 0 n.a. 0 0 n.a.David Keen 0 0 0 n.a. 0 0 n.a.Norah 0 0 0 n.a. 0 0 n.a.TurnbullHansard 113,333,333 0 113,333,333 19.41% 0 113,333,333 18.64% Total 198,333,333 90,000,000 288,333,333 49.38% 24,000,000 312,333,333 51.38% Notes (i) Adam Reynolds, Paul Foulger, Ian Ainscow and David Keen are all shareholdersof WIMG, one of the Vendors of Wilton. (ii) Adam Reynolds and Paul Foulger are both shareholders and executivedirectors of Boldwood which owns the entire issued share capital of Hansard. (iii) The interests are shown before the distribution by WIMG of its holding of70,000,000 Ordinary Shares to its shareholders as described in the Document. (iv) David Keen has agreed to transfer up to 7,970,648 Ordinary Shares to NorahTurnbull immediately following a distribution by WIMG of its entire holding ofOrdinary Shares to the WIMG Shareholders. Following Completion, the directors of WIMG intend to wind up WIMG pursuant towhich, inter alia, any Ordinary Shares then held by WIMG would be distributed tothe shareholders of WIMG pro rata to their percentage shareholding in WIMG. Should such a distribution occur and on the basis that there are no changes tothe shareholdings of WIMG, then the shareholdings of each member of the ConcertParty immediately following completion of the Acquisition, the issue of theSecond Consideration Shares and the distribution by WIMG of its entireshareholding in the Company to the WIMG Shareholders, will be as set out inTable 2 below: Table 2Concert Party Current First Holding of Percentage Second Holding of Percentage holding of Consideration Ordinary of First Consideration Ordinary of Second Ordinary Shares Shares and Enlarged Shares Shares, First Enlarged Shares First Ordinary Consideration Ordinary Consideration Share Shares and Share Shares Capital on Second Capital Completion Consideration following Shares CompletionWIMG n.a n.a n.a n.a n.a n.a n.aRobin Courage 0 10,000,000 10,000,000 1.71% 12,000,000 22,000,000 3.62%Lars 0 10,000,000 10,000,000 1.71% 12,000,000 22,000,000 3.62%Haue-PedersenAdam Reynolds 42,500,000 15,941,295 58,441,295 10.01% 0 58,441,295 9.61%Paul Foulger 42,500,000 15,941,296 58,441,296 10.01% 0 58,441,296 9.61%Ian Ainscow 0 6,234,818 6,234,818 1.07% 0 6,234,818 1.03%David Keen 0 23,911,943 23,911,943 4.10% 0 23,911,943 3.93%Norah 0 7,970,648 7,970,648 1.37% 0 7,970,648 1.31%TurnbullHansard 113,333,333 0 113,333,333 19.41% 0 113,333,333 18.64% Total 198,333,333 90,000,000 288,333,333 49.38% 24,000,000 312,333,333 51.38% Notes (i) Adam Reynolds, Paul Foulger, Ian Ainscow and David Keen are all shareholdersof WIMG, one of the Vendors of Wilton. The interests of each of the WIMGShareholders shown above assumes that WIMG distributes its entire holding ofOrdinary Shares to the WIMG Shareholders in proportion to their currentshareholding in WIMG. (ii) Adam Reynolds and Paul Foulger are both shareholders and executivedirectors of Boldwood which owns the entire issued share capital of Hansard. (iii) David Keen has agreed to transfer up to 7,970,648 Ordinary Shares to NorahTurnbull immediately following a distribution by WIMG of its entire holding ofOrdinary Shares to the WIMG Shareholders. Under the terms of the Acquisition Agreement Robin Courage, and subject to thedate on which he ceases to be employed, will only receive, inter alia, theSecond Consideration Shares if he is, at the time the Second ConsiderationShares are due, still employed by the Enlarged Group. The same arrangement shallalso apply to Lars Haue-Pedersen. Furthermore, in the event that Robin Courage ceases to be so employed, subjectto the circumstances under which Mr. Courage ceased to be employed, then he willhave to repay to the Company a proportion of the First Consideration Sharesalready received. In such circumstances Robin Courage will only be entitled tokeep such number of First Consideration Shares received in the proportion of A/Bwhere: A is equal to 36 less the number of whole months from Admission until thedate of termination of his employment; and B is 36. The same arrangement shallalso apply to Lars Haue-Pedersen. Any such First