24 Jul 2009 12:10
24 July 2009
THIS ANNOUNCEMENT IS AN ADVERTISEMENT NOT A PROSPECTUS. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY TRANSFERABLE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS WHICH IS EXPECTED TO BE PUBLISHED BY THE COMPANY IN DUE COURSE. THE PROSPECTUS, WHEN PUBLISHED, WILL BE MADE AVAILABLE ON FINDEL PLC'S WEBSITE AND WILL BE AVAILABLE FOR INSPECTION AT THE UK LISTING AUTHORITY'S ANNOUNCEMENT VIEWING FACILITY.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELVEANT LAWS OF SUCH JURISDICTION INCLUDING BUT NOT LIMITED TO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR THE UNITED STATES
Findel plc ("Findel" or the "Company")
Firm Placing and Placing and Open Offer raising approximately £81 million
Findel, one of the UK's leading home shopping and education supplies businesses, today announces a Capital Raising to raise gross proceeds of approximately £81 million by way of a Firm Placing and a Placing and Open Offer. 200,000,000 New Ordinary Shares will be issued through the Firm Placing and 204,312,124 New Ordinary Shares through the Placing and Open Offer, in each case at the Issue Price of 20 pence per Ordinary Share. The Issue Price represents a discount of 51.5 per cent. to the Closing Price of 41.25 pence per Ordinary Share on 23 July 2009 (being the last Business Day before today's announcement) and a 86.7 per cent. discount to the Closing Price of 150.25 pence per Ordinary Share on 21 May 2009 (being the last day before the announcement of a possible equity issue by the Group).
In addition, Findel today announces the terms of its Amended Credit Facilities entered into on 24 July 2009 which replace the Group's previous banking facilities. The Amended Credit Facilities provide for two scenarios, firstly where the Capital Raising announced today is completed, and secondly where the Capital Raising announced today is not completed. If the Capital Raising is completed, the terms of the Amended Credit Facilities that will apply will include lower aggregate margins and fees, and a less restrictive dividend policy.
Key highlights of the transaction:
Fully underwritten equity issue to raise approximately £81 million
New Amended Credit Facilities agreed
Future strategy to focus on Home Shopping and Education Supplies
£100 million cash generation plan on track
The Group's annual results for the financial period ended 3 April 2009 have also been released today in a separate announcement.
A prospectus comprising a circular and containing details of the Firm Placing and Placing and Open Offer and the terms of the Amended Credit Facilities and convening a general meeting to approve certain matters necessary to implement the proposed Capital Raising is expected to be posted to shareholders shortly and will be made available on the Group's website, www.findel.co.uk.
Hawkpoint Partners Limited and J.P. Morgan Cazenove Limited are acting as joint sponsors and joint financial advisers to the Company with respect to the Firm Placing and Placing and Open Offer.
The Firm Placing and the Placing and Open Offer are fully underwritten by J.P. Morgan Securities Ltd, and are subject to the approval of Findel's shareholders.
Keith Chapman, Chairman of Findel said:
"This £81 million capital raising allows us both to accelerate the Group's debt reduction plan and enter into cheaper and less restrictive bank facilities. This, together with the Company's focused strategy of stability, efficiency and cash generation, means we are better capitalised to operate in the current economic environment and to emerge well placed for future growth."
- Ends -
For further information, please contact:
| Findel plc Keith Chapman, Chairman Patrick Jolly, Chief Executive Chris Hinton, Finance Director | Today: +44 (0)20 7831 3113 Thereafter: +44 (0)1943 864686 |
| Hawkpoint Partners Limited Paul Baines / Alastair Rogers | +44 (0)20 7665 4500 |
| J.P. Morgan Cazenove Limited Luke Bordewich / Shona Graham | +44 (0)20 7588 2828 |
| Financial Dynamics Jonathon Brill / Billy Clegg / Caroline Stewart | +44 (0)20 7831 3113 |
This announcement does not constitute an offer to sell or a solicitation of an offer to buy or subscribe for any securities in any jurisdiction. Any purchase of or application for the New Ordinary Shares under or in connection with the Capital Raising should only be made on the basis of information contained in the prospectus comprising a circular to shareholders of Findel (the "Prospectus") to be published in connection with the Capital Raising and any supplement thereto.
The distribution of this announcement and the Capital Raising may be restricted by law in certain jurisdictions. Persons to whose attention this announcement comes are required by the Company, Hawkpoint Partners Limited and J.P.Morgan Cazenove Limited to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement and the information contained herein are not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or Australia or any jurisdiction in which such publication or distribution is unlawful.
This announcement (including the terms and conditions set out herein) does not constitute an offer of securities for sale in the United States or any of the other Excluded Territories and none of the New Ordinary Shares have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state of the United States or any of the Excluded Territories. The New Ordinary Shares may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States except pursuant to an effective registration statement under the Securities Act or pursuant to a valid exemption from registration or to any national, resident or citizen of any other Excluded Territory.
The New Ordinary Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offer of the New Ordinary Shares or the accuracy or adequacy of the Prospectus or this announcement. Any representation to the contrary is a criminal offence in the United States.
Hawkpoint Partners Limited, which is authorised and regulated by the Financial Services Authority, is acting exclusively for the Company and for no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing any advice in relation to the Capital Raising, or the contents of this announcement or any transaction, arrangement or matter referred to herein.
J.P. Morgan Cazenove Limited, which is authorised and regulated by the Financial Services Authority, is acting exclusively for the Company and for no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing any advice in relation to the Capital Raising, or the contents of this announcement or any transaction, arrangement or matter referred to herein.
No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per share for the current or future financial years would necessarily match or exceed the historical published earnings per share.
Certain statements in this announcement are forward looking statements. By their nature, forward looking statements involve a number of risks, uncertainties and assumptions because they relate to events and/or depend on circumstances that may or may not occur in the future and could cause actual results to differ materially from those expressed in, or implied by, the forward looking statements. These include, among other factors: the Group's ability to obtain capital/additional finance; a reduction in demand by customers; the limitations of the Group's internal financial controls; an increase in competition; an unexpected decline in turnover; legislative, fiscal and regulatory developments including, but not limited to, changes in environmental and safety regulations; currency and interest rate fluctuations and the introduction of IFRS. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the Listing Rules of the Financial Services Authority, neither the Company nor Hawkpoint Partners Limited nor J.P.Morgan Cazenove Limited undertakes any obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward looking statements, which speak only as of the date of this announcement.
This announcement has been issued by Findel plc and is the sole responsibility of Findel plc.
Findel plc ("Findel" or the "Company")
Firm Placing and Placing and Open Offer raising approximately £81 million
Introduction
Findel today announces a Capital Raising to raise gross proceeds of approximately £81 million by way of a Firm Placing of 200,000,000 New Ordinary Shares and a Placing and Open Offer of 204,312,124 New Ordinary Shares, in each case at the issue price of 20 pence per New Ordinary Share.
The Open Offer is being made to Qualifying Shareholders who held Existing Ordinary Shares on the Record Date on the basis of 12 Open Offer Shares for every 5 Existing Ordinary Shares at 20 pence per Open Offer Share. Qualifying Shareholders can also apply for Open Offer Shares in excess of their Open Offer Entitlement under the Excess Application Facility.
The Issue Price represents a 51.5 per cent. discount to the Closing Price of 41.25 pence per Ordinary Share on 23 July 2009 (being the last Business Day before today's announcement) and a 86.7 per cent. discount to the Closing Price of 150.25 pence per Ordinary Share on 21 May 2009 (being the last Business Day before the announcement of a possible equity issue by the Group).
The Firm Placing and the Placing and Open Offer are fully underwritten by J.P. Morgan Securities Ltd pursuant to and on the terms of the Underwriting Agreement.
The Firm Placing and Placing and Open Offer is conditional on the passing by Shareholders of all Resolutions at a General Meeting being convened at 11.00 a.m. on 10 August 2009.
Background to and reasons for the Capital Raising
In May 2008, in recognition of anticipated difficult trading and economic conditions, the Group commenced a cash generation programme with the aim of reducing average net debt by £100 million by 31 March 2011. The Board has identified a number of areas to realise cash as part of this debt reduction programme including, amongst others, improvements in working capital management, disposal of surplus properties and non-core assets and operational efficiencies. The Group has made good progress with some of these initiatives; for instance, stock levels have been reduced by £19 million in the year ended 3 April 2009, the Group has agreed a sale and leaseback of its property at Hyde for a total consideration of £9 million (£5 million payable on completion and two further instalments of £2 million being payable on each of the first and second year anniversary of the completion of the transaction) and loss making businesses have been terminated eliminating future trading losses in excess of £8.0 million per annum.
