DUBLIN, Ireland, Dec. 15, 2004 (PRIMEZONE) -- Waterford Wedgwood plc:
Summary
* Waterford Wedgwood plc ("Waterford Wedgwood") announces the
terms of a recommended cash offer to be made by or on behalf
of Waterford Wedgwood U.K. plc ("Waterford Wedgwood UK"), a
subsidiary of Waterford Wedgwood, for the entire issued and
to be issued ordinary share capital of Royal Doulton plc
("Royal Doulton") under which Royal Doulton Shareholders
will be offered 12p in cash for each Royal Doulton Share
(the "Offer").
* The Offer values the whole of the issued share capital of
Royal Doulton at approximately GBP 39.9 million (EUR 57.8
million).
* The Offer represents a premium of approximately 43 per cent.
to the closing middle-market price of 8.38 pence per Royal
Doulton Share on 20 October 2004 (the day before Waterford
Wedgwood and Royal Doulton announced they were in talks
regarding a potential offer for Royal Doulton).
* The Waterford Wedgwood Group currently holds 70,339,352
Royal Doulton Shares representing approximately 21.16 per
cent. of Royal Doulton's issued share capital. These Royal
Doulton Shares will not be the subject of the Offer.
* Waterford Wedgwood UK has received irrevocable undertakings
to accept (or procure acceptances of) the Offer from:
(i) the directors of Royal
Doulton in respect of their
aggregate holdings of
7,214,235 Royal Doulton
Shares, representing
approximately 2 per cent. of
Royal Doulton's issued share
capital and, in respect of,
in aggregate, 5,000,000
Royal Doulton Options and
such of the 4,900,000 Royal
Doulton Shares subject to
LTIP awards which are
acquired by the Royal
Doulton Directors pursuant
to vesting of such awards;
and,
(ii) Sir Anthony O'Reilly,
Chairman of Waterford
Wedgwood (through Indexia
Holdings Limited, a company
which he wholly controls)
and Mr Peter John
Goulandris, Deputy Chairman
of Waterford Wedgwood
(through Cantique Holdings
Limited, a company which he
wholly controls) in respect
of their aggregate holdings
of 13,250,000 Royal Doulton
Shares, representing
approximately 4 per cent. of
Royal Doulton's issued share
capital.
* The Waterford Wedgwood Group therefore owns, or Waterford
Wedgwood UK has received irrevocable undertakings to accept
the Offer in respect of, a total of 90,803,587 Royal Doulton
Shares, representing approximately 27 per cent. of Royal
Doulton's issued share capital.
* In view of its size, the Offer is conditional, inter alia,
on Waterford Wedgwood shareholder approval.
Commenting on the Offer, Sir Anthony O'Reilly, Chairman of Waterford Wedgwood, said:
"We are pleased to formalise this offer first outlined to our shareholders in October. As I said at the time, this acquisition would transform Waterford Wedgwood. The benefits are immediately apparent. We can add Royal Doulton's revenues to our own revenues without greatly increasing our costs."
Commenting on the Offer, Hamish Grossart, Chairman of Royal Doulton, said:
"I am delighted that we have been able to agree attractive offer terms with Waterford Wedgwood. The Enlarged Group will have outstanding people and enhanced competitiveness in the ceramic marketplace."
This summary should be read in conjunction with the full text of the following announcement. Appendix 2 to the following announcement contains definitions of certain terms used in this summary and in the following announcement.
PRESS ENQUIRIES Waterford Wedgwood plc Tel: +353 1 4781 855 Redmond O'Donoghue, Group Chief Executive Officer Peter Cameron, Group Chief Operating Officer Paul D'Alton, Group Chief Financial Officer Lazard & Co., Limited Tel: +44 20 7187 2000 Nicholas Shott David Reitman Davy Tel: +353 1 679 6363 Hugh McCutcheon Eugenee Mulhern Panmure Gordon (UK Brokers) Tel: +44 20 7187 2000 Tim Linacre Hugh Morgan Powerscourt (UK/ International Media) Tel: +44 20 7236 5615 Rory Godson Tel: +44 7909 926 020 Dennehy Associates (Ireland) Tel: +353 1 676 4733 Michael Dennehy Tel: +353 87 255 6923 College Hill (Investor Relations) Tel: +44 20 7457 2020 Kate Pope Tel: +44 7798 843 276 Mark Garraway Tel: +44 7771 860 938 Royal Doulton plc Tel: +44 1782 404 040 Hamish Grossart Wayne Nutbeen Cazenove & Co. Ltd Tel: +44 20 7588 2828 Richard Wintour Steve Baldwin Hudson Sandler Tel: +44 20 7796 4133 Jessica Rouleau
Lazard is acting for Waterford Wedgwood UK and Waterford Wedgwood in connection with the Offer and no one else and will not be responsible to anyone other than Waterford Wedgwood UK and Waterford Wedgwood for providing the protections afforded to clients of Lazard nor for providing advice in connection with the Offer.
Cazenove is acting for Royal Doulton in connection with the Offer and no one else and will not be responsible to anyone other than Royal Doulton for providing the protections afforded to clients of Cazenove nor for providing advice in connection with the Offer.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this announcement is released, published or distributed should inform themselves about, and observe such restrictions. This announcement is not for release, distribution or publication in or into Canada, Australia or Japan or any other jurisdiction where it would be unlawful to do so.
The Offer will be made in the United States solely by Waterford Wedgwood UK. Neither Lazard nor any of its affiliates will be making the Offer in the United States.
The availability of the Offer to Royal Doulton Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Royal Doulton Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
The Offer Document and the Form of Acceptance will contain important information and will be made available to those Royal Doulton Shareholders who are able to receive them, as a result of the laws of the jurisdictions in which they are resident. Royal Doulton Shareholders are advised to read the Offer Document and the Form of Acceptance (if they are permitted to receive them) when they are sent to them.
Subject to applicable UK and United States regulatory requirements, including, without limitation, the requirements set forth in Rule 14e-5 of Regulation 14E under the United States Securities Exchange Act of 1934, as amended, Lazard and Waterford Wedgwood or its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Royal Doulton Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom and under applicable regulatory requirements (including applicable United States securities laws).
Cautionary Statement Regarding Forward Looking Statements: This announcement contains statements about the Waterford Wedgwood Group and the Royal Doulton Group that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates" or similar expressions or the negative thereof are forward-looking statements. Forward-looking statements include statements relating to the following (i) future capital expenditures, expenses, revenues, economic performance, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Waterford Wedgwood Group's or the Royal Doulton Group's operations; and (iii) the effects of government regulation on the Waterford Wedgwood Group's or the Royal Doulton Group's business.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. All subsequent oral or written forward-looking statements attributable to the Waterford Wedgwood Group or the Royal Doulton Group or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.
WATERFORD WEDGWOOD PLC
RECOMMENDED CASH OFFER FOR ROYAL DOULTON PLC
1. Introduction
The boards of Waterford Wedgwood U.K. plc ("Waterford
Wedgwood UK"), a subsidiary of Waterford Wedgwood plc
("Waterford Wedgwood") and Royal Doulton plc ("Royal
Doulton") announce that they have agreed the terms of a
recommended cash offer to be made by or on behalf of
Waterford Wedgwood UK for the entire issued and to be
issued ordinary share capital of Royal Doulton other than
(i) any Royal Doulton Shares held, or which become held,
in treasury by Royal Doulton; and, (ii) the 70,339,352
Royal Doulton Shares already owned by the Waterford
Wedgwood Group (representing approximately 21.16 per cent.
of Royal Doulton's issued share capital).
The Royal Doulton Directors, who have been so advised by
Cazenove, Royal Doulton's financial adviser, consider the
terms of the Offer to be fair and reasonable. In providing
its financial advice to the Royal Doulton Directors,
Cazenove has taken into account the Royal Doulton
Directors' commercial assessments of the Offer.
Accordingly, the Royal Doulton Directors have unanimously
recommended that Royal Doulton Shareholders accept the
Offer, as they, and certain of their connected parties,
have irrevocably undertaken to do in respect of their
aggregate holdings of 7,214,235 Royal Doulton Shares,
representing approximately 2 per cent. of Royal Doulton 's
issued share capital, and in respect of, in aggregate,
5,000,000 Royal Doulton Options and such of the 4,900,000
Royal Doulton Shares subject to LTIP awards which are
acquired by the Royal Doulton Directors pursuant to
vesting of such awards.
2. The Offer
The Offer, which will be on the terms and subject to the
conditions set out below and in Appendix 1 and as set out
in the Offer Document and the Form of Acceptance, will be
made on the following basis:
For each Royal Doulton Share 12p in cash
The Offer values the whole of the issued share capital of
Royal Doulton (including Royal Doulton Shares held by the
Waterford Wedgwood Group as described in paragraph 4
below, which are not the subject of the Offer) at
approximately GBP 39.9 million (EUR 57.8 million) and
represents a premium of 43 per cent. to the closing
middle-market price of 8.38 pence per Royal Doulton Share
on 20 October 2004 (the day before Waterford Wedgwood and
Royal Doulton announced they were in talks regarding a
potential offer for Royal Doulton).
Royal Doulton Shares will be acquired pursuant to the
Offer fully paid and free from all liens, charges,
equities, encumbrances, rights of pre-emption and any
other interests of any nature whatsoever and together with
all rights now or hereafter attaching thereto, including
voting rights and the right to receive and retain in full
all dividends and other distributions (if any) declared,
made or paid on or after 15 December 2004.
The Offer is being made outside the United States by
Lazard on behalf of Waterford Wedgwood UK and in the
United States by Waterford Wedgwood UK. Royal Doulton
Shareholders who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
3. Background to and reasons for the Offer
The directors of Waterford Wedgwood UK believe that, for
the following reasons, the logic for a combination of
Royal Doulton and Waterford Wedgwood is compelling:
* First, the intended closure by
Royal Doulton of its UK Nile
Street factory at Stoke-on-Trent
and the transfer of production of
the Royal Doulton and Minton
brands to Waterford Wedgwood's
state-of-the-art Barlaston
facility would result in lower
incremental costs relative to the
Nile Street costs, whilst also
maximising production capacity at
Barlaston.
* Secondly, it is intended to
implement a programme of
rationalisation of retail
operations and integration of
administration functions, both
globally and at head office
levels, and to combine the Royal
Doulton and Wedgwood purchasing
and sourcing activities in order
to yield further cost savings for
the Enlarged Group.
* Finally, the degree to which the
Royal Doulton brands complement
those of Waterford Wedgwood is
important. Royal Doulton's brand
recognition in the UK is very good
(as confirmed by independent
market research). The Enlarged
Group would therefore benefit from
a portfolio of strong brands. The
combination of the sale and
distribution of the Royal Doulton
brands with those in the Waterford
Wedgwood portfolio should yield
further economies.
4. Irrevocable undertakings and holdings
The Waterford Wedgwood Group currently holds 70,339,352
Royal Doulton Shares representing, in aggregate, 21.16 per
cent. of Royal Doulton's issued share capital. These Royal
Doulton Shares will not be the subject of the Offer.
Waterford Wedgwood UK has received irrevocable
undertakings to accept (or procure acceptances of) the
Offer from:
(a) the Royal Doulton Directors (for
themselves and on behalf of
certain connected persons) in
respect of their aggregate
holdings of 7,214,235 Royal
Doulton Shares, representing
approximately 2 per cent. of Royal
Doulton's issued share capital
and, in respect of, in aggregate,
5,000,000 Royal Doulton Options
and such of the 4,900,000 Royal
Doulton Shares subject to LTIP
awards which are acquired by the
Royal Doulton Directors pursuant
to vesting of such awards; and
(b) Sir Anthony O'Reilly, Chairman of
Waterford Wedgwood (through
Indexia Holdings Limited, a
company which he wholly controls)
and Mr Peter John Goulandris,
Deputy Chairman of Waterford
Wedgwood (through Cantique
Holdings Limited, a company which
he wholly controls) in respect of
their aggregate holdings of
13,250,000 Royal Doulton Shares,
representing approximately 4 per
cent. of Royal Doulton's issued
share capital.
The terms of these irrevocable undertakings require
acceptance of the Offer even if a competing or higher
offer from a third party is received by Royal Doulton.
The Waterford Wedgwood Group therefore owns, or Waterford
Wedgwood UK has received irrevocable undertakings to
accept the Offer in respect of, a total of 90,803,587
Royal Doulton Shares, representing approximately 27 per
cent. of Royal Doulton's issued share capital.
5. Information relating to Waterford Wedgwood
Waterford Wedgwood is one of the world's leading
designers, manufacturers and marketers of high quality
crystal, fine bone china and porcelain. The Waterford
Wedgwood Group's portfolio of established luxury lifestyle
brands includes Waterford crystal, Wedgwood fine bone
china and Rosenthal porcelain. The Waterford Wedgwood
Group also has well established co-branding relationships
with a range of leading designers and celebrities,
including Versace, Vera Wang, Jasper Conran and John
Rocha.
Waterford Wedgwood Stock Units are listed on the Irish
Stock Exchange (primary listing) and on the London Stock
Exchange (primary listing).
For the year ended 31 March 2004, Waterford Wedgwood
generated net sales of EUR 832 million including
discontinued operations. In that year:
* crystal accounted for 31.6 per
cent. of net sales (EUR 263
million);
* ceramics accounted for 43.9 per
cent. of net sales (EUR 366
million);
* premium cookware (including
products manufactured and
distributed by All-Clad) accounted
for 12.0 per cent. of net sales
(EUR 100 million); and
* sales of other products (including
Linens, Writing Instruments and
Holiday Heirlooms) accounted for
the remaining 12.4 per cent. of
the Waterford Wedgwood Group's
sales (EUR 103 million).
On 2 June 2004, Waterford Wedgwood announced that it had
entered into an agreement to sell All-Clad, its US based
cookware subsidiary to Groupe SEB for a total
consideration of USD 250 million (approximately EUR 206
million). The sale completed on 27 July 2004.
6. Information relating to Royal Doulton
Royal Doulton is engaged in the manufacture, distribution
and sale of quality ceramic and glassware products to the
giftware, collectable and tabletop markets. Royal Doulton,
which has its origins in 1815, became a listed company in
1993 following its demerger from Pearson plc.
Royal Doulton's principal brands are Royal Doulton, Minton
and Royal Albert. It has retail, concession and wholesale
selling operations throughout the developed world, its
primary markets being the UK, Canada, Australia, Japan and
the United States, with distribution capabilities in each
of these markets. By the end of 2002, Royal Doulton had
transferred the production of its Royal Albert brand to
Indonesia.
In the year to 31 December 2003, Royal Doulton reported a
loss before tax and after exceptional items of GBP 5.0
million (EUR 7.2 million) on turnover of GBP 116.5 million
(EUR 168.8 million). Net assets at 31 December 2003 were
GBP 28.9 million (EUR 41.9 million).
7. Management and employees
Waterford Wedgwood UK attaches importance to the skills
and experience of the existing management and employees of
Royal Doulton. The existing employment rights of the
employees of Royal Doulton will be fully safeguarded.
Based on information made available to them by Royal
Doulton, the directors of Waterford Wedgwood UK have
carefully considered the position of the Royal Doulton UK
Pension Scheme, including the current level of
contributions and the disclosed pension deficit. Waterford
Wedgwood UK believes that as part of the Enlarged Group,
Royal Doulton will be in a position to safeguard the
interests of the members of the Royal Doulton UK Pension
Scheme.
Specific management changes proposed following the Offer
would involve David Sculley, former Vice-President of H.J.
Heinz Company and current non-executive director of
Waterford Wedgwood, becoming Chairman of the combined
Wedgwood and Royal Doulton businesses. Mr Sculley would
assume responsibility for overseeing the integration. Mr
Sculley's appointment, together with that of Wayne
Nutbeen, Royal Doulton chief executive and Geoffrey
Martin, Royal Doulton finance director, to the enlarged
Wedgwood/Royal Doulton division would, with the existing
Waterford Wedgwood team, create a management team with
considerable ceramics and restructuring experience and
expertise. These appointments would not affect the
composition of the boards of Waterford Wedgwood or
Waterford Wedgwood UK.
8. Share Option Plans and LTIPs
The Offer extends to any Royal Doulton Shares which are
unconditionally allotted or issued on or prior to the date
on which the Offer closes (or such earlier date as
Waterford Wedgwood UK may, subject to the City Code,
decide), including shares issued pursuant to the exercise
of options or the vesting of awards granted under the
Royal Doulton Share Option Plans and the LTIPs.
After the Offer becomes or is declared unconditional in
all respects, it is expected that all outstanding options
under the Royal Doulton Share Option Plans will become
exercisable in full and all awards granted under the LTIPs
will vest in full, save that (i) awards granted in 1998
and 1999 under the Royal Doulton Incentive Share Plan will
not vest as they are time expired and (ii) awards granted
in 2004 under the Royal Doulton Long Term Incentive Plan
2003 are expected to vest only as to one third of the
Royal Doulton Shares subject to such awards.
Appropriate proposals will be made in due course to
participants in the Royal Doulton Share Option Plans and
the LTIPs.
9. Extraordinary General Meeting
In view of its size it is necessary for the shareholders
of Waterford Wedgwood to approve the Offer. A notice
convening the Extraordinary General Meeting has been
despatched today to the shareholders of Waterford
Wedgwood.
The Offer is to be financed from the proceeds of a rights
issue announced by Waterford Wedgwood on 21 October 2004
(the "Rights Issue"). The Rights Issue is fully
underwritten and will raise approximately EUR 100 million
before expenses.
None of the rights under the Rights Issue, or the
securities to be issued under the Rights Issue has been or
will be registered under the United States Securities Act
of 1933, as amended; they may not be offered or sold in
the United States absent registration or an applicable
exemption from registration.
The Offer is conditional upon:
(a) the receipt by Waterford Wedgwood
UK of valid acceptances (which are
not, where permitted, withdrawn)
by not later than 3.00 p.m.
(London time) on 14 January 2005
(or such later time(s) and/or
date(s) as Waterford Wedgwood UK
may determine, in accordance with
the City Code and the United
States Securities Exchange Act of
1934, as amended, or otherwise
with the consent of the Panel)
(the "First Closing Date") in
respect of not less than 90 per
cent. (or such lesser percentage
as Waterford Wedgwood UK may
decide) in nominal value of the
Royal Doulton Shares to which the
Offer relates, provided that this
condition will not be satisfied
unless Waterford Wedgwood UK
(together with Waterford Wedgwood
and its wholly owned subsidiaries)
shall have acquired or agreed to
acquire (whether pursuant to the
Offer or otherwise) Royal Doulton
Shares carrying in aggregate more
than 50 per cent. of the voting
rights then normally exercisable
at a general meeting of Royal
Doulton;
(b) the admission of all of the Stock
Units to be issued under the terms
of the Rights Issue, nil paid, to
the official list of the Irish
Stock Exchange and the official
list maintained by the UK Listing
Authority and to trading on the
main markets for listed securities
of the Irish Stock Exchange and
the London Stock Exchange becoming
effective in accordance with the
Listing Rules and, in relation
only to admission to trading of
such units on the London Stock
Exchange, the Admission and
Disclosure Standards of the London
Stock Exchange from time to time;
(c) the holders of Waterford Wedgwood
ordinary shares resolving, in
general meeting, to approve the
Offer in accordance with the
requirements of the Listing Rules.
A meeting of the holders of
Waterford Wedgwood ordinary shares
to consider and, if thought fit,
to grant such approval has been
convened for 10 January 2005; and
(d) certain other conditions, being
customary conditions for an offer
of this nature.
10. Delisting of Royal Doulton Shares, compulsory acquisition,
re-registration, deferred shares
After the Offer becomes or is declared unconditional in
all respects, Waterford Wedgwood UK intends to procure the
making of an application by Royal Doulton to delist the
Royal Doulton Shares from the Official List and/or the
cancellation of trading on the London Stock Exchange's
market for listed securities. It is anticipated that
cancellation of listing and trading will take effect no
earlier than 20 business days after the Offer becomes
unconditional in all respects. Delisting would
significantly reduce the liquidity and marketability of
any Royal Doulton Shares not assented to the Offer.
If Waterford Wedgwood UK receives acceptances under the
Offer in respect of, and/or otherwise acquires, 90 per
cent. or more of the Royal Doulton Shares to which the
Offer relates, Waterford Wedgwood UK intends to exercise
its rights pursuant to the provisions of sections 428 to
430F (inclusive) of the Act to acquire compulsorily the
remaining Royal Doulton Shares.
It is also proposed that, following the Offer becoming
unconditional in all respects and after the Royal Doulton
Shares are delisted, Royal Doulton will be re-registered
as a private company under the relevant provisions of the
Act and that the Royal Doulton Deferred Shares in issue
will be purchased by Royal Doulton for negligible
consideration in accordance with the provisions of Royal
Doulton's articles of association.
11. General
The Offer will be on the terms and subject to the
conditions set out herein and in Appendix 1, and as set
out in the Offer Document and Form of Acceptance. The
Offer Document together with a Form of Acceptance (in the
case of shareholders who hold their shares in certificated
form) is being sent to shareholders of Royal Doulton
today.
PRESS ENQUIRIES
Waterford Wedgwood plc Tel: +353 1 4781 855
Redmond O'Donoghue, Group Chief Executive Officer
Peter Cameron, Group Chief Operating Officer
Paul D'Alton, Group Chief Financial Officer
Lazard & Co., Limited Tel: +44 20 7187 2000
Nicholas Shott
David Reitman
Davy Tel: +353 1 679 6363
Hugh McCutcheon
Eugenee Mulhern
Panmure Gordon (UK Brokers) Tel: +44 20 7187 2000
Tim Linacre
Hugh Morgan
Powerscourt (UK/ International Media) Tel: +44 20 7236 5615
Rory Godson Tel: +44 7909 926 020
Dennehy Associates (Ireland) Tel: +353 1 676 4733
Michael Dennehy Tel: +353 87 255 6923
College Hill (Investor Relations) Tel: +44 20 7457 2020
Kate Pope Tel: +44 7798 843 276
Mark Garraway Tel: +44 7771 860 938
Royal Doulton plc Tel: +44 1782 404 040
Hamish Grossart
Wayne Nutbeen
Cazenove & Co. Ltd Tel: +44 20 7588 2828
Richard Wintour
Steve Baldwin
Hudson Sandler Tel: +44 20 7796 4133
Jessica Rouleau
Lazard is acting for Waterford Wedgwood UK and Waterford Wedgwood in connection with the Offer and no one else and will not be responsible to anyone other than Waterford Wedgwood UK and Waterford Wedgwood for providing the protections afforded to clients of Lazard nor for providing advice in connection with the Offer.
Cazenove is acting for Royal Doulton and no one else in connection with the Offer and will not be responsible to anyone other than Royal Doulton for providing the protections afforded to clients of Cazenove nor for providing advice in connection with the Offer.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this announcement is released, published or distributed should inform themselves about, and observe such restrictions. This announcement is not for release, distribution or publication in or into Canada, Australia or Japan or any other jurisdiction where it would be unlawful to do so.
The Offer will be made in the United States solely by Waterford Wedgwood UK. Neither Lazard nor any of its affiliates will be making the Offer in the United States.
The availability of the Offer to Royal Doulton Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Royal Doulton Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
The Offer Document and the Form of Acceptance will contain important information and will be made available to those Royal Doulton Shareholders who are able to receive them, as a result of the laws of the jurisdictions in which they are resident. Royal Doulton Shareholders are advised to read the Offer Document and the Form of Acceptance (if they are permitted to receive them) when they are sent to them.
Subject to applicable UK and United States regulatory requirements, including, without limitation, the requirements set forth in Rule 14e-5 of Regulation 14E under the United States Securities Exchange Act of 1934, as amended, Lazard and Waterford Wedgwood or its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Royal Doulton Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom and under applicable regulatory requirements (including applicable United States securities laws).
Cautionary Statement Regarding Forward Looking Statements: This announcement contains statements about the Waterford Wedgwood Group and the Royal Doulton Group that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates" or similar expressions or the negative thereof are forward-looking statements. Forward-looking statements include statements relating to the following (i) future capital expenditures, expenses, revenues, economic performance, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Waterford Wedgwood Group's or the Royal Doulton Group's operations; and (iii) the effects of government regulation on the Waterford Wedgwood Group's or the Royal Doulton Group's business.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. All subsequent oral or written forward-looking statements attributable to the Waterford Wedgwood Group or the Royal Doulton Group or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.
APPENDIX 1
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer, which is being made in the UK by Lazard on behalf of Waterford Wedgwood UK (and in the United States by Waterford Wedgwood UK), will comply with the applicable rules and regulations of the UK Listing Authority, the London Stock Exchange and the City Code, will be governed by English law and will be subject to the jurisdiction of the Courts of England. In addition it will be subject to the terms and conditions set out in the Offer Document and related Form of Acceptance.
1. Conditions of the Offer
The Offer is conditional on:
(a) valid acceptances being received (and
not, where permitted, withdrawn) by not
later than 3.00 p.m. (London time) on 14
January 2005 (or such later time(s)
and/or date(s) as Waterford Wedgwood UK
may determine, in accordance with the
City Code and the United States
Securities Exchange Act of 1934, as
amended, or otherwise with the consent
of the Panel) (the "First Closing Date")
in respect of not less than 90 per cent.
(or such lesser percentage as Waterford
Wedgwood UK may decide) in nominal value
of the Royal Doulton Shares to which the
Offer relates, provided that this
condition will not be satisfied unless
Waterford Wedgwood UK (together with
Waterford Wedgwood and its wholly owned
subsidiaries) shall have acquired or
agreed to acquire (whether pursuant to
the Offer or otherwise) Royal Doulton
Shares carrying in aggregate more than
50 per cent. of the voting rights then
normally exercisable at a general
meeting of Royal Doulton, including for
this purpose any such voting rights
attaching to Royal Doulton Shares that
are unconditionally allotted or issued
before the Offer becomes or is declared
unconditional as to acceptances whether
pursuant to the exercise of any
outstanding subscription or conversion
rights or otherwise.
For the purposes of this condition:
(i) Royal Doulton
Shares which have
been
unconditionally
allotted (but not
issued) shall be
deemed to carry
the voting rights
they will carry
upon issue;
(ii) the expression
"Royal Doulton
Shares to which
the Offer
relates" shall be
construed in
accordance with
sections 428 to
430F of the Act;
and
(iii) valid acceptances
shall be deemed
to have been
received in
respect of Royal
Doulton Shares
which are treated
for the purposes
of section 429(8)
of the Act as
having been
acquired or
contracted to be
acquired by
Waterford
Wedgwood UK by
virtue of
acceptances of
the Offer;
(b) the passing at an extraordinary general
meeting of Waterford Wedgwood (or at any
adjournment of the meeting) of all
resolutions as are necessary:
(i) to approve the
Offer in
accordance with
Chapter 10 of the
Listing Rules;
and
(ii) otherwise to
fund, effect and
implement the
Offer and the
acquisition of
any shares in
Royal Doulton;
(c) the admission to the official list of
the Irish Stock Exchange and to the
Official List of all of the Stock Units
(nil paid) to be issued pursuant to the
Rights Issue becoming effective in
accordance with the listing rules of the
Irish Stock Exchange and the listing
rules of the UK Listing Authority
(respectively) and the admission to
trading on the respective main markets
for listed securities of the Irish Stock
Exchange and the London Stock Exchange
becoming effective in accordance with
the listing rules of the Irish Stock
Exchange and the Admission and
Disclosure Standards of the London Stock
Exchange from time to time;
(d) all necessary notifications and filings
having been made and all applicable
waiting periods (including any
extensions thereof) under the United
States Hart Scott Rodino Antitrust
Improvements Act of 1976 (as amended)
and the regulations made thereunder
having expired, lapsed or been
terminated as appropriate in each case
in respect of the Offer (including,
without limitation, in respect of its
implementation and financing) and the
acquisition or the proposed acquisition
of any shares or other securities in, or
control of, Royal Doulton by any member
of the Wider Waterford Wedgwood Group;
(e) no government or governmental,
quasi-governmental, supranational,
statutory, regulatory, environmental,
administrative, fiscal or investigative
body, court, trade agency, association,
institution or any other body or person
whatsoever in any jurisdiction (each a
"Third Party") having given notice to
Royal Doulton or Waterford Wedgwood UK
that it has decided to take, institute,
implement or threaten any action,
proceeding, suit, investigation, enquiry
or reference, or having required any
action to be taken or otherwise having
done anything or having enacted, made or
proposed any statute, regulation,
decision, order or change to published
practice and there not continuing to be
outstanding any statute, regulation,
decision or order which would or might
be expected to:
(i) make the Offer,
its
implementation or
the acquisition
or proposed
acquisition of
any shares or
other securities
in, or control
of, Royal Doulton
by any member of
the Wider
Waterford
Wedgwood Group
void, illegal
and/or
unenforceable
under the laws of
any jurisdiction,
or otherwise
directly or
indirectly
prohibit, or
materially
restrain,
restrict, delay
or otherwise
interfere with
the
implementation
of, or impose
material
additional
conditions or
obligations with
respect to, or
otherwise
materially
challenge or
require amendment
of the Offer or
the acquisition
of any such
shares or
securities by any
member of the
Wider Waterford
Wedgwood Group;
(ii) require, prevent
or materially
delay the
divestiture or
materially alter
the terms
envisaged for
such divestiture
by any member of
the Wider
Waterford
Wedgwood Group or
by any member of
the Wider Royal
Doulton Group of
all or any part
of its
businesses,
assets or
property or
impose any
limitation on the
ability of any of
them to conduct
their businesses
(or any part
thereof) or to
own any of their
assets or
properties (or
any part thereof)
to an extent
which is material
in the context of
the Wider
Waterford
Wedgwood Group or
the Wider Royal
Doulton Group
taken as a whole;
(iii) impose any
material
limitation on, or
result in a
material delay
in, the ability
of any member of
the Wider
Waterford
Wedgwood Group
directly or
indirectly to
acquire or hold
or to exercise
effectively all
or any rights of
ownership in
respect of shares
or other
securities in
Royal Doulton or
on the ability of
any member of the
Wider Royal
Doulton Group or
any member of the
Wider Waterford
Wedgwood Group
directly or
indirectly to
hold or exercise
effectively any
rights of
ownership in
respect of shares
or other
securities (or
the equivalent)
in, or to
exercise
management
control over, any
member of the
Wider Royal
Doulton Group;
(iv) require any
member of the
Wider Waterford
Wedgwood Group or
the Wider Royal
Doulton Group to
acquire or offer
to acquire any
shares, other
securities (or
the equivalent)
or interest in
any member of the
Wider Royal
Doulton Group
owned by any
third party
(other than in
the
implementation of
the Offer);
(v) require, prevent
or materially
delay a
divestiture by
any member of the
Wider Waterford
Wedgwood Group of
any shares or
other securities
(or the
equivalent) in
Royal Doulton;
(vi) result in any
member of the
Wider Royal
Doulton Group
ceasing to be
able to carry on
business under
any name under
which it
presently does so
to an extent
which is material
in the context of
the Royal Doulton
Group taken as a
whole;
(vii) impose any
material
limitation on the
ability of any
member of the
Wider Waterford
Wedgwood Group or
any member of the
Wider Royal
Doulton Group to
integrate or
co-ordinate all
or any part of
its business with
all or any part
of the business
of any other
member of the
Wider Waterford
Wedgwood Group
and/or the Wider
Royal Doulton
Group; or
(viii) except as fairly
disclosed in
writing by Royal
Doulton to
Waterford
Wedgwood UK prior
to 10 December
2004 or as
publicly
announced to a
Regulatory
Information
Service by or on
behalf of Royal
Doulton before
that date,
otherwise affect
the business,
assets, profits
or prospects of
any member of the
Wider Royal
Doulton Group or
any member of the
Wider Waterford
Wedgwood Group in
a manner which is
adverse to and
material in the
context of the
Royal Doulton
Group taken as a
whole or of the
obligations of
any members of
the Waterford
Wedgwood Group
taken as a whole
in connection
with the Offer
(as the case may
be),
and all applicable waiting and other
time periods during which any such Third
Party could decide to take, institute or
implement any such action, proceeding,
suit, investigation, enquiry or
reference or take any other step in
relation thereto under the laws of any
jurisdiction in respect of the Offer or
the acquisition or proposed acquisition
of any Royal Doulton Shares or otherwise
intervene having expired, lapsed, or
been terminated;
(f) no undertakings or assurances being
sought from Waterford Wedgwood UK, any
member of the Wider Waterford Wedgwood
Group or any member of the Wider Royal
Doulton Group by the Secretary of State
for Trade and Industry or any other
third party, the effect of which would
be material in the context of the
business of the Wider Waterford Wedgwood
Group, except on terms satisfactory to
Waterford Wedgwood UK;
(g) all necessary notifications, filings or
applications having been made in
connection with the Offer and all
necessary waiting periods (including any
extensions thereof) under any applicable
legislation or regulation of any
jurisdiction having expired, lapsed or
been terminated (as appropriate) and all
statutory and regulatory obligations in
any jurisdiction having been complied
with and all Authorisations necessary in
any jurisdiction for or in respect of
the Offer and the acquisition or the
proposed acquisition of any shares or
other securities in, or control of,
Royal Doulton by any member of the Wider
Waterford Wedgwood Group having been
obtained in terms and in a form
satisfactory to Waterford Wedgwood UK
from all appropriate Third Parties or
(without prejudice to the generality of
the foregoing) from any person or bodies
with whom any member of the Wider Royal
Doulton Group or the Wider Waterford
Wedgwood Group has entered into
contractual arrangements and all such
Authorisations necessary or appropriate
to carry on the business of any member
of the Wider Royal Doulton Group in any
jurisdiction having been obtained in
each case where the direct consequence
of a failure to make such notification
or filing or to wait for the expiry,
lapse or termination of any such waiting
period or to comply with such obligation
or obtain such Authorisation would have
a material adverse effect on the Royal
Doulton Group, any member of the
Waterford Wedgwood Group or the ability
of Waterford Wedgwood UK to implement
the Offer and all such Authorisations
remaining in full force and effect at
the time at which the Offer becomes
otherwise unconditional and there being
no notice or intimation of an intention
to revoke, suspend, restrict, modify or
not to renew such Authorisations;
(h) except as fairly disclosed in the Annual
Report and Accounts or in the Royal
Doulton Interim Results or as publicly
announced to a Regulatory Information
Service by or on behalf of Royal Doulton
before 10 December 2004 or as fairly
disclosed in writing by Royal Doulton to
Waterford Wedgwood UK before 10 December
2004, there being no provision of any
arrangement, agreement, licence, permit,
lease or other instrument to which any
member of the Wider Royal Doulton Group
is a party or by or to which any such
member or any of its assets is or may be
bound or be subject or any event or
circumstance which, as a consequence of
the Offer or the acquisition or the
proposed acquisition by any member of
the Wider Waterford Wedgwood Group of
any shares or other securities in Royal
Doulton or because of a change in the
control or management of any member of
the Wider Royal Doulton Group or
otherwise, could or might reasonably be
expected to result in, in each case to
an extent which is material in the
context of the Royal Doulton Group taken
as a whole:
(i) any monies
borrowed by, or
any other
indebtedness,
actual or
contingent, of
any member of the
Wider Royal
Doulton Group
being or becoming
repayable, or
capable of being
declared
repayable,
immediately or
prior to its or
their stated
maturity date or
repayment date,
or the ability of
any such member
to borrow monies
or incur any
indebtedness
being withdrawn
or inhibited or
being capable of
becoming or being
withdrawn or
inhibited;
(ii) the rights,
liabilities,
obligations,
interests or
business of any
member of the
Wider Royal
Doulton Group
under any such
arrangement,
agreement,
licence, permit,
lease or
instrument or the
interests or
business of any
member of the
Wider Royal
Doulton Group in
or with any other
firm or company
or body or person
(or any agreement
or arrangement
relating to any
such business or
interests) being
terminated or
adversely
modified or
affected or any
onerous
obligation or
liability arising
or any adverse
action being
taken thereunder;
(iii) any member of the
Wider Royal
Doulton Group
ceasing to be
able to carry on
business under
any name under
which it
presently does so
to an extent
which is material
in the context of
the Royal Doulton
Group taken as a
whole;
(iv) any assets or
interests of, or
any asset the use
of which is
enjoyed by, any
member of the
Wider Royal
Doulton Group
being or falling
to be disposed of
or charged or any
right arising
under which any
such asset or
interest could be
required to be
disposed of or
charged or could
cease to be
available to any
member of the
Wider Royal
Doulton Group;
(v) the creation or
enforcement of
any mortgage,
charge or other
security interest
over the whole or
any part of the
business,
property or
assets of any
member of the
Wider Royal
Doulton Group;
(vi) the value of, or
the financial or
trading position
of, any member of
the Wider Royal
Doulton Group
being prejudiced
or adversely
affected; or
(vii) the creation of
any liability
(actual or
contingent) by
any member of the
Wider Royal
Doulton Group
other than in the
ordinary course
of business;
(i) except as fairly disclosed in the Annual
Report and Accounts or in the Royal
Doulton Interim Results or as publicly
announced to a Regulatory Information
Service by or on behalf of Royal Doulton
before 10 December 2004 or as fairly
disclosed in writing by Royal Doulton to
Waterford Wedgwood UK before 10 December
2004, no member of the Wider Royal
Doulton Group having, since 31 December
2003:
(i) issued or agreed
to issue or
authorised or
proposed the
issue of
additional shares
of any class, or
securities or
securities
convertible into,
or exchangeable
for, or rights,
warrants or
options to
subscribe for or
acquire, any such
shares or
convertible
securities or
transferred or
sold or agreed to
transfer or sell
or authorised or
proposed the
transfer or sale
of Royal Doulton
Shares out of
treasury (save,
where relevant,
as between Royal
Doulton and
wholly-owned
subsidiaries of
Royal Doulton and
save for the
issue or transfer
out of treasury
of Royal Doulton
Shares on the
exercise of
options or the
vesting of LTIP
awards granted
before 20 October
2004 (the day
before Waterford
Wedgwood and
Royal Doulton
announced they
were in talks
regarding a
potential offer
for Royal
Doulton);
(ii) recommended,
declared, paid or
made or proposed
to recommend,
declare, pay or
make any bonus,
dividend or other
distribution
(whether payable
in cash or
otherwise) other
than to Royal
Doulton or one of
its wholly-owned
subsidiaries;
(iii) save for
transactions
between Royal
Doulton and its
wholly owned
subsidiaries,
merged with or
demerged from or
acquired any body
corporate,
partnership or
business or
acquired or
disposed of, or,
other than in the
ordinary course
of business,
transferred,
mortgaged or
charged or
created any
security interest
over, any assets
or any right,
title or interest
in any asset
(including shares
and trade
investments) or
authorised,
proposed or
announced any
intention to do
so, in each case
to an extent
which is material
in the context of
the Royal Doulton
Group;
(iv) save for
transactions
between Royal
Doulton and its
wholly owned
subsidiaries or
between such
wholly owned
subsidiaries,
made, authorised,
proposed or
announced an
intention to
propose any
change in its
loan capital;
(v) issued,
authorised or
proposed the
issue of any
debentures or
(save in the
ordinary course
of business and
save as between
Royal Doulton and
its wholly-owned
subsidiaries or
between such
wholly-owned
subsidiaries)
incurred or
increased any
indebtedness or
become subject to
any contingent
liability to an
extent which is
material in the
context of the
Royal Doulton
Group;
(vi) entered into or
varied or
authorised,
proposed or
announced its
intention to
enter into or
vary any
contract,
transaction,
arrangement or
commitment
(whether in
respect of
capital
expenditure or
otherwise) which
is of a long
term, unusual or
onerous nature or
magnitude, or
which involves or
could involve an
obligation of a
nature or
magnitude which
is, in any such
case, material in
the context of
the Royal Doulton
Group or which is
or is likely to
be restrictive on
the business of
any member of the
Wider Royal
Doulton Group or
the Wider
Waterford
Wedgwood Group,
in each case to
an extent which
is material in
the context of
the Royal Doulton
Group;
(vii) entered into or
varied the terms
of any service
agreement with
any director or
senior executive
of the Wider
Royal Doulton
Group;
(viii) proposed, agreed
to provide or
modified in any
material respect
the terms of any
share option
scheme, incentive
scheme, or other
benefit relating
to the employment
or termination of
employment of any
employee of the
Wider Royal
Doulton Group
which, taken as a
whole, are
material in the
context of the
Royal Doulton
Group taken as a
whole;
(ix) made or agreed or
consented to any
significant
change to the
terms of the
trust deeds or
other documents
constituting or
governing the
pension schemes
established for
its directors,
employees or
former directors
or employees or
their dependants