Consideration Shares subject to this claw-back by the Company,will be sold through the broker of the Company, with the proceeds being paid tothe Company for the benefit of the Company, and all Second Consideration Shareswhich are still to be allotted will cease to be due. Accordingly, on completion of the Acquisition, and assuming the maximum numberof First Consideration Shares subject to claw-back as described above arereturned by Robin Courage and Lars Haue-Pedersen to the Company and that noSecond Consideration Shares are thereafter issued, the Concert Party will hold268,333,333 new Ordinary Shares in aggregate, representing approximately 45.96per cent. of the First Enlarged Issued Share Capital and, as no SecondConsideration Shares would be issued thereafter, representing approximately45.96 per cent. of the Second Enlarged Issued Share Capital. In such circumstances and following the distribution by WIMG of its entireshareholding in the Company to the WIMG Shareholders, the shareholdings of eachmember of the Concert Party will be as set out in Table 3 below: Table 3Concert Party Current First Holding of Percentage holding of Consideration Ordinary of First Ordinary Shares Shares and and Second Shares First Enlarged Consideration Ordinary Shares Share Capital on CompletionWIMG n.a n.a n.a n.aRobin Courage 0 0 0 0.00%Lars Haue-Pedersen 0 0 0 0.00%Adam Reynolds 42,500,000 15,941,295 58,441,295 10.01%Paul Foulger 42,500,000 15,941,296 58,441,296 10.01%Ian Ainscow 0 6,234,818 6,234,818 1.07%David Keen 0 23,911,943 23,911,943 4.10%Norah Turnbull 0 7,970,648 7,970,648 1.37%Hansard 113,333,333 0 113,333,333 19.41% Total 198,333,333 70,000,000 268,333,333 45.96% Notes (i) Adam Reynolds, Paul Foulger, Ian Ainscow and David Keen are all shareholdersof WIMG, one of the Vendors of Wilton. The interests of each of the WIMGShareholders shown above assumes that WIMG distributes its entire holding ofOrdinary Shares to the WIMG Shareholders in proportion to their currentshareholding in WIMG. (ii) Adam Reynolds and Paul Foulger are both shareholders and executivedirectors of Boldwood which owns the entire issued share capital of Hansard. (iii) David Keen has agreed to transfer up to 7,970,648 Ordinary Shares to NorahTurnbull immediately following a distribution by WIMG of its entire holding ofOrdinary Shares to the WIMG Shareholders. Neil McClure has an option to purchase from Hansard up to 8,800,000 ExistingOrdinary Shares at a purchase price of 0.1p per Existing Ordinary Share at anytime during the period ending on the 27 March 2010 (the "Purchase Option").Accordingly, on completion of the Acquisition and assuming the maximum number ofFirst Consideration Shares subject to claw-back as described above are returnedby Robin Courage and Lars Haue-Pedersen to the Company and no SecondConsideration Shares are thereafter issued and the exercise in full by NeilMcClure of the Purchase Option, the Concert Party will hold 259,533,333 newOrdinary Shares in aggregate, representing approximately 44.45 per cent. of theFirst Enlarged Issued Share Capital and as no Second Consideration Shares wouldbe issued thereafter, representing approximately 44.45 per cent. of the SecondEnlarged Issued Share Capital. In such circumstances and following the distribution by WIMG of its entireshareholding in the Company to the WIMG Shareholders, the shareholdings of eachmember of the Concert Party will be as set out in Table 4 below: Table 4Concert Party Current First Holding of Percentage Second Holding of Percentage holding of Consideration Ordinary of First Consideration Ordinary of Second Ordinary Shares Shares and Enlarged Shares Shares, First Enlarged Shares First Ordinary Consideration Ordinary Consideration Share Shares and Share Shares Capital on Second Capital Completion Consideration following Shares CompletionWIMG n.a n.a n.a n.a n.a n.a n.aRobin Courage 0 0 0 0.00% 0 0 0.00%Lars 0 0 0 0.00% 0 0 0.00%Haue-PedersenAdam Reynolds 42,500,000 15,941,295 58,441,295 10.01% 0 58,441,295 10.01%Paul Foulger 42,500,000 15,941,296 58,441,296 10.01% 0 58,441,296 10.01%Ian Ainscow 0 6,234,818 6,234,818 1.07% 0 6,234,818 1.07%David Keen 0 23,911,943 23,911,943 4.10% 0 23,911,943 4.10%Norah 0 7,970,648 7,970,648 1.37% 0 7,970,648 1.37%TurnbullHansard 113,333,333 0 113,333,333 19.41% (8,800,000) 104,533,333 17.90% Total 198,333,333 70,000,000 268,333,333 45.96% (8,800,000) 259,533,333 44.45% Notes (i) Adam Reynolds, Paul Foulger, Ian Ainscow and David Keen are all shareholdersof WIMG, one of the Vendors of Wilton. The interests of each of the WIMGShareholders shown above assumes that WIMG distributes its entire holding ofOrdinary Shares to the WIMG Shareholders in proportion to their currentshareholding in WIMG. (ii) Adam Reynolds and Paul Foulger are both shareholders and executivedirectors of Boldwood which owns the entire issued share capital of Hansard. (iii) David Keen has agreed to transfer up to 7,970,648 Ordinary Shares to NorahTurnbull immediately following a distribution by WIMG of its entire holding ofOrdinary Shares to the WIMG Shareholders. Following completion of the Acquisition and the issue of the maximum number ofSecond Consideration Shares, the Concert Party will own or control 50 per cent.or more of the Second Enlarged Issued Share Capital of the Company andaccordingly, under the City Code, whilst they continue to be treated as actingin concert, each member would ordinarily be able to increase further theirrespective percentage shareholding in the voting rights of the Company withoutincurring an obligation under Rule 9 to make a general offer to Shareholders toacquire the entire issued share capital of the Company. However, there could becertain circumstances as described above and illustrated in Tables 3 and 4 inwhich the Concert Party may not own or control 50 per cent. or more of theSecond Enlarged Share Capital and each member of the Concert Party hasundertaken only to acquire any further Ordinary Shares in strict accordance withthe Rules of the City Code. In addition, individual members of the Concert Partywill not be able to increase their percentage shareholding without the consentof the Panel. 5. Lock-in Arrangements Vendor Lock-in Arrangements Each of the Vendors and the WIMG Shareholders, who at Admission will be regardedas being interested in aggregate in 288,333,333 Ordinary Shares, representing49.38 per cent. of the First Enlarged Issued Share Capital (and on allotment ofthe maximum number of Second Consideration Shares as being interested inaggregate in 312,333,333 Ordinary Shares, representing 51.38 per cent. of theSecond Enlarged Issued Share Capital), have under the terms of the WiltonLock-In Agreements undertaken to the Company and Beaumont Cornish that (andsubject to the exceptions permitted by the AIM Rules) they will not dispose ofany interest in Ordinary Shares as set out below: WIMG Subject to the exceptions permitted by the AIM Rules and as set out below, WIMGwill not dispose of any interest in the Ordinary Shares for a period of 12months from Admission. During the period of one year following the firstanniversary of Admission, WIMG will only sell or dispose of any interest in theOrdinary Shares through Sandford's broker (or with the broker's prior consent, athird party broker nominated by WIMG) from time to time so as to allow themaintenance of an orderly market in Sandford's Ordinary Shares. Paul Foulger, Adam Reynolds and Hansard Subject to the exceptions permitted by the AIM Rules and as set out below, eachof Paul Foulger, Adam Reynolds and Hansard will not dispose of any interest inthe Ordinary Shares which they are currently interested in, or which PaulFoulger and Adam Reynolds become interested in by virtue of their shareholdingin WIMG, for a period of 12 months from Admission. During the period of one yearfollowing the first anniversary of Admission, each of Paul Foulger, AdamReynolds and Hansard will only sell or dispose of any interest in the OrdinaryShares through Sandford's broker (or with the broker's prior consent, a thirdparty broker nominated by each of Paul Foulger, Adam Reynolds or Hansard) fromtime to time so as to allow the maintenance of an orderly market in Sandford'sOrdinary Shares. Ian Ainscow, David Keen and Norah Betty Turnbull Subject to the exceptions permitted by the AIM Rules and as set out below, eachof Messrs Ainscow and Keen and Norah Betty Turnbull will not dispose of anyinterest in any Ordinary Shares they become interested in by virtue of theirinterest in WIMG: (i) For a period of four months following Admission; and (ii) in respect of David Keen and Norah Betty Turnbull only, thereafter untilthe publication by Sandford of its audited results for the nine month periodending 31 December 2007 or 30 June 2008, whichever is the earlier, without theprior written consent of Beaumont Cornish. Robin Courage and Lars Haue-Pedersen Subject to the exceptions permitted by the AIM Rules and as set out below,Messrs Courage and Haue-Pedersen will not dispose of any Ordinary Shares for aperiod of 36 months from Admission. During the period of one year following thethird anniversary of Admission, Messrs Courage and Haue-Pedersen will only sellor dispose of any interest in Ordinary Shares through Sandford's broker (or withthe broker's prior consent, a third party broker nominated by Messrs Courage andHaue- Pedersen) from time to time so as to allow the maintenance of an orderlymarket in Sandford's Ordinary Shares. Lock-ins Agreements Exemptions The Lock-in agreements described above shall not apply to a disposal made: (a) In acceptance of a general offer for the whole of the issued equity sharecapital of Sandford (other than any equity share capital held by or committed tothe offeror and/or persons acting in concert with the offeror) made inaccordance with the City Code or the provision of an irrevocable undertaking toaccept such an offer; or (b) pursuant to any compromise or arrangement under Section 425 of the Actproviding for the acquisition by any person (or group of persons acting inconcert) of 50 per cent. or more of the equity share capital of the Company andwhich compromise or arrangement has been sanctioned by the courts; (c) under any scheme or reconstruction under Section 110 of the Insolvency Act1986 in relation to Sandford; (d) by the personal representatives of the covenantor if the covenantor shalldie during the period of such restrictions provided that the sale of any sharesin Sandford by such personal representatives pursuant to this sub-clause duringsuch period shall be effected in accordance with the reasonable requirements ofSandford so as to ensure an orderly market for the issued share capital ofSandford; or (e) pursuant to any sale or transfer required by an order made by a court withcompetent jurisdiction. In addition, the WIMG Lock-in Agreement will not apply to any disposal by WIMGwith the prior written consent of Beaumont Cornish or pursuant to any scheme orreconstruction under Section110 of the Insolvency Act 1986 and distribution ofit assets to its shareholders, provided that WIMG procures that the WIMGShareholders enter into the Lock-in agreements described above. 6. Website Shareholders may from 21 August 2007 obtain further information on the Companyfrom the Company's website, www.tsegroupplc.com which has been prepared inaccordance with AIM Rule 26. 7. Annual General Meeting At the Annual General Meeting held earlier today, all resolutions were dulypassed. Enquiries: Sandford plc Paul Foulger Tel: 0207 245 1100 Beaumont Cornish Limited Michael Cornish Tel: 0207 628 3396 Roland Cornish APPENDIX A DEFINITIONS THE FOLLOWING DEFINITIONS APPLY THROUGHOUT THIS ANNOUNCEMENT UNLESS THE CONTEXT OTHERWISE REQUIRES: "Acquisition" the proposed acquisition by the Company of the whole of the issued share capital of Wilton"Acquisition Agreement" the conditional agreement between WIMG (1), Robin Courage (2), Lars Haue-Pedersen (3), the WIMG Shareholders (4) and Sandford (5) relating to the Acquisition, a summary of the principal terms of which is set out in paragraph 11.1.25 of Part 8 of the Document"Acquisition Shares" the ordinary shares and the B ordinary shares in the capital of Wilton to be acquired by Sandford pursuant to the Acquisition Agreement"Act" the Companies Act 1985 (as amended)"Admission" the admission of the First Enlarged Issued Share Capital to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules"AIM" the AIM Market of the London Stock Exchange"AIM Rules" the rules for AIM Companies and their Nominated Advisers issued by the London Stock Exchange from time to time"Beaumont Cornish" Beaumont Cornish Limited, a company registered in England and Wales with registered number 03311393"Boldwood" Boldwood Limited, a company registered in England and Wales with registered number 05232587"Cash Consideration" the First Cash Consideration and the Second Cash Consideration"City Code" the City Code on Takeover and Mergers"Combined Code" the Principles of Good Governance and Code of Best Practice published in June 2006 by the Financial Reporting Council"Company" or "Sandford" Sandford Plc, a company registered in England and Wales with registered number 5353387"Completion" completion of the Proposals"Concert Party" as defined in Part 3 of the Document"Consideration Shares" the First Consideration Shares and the Second Consideration Shares"Continuing Inter £100,000 which will remain owing by Wilton to WIMGCompany Debt" and which is to be repaid as part of the Second Cash Consideration, as set out in paragraph 11.1.25 of Part 8 of the Document"Directors" or "Board" the directors of the Company at the date of this Announcement"Document" the admission document dated 27 July 2007"EGM" or "Extraordinary the extraordinary general meeting of the CompanyGeneral Meeting" to be held on 20 August 2007 at 10.30 a.m. (or any adjournment thereof), notice of which is set out at the end of the Document"Enlarged Group" Sandford, Wilton and TSE and any of their subsidiaries as at the date of Admission"Enlarged Ordinary Share the entire issued share capital of the Company asCapital" enlarged by the First Consideration Shares"Existing Ordinary Share the entire issued ordinary share capital of theCapital" Company as at the date of the Document"Existing Ordinary the 493,900,000 issued Ordinary Shares at the dateShares" of the Document"First Cash £750,000Consideration""First Inter Company £118,493 owed by Wilton to WIMG to be repaid byDebt" the Company, for and on behalf of Wilton, on Completion by WIMG applying £118,493 of the First Cash Consideration to such repayment"First Consideration the New Ordinary Shares to be issued to theShares" Vendors on completion of the Acquisition"First Enlarged Share the issued ordinary share capital of the CompanyCapital" on Admission, comprising the Existing Ordinary Shares and the First Consideration Shares"Form of Proxy" the blue form of proxy to be used by holders of Existing Ordinary Shares in connection with the EGM"FSA" the Financial Services Authority"FSMA" the Financial Services and Markets Act 2000 (as amended)"Group" the Company and, prior to the sale of MSUK, its subsidiaries including but not limited to MSUK"Hansard" Hansard Communications.com Limited, a company registered in England and Wales with registered number 03928022"Independent Director" Neil McClure"Independent those shareholders entitled to vote on ResolutionShareholders" 1 pursuant to paragraph 2(d) of Appendix 1 of the City Code"London Stock Exchange" London Stock Exchange plcor "Exchange""New Ordinary Shares" the 90,000,000 new Ordinary Shares"New Warrant Instrument" means the deed poll dated 26 July 2007 creating the New Warrants and setting out the terms and conditions of the exercise of the New Warrants"New Warrants" warrants to subscribe for New Ordinary Shares granted to Beaumont Cornish (subject to Admission), details of which are set out in Paragraph 8.2 of Part 8 of the Document"Notice of Extraordinary the notice of Extraordinary General Meeting at theGeneral Meeting" end of the Document"Ordinary Shares" the ordinary shares of 0.1 pence each in the share capital of the Company at the date of the Document"Original Admission" the admission of the share capital of the Company to AIM which took place on 24 June 2005"Panel" the Panel on Takeovers and Mergers, the regulatory body which administers the City Code"Proposals" the Acquisition, the Admission, the