Guinness Peat Group plc Cash Offer Facility for Staveley Industries plc

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Offer represents on the date on which such revision is announced (on such basisas Deloitte & Touche Corporate Finance may consider appropriate) animprovement (or no diminution) in the value of the consideration comparedwith that previously offered, the benefit of the revised Offer will, subject asprovided in paragraphs 4(b), 4(c) and 6 below, be made available to any StaveleyShareholder who has accepted the Offer in its original or previously revisedform(s), and not validly withdrawn such acceptance (each a ‘‘PreviousAcceptor’’). The acceptance by or on behalf of a Previous Acceptor of the Offerin its original or any previously revised form(s) shall, subject as provided inparagraphs 4(b), 4(c) and 6 below, be deemed to be an acceptance of the Offer asso revised and shall, subject as aforesaid, also constitute a separate appointmentof each of GPG Acquisitions and its directors and any partner of Deloitte &Touche Corporate Finance as his attorney and/or agent with authority to acceptany such revised Offer on behalf of such Previous Acceptor and, if such revisedOffer includes alternative forms of consideration, to make on his behalf electionsfor and/or to accept such alternative forms of consideration on his behalf in suchproportions as such attorney and/or agent in his absolute discretion thinks fitand to execute on behalf of and in the name of such Previous Acceptor all suchfurther documents (if any) and take such further actions (if any) as may berequired to give effect to such acceptances and/or elections. In making any suchacceptances or making any such elections, the attorney and/or agent shall takeinto account the nature of any previous acceptances and/or elections made by oron behalf of the Previous Acceptor and such other facts or matters as he mayreasonably consider relevant.(b)(c)(d)(e)The deemed acceptances and elections referred to in this paragraph 4 shall notapply and the authorities conferred by paragraph 4(a) above shall not beexercised if, as a result thereof, the Previous Acceptor would (on such basis asDeloitte & Touche Corporate Finance may consider appropriate) thereby receiveand/or retain (as appropriate) less consideration in aggregate under the Offer orotherwise than would have been received and/or retained (as appropriate) inaggregate consideration as a result of acceptance of the Offer in the form in whichit was originally accepted and/or elected by such Previous Acceptor or on hisbehalf (unless such Previous Acceptor has previously agreed to receive and/orretain (as appropriate) less in aggregate consideration).The deemed acceptances and elections referred to in this paragraph 4 shall notapply and the authorities conferred by this paragraph 4 shall be ineffective to theextent that a Previous Acceptor shall lodge with Computershare Services PLC ateither of the addresses set out in paragraph 3(a) above within 14 days of theposting of the document pursuant to which the revision of the Offer is madeavailable to Staveley Shareholders (or such later date as GPG Acquisitions maydetermine), a Form of Acceptance or some other form issued by or on behalf ofGPG Acquisitions in which he validly elects to receive the considerationreceivable by him under such revised Offer in some other manner.The authorities conferred by this paragraph 4 and any acceptance of a revisedOffer and/or any alternative pursuant thereto shall be irrevocable unless anduntil the Previous Acceptor becomes entitled to withdraw his acceptance underparagraph 3 above and duly does so.Subject to paragraph 6 below, GPG Acquisitions reserves the right to treat anexecuted Form of Acceptance relating to the Offer (in its original or anypreviously revised form(s)) which is received (or dated) on or after theannouncement or issue of the Offer in any revised form as a valid acceptanceof the revised Offer and, where applicable, a valid election for any alternative27
form of consideration made available pursuant thereto, and such acceptance shallconstitute an authority in the terms of paragraph 4(a) above on behalf of therelevant Staveley Shareholder.5. General(a) Save with the consent of the Panel and GPG Acquisitions, the Offer will lapseunless all conditions relating to the Offer have been satisfied or (if capable ofwaiver) waived or, where appropriate, have been determined byGPG Acquisitions in its reasonable opinion to be or remain satisfied, by theearlier of the date immediately prior to the Dividend Payment Date andwhichever is the later of 4 October 2000 and the 21st day after the date on whichcondition (a) is satisfied (or, in each case, such later date as GPG Acquisitionsmay, with the consent of the Panel, decide). If the Offer lapses for any reason, theOffer will cease to be capable of further acceptance and Staveley Shareholdersand GPG Acquisitions will cease to be bound by prior acceptances.GPG Acquisitions shall be under no obligation to waive or treat as satisfiedany of the conditions (b) to (i) (inclusive) in Part A of this Appendix I by a dateearlier than the latest date specified or referred to above for the satisfactionthereof notwithstanding that such condition or the other conditions of the Offermay at such earlier date have been waived or satisfied and that there are at suchearlier date no circumstances indicating that any of such conditions may not becapable of being satisfied.(b)(c)(d)Notwithstanding paragraph (c) below, GPG Acquisitions shall be entitled to setoff against the consideration due to any Staveley Shareholder an amount equal tothe Special Interim Dividend paid to him in respect of each Staveley Share forwhich he has validly accepted the Basic Offer.Subject to paragraph (b) above, save with the consent of the Panel, settlement ofthe consideration to which any Staveley Shareholder is entitled under the Offerwill be implemented in full in accordance with the terms of the Offer withoutregard to any lien, right of set-off, counterclaim or other analogous right to whichGPG Acquisitions may otherwise be, or claim to be, entitled as against suchStaveley Shareholder and will be effected in the manner described in paragraph11 of the letter from Deloitte & Touche Corporate Finance contained in thisdocument.Notwithstanding the right reserved by GPG Acquisitions and Deloitte & ToucheCorporate Finance to treat a Form of Acceptance as valid even though not entirelyin order or not accompanied by the relevant share certificate(s) and/or otherdocument(s) of title, or not accompanied by the relevant transfer to escrow,except as otherwise agreed with the Panel:(i)(ii)(iii)an acceptance of the Offer will only be counted towards fulfilling theacceptance condition if the requirements of Note 4 and, if applicable, Note6 on Rule 10 of the Code are satisfied in respect of it;a purchase of Staveley Shares by GPG Acquisitions or its nominee(s) or, ifGPG Acquisitions is required to make a Rule 9 offer, a person acting inconcert with GPG Acquisitions, if any, will only be counted towardsfulfilling the acceptance condition if the requirements of Note 5 and, ifapplicable, Note 6 of Rule 10 of the Code are satisfied in respect of it; andthe Offer will not become unconditional unless Computershare ServicesPLC has issued a certificate to GPG Acquisitions or Deloitte & ToucheCorporate Finance which states the number of Staveley Shares in respect of28
Page 1: Guinness Peat Group plcCash Offer F
Page 6: Deloitte & Touche Corporate Finance
Page 10 and 11: 4. Background to and Reasons for th
Page 12 and 13: exercise of options granted under t
Page 14 and 15: (telephone no. 020 8639 2000) for a
Page 16 and 17: are proposing so to convert any suc
Page 18 and 19: hand to Computershare Services PLC
Page 20 and 21: undertakings or any associated unde
Page 22 and 23: (vi)(vