Tissue Regenix Group Regulatory News (TRX)

30 Jun 2005 11:38

Torex Retail PLC30 June 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTOTHE UNITED STATES, AUSTRALIA, CANADA OR JAPAN 30 June 2005 RECOMMENDED OFFER for Anker Plc by UBS INVESTMENT BANK on behalf of Torex Retail Plc Summary of the offer: • The Boards of Torex Retail and Anker are today pleased to announcethat they have reached agreement on the terms of a recommended offer to be madeby UBS, on behalf of Torex Retail, for the entire issued and to be issued sharecapital of Anker: • 1.355 New Torex Retail Shares and 75 pence in cash for every AnkerShare with a Mix and Match Facility; • values each Anker Share at approximately 223.4 pence and Anker'sentire issued and to be issued share capital at approximately £98.5 million*;and • represents a premium of approximately 16.3 per cent. to the ClosingPrice of 192 pence for each Anker Share on 29 June 2005, and a premium ofapproximately 23.6 per cent. to the average Closing Price of 180.7 pence foreach Anker share for the month ended 29 June 2005. • Irrevocable undertakings and letters of intent to accept, or procureacceptance of, the Offer representing approximately 75.4 per cent. of Anker'sexisting issued ordinary share capital have been received by Torex Retail. * based on the Closing Price of 109.5 pence per Torex Retail Share on 29 June2005 Strategic rationale: • Creates a European market-leading supplier of retail applicationsoftware and services and makes Torex Retail one of the world's largest retailsystems companies. • Increased scale and geographic reach attractive to major targetcustomers. • Enlarged customer base will create significant cross sellingopportunities. • The Torex Retail Directors estimate that the successful completionof the Acquisition would result in pre-tax cost savings of approximately £6.0million, on a full year run rate basis. • The Torex Retail Directors believe that the Acquisition will beearnings enhancing (before goodwill amortisation, cost savings, one-offintegration costs and revenue benefits) in the first full year following theAcquisition. This statement regarding earnings enhancement does not constitute aprofit forecast nor should it be interpreted to mean that earnings per share ofTorex Retail for the current or future years will necessarily match or exceedthe historical published earnings per share of Torex Retail or Anker. • The conditions and certain terms of the Offer are set out in theattached Announcement together with information on Anker and on Torex Retail.Appendix III to the attached Announcement contains definitions of certainexpressions used in this summary. • This summary should be read in conjunction with, and is subject to,the full text of the attached Announcement. Commenting on the Offer, Christopher Moore, Chief Executive of Torex Retail,said: "The prospect of Anker joining forces with Torex Retail represents an excitingopportunity to significantly advance our strategic aims. We are experiencingstrong organic growth complemented by suitably targeted acquisitions. Ankerrepresents a broad platform and an accelerated route to achieving our targets. The Enlarged Group will be a major player in the retail application software andservices market, on a global basis and better placed to respond to the everincreasing demands from our international customer base. On completion of the Offer, I look forward to welcoming the management and staffof Anker to Torex Retail and working with them to achieve enhanced stakeholdervalue in the future". Commenting on the Offer, Dr. Dermot Smurfit, Chairman of Anker, said: "We are delighted to be able to agree terms with Torex Retail, a complementarybusiness to our own. The Enlarged Group will have greater financial resourcesand presence to further progress its success in the global retail systems marketwith the ultimate aim of being the market leader." A presentation to analysts will be held at 13.00pm today, 30 June 2005, at theoffices of Citigate Dewe Rogerson, 26 Finsbury Square, London EC2A 1SH. ENQUIRIES Torex Retail Christopher Moore Tel: +44 (0) 1993 230 057 Mark Pearman Tel: +44 (0) 1993 230 057 UBS Investment Bank Benjamin Robertson Tel: +44 (0) 20 7568 0000 Jackie Arnott-Smith Tel: +44 (0) 20 7568 0000 Citigate Dewe Rogerson Ginny Pulbrook Tel: +44 (0) 20 7638 9571 Seb Hoyle Tel: +44 (0) 20 7638 9571 Anker Dermot Smurfit Tel: + 44 (0) 870 905 1576 John Foulkes Tel: + 44 (0) 870 905 1576 Collins Stewart Nick Ellis Tel: + 44 (0) 20 7523 8350 Seema Paterson Tel: + 44 (0) 20 7523 8350 Smithfield Reg Hoare Tel: +44 (0) 20 7360 4900 Sarah Richardson Tel: +44 (0) 20 7360 4900 Terms used in this summary shall have the same meaning as given to them in thefull Announcement. The Offer Document, the Equivalent Document and the Form of Acceptance will beposted to Anker Shareholders as soon as practicable and, in any event, within 28days of this Announcement, other than in relation to a Restricted Jurisdiction. The Anker Directors accept responsibility for the information contained in thisAnnouncement relating to Anker and its subsidiaries, themselves and theirimmediate families and connected persons. The Torex Retail Directors acceptresponsibility for all of the other information contained in this Announcement.To the best of the knowledge and belief of the Torex Retail Directors and theAnker Directors (who have taken all reasonable care to ensure that such is thecase) the information contained in this Announcement for which they arerespectively responsible is in accordance with the facts and does not omitanything likely to affect the import of such information. UBS Investment Bank is acting for Torex Retail and no one else in connectionwith the Offer and will not be responsible to anyone other than Torex Retail forproviding the protections afforded to clients of UBS Investment Bank or forproviding advice in connection with the Offer. Collins Stewart Limited, which is regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Anker and no one else inconnection with the Offer and will not be responsible to anyone other than Ankerfor providing the protections afforded to clients of Collins Stewart Limited norfor providing advice in relation to the Offer. This Announcement does not constitute an offer or an invitation to purchase orsubscribe for any securities. The Offer will be made solely by the OfferDocument, an advertisement to be published in the London edition of theFinancial Times and the Form of Acceptance, which will contain the full termsand conditions of the Offer, including details of how the Offer may be accepted. Unless otherwise determined by Torex Retail and permitted by applicable law andregulation, the Offer will not be made, directly or indirectly, in or into, orby the use of the mails or by any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerceof, or any facility of a national securities exchange of, a RestrictedJurisdiction (including the United States, Canada, Australia or Japan) and theOffer will not be capable of acceptance by any such use, means, instrumentalityor facility or from within a Restricted Jurisdiction. Accordingly, copies ofthis Announcement are not being, and must not be, directly or indirectly, mailedor otherwise forwarded, distributed or sent in or into or from a RestrictedJurisdiction and persons receiving this Announcement (including custodians,nominees and trustees) must not mail or otherwise forward, distribute or send itin or into or from a Restricted Jurisdiction. Doing so may render invalid anypurported acceptance of the Offer. The availability of the Offer to persons whoare not resident in the United Kingdom may be affected by the laws of therelevant jurisdictions. Persons who are not resident in the United Kingdomshould inform themselves about and observe any applicable requirements. The New Torex Retail Shares to be issued in connection with the Offer have notbeen, nor will they be, registered under the US Securities Act or under thesecurities laws of any state of the United States; the relevant clearances havenot been, nor will they be, obtained from the securities commission of anyprovince or territory of Canada; no prospectus has been lodged with, orregistered by, the Australian Securities and Investments Commission or theJapanese Ministry of Finance; and the New Torex Retail Shares have been, norwill they be, registered under or offered in compliance with applicablesecurities laws of any state, province, territory or jurisdiction of Canada,Australia or Japan. Accordingly, the New Torex Retail Shares are not being andmay not be (unless an exemption under relevant securities laws is applicable)offered, sold, resold or delivered, directly or indirectly, in or into theUnited States, Canada, Australia or Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of, or require registrationthereof in, such jurisdiction or to, or for the account or benefit of, anyUnited States, Canadian, Australian or Japanese person. The Panel wishes to draw attention to certain UK dealing disclosure requirementsfollowing the announcement of the Offer. An "offer period" is deemed tocommence at the time when an announcement is made of a proposed or possibleoffer, with or without terms. Accordingly, the offer period began on 30 June2005. The above disclosure requirements are set out in more detail in Rule 8 of theCity Code. Under the provisions of Rule 8.3 of the City Code, any person who,alone or acting together with any other person(s) pursuant to an agreement orunderstanding (formal or informal) to acquire or control relevant securities ofTorex Retail or Anker, owns or controls, or becomes the owner or controller,directly or indirectly, of one per cent. or more of any class of securities ofTorex Retail or Anker is required to disclose, by not later than 12 noon on thebusiness day following the date of the relevant transaction, dealings in suchsecurities of that company (or in any option in respect of, or derivativereferenced to, any such securities) during the period to the date on which theOffer becomes or is declared unconditional as to acceptances or lapses or isotherwise withdrawn. Under the provisions of Rule 8.1 of the City Code, all dealings in relevantsecurities of Torex Retail or Anker by Torex Retail or Anker, or by any of theirrespective "associates" (within the meaning of the City Code) must also bedisclosed. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000 and/or consult the Panel's website atwww.thetakeoverpanel.org.uk or contact the Panel on telephone number+442076380129; fax +442072367013. If you are in any doubt about the action you should take, you are recommended toseek your own personal financial advice immediately from your stockbroker, bankmanager, solicitor, accountant or independent financial adviser authorised underthe Financial Services and Market Act 2000 if you are resident in the UnitedKingdom or, if not, from another appropriately authorised independent financialadviser. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTOTHE UNITED STATES, AUSTRALIA, CANADA OR JAPAN 30 June 2005 RECOMMENDED OFFER for Anker Plc by UBS INVESTMENT BANK on behalf of Torex Retail Plc 1. Introduction The Boards of Torex Retail and Anker are today pleased to announce that theyhave reached agreement on the terms of a recommended offer to be made by UBS, onbehalf of Torex Retail, for the entire issued and to be issued share capital ofAnker. 2. The Offer The Offer, which will be subject to the conditions and further terms set out inAppendix I to this Announcement, in the Offer Document and in the Form ofAcceptance, will be made by UBS on behalf of Torex Retail on the followingbasis: for each Anker Share 1.355 New Torex Retail Shares and 75 pence in cash Based on the Closing Price of 109.5 pence per Anker Share on 29 June 2005, beingthe last business day prior to the date of this Announcement, the Offer: • values each Anker Share at approximately 223.4 pence; • values Anker's entire issued and to be issued sharecapital at approximately £98.5 million; and • represents a premium of approximately 16.3 per cent. tosuch Closing Price, and a premium of approximately 23.6 per cent. to the averageClosing Price of 180.7 pence for each Anker share for the month ended 29 June2005, and a premium of approximately 48.9 per cent. to the issue price of 150pence for each Anker Share upon admission to trading on AIM on 23 December 2004. The New Torex Retail Shares to be issued in respect of the Offer will be issuedand credited as fully paid and will rank pari passu in all respects with theexisting issued Torex Retail Shares. Anker Shareholders will be offered a Mix and Match Facility under whichaccepting Anker Shareholders will be able, subject to availability, to elect tovary the proportions in which they receive New Torex Retail Shares and cashconsideration for their Anker Shares. The maximum amount of cash considerationunder the Offer will not be varied, so that Torex Retail's ability to satisfyelections will depend on the extent to which other Anker Shareholders makeoffsetting elections. To the extent that such elections cannot be satisfied infull, they will be scaled down on a pro rata basis. Further details of the Mixand Match Facility are set out in paragraph 3 of this Announcement. Full acceptance of the Offer would result in the issue of approximately 59.7million New Torex Retail Shares, representing approximately 23.7 per cent. ofTorex Retail's enlarged issued share capital, and a cash payment ofapproximately £33.1 million. This payment would be funded out of Torex Retail'sexisting facilities. Application will be made for the New Torex Retail Sharesto be admitted to trading on AIM. Further details of the bases and sources of the financial information on theOffer are set out in Appendix II to this Announcement. 3. Mix and Match Facility Anker Shareholders who validly accept the Offer may, subject to availability,elect to vary the proportions in which they receive New Torex Retail Shares andthe cash consideration for their Anker Shares. The maximum number of New TorexRetail Shares and the maximum amount of cash consideration available under theOffer will not be varied, so that Torex Retail's ability to satisfy elections byAnker Shareholders will depend on the extent to which other Anker Shareholdersmake offsetting elections. To the extent that such elections cannot besatisfied in full, they will be scaled down on a pro rata basis. As a result, Anker Shareholders who make an election under the Mix and MatchFacility will not necessarily know the exact number of New Torex Retail Sharesor the amount of cash consideration which they will receive until settlement ofthe consideration under the Offer. An Announcement will be made, when the Offerbecomes or is declared wholly unconditional, of the approximate extent to whichelections under the Mix and Match Facility will be satisfied. Torex Retail reserves the right to close the Mix and Match Facility on thefirst, or any subsequent, closing date of the Offer without further notice. Ifthe Offer is not then unconditional as to acceptances, Torex Retail may extendthe Mix and Match Facility to a later date. If the Mix and Match Facility hasbeen closed, Torex Retail reserves the right to re-introduce a mix and matchfacility, subject to the rules of the City Code. The Mix and Match Facilitywill be conditional on the Offer becoming or being declared unconditional in allrespects. Further details on the terms of the Mix and Match Facility will be set out inthe Offer Document. 4. Irrevocable undertakings Irrevocable undertakings to accept, or to procure the acceptance of, the Offerhave been received by Torex Retail from the following: • the Anker Directors who beneficially own Anker Shares in respect of, in aggregate, 974,714 Anker Shares, representing approximately 2.3 per cent. of the entire existing issued share capital of Anker; • Anker Holdings LLC in respect of 13,047,600 Anker Shares, representing approximately 31.4 per cent. of the entire existing issued share capital of Anker; • EAC Ltd in respect of 6,978,509 Anker Shares, representing approximately 16.8 per cent. of the entire existing issued share capital of Anker; and • Hargreave Hale Limited in respect of 333,333 Anker Shares, representing approximately 0.8 per cent. of the entire existing issued share capital of Anker. All of these irrevocable undertakings to accept the Offer remain binding, evenif a higher competing offer is announced by a third party, unless the Offerlapses or is withdrawn. Irrevocable undertakings to accept, or procure the acceptance of, the Offer havealso been received by Torex Retail from M.D. Barnard & Co. Limited, FramlingtonInvestment Management Limited and Allianz in respect of, in aggregate, 7,347,166Anker Shares, representing approximately 17.7 per cent. of the entire existingissued share capital of Anker. These irrevocable undertakings will cease to bebinding if a higher competing offer is made (which in the case of theirrevocable undertakings received from M.D. Barnard & Co. Limited and Allianzrepresents an improvement of at least 10 per cent. over the value of theconsideration available under the Offer) or the Offer lapses or is withdrawn. Accordingly, Torex Retail has received irrevocable undertakings to accept, orprocure acceptance of, the Offer in respect of, in aggregate, 28,681,322 AnkerShares, representing approximately 69.0 per cent. of the entire existing issuedshare capital of Anker. In addition, M&G Investment Management Limited has provided Torex Retail with anon-binding letter of support confirming its intention to accept the Offer inrespect of a further 2,666,666 Anker Shares, representing approximately 6.4 percent. of the entire existing issued share capital of Anker. Accordingly, Torex Retail has received support for the Offer from AnkerShareholders in respect of, in aggregate, 31,347,988 Anker Shares, representingapproximately 75.4 per cent. of the entire existing issued share capital ofAnker. 5. Background to and reasons for the Offer The retail application software market is highly fragmented both globally and ata country level. The Torex Retail Directors believe that there is a clearopportunity to create a market leading international application software andservices supplier through a combination of organic growth and acquisitions. The Torex Retail Directors believe that consolidation of the retail systemsmarket is particularly attractive as the market is experiencing a period ofgrowth as a result of the need to replace and upgrade legacy systems andincreased competitive pressure within the retail sector. A key part of Torex Retail's strategy is to expand its customer base andgeographic presence with the aim of creating a business with the scale to becomean international market leader in the supply of retail application software andservices. The Torex Retail Directors believe that large retailers areconservative and would welcome the creation of a business with a global salesand support capability to match their own international estates and ambitions.The large hardware and technology vendors and consultants are also influentialin the retail systems market and the Torex Retail Directors believe that theEnlarged Group will be better positioned to become an important strategicpartner to these organisations. The Acquisition will provide the Enlarged Group with a leading pan-Europeanpresence covering many of Europe's largest markets and also enhance the TorexRetail Group's existing operations in the UK, Germany and Belgium. The TorexRetail Directors believe that this increased scale and geographic reach will beattractive to major international retailers and oil companies who are looking toimplement common systems across their European estates. The addition of Anker's main EPoS product, OSCAR will provide the Enlarged Groupwith two flagship EPoS products, either a Java (LUCAS) or .NET (OSCAR) basedsolution, reducing the reliance on any particular technology standard. To date, Anker has concentrated on the sale of EPoS solutions and relatedproducts and services. Torex Retail has a broader range of retail softwaresolutions including workforce management, loss prevention, merchandise planningand visualisation and the Torex Retail Directors believe that there will besignificant opportunities for cross selling these products into the Ankercustomer base. The Torex Retail Directors believe that substantial synergies and economies ofscale will accrue from the combination of the two companies operations whilst atthe same time improving the quality of service to customers. The Torex RetailDirectors also believe that the Enlarged Group will benefit from improvedpurchasing terms from hardware and technology vendors and will be able torationalise the administrative costs associated with running two public limitedcompanies. The Torex Retail Directors estimate that the successful completion of theAcquisition would result in pre-tax cost savings of approximately £6.0 million,on a full year run rate basis. The one-off restructuring costs of achievingthese synergies are estimated to be in the region of £3.0 million. The Torex Retail Directors believe that the Acquisition will be earningsenhancing (before goodwill amortisation, cost savings, one-off restructuringcosts and revenue benefits referred to above) in the first full year followingthe Acquisition. This statement regarding earnings enhancement does notconstitute a profit forecast nor should it be interpreted to mean that earningsper share of Torex Retail for the current or future years will necessarily matchor exceed the historical published earnings per share of Torex Retail or Anker. As part of the Enlarged Group Anker will be better placed to fulfil itspotential in the retail systems market and will have mitigated its overallmarket exposure by diversifying its technological, geographical and productoffering. Furthermore, the Enlarged Group will be one of the world's largestretail systems suppliers in terms of sales and will be a step closer to becominga clear market leader in retail application software and services. 6. Information on Torex Retail Torex Retail is a leading international provider of innovative retail managementtechnology solutions. With an historic strength in EPoS systems, Torex Retailhas developed a broadly based portfolio of solutions covering both the in-storeand enterprise activities of retailers. The solution set covers therequirements of retailers of all sizes across the high street, conveniencesector, leisure centres and petrol stations. Torex Retail has a large customerbase with over 3,000 customer relationships throughout the world, includingTesco, Woolworths, Selfridges, Argos and Shell. Torex Retail has over 1,200staff based in the UK, Europe and the US. Based on its pro forma results for the 12 months ended 31 December 2004, TorexRetail's turnover and operating profit were £71.8 million and £12.5 millionrespectively. The Torex Retail Group has continued to emphasise the provision of a 'one stopshop' for a retailer's requirements for store solutions. Torex Retail is able toprovide a complete service from project inception through to hardwareacquisition, software provision and building, configuration and installation ofthe system. It is also able to provide a full hardware and software support andmaintenance service for clients. Members of the Torex Retail Group work inclose partnership with leading hardware manufacturers and technology providerssuch as IBM, Microsoft and SAP, whilst retaining their commitment to opensystems to maintain the flexibility to deliver maximum value to its customers. On 10 June 2005, Torex Retail announced the terms of a recommended all shareoffer for XN Checkout Holdings plc ("XN Checkout") ("XN Checkout Offer"). XNCheckout is the UK market leader in the supply of EPoS solutions to the UKmanaged pub and bar sector and completion of the XN Checkout Offer will extendTorex Retail's activities into the Leisure & Hospitality sector of the retailsystems market. The XN Checkout Offer valued the entire issued share capital ofXN Checkout at approximately £72.7 million as at the date of announcement of theXN Checkout Offer. Full acceptance of the XN Checkout Offer will result in theissue of approximately 69.9 million new Torex Retail Shares. Further details ofthe XN Checkout Offer and XN Checkout will be set out in the EquivalentDocument. 7. Information on Anker The Anker Group is one of Western Europe's leading EPoS software suppliers andoperates directly in eleven Western European countries (Austria, Belgium,Denmark, Finland, France, Germany, The Netherlands, Norway, Sweden, Switzerlandand the UK). It provides EPoS payment solutions, including point-of-salesoftware, hardware, professional services and hardware and software maintenance. The Anker Group has approximately 1,250 staff throughout Western Europe andover 2,000 customers. It has more than 60,000 software licences and over 100,000installed units under maintenance in the retail and hospitality industries. Based on its pro forma results for the 12 months ended 31 December 2004, theAnker Group's turnover, gross profits and EBITDA were Euro157.4 million,Euro102.6 million and Euro14.6 million, respectively. The Anker Group has a diverse customer base spread across five main sub-sectors. These sub-sectors are food retail, general merchandise, speciality retail,hospitality and leisure and ferry and cruise. Its key customers include Servex,a Dutch railway retail and hospitality provider; Harrods, a UK retailer, andSchlecker, one of Europe's largest drug store chains. The Anker Group has beenparticularly successful in the Scandinavian ferry and cruise markets primarilydue to the Anker Group's ability to address both the retail and hospitalitymarkets with one system. The shares in Anker were admitted to trading on AIM on 23 December 2004 at aprice of 150 pence per share. 8. Current trading for Torex Retail A copy of the statement released at Torex Retail's Annual General Meeting on 28April 2005 is set out in Appendix IV to this Announcement. Torex Retail expectsto make a trading update in advance of its Interim Results for the six monthsending 30 June 2005 in early July in which Torex Retail will confim that itcontinues to enjoy strong trading and the Torex Retail Directors remain positiveabout the outlook for the full year. 9. Management and employees Torex Retail attaches great importance to the skills and experience of theexisting management and employees of the Anker Group and believes that they willhave greater opportunities arising out of the proposed acquisition of Anker byTorex Retail. Whilst the Torex Retail Board will remain unchanged as a result of theAcquisition, the Torex Retail Directors intend to seek to recruit additionalnon-executive directors with relevant experience in due course. The Board of Torex Retail has confirmed that, upon the Offer becoming or beingdeclared unconditional in all respects, the existing employment rights,including pension rights, of all management and employees of the members of theAnker Group will be fully safeguarded. 10. Anker Option Schemes The Offer will extend to any Anker Shares which are issued or unconditionallyallotted and fully paid (or credited as fully paid) after the date of thisAnnouncement and before the date on which the Offer closes (or, subject to theCity Code, to such earlier date as Torex Retail may decide), including AnkerShares issued pursuant to the exercise of options granted under the Anker OptionSchemes or otherwise. To the extent that such options have not been exercised in full, Torex Retailwill make appropriate proposals to the holders of Anker Options once the Offerbecomes or is declared unconditional in all respects. 11. Dividend policy Following the Acquisition, Torex Retail intends to continue its statedprogressive dividend policy, which balances the dividend payout with thecontinuing need to make investments in order to grow earnings. 12. Extraordinary General Meeting An Extraordinary General Meeting of Torex Retail will be convened in due courseat which resolutions will be proposed to authorise the Torex Retail Directorsto, inter alia, allot the New Torex Retail Shares. The Torex Retail Directors unanimously recommend Torex Retail Shareholders tovote in favour of the resolutions to be proposed at the Extraordinary GeneralMeeting as they intend to do so in respect of their own aggregate beneficialshareholdings comprising, in aggregate, 28,316,349 Torex Retail Shares,representing approximately 14.7 per cent. of Torex Retail's existing issuedshare capital. 13. Inducement fee agreement As an inducement to Torex Retail to make the Offer, Anker has agreed to pay toTorex Retail an inducement fee of £900,000, being approximately one per cent. ofthe value of the Offer, in the event that another offer or alternative proposalfor Anker is announced and becomes unconditional in all respects or otherwisecompletes. Before the inducement fee was agreed, Torex Retail confirmed to theAnker Board that it would not make the Offer without entering into thisinducement fee arrangement with Anker. 14. Recommendation of the Anker Board The Anker Directors, who have been so advised by Collins Stewart, consider thatthe terms of the Offer are fair and reasonable. In providing advice to theAnker Directors, Collins Stewart has taken into account the commercialassessment of the Anker Directors. Accordingly, the Anker Directors unanimously recommend Anker Shareholders toaccept the Offer as they have irrevocably undertaken so to do in respect oftheir own beneficial shareholdings comprising, in aggregate, 974,714 AnkerShares, representing approximately 2.34 per cent. of Anker's existing issuedshare capital. 15. Disclosure of interests in Anker Save for the irrevocable undertakings and letters of intent referred to inparagraph 4 of this Announcement, neither Torex Retail nor, so far as TorexRetail is aware, any person deemed to be acting in concert (as defined in theCity Code) with Torex Retail owns or controls any Anker Shares or has anyoptions to acquire Anker Shares or has procured or received an irrevocablecommitment or letter of intent to accept, or procure the acceptance of, theOffer. Neither Torex Retail nor, so far as Torex Retail is aware, any personacting in concert with Torex Retail for the purposes of the Offer has anyarrangement in relation to Anker Shares or any securities convertible into orexchangeable into Anker Shares or options (including traded options) in respectof, or derivatives referenced to, any such shares. For these purposes,"arrangement" includes any indemnity or option arrangement, any agreement orunderstanding, formal or informal, of whatever nature, relating to Anker Shareswhich may be an inducement to deal or refrain from dealing in such shares. Inthe interests of confidentiality prior to this Announcement, Torex Retail hasnot made any enquiries in this respect of certain parties who may be presumed bythe Panel to be acting in concert with Torex Retail for the purposes of theOffer. 16. Further details of the Offer The Anker Shares will be acquired by Torex Retail fully paid and free from allliens, equities, charges, encumbrances and other interests and together with allrights now or hereafter attaching thereto, including the right to receive andretain all dividends and other distributions declared, made or paid hereafter. The New Torex Retail Shares will be issued free from all liens, equities,charges, encumbrances and other interests. The New Torex Retail Shares will beissued credited as fully paid and will rank pari passu in all respects withexisting issued Torex Retail Shares, including the right to receive alldividends and other distributions declared, made or paid hereafter. Fractions ofNew Torex Retail Shares will not be allotted or issued pursuant to the Offer butwill be aggregated and sold in the market for the benefit of Torex Retail. There are no agreements or arrangements to which Torex Retail is a party whichrelate to the circumstances in which it may or may not invoke or seek to invokea condition of the Offer. The Offer will be subject to the conditions and further terms set out inAppendix I to this Announcement, in the Offer Document and in the Form ofAcceptance. 17. Admission to trading on AIM and dealings in New Torex Retail Shares It is Torex Retail's intention that, following the Offer becoming or beingdeclared unconditional in all respects, Torex Retail will apply for the NewTorex Retail Shares to be admitted to trading on AIM. It is expected thatadmission will become effective and that dealings will commence in the New TorexRetail Shares on the first business day following the day on which the Offerbecomes or is declared unconditional in all respects (save only for theadmission of such shares becoming effective). 18. Compulsory acquisition, cancellation of trading on AIM of Anker Sharesand re-registration If Torex Retail receives acceptances under the Offer in respect of, and/orotherwise acquires, 90 per cent. or more of the Anker Shares to which the Offerrelates and the Offer becomes or is declared unconditional in all respects,Torex Retail intends to exercise its rights pursuant to the provisions ofsections 428 to 430F (inclusive) of the Companies Act to acquire compulsorilyany outstanding Anker Shares not acquired or agreed to be acquired pursuant tothe Offer or otherwise. It is Torex Retail's intention that, following the Offer becoming or beingdeclared unconditional in all respects, Anker will apply for the admission totrading on AIM of the Anker Shares to be cancelled. Such cancellation will,subject to the approval of the London Stock Exchange, take effect no earlierthan 20 business days after the Offer becomes or is declared unconditional inall respects. Cancelling the admission to trading on AIM of the Anker Shareswould significantly reduce the liquidity and marketability of any Anker Sharesnot assented to the Offer. It is also proposed that, in due course, Torex Retail will seek to procure there-registration of Anker as a private company under the relevant provisions ofthe Companies Act. 19. Overseas Shareholders Unless otherwise determined by Torex Retail and permitted by applicable law andregulation, the Offer will not be made, directly or indirectly, in or into, orby the use of the mails or by any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerceof, or any facility of a national securities exchange, of a RestrictedJurisdiction (including the United States, Canada, Australia or Japan) and theOffer will not be capable of acceptance by any such use, means, instrumentalityor facility or from within a Restricted Jurisdiction. Accordingly, copies ofthis Announcement are not being, and must not be, directly or indirectly, mailedor otherwise forwarded, distributed or sent in or into or from a RestrictedJurisdiction and persons receiving this Announcement (including custodians,nominees and trustees) must not mail or otherwise forward, distribute or send itin or into or from a Restricted Jurisdiction. Doing so may render invalid anypurported acceptance of the Offer. The availability of the Offer to persons whoare not resident in the United Kingdom may be affected by the laws of therelevant jurisdictions. Persons who are not resident in the United Kingdomshould inform themselves about and observe any applicable requirements. Furtherdetails in relation to Overseas Shareholders will be set out in the OfferDocument. The New Torex Retail Shares to be issued in connection with the Offer have notbeen, nor will they be, registered under the US Securities Act or under thesecurities laws of any state of the United States; the relevant clearances havenot been, nor will they be, obtained from the securities commission of anyprovince or territory of Canada; no prospectus has been lodged with, orregistered by, the Australian Securities and Investments Commission or theJapanese Ministry of Finance; and the New Torex Retail Shares have been, norwill they be, registered under or offered in compliance with applicablesecurities laws of any state, province, territory or jurisdiction of Canada,Australia or Japan. Accordingly, the New Torex Retail Shares are not being andmay not be (unless an exemption under relevant securities laws is applicable)offered, sold, resold or delivered, directly or indirectly, in or into theUnited States, Canada, Australia or Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of, or require registrationthereof in, such jurisdiction or to, or for the account or benefit of, anyUnited States, Canadian, Australian or Japanese person. 20. Torex Retail and Anker issued share capital In accordance with Rule 2.10 of the City Code, Torex Retail confirms that it has192,347,636 Torex Retail Shares in issue. The International SecuritiesIdentification Number for Torex Retail Shares is GB0034291632. In accordance with Rule 2.10 of the City Code, Anker confirms that it has41,584,158 Anker Shares in issue. The International Securities IdentificationNumber for Anker Shares is GB00B04DD164. 21. General The Offer Document, the Equivalent Document and the Form of Acceptance will beposted to Anker Shareholders as soon as practicable and in any event within 28days of this Announcement, other than in relation to a Restricted Jurisdiction. The bases and sources of certain financial information contained in thisAnnouncement are set out in Appendix II to this Announcement and definitions ofcertain expressions used in this Announcement are contained in Appendix III tothis Announcement. ENQUIRIES Torex Retail Christopher Moore Tel: +44 (0) 1993 230 057 Mark Pearman Tel: +44 (0) 1993 230 057 UBS Investment Bank Benjamin Robertson Tel: +44 (0) 20 7568 0000 Jackie Arnott-Smith Tel: +44 (0) 20 7568 0000 Citigate Dewe Rogerson Ginny Pulbrook Tel: +44 (0) 20 7638 9571 Seb Hoyle Tel: +44 (0) 20 7638 9571 Anker Dermot Smurfit Tel: + 44 (0) 870 905 1576 John Foulkes Tel: + 44 (0) 870 905 1576 Collins Stewart Nick Ellis Tel: + 44 (0) 20 7523 8350 Seema Paterson Tel: + 44 (0) 20 7523 8350 Smithfield Reg Hoare Tel: +44 (0) 20 7360 4900 Sarah Richardson Tel: +44 (0) 20 7360 4900 The Anker Directors accept responsibility for the information contained in thisAnnouncement relating to Anker and its subsidiaries, themselves and theirimmediate families and connected persons. The Torex Retail Directors acceptresponsibility for all of the other information contained in this Announcement.To the best of the knowledge and belief of the Torex Retail Directors and theAnker Directors (who have taken all reasonable care to ensure that such is thecase) the information contained in this Announcement for which they arerespectively responsible is in accordance with the facts and does not omitanything likely to affect the import of such information. UBS Investment Bank is acting for Torex Retail and no one else in connectionwith the Offer and will not be responsible to anyone other than Torex Retail forproviding the protections afforded to clients of UBS Investment Bank or forproviding advice in connection with the Offer. Collins Stewart Limited, which is regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Anker and no one else inconnection with the Offer and will not be responsible to anyone other than Ankerfor providing the protections afforded to clients of Collins Stewart Limited norfor providing advice in relation to the Offer. This Announcement does not constitute an offer or an invitation to purchase orsubscribe for any securities. The Offer will be made solely by the OfferDocument, an advertisement to be published in the London edition of theFinancial Times and the Form of Acceptance, which will contain the full termsand conditions of the Offer, including details of how the Offer may be accepted. Unless otherwise determined by Torex Retail and permitted by applicable law andregulation, the Offer will not be made, directly or indirectly, in or into, orby the use of the mails or by any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerceof, or any facility of a national securities exchange of, a RestrictedJurisdiction (including the United States, Canada, Australia or Japan) and theOffer will not be capable of acceptance by any such use, means, instrumentalityor facility or from within a Restricted Jurisdiction. Accordingly, copies ofthis Announcement are not being, and must not be, directly or indirectly, mailedor otherwise forwarded, distributed or sent in or into or from a RestrictedJurisdiction and persons receiving this Announcement (including custodians,nominees and trustees) must not mail or otherwise forward, distribute or send itin or into or from a Restricted Jurisdiction. Doing so may render invalid anypurported acceptance of the Offer. The availability of the Offer to persons whoare not resident in the United Kingdom may be affected by the laws of therelevant jurisdictions. Persons who are not resident in the United Kingdomshould inform themselves about and observe any applicable requirements. The New Torex Retail Shares to be issued in connection with the Offer have notbeen, nor will they be, registered under the US Securities Act or under thesecurities laws of any state of the United States; the relevant clearances havenot been, nor will they be, obtained from the securities commission of anyprovince or territory of Canada; no prospectus has been lodged with, orregistered by, the Australian Securities and Investments Commission or theJapanese Ministry of Finance; and the New Torex Retail Shares have been, norwill they be, registered under or offered in compliance with applicablesecurities laws of any state, province, territory or jurisdiction of Canada,Australia or Japan. Accordingly, the New Torex Retail Shares are not being andmay not be (unless an exemption under relevant securities laws is applicable)offered, sold, resold or delivered, directly or indirectly, in or into theUnited States, Canada, Australia or Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of, or require registrationthereof in, such jurisdiction or to, or for the account or benefit of, anyUnited States, Canadian, Australian or Japanese person. The Panel wishes to draw attention to certain UK dealing disclosure requirementsfollowing the announcement of the Offer. An "offer period" is deemed tocommence at the time when an announcement is made of a proposed or possibleoffer, with or without terms. Accordingly, the offer period began on 30 June2005. The above disclosure requirements are set out in more detail in Rule 8 of theCity Code. Under the provisions of Rule 8.3 of the City Code, any person who,alone or acting together with any other person(s) pursuant to an agreement orunderstanding (formal or informal) to acquire or control relevant securities ofTorex Retail or Anker, owns or controls, or becomes the owner or controller,directly or indirectly, of one per cent. or more of any class of securities ofTorex Retail or Anker is required to disclose, by not later than 12 noon on thebusiness day following the date of the relevant transaction, dealings in suchsecurities of that company (or in any option in respect of, or derivativereferenced to, any such securities) during the period to the date on which theOffer becomes or is declared unconditional as to acceptances or lapses or isotherwise withdrawn. Under the provisions of Rule 8.1 of the City Code, all dealings in relevantsecurities of Torex Retail or Anker by Torex Retail or Anker, or by any of theirrespective "associates" (within the meaning of the City Code) must also bedisclosed. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000 and/or consult the Panel's website atwww.thetakeoverpanel.org.uk or contact the Panel on telephone number+442076380129; fax +442072367013. If you are in any doubt about the action you should take, you are recommended toseek your own personal financial advice immediately from your stockbroker, bankmanager, solicitor, accountant or independent financial adviser authorised underthe Financial Services and Market Act 2000 if you are resident in the UnitedKingdom or, if not, from another appropriately authorised independent financialadviser. APPENDIX I Conditions and certain further terms of the Offer Part A: Conditions of the Offer The Offer, which will comply with the applicable rules and regulations of theLondon Stock Exchange and the City Code and will be governed by English law andsubject to the jurisdiction of the courts of England, will be subject to theterms and conditions set out below, in the Offer Document and in the Form ofAcceptance: (a) valid acceptances being received (and not, where permitted, withdrawn) bynot later than 3.00 p.m. on the first closing date of the Offer (or such latertime(s) and/or date(s) as Torex Retail may, subject to the rules of the CityCode, decide) in respect of not less than 90 per cent. (or such lesserpercentage as Torex Retail may decide) in nominal value of the Anker Shares towhich the Offer relates, provided that, unless agreed by the Panel, thiscondition will not be satisfied unless Torex Retail and/or any of itswholly-owned subsidiaries have acquired, or agreed to acquire, whether pursuantto the Offer or otherwise, and whether directly or indirectly, Anker Sharescarrying, in aggregate, more than 50 per cent. of the voting rights thennormally exercisable at general meetings of Anker on such basis as may berequired by the Panel (including for this purpose, to the extent (if any)required by the Panel, any voting rights attaching to any shares which areunconditionally allotted or issued before the Offer becomes or is declaredunconditional as to acceptances, whether pursuant to the exercise of conversionor subscription rights or otherwise); and for this purpose (i) the expression"Anker Shares to which the Offer relates" shall be construed in accordance withsections 428-430F of the Companies Act 1985; and (ii) Anker Shares which havebeen unconditionally allotted shall be deemed to carry the voting rights whichthey will carry upon being entered in the register of members of Anker; (b) the passing at an extraordinary general meeting of Torex Retail (or at anyadjournment thereof) of Torex Retail of any resolution or resolutions which arenecessary or, in the reasonable opinion of Torex Retail, desirable to approve,effect and implement the Offer and the acquisition by Torex Retail of Anker andof any Anker Shares; (c) the London Stock Exchange agreeing to admit the New Torex Retail Shares totrading on AIM and (unless the Panel otherwise agrees) such admission becomingeffective in accordance with the AIM Rules of the London Stock Exchange; (d) to the extent that the acquisition of the Anker Shares would constitute arelevant merger within the meaning of section 23 of the Enterprise Act 2002, theOffice of Fair Trading indicating, in terms reasonably satisfactory to TorexRetail, that it does not intend to refer the proposed acquisition of Anker byTorex Retail, or any aspect of it, to the Competition Commission; (e) save as Disclosed, no central bank, government or governmental,quasi-governmental, supranational, statutory or regulatory body, or any court,institution, investigative body, association, trade agency or professional orenvironmental body or (without prejudice to the generality of the foregoing) anyother person or body in any jurisdiction (each, a "Relevant Authority") havingdecided to take, institute, implement or threaten any action, proceedings, suit,investigation or enquiry or enacted, made or proposed any statute, regulation ororder or otherwise taken any other step or done any thing, that could reasonablybe expected to (in each case to an extent which is material and adverse in thecontext of the wider Anker Group taken as a whole): (i) restrict, restrain, prohibit, delay, impose additional conditions orobligations with respect to, or otherwise interfere with the implementation of,the Offer or the acquisition of any Anker Shares by Torex Retail; (ii) result in a delay in the ability of Torex Retail, or render Torex Retailunable, to acquire some or all of the Anker Shares; (iii) require, prevent, delay or affect the divestiture by Torex Retail orany member of the wider Torex Retail Group or Anker or any member of the widerAnker Group of all or any portion of their businesses, assets or property or ofany Anker Shares or other securities in Anker or impose any limitation on theability of any of them to conduct their respective businesses or own theirrespective assets or properties or any part thereof; (iv) impose any limitation on the ability of any member of the wider TorexRetail Group to acquire or hold or exercise effectively, directly or indirectly,all rights of all or any of the Anker Shares (whether acquired pursuant to theOffer or otherwise); (v) require any member of the wider Torex Retail Group or the wider AnkerGroup to offer to acquire any shares or other securities or rights thereover inany member of the wider Anker Group owned by any third party; (vi) make the Offer or its implementation or the proposed acquisition of Ankeror any member of the wider Anker Group or of any Anker Shares or any othershares or securities in, or control of, Anker, illegal, void or unenforceable inor under the laws of any jurisdiction; or (vii) otherwise materially and adversely affect any or all of the businesses,assets or financial condition of any member of the wider Torex Retail Group orthe wider Anker Group or the exercise of rights of shares of any company in theAnker Group (to an extent which is material in the context of the wider TorexRetail Group taken as a whole or, as the case may be, the wider Anker Grouptaken as a whole), and all applicable waiting periods during which such Relevant Authority couldinstitute, implement or threaten any such action, proceeding, suit,investigation, enquiry or reference or otherwise intervene having expired,lapsed or been terminated; (f) save as Disclosed, all authorisations, orders, grants, consents,clearances, licences, permissions and approvals in any jurisdiction necessaryfor or in respect of the Offer, the proposed acquisition of any shares orsecurities in, or control of, Anker or any member of the wider Anker Group byany member of the wider Torex Retail Group or the carrying on of the business ofany member of the wider Anker Group or the wider Torex Retail Group, the issueof the New Torex Retail Shares or any matters arising therefrom("Authorisations") being obtained in terms reasonably satisfactory to TorexRetail and Anker from all appropriate Relevant Authorities or (without prejudiceto the generality of the foregoing) from any persons or bodies with whom anymembers of the wider Anker Group has entered into contractual arrangements (ineach case where the absence of such Authorisation would have a material andadverse effect on the wider Anker Group taken as a whole) and suchAuthorisations remaining in full force and effect and there being nonotification of any intention to revoke, amend or not to renew the same and allnecessary filings having been made, all appropriate waiting and other timeperiods (including extensions thereto) under any applicable legislation andregulations in any jurisdiction having expired, lapsed or been terminated andall necessary statutory or regulatory obligations in any jurisdiction in respectof the Offer or the proposed acquisition of Anker by Torex Retail or of anyAnker Shares or any matters arising therefrom having been complied with; (g) save as Disclosed, there being no provision of any agreement, instrument,permit, licence or other arrangement to which any member of the wider AnkerGroup is a party or by or to which it or any of its assets may be bound orsubject which, as a consequence of the Offer or the acquisition of Anker orbecause of a change in the control or management of Anker or any member of theAnker Group, could reasonably be expected to have the result that (in each caseto an extent which is material and adverse in the context of the wider AnkerGroup taken as a whole): (i) any moneys borrowed by, or other indebtedness, actual or contingent, of,or grant available to, any member of the wider Anker Group becomes or is capableof being declared repayable immediately or earlier than the repayment datestated in such agreement, instrument or other arrangement or the ability of anymember of the wider Anker Group to borrow moneys or incur indebtedness iswithdrawn, inhibited or adversely affected; (ii) any mortgage, charge or other security interest is created over thewhole or any part of the business, property or assets of any member of the widerAnker Group or any such security (whenever arising) becomes enforceable; (iii) any such agreement, instrument, permit, licence or other arrangement,or any right, interest, liability or obligation of any member of the wider AnkerGroup therein, is terminated or materially adversely modified or affected or anymaterial action is taken or onerous obligation arises thereunder; (iv) the value of any member of the wider Anker Group or its financial ortrading position is prejudiced or adversely affected; (v) any material asset or, other than in the ordinary course of business, anyasset of the wider Anker Group being or falling to be charged or disposed of; (vi) the rights, liabilities, obligations or interests or business of anymember of the wider Anker Group in or with any other person, firm or company (orany arrangement relating to such interest or business) is terminated, modifiedor adversely affected; or (vii) any member of the wider Anker Group ceases to be able to carry onbusiness under any name under which it currently does so; (h) save as Disclosed, since 31 December 2004 (being the date to which Anker'slast published audited accounts were made up) no member of the wider Anker Grouphaving (in each case to an extent which is material and adverse in the contextof the wider Anker Group, taken as a whole): (i) issued or agreed to issue or authorised or proposed the issue ofadditional shares of any class or issued or authorised or proposed the issue ofor granted securities convertible into or rights, warrants or options tosubscribe for or acquire such shares or convertible securities or redeemed,purchased or reduced or announced any intention to do so or made any otherchange to any part of its share capital (save as between Anker and wholly ownedsubsidiaries of Anker and for the grant of Anker Options pursuant to the termsof the Anker Option Schemes or the issue of Anker Shares on the exercise ofAnker Options pursuant to the terms of the Anker Option Schemes to the extentthat any such grant or issue has been Disclosed); (ii) recommended, declared, paid or made or proposed to recommend, declare,pay or make any dividend, bonus or other distribution other than dividendslawfully paid to Anker or wholly-owned subsidiaries of Anker; (iii) (save for transactions between two or more wholly owned members of theAnker Group) authorised or announced its intention to propose any materialmerger or acquisition or disposal or transfer of any material assets or sharesor any material change in its share or loan capital; (iv) (save for transactions between two or more wholly owned members of theAnker Group) issued or authorised the issue of any debentures or incurred or,save in the ordinary course of business, increased any material indebtedness orcontingent liability; (v) disposed of or transferred, mortgaged or encumbered any material asset orany right, title or interest in any such asset or entered into or varied anymaterial contract, commitment or arrangement (whether in respect of capitalexpenditure or otherwise) which is of a long term or unusual nature or whichinvolves or could involve an obligation of a nature or magnitude which ismaterial and adverse in the context of the wider Anker Group, taken as a wholeor authorised, proposed or announced any intention to do so other than in theordinary course of business; (vi) entered into, or varied the terms of, any material contract or agreement