Resolutions and the Rule 9 Waiver"Proposed Directors" Robin Courage and Lars Haue-Pedersen"Prospectus Rules" the rules made by the FSA pursuant to sections 734A(1) and (3) of FSMA, as defined in section 417 (1) of FSMA"Purchase Option" the option granted by Hansard to Neil McClure to acquire up to 8,800,000 Ordinary Shares, details of which are set out in paragraph 11.2.2 of Part 8 of the Document"Resolutions" the resolutions set out in the notice of EGM at the end of the Document and 'Resolution' shall mean any one of them as appropriate"Second Cash £200,000 of which £100,000 is payable to theConsideration" Proposed Directors and £100,000 is payable to WIMG in repayment of the Continuing Inter Company Debt"Second Consideration up to 24,000,000 new Ordinary Shares which may beShares" issued and allotted to the Proposed Directors"Second Enlarged Share the Existing Ordinary Shares, the FirstCapital" Consideration Shares and the Second Consideration Shares"Shareholders" or holders of Existing Ordinary Shares"Members""TSE" TSE Consulting S.A. a Swiss stock company (societe anonyme), a wholly-owned subsidiary of Wilton"UK" the United Kingdom of Great Britain and Northern Ireland"UKLA" the FSA acting in its capacity as the competent authority for the purposes of Part 8 of FSMA"Vendors" Wilton International Management Group and the Proposed Directors"Waiver" the conditional waiver by the Panel of the obligation of the Concert Party that may otherwise arise under 'Rule 9' of the City Code to make a mandatory cash offer for the issued Ordinary Shares not already owned by the Concert Party on Completion"Warrant Holder" Neil James McClure, the holder of the Warrants"Warrant Instrument" the deed poll dated 28 February 2007 creating the Warrants and setting out the terms and conditions of the exercise of the Warrants"Warrants" warrants to subscribe for Ordinary Shares, full details of which are set out in paragraph 8 of Part 8 of the Document"Wilton" or "WICL" Wilton International Consulting Limited, a company registered in England and Wales with registered number 05504412, a wholly owned subsidiary of WIMG"Wilton Lock-in the lock-in agreements as set out in paragraph 10Agreements" of Part 1 and paragraph 11.1.28 of Part 8 of the Document"WIMG" or "Wilton Wilton International Management Group Limited, aInternational Management company registered in England and Wales withGroup" registered number 05416550"WIMG Shareholders" Adam Reynolds, Paul Foulger, David Keen and Ian Ainscow APPENDIX B MARKET STATISTICS Number of Existing Ordinary Shares 493,900,000 Number of First Consideration Shares to be issued 90,000,000pursuant to the terms of the Acquisition Agreement Total number of Ordinary Shares in issue following the 583,900,000issue of the FirstConsideration Shares ("First Enlarged Share Capital") Percentage of the First Enlarged Ordinary Share 15.41 per cent.Capital represented by the First Consideration Shares Percentage of the First Enlarged Ordinary Share 71.05 per cent.Capital not in public hands Maximum number of Second Consideration Shares to be 24,000,000issued pursuant to the terms of the AcquisitionAgreementTotal number of Ordinary Shares following the issue of 607,900,000the Second Consideration Shares ("Second EnlargedShare Capital")Percentage of the Second Enlarged Ordinary Share 18.75 per cent.Capital represented by the Consideration SharesAIM Ticker Symbol SFDISIN for the Ordinary Shares GB00B0BFPD14 APPENDIX C FURTHER INFORMATION GIVEN IN ACCORDANCE WITH THE AIM RULES CONCERNING THE PROPOSED DIRECTORS Each of Robin Courage and Lars Haue-Pedersen has the following serviceagreements in place: On 26 July 2007 Robin Courage entered into a service agreement with TSE, whichtook effect from 2 September 2005. He was appointed as an executive director ofTSE and the Company under this service agreement. The appointment will continueindefinitely and is terminable by either party on three months' notice inwriting (such notice not to expire until the first anniversary of Admission). Robin Courage will receive a salary of CHF168,000 per annum inclusive of