In the Group's trading update on 5 November 2008, the Board announced that the Group's debt facilities at that time, which comprised a £250 million revolving credit facility, a securitisation facility of up to £105 million and a series of bilateral overdrafts provided by the revolving credit facility banks, were sufficient for the Group's requirements.
In the light of the issues arising in the wider economy, the Board recognised the desirability of putting certain of the Group's debt facilities onto a longer term, committed basis and held discussions with the Group's lenders accordingly. Specifically, the Board considered it prudent to replace the Group's bilateral overdrafts with new committed facilities that would amortise in line with the Group's cash generation programme. As the discussions with the Group's lenders progressed, it became apparent that revisions to the terms of the committed £250 million revolving credit facilities would also be required by the Group's lenders. Following these discussions, the Board believes that the completion of the Capital Raising, alongside changes to the Group's debt facilities, will provide the Group with a reduced cost of finance and enhanced financial flexibility in its debt facilities than would otherwise have been achieved. Accordingly the Group entered into the Amended Credit Facilities on 24 July 2009 which replaced the Group's previous banking facilities.
Details of the Firm Placing and Placing and Open Offer
The Group has examined a number of options for raising equity and has concluded that the combination of the Firm Placing and the Placing and Open Offer allows existing Shareholders to participate in the Capital Raising by both subscribing for their Open Offer Entitlements and by subscribing for Excess Shares under the Excess Application Facility, while providing the Group with the flexibility to raise the desired quantum of equity capital via the combined Firm Placing and Placing and Open Offer.
Firm Placees will subscribe for the Firm Placing Shares at the Issue Price of 20 pence per Firm Placing Share. The Firm Placing comprises in aggregate 200,000,000 Firm Placing Shares (representing approximately 234.9 per cent. of Findel's existing Ordinary Share capital as at the date of this document) and will therefore raise gross proceeds of £40 million. J.P. Morgan Cazenove Limited, as agent for the Company, has made arrangements to conditionally place the Firm Placing Shares with the Firm Placees at the Issue Price.
J.P. Morgan Cazenove Limited, as agent for the Company, has also made arrangements to conditionally place, subject to clawback by Qualifying Shareholders, the Open Offer Shares with the Placees at the Issue Price. Under the Open Offer, Qualifying Shareholders are being invited to apply for Open Offer Shares on the basis of:
12 Open Offer Shares for every 5 Existing Ordinary Shares
If valid acceptances are not received in respect of all the Open Offer Shares, unallocated Open Offer Shares may be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility and, to the extent any Open Offer Shares remain unallocated, they will be allocated to Placees under the Placing. Subject to availability, the Excess Application Facility enables Qualifying Shareholders to apply for any whole number of Excess Shares in excess of their Open Offer Entitlement up to a maximum number of Excess Shares equal to 2.34934 times the number of Shares registered in their name as at the Record Date.
The latest time and date for acceptance and payment in full in respect of the Open Offer will be 11.00 a.m. on 10 August 2009.
The Capital Raising is conditional upon, amongst other things, fulfilment of the following conditions:
The passing, without amendment, of all Resolutions at the General Meeting;
The Underwriting Agreement not having been terminated in accordance with its terms prior to Admission; and
Admission becoming effective.
If the Resolutions are passed at the General Meeting, and all other conditions are satisfied, it is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 11 August 2009.
The Capital Raising is fully underwritten by J.P. Morgan Securities Ltd, pursuant to, and on the terms of the Underwriting Agreement.
The Directors and members of the management team of the Company are fully supportive of the Capital Raising and intend to take up their Open Offer Entitlements in full to an aggregate of 18,898,904 Open Offer Shares under the Open Offer. To further demonstrate their support, each Director has also agreed to subscribe for Firm Placing Shares under the Firm Placing, pro rata to their current shareholding in the Group, to an aggregate of 18,782,226 Firm Placing Shares.