or the benefits
which accrue, or
to the pensions
which are
payable,
thereunder, or to
the basis on
which
qualification
for, or accrual
or entitlement
to, such benefits
or pensions are
calculated or
determined or to
the basis on
which the
liabilities
(including
pensions) of such
pension schemes
are funded or
made or to the
basis upon which
any such scheme
is, or is to be,
funded or which
might otherwise
result in any
contribution or
other payment
becoming due and
payable by any
member of the
Wider Royal
Doulton Group to
or in respect of
such scheme, or
agreed or
consented to any
change to the
trustees
involving the
appointment of a
trust
corporation;
(x) implemented,
effected or
authorised,
proposed or
announced its
intention to
implement any
composition,
assignment,
reconstruction,
amalgamation,
commitment,
scheme or other
transaction or
arrangement
(other than the
Offer) otherwise
than in the
ordinary course
of business;
(xi) purchased,
redeemed or
repaid or
announced any
proposal to
purchase, redeem
or repay any of
its own shares or
other securities
or reduced or,
save in respect
of the matters
mentioned in
sub-paragraph (i)
above, made any
other change to
any part of its
share capital;
(xii) waived or
compromised any
claim otherwise
than in the
ordinary course
of business which
is material in
the context of
the Royal Doulton
Group taken as a
whole;
(xiii) made any material
alteration to its
memorandum or
articles of
association or
other
incorporation
documents;
(xiv) other than in
respect of a
member which is
dormant and was
solvent at the
relevant time,
taken or proposed
any steps,
corporate action
or had any legal
proceedings
instituted or
threatened
against it in
relation to the
suspension of
payments, a
moratorium of any
indebtedness, its
winding-up
(voluntary or
otherwise),
dissolution,
reorganisation or
for the
appointment of
any
administrator,
receiver,
manager,
administrative
receiver, trustee
or similar
officer of any of
its assets or
revenues or any
analogous
proceedings in
any jurisdiction
or appointed any
analogous person
in any
jurisdiction or
had any such
person appointed;
(xv) been unable, or
admitted in
writing that it
is unable, to pay
its debts or
commenced
negotiations with
one or more of
its creditors
with a view to
rescheduling or
restructuring any
of its
indebtedness, or
having stopped or
suspended (or
threatened to
stop or suspend)
payment of its
debts generally
or ceased or
threatened to
cease carrying on
all or a
substantial part
of its business;
or
(xvi) entered into any
contract,
commitment,
agreement or
arrangement
otherwise than in
the ordinary
course of
business or
passed any
resolution or
made any offer
(which remains
open for
acceptance) with
respect to or
announced an
intention to, or
to propose to,
effect any of the
transactions,
matters or events
referred to in
this condition;
(j) since 31 December 2003, and except as
fairly disclosed in the Annual Report
and Accounts or in the Royal Doulton
Interim Results or as publicly announced
to a Regulatory Information Service by
or on behalf of Royal Doulton before 10
December 2004 or as fairly disclosed in
writing by Royal Doulton to Waterford
Wedgwood UK before 10 December 2004:
(i) there having been
no adverse change
in the business,
assets, financial
or trading
position or
profits or
prospects or
operational
performance of
any member of the
Wider Royal
Doulton Group to
an extent which
is material to
the Royal Doulton
Group taken as a
whole;
(ii) no litigation,
arbitration
proceedings,
prosecution or
other legal
proceedings
having been
threatened,
announced or
instituted by or
against or
remaining
outstanding
against any
member of the
Wider Royal
Doulton Group or
to which any
member of the
Wider Royal
Doulton Group is
or may become a
party (whether as
claimant or
defendant or
otherwise) and no
enquiry or
investigation,
other than as a
result of the
Offer, by, or
complaint or
reference to, any
Third Party
against or in
respect of any
member of the
Wider Royal
Doulton Group
having been
threatened,
announced or
instituted by or
against, or
remaining
outstanding in
respect of, any
member of the
Wider Royal
Doulton Group
which, in any
such case, might
reasonably be
expected
materially and
adversely to
affect the Royal
Doulton Group
taken as a whole;
(iii) no contingent or
other liability
having arisen or
become known to
Waterford
Wedgwood UK which
might be likely
to adversely
affect the
business, assets,
financial or
trading position
or profits or
prospects of any
member of the
Wider Royal
Doulton Group to
an extent which
is material to
the Royal Doulton
Group taken as a
whole; and
(iv) no steps having
been taken and no
omissions having
been made which
are likely to
result in the
withdrawal,
cancellation,
termination or
modification of
any licence held
by any member of
the Wider Royal
Doulton Group,
which is
necessary for the
proper carrying
on of its
business and the
withdrawal,
cancellation,
termination or
modification of
which is material
and likely
adversely to
affect the Royal
Doulton Group
taken as a whole;
(k) since 31 December 2003, and except as
fairly disclosed in the Annual Report
and Accounts or in the Royal Doulton
Interim Results or as publicly announced
to a Regulatory Information Service by
or on behalf of Royal Doulton before 10
December 2004 or as fairly disclosed in
writing by Royal Doulton to Waterford
Wedgwood UK before 10 December 2004,
Waterford Wedgwood UK not having
discovered:
(i) that any
financial,
business or other
information
concerning the
Wider Royal
Doulton Group
publicly
disclosed or
disclosed to any
member of the
Wider Waterford
Wedgwood Group at
any time by or on
behalf of any
member of the
Wider Royal
Doulton Group
which is material
in the context of
the acquisition
of Royal Doulton
by any member of
Waterford
Wedgwood Group is
materially
misleading,
contains a
material
misrepresentation
of fact or omits
to state a fact
necessary to make
that information
not misleading;
(ii) that any member
of the Wider
Royal Doulton
Group is subject
to any liability,
contingent or
otherwise, which
is not disclosed
in the Annual
Report and
Accounts or the
Royal Doulton
Interim Results,
and which is
material in the
context of the
Royal Doulton
Group; and
(iii) any information
which affects the
import of any
information
disclosed to
Waterford
Wedgwood UK at
any time by or on
behalf of any
member of the
Wider Royal
Doulton Group
which is material
in the context of
the Royal Doulton
Group; and
(l) in relation to any release, emission,
accumulation, discharge, disposal or
other fact or circumstance which has
impaired or is likely to impair the
environment (including property) or
harmed or is likely to harm human
health, no past or present member of the
Wider Royal Doulton Group, in a manner
or to an extent which is material in the
context of the Royal Doulton Group, (i)
having committed any violation of any
applicable laws, statutes, regulations,
notices or other requirements of any
Third Party; and/or (ii) having incurred
any liability (whether actual or
contingent) to any Third Party; and/or
(iii) being likely to incur any
liability (whether actual or
contingent), or being required, to make
good, remediate, repair, re-instate or
clean up the environment (including any
property).
Waterford Wedgwood UK reserves the right to waive in whole
or in part all or any of conditions (d) to (l) inclusive.
Conditions (b) to (l) inclusive must be satisfied as at, or
waived (where possible) on or before, the later of midnight
on the 21st day after First Closing Date and the date on
which condition (a) is fulfilled (or, in each case, such
later date as the Panel may agree). Waterford Wedgwood UK
shall be under no obligation to waive, or to determine to
be or treat as fulfilled, any of conditions (b) to (l)
inclusive by a date earlier than the date specified above
for the fulfilment thereof notwithstanding that the other
conditions of the Offer may at such earlier date have been
waived or fulfilled and that there are at such earlier date
no circumstances indicating that any of such conditions may
not be capable of fulfilment.