anydirector's fees and 25 days' paid holiday entitlement per annum. He will also beentitled to participate in TSE's bonus and share option schemes, subject to therules of those schemes and targets set. The service agreement also includesprovisions for secondment, garden leave, pay in lieu of notice, a detailedconfidentiality provision and a provision dealing with the protection of TSE'sand the Company's intellectual property. Robin Courage is also subject tovarious post-termination restrictions, which prevent him from poaching keystaff, clients and suppliers and interfering with the Company's relationshipwith its clients and suppliers and competing with TSE and the Company. On 26 July 2007 Lars Haue-Pedersen entered into a service agreement with TSE,which took effect from 2 September 2005. He was appointed as an ExecutiveDirector of TSE and the Company under this service agreement. The appointmentwill continue indefinitely and is terminable by either party on three months'notice in writing (such notice not to expire until the first anniversary ofAdmission). Lars Haue-Pedersen will receive a salary of CHF180,000 per annuminclusive of any director's fees and 25 days' paid holiday entitlement perannum. He will also be entitled to participate in TSE's bonus and share optionschemes, subject to the rules of those schemes and targets set. The serviceagreement also includes provisions for secondment, garden leave, pay in lieu ofnotice, a detailed confidentiality provision and a provision dealing with theprotection of TSE's and the Company's intellectual property. Lars Haue-Pedersenis also subject to various post-termination restrictions, which prevent him frompoaching key staff, clients and suppliers and interfering with TSE's and theCompany's relationship with its clients and suppliers and competing with TSE andthe Company. None of the Proposed Directors are, nor have been within the five years prior tothe publication of the Document, partners in any partnerships. The ProposedDirectors have held the following directorships (in addition, where relevant, tobeing a director of the Company) within the five years prior to the publicationof this Announcement: Proposed Directors Current Past Robin Vandeleur Courage The British Wheelchair Total Sports and Sports Foundation Entertainment Consulting Limited Limited Courage Sports Ltd Lars Haue-Pedersen TSE Consulting SA None Save as disclosed above, none of the Proposed Directors: (i) is currently a director of a company or a partner in a partnership or hasbeen a director of a company or a partner in a partnership within the five yearsimmediately preceding the date of this Announcement; (ii) has any unspent convictions for any indictable offences or has beendeclared bankrupt or has made any voluntary arrangement with his creditors; (iii) has been a director of a company at the time of or within the 12 monthspreceding any receivership, compulsory liquidation, creditors' voluntaryliquidation, administration or voluntary arrangement of that company or anycomposition or arrangement with its creditors generally or any class of itscreditors; (iv) has been a partner in a partnership at the time of or within the 12 monthspreceding any compulsory liquidation, administration or voluntary arrangement ofthat partnership; (v) has had any asset which has been subject to a receivership or has been in apartnership at the time of or within the 12 months preceding an asset of thepartnership being subject to a receivership; (vi) has been publicly criticised by any statutory or regulatory authority(including any recognised professional body) or has been disqualified by a Courtfrom acting as a director of, or in the management or conduct of the affairs ofany company; or (vii) has any conflicts of interest between any duties to the Company and theirprivate interests and/or other duties. There are no further details in relation to the above appointment which requiredisclosure under paragraph (g) (iii) to (viii) of Schedule 2 to the AIM Rules. ENDS This information is provided by RNS The company news service from the London Stock Exchange