The Company is pleased to announce that Schroder Investment Management Ltd. has committed to subscribe for 58,338,228 Firm Placing Shares and has irrevocably undertaken to take up its Open Offer Entitlement in full and not to take up any Excess Shares under the Excess Application Facility. The issue of Firm Placing Shares is a related party transaction which requires Shareholder approval by ordinary resolution at the General Meeting.
Future strategy
The Home Shopping Division is a profitable business and the Board has identified key areas for further expansion and improved efficiency. Recent consumer testing has identified that the division's current clothing offering can be materially expanded and, for the first time, the Autumn 2009 catalogue will contain over 240 pages of apparel and accessories. The clothing offering will principally comprise non-critical fit items, which tend to have attractive margins, low rates of customer return and do not require the division's existing infrastructure to be reconfigured to provide hanging space.
The Home Shopping Division currently operates from seven warehouses across the north west of England. Plans are well advanced for the construction of a 55,000 pallet location high bay bulk storage warehouse to supply the division's major distribution site in Accrington. Leasing such a facility would enable the division to release five of its existing warehouses and is estimated to produce a tangible net cost saving of c.£3.3 million a year. This facility will also release space in the Accrington site enabling the division to introduce a dynamic picking system, which, it is envisaged, will lead to further net cost savings of c.£2.5 million a year.
The Education Supplies Division is positioning itself to grow market share. The division has recently installed a new computer system which is fully operational and has also constructed and occupied a new head office allowing administrative functions to be consolidated. This is estimated to produce a cost saving of £2 million a year from the 2009/10 Financial Year. The rationalisation of stock keeping units and the product supply channel will result in a reduction in warehousing requirements producing further net cost savings of c.£2 million per annum.
Continued uncertainty over public sector spending will lead schools to pay greater attention to price. The Education Supplies Division has recognised this changing dynamic and has identified further efficiencies that can be achieved. These efficiencies will enable the division both to invest in and improve the customer offering, and to realise cost savings of c.£2 million. The Board believes that these savings, together with the division's position as market leader, will enable it to become a low cost operator in the market and grow market share further.
Following the announcement on 22 May 2009, the Board is continuing to review the Group's operating structure. As part of this review, the Board plans to supplement its cash generation programme through the potential disposal of certain non-core assets, including the possibility of a disposal of NRS.
Use of proceeds
The Board intends to use the net proceeds of the Capital Raising to reduce the Group's net financial indebtedness. The Board believes that this reduction in net financial indebtedness together with the proceeds from the cash generation programme will provide additional balance sheet strength and will enable the Group to strengthen its position in its two core divisions (Home Shopping and Education Supplies).
Amended Credit Facilities
The Group entered into agreements for the provision of the Amended Credit Facilities on 24 July 2009, which replace its previous credit facilities, and which comprise:
a £250 million revolving credit facility;
a £77.3 million revolving credit facility which was used to refinance the Group's previous uncommitted bilateral overdraft facilities; and
a super senior facility which was used to refinance the balance of the Group's previous uncommitted bilateral overdraft facilities and which also provides for an additional facility of up to £20 million to provide new working capital to the Group.
The Amended Credit Facilities provide for two scenarios, namely the Capital Raising Scenario and the No Capital Raising Scenario. The Amended Credit Facilities are currently provided on the basis of the No Capital Raising Scenario. If the Capital Raising is completed, the Amended Credit Facilities will be amended and partially pre-paid, and thereafter will be provided on the basis of the Capital Raising Scenario, which provides for lower aggregate margins and fees, and a less restrictive dividend policy.
If the Capital Raising is completed, upon receipt of the proceeds of the Capital Raising the following amendments to and pre-payments of the Amended Credit Facilities will occur:
the terms of the £250 million revolving credit facility will automatically be amended and the terms applicable in the Capital Raising Scenario will apply thereafter;
the proceeds of the Capital Raising will be used to pre-pay the super senior facility in full and, to the extent that the proceeds of the Capital Raising are sufficient, to pre-pay in part the £77.3 million revolving credit facility and the amended £250 million revolving credit facility. When, and to the extent that, the super senior facility and the £77.3 million revolving credit facility and the £250 million revolving credit facility are pre-paid, they will automatically be cancelled to the extent of that prepayment; and
the balance of the £77.3 million revolving credit facility will then be refinanced and, following such refinancing, the following facilities will be available:
(a) Tranche A: up to £27.3 million (or, to the extent that the proceeds of the Capital Raising are sufficient to pre-pay the super senior facility in full and to enable the £77.3 million revolving credit facility and the £250 million revolving credit facility to be pre-paid in part, £27.3 million less the amount of £77.3 million revolving credit facility so prepaid); and
(b) Tranche B: up to £50 million.