If the Panel requires Waterford Wedgwood UK to make an
Offer for Royal Doulton Shares under the provisions of Rule
9 of the City Code, Waterford Wedgwood UK may make such
alterations to the terms and conditions of the Offer,
including condition 1(a) of this Appendix 1, as are
necessary to comply with the provisions of that Rule.
2. Further Terms of the Offer
The Offer will lapse if it is referred to the UK
Competition Commission before the later of 3.00 p.m. on the
First Closing Date and the date on which the Offer becomes
or is declared unconditional as to acceptances. If the
Offer so lapses, the Offer will cease to be capable of
further acceptance and persons accepting the Offer and
Waterford Wedgwood UK will cease to be bound by forms of
acceptance submitted on or before the time when the Offer
lapses.
APPENDIX 2
DEFINITIONS
The following definitions apply throughout this document unless the context otherwise requires:
"Act" the Companies Act 1985, as
amended
"Annual Report and Accounts" the annual report and audited
accounts of Royal Doulton for
the year ended 31 December
2003
"Authorisations" authorisations, orders,
grants, recognitions,
confirmations, consents,
licences, clearances,
certificates, permissions or
approvals
"Cazenove" Cazenove & Co. Ltd
"City Code" The City Code on Takeovers and
Mergers
"Enlarged Group" Waterford Wedgwood Group
together with the Royal
Doulton Group
"Form of Acceptance" the Form of Acceptance and
Authority for use by Royal
Doulton Shareholders in
connection with the Offer
"FSA" Financial Services Authority
"Irish Stock Exchange" The Irish Stock Exchange
Limited
"Irish Takeover Rules" the Irish Takeover Panel Act
1997, Takeover Rules 2001 and
2002 (as amended) or any of
them as the context may
require
"Lazard" Lazard & Co., Limited
"Listing Rules" the listing rules of the Irish
Stock Exchange and/or, where
appropriate, the listing rules
made by the UK Listing
Authority under section 74 of
the Financial Services and
Markets Act 2000
"London Stock Exchange" the London Stock Exchange plc
or its successor
"LSE Admission Standards" the rules issued by the London
Stock Exchange in relation to
the admission to trading of,
and continuing requirements
for, securities admitted to
trading on the London Stock
Exchange's market for listed
securities
"LTIPs" the Royal Doulton Incentive
Share Plan and the Royal
Doulton Long Term Incentive
Plan 2003
"Offer" the recommended offer made
(outside the United States) by
Lazard on behalf of Waterford
Wedgwood UK and (in the United
States) by Waterford Wedgwood
UK to acquire all the Royal
Doulton Shares (other than any
Royal Doulton Shares held, or
which become held, in treasury
by Royal Doulton and the
70,339,352 Royal Doulton
Shares already owned by The
Waterford Wedgwood Group) on
the terms and subject to the
conditions set out in the
Offer Document and the Form of
Acceptance including, where
the context so requires, any
subsequent revision,
variation, extension or
renewal of such offer and
includes any election
available in connection with
it
"Offer Document" the document containing and
setting out the terms and
conditions of the Offer
"Official List" the official list of the UK
Listing Authority
"Panel" the Panel on Takeovers and
Mergers
"Regulatory Information Service" any information service
authorised from time to time
by the UK Listing Authority
for the purpose of
dissemination of regulatory
announcements required by the
Listing Rules of the UK
Listing Authority
"Royal Doulton" Royal Doulton plc
"Royal Doulton Deferred Shares" deferred shares of 99p each in
the capital of Royal Doulton
to which no rights attach
"Royal Doulton Directors" the directors of Royal Doulton
"Royal Doulton Group" Royal Doulton, its
subsidiaries and subsidiary
undertakings and where the
context permits, each of them
"Royal Doulton Incentive Share the Royal Doulton Incentive
Plan" Share Plan adopted in 1993
"Royal Doulton Interim Results" the unaudited interim results
of Royal Doulton for the six
months ended 30 June 2004 as
announced on 17 September 2004
"Royal Doulton Long Term The Royal Doulton Long Term
Incentive Plan 2003" Incentive Plan 2003 adopted on
14 May 2003
"Royal Doulton Shareholder(s)" holders of Royal Doulton
Shares
"Royal Doulton Share Option the Royal Doulton plc Share
Plan(s)" Option Plan 2003 (approved and
unapproved) adopted on 14 May
2003 and the Royal Doulton
Executive Share Option Scheme
adopted on 8 November 1993
"Royal Doulton Share(s)" the existing unconditionally
allotted or issued and fully
paid ordinary shares of 1p
each in the capital of Royal
Doulton and any further shares
which are unconditionally
allotted or issued before the
date on which the Offer closes
(or such earlier date or
dates, not being earlier than
the date on which the Offer
becomes unconditional as to
acceptances or, if later, 14
January 2005, as Waterford
Wedgwood may decide) but
excluding in both cases any
such shares held or which
become held in treasury
"Royal Doulton Shares to which all the Royal Doulton Shares
the Offer relates" other than the 70,339,352
Royal Doulton Shares already
owned by The Waterford
Wedgwood Group and any Royal
Doulton shares held in
treasury
"Stock Units" the ordinary shares and
"twinned" income shares in the
capital of Waterford Wedgwood
and Waterford Wedgwood UK
respectively
"subsidiary", "subsidiary shall be construed in
undertaking", "associated accordance with the Act (but
undertaking" and "undertaking" for this purpose ignoring
paragraph 20(1)(b) of Schedule
4A of the Act)
"UK" or "United Kingdom" United Kingdom of Great
Britain and Northern Ireland
"UK Listing Authority" the FSA acting in its capacity
as the competent authority for
listing under Part VI of the
Financial Services and Markets
Act 2000
"US Person" a US person as defined in
Regulation S under the US
Securities Act of 1933, as
amended and the rules and
regulations promulgated
thereunder
"Waterford Wedgwood" Waterford Wedgwood plc
"Waterford Wedgwood Group" Waterford Wedgwood and its
subsidiary undertakings and
where the context permits,
each of them
"Waterford Wedgwood Share(s)" the existing Waterford
Wedgwood ordinary shares of
EUR 0.06 each in the capital
of Waterford Wedgwood plc
"Waterford Wedgwood UK " Waterford Wedgwood U.K. plc, a
subsidiary of Waterford
Wedgwood
"Wider Royal Doulton Group" Royal Doulton and associated
undertakings and any other
body corporate, partnership,
joint venture or person in
which the Royal Doulton and
such undertakings (aggregating
their interests) have an
interest of more than 20 per
cent. of the voting or equity
capital or the equivalent
"Wider Waterford Wedgwood Group" Waterford Wedgwood and
associated undertakings and
any other body corporate,
partnership, joint venture or
person in which Waterford
Wedgwood plc and such
undertakings (aggregating
their interests) have an
interest of more than 20 per
cent. of the voting or equity
capital or the equivalent
All times referred to are London time unless otherwise stated.
Euro exchange rate GBP 0.69 per EUR 1 as per the daily official list of the London Stock Exchange at 16.30, 13 December 2004.
This information is provided by RNS
The company news service from the London Stock Exchange