Management
In the Group's annual results announcement published today, the Group provided details of changes to the Board. Both Ivan Bolton and Tony Johnson have decided to retire from the Board after many years of service to the Group. The Group is making good progress in recruiting a senior independent director and expects to announce an appointment following the completion of the Capital Raising. A search is also continuing for another non-executive director. Following the appointment of the new senior independent director, the Chairman and the senior independent director will conduct a review of the Board and corporate governance framework to ensure that Findel has the appropriate structures in place to take the Group forward.
The Group is also strengthening its senior management teams below Board level to ensure delivery of its strategic objectives, and recruitment for certain key positions is underway. In the short term, three experienced interim managers have already been recruited to assist with the cash generation programme.
Circular and General Meeting
The prospectus comprising a circular and containing details of the Firm Placing and the Placing and Open Offer is expected to be posted to shareholders shortly. For the purposes of effecting the Firm Placing and the Placing and Open Offer, the Resolutions will be proposed at the General Meeting. At the end of the Circular, you will find a notice convening a General Meeting of the Company, which is to be held at the offices of Findel plc at Burley House, Bradford Road, Burley in Wharfedale, Ilkley, West Yorkshire, LS29 7DZ. The full text of the Resolutions is set out in that notice.
Appendix 1:
Expected timetable of principal events
| Event | Time and/or date |
| Record Date for entitlements under the Open Offer | 5.00 p.m. on 22 July 2009 |
| Announcement of the Capital Raising | 24 July 2009 |
| Despatch of this document and, to Qualifying Non-CREST Shareholders only, the Application Forms | 24 July 2009 |
| Ex-entitlement date for the Open Offer | 27 July 2009 |
| Open Offer Entitlements credited to stock account of Qualifying CREST shareholders in CREST | 27 July 2009 |
| Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST | 4.30 p.m. on 4 August 2009 |
| Latest time and date for depositing Open Offer Entitlements into CREST | 3.00 p.m. on 5 August 2009 |
| Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 6 August 2009 |
| Expected latest time and date for receipt of Forms of Proxy and receipt of electronic proxy appointments via CREST system | 11.00 a.m. on 8 August 2009 |
| Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) | 11.00 a.m. on 10 August 2009 |
| General Meeting | 11.00 a.m. on 10 August 2009 |
| Admission and commencement of dealings in the New Ordinary Shares | 8.00 a.m. on 11 August 2009 |
| New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST | 8.00 a.m. on 11 August 2009 |
| Despatch of definitive share certificates for the New Ordinary Shares in certificated form | by 18 August 2009 |
Appendix II:
Definitions
| "Admission" | the admission of the New Ordinary Shares to the Official List becoming effective in accordance with the Listing Rules of the Financial Services Authority and the admission of such shares to trading on the London Stock Exchange's main market for listed securities becoming effective in accordance with the Admission and Disclosure Standards of the London Stock Exchange |
| "Amended Credit Facilities " | (i) a revolving credit facility of up to £250 million and (ii) new revolving credit facilities of up to £77.3 million in aggregate in the Capital Raising Scenario and £115 million in aggregate in the No Capital Raising Scenario provided pursuant to a £77.3 million revolving credit facility and the Super Senior Facility |
| "Application Form" | the personalised application form on which Qualifying Non-CREST Shareholders who are registered on the register of members of the Company as at the Record Date may apply for Open Offer Shares (including Excess Shares under the Excess Application Facility) under the Open Offer |
| "Business Day" | a day (other than a Saturday or Sunday and public holidays) on which banks are generally open for normal banking business in the City of London |
| "Capital Raising" | the Firm Placing and Placing and Open Offer |
| "Capital Raising Scenario" | the scenario under the Amended Credit Facilities where the Capital Raising is completed |
| "Closing Price" | the closing middle-market quotation of an Ordinary Share, as derived from the Daily Official List on a given day |
| "Daily Official List" | the daily record setting out the prices of all trades in shares and other securities conducted on the London Stock Exchange |
| "Education Supplies Division" | the business of supplying education products in Europe |
| "Excess Application Facility" | the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlement (up to a maximum number of Open Offer Shares equal to 2.34934 times the number of Existing Ordinary Shares registered in their name as at the Record Date) in accordance with the terms and conditions of the Open Offer |
| "Excess Shares" | Open Offer Shares which are not taken up by Qualifying Shareholders pursuant to their Open Offer Entitlement and are offered to other Qualifying Shareholders under the Excess Application Facility |
| "Excluded Shareholders" | Shareholders with a registered address in or who are located in the United States or one of the Excluded Territories |
| "Excluded Territories" | Australia, Canada, Japan, South Africa and New Zealand and any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law or regulation |
| "Existing Ordinary Shares" | the Ordinary Shares in issue as at the Record Date |
| "Firm Placees" | the persons with whom a conditional placing of Firm Placing Shares has been or will be made |
| "Firm Placing Shares" | the 200,000,000 New Ordinary Shares to be allotted and issued by the Company under the Firm Placing |
| "Firm Placing" | the conditional placing by J.P. Morgan Cazenove Limited of the Firm Placing Shares to the Firm Placees pursuant to the Underwriting Agreement |
| "General Meeting" | the general meeting of Findel Plc to be held at Burley House, Bradford Road, Burley in Wharfedale, Ilkley, West Yorkshire, LS29 7DZ on 10 August 2009 at 11.00 a.m. |
| "Group " | Findel plc and its subsidiaries at the date of this document |
| "Home Shopping Division" | the business of personal shopping services via online and catalogue retail |
| "Issue Price" | 20 pence per New Ordinary Share |
| "London Stock Exchange" | London Stock Exchange Group plc |
| "New Ordinary Shares" | the Firm Placing Shares and the Open Offer Shares |
| "No Capital Raising Scenario" | the scenario under the Amended Credit Facilities where the Capital Raising is not completed |
| "NRS" | Nottingham Rehab Limited |
| "Official List" | the Official List of the FSA pursuant to Part VI of the Financial Services and Markets Act 2000 |
| "Open Offer" | the offer to Qualifying Shareholders, constituting an invitation to apply for Open Offer Shares, on the terms and subject to the conditions set out in this document and, in the case of Qualifying Non-Crest Shareholders, the Application Form |
| "Open Offer Entitlement" | the entitlement of Qualifying Shareholders to apply for Open Offer Shares on the basis of 12 Open Offer Shares for every 5 Existing Ordinary Shares held and registered in their names on the Record Date |
| "Open Offer Shares" | the 204,312,124 New Ordinary Shares being offered to Qualifying Shareholders pursuant to the Open Offer |
| "Ordinary Shares" | the ordinary shares of £0.05 each in the share capital of the Company (including, if the context requires, the Existing Ordinary Shares, the Firm Placing Shares and/or the Open Offer Shares) |
| "Placees" | |
| the persons with whom a conditional placing of Open Offer Shares (subject, where applicable, to the entitlements of Qualifying Shareholders under the Open Offer) has been or will be made | |
| "Placing" | the conditional placing by J.P. Morgan Cazenove Limited of the Open Offer Shares pursuant to the Underwriting Agreement, subject to clawback in respect of valid applications made by Qualifying Shareholders under the Open Offer |
| "Qualifying Non-CREST Shareholders" | Qualifying Shareholders holding Existing Ordinary Shares in certificated form |
| "Qualifying Shareholders" | holders of Existing Ordinary Shares on the register of members of the Company at the Record Date other than Excluded Shareholders |
| "Record Date" | 22 July 2009 |
| "Resolutions" | the resolutions to be proposed at the General Meeting required to approve the Capital Raising |
| "Shareholder" | a holder of Ordinary Shares in the Company |
| "Super Senior Facility" | The £37.7 million revolving credit facility provided pursuant to a revolving credit facility agreement dated 24 July 2009 |
| "Underwriting Agreement" | the placing and open offer underwriting and sponsors' agreement dated 24 July between the Company, Hawkpoint Partners Limited, J.P. Morgan Cazenove Limited and J.P. Morgan Securities Ltd relating to the Firm Placing and the Placing and Open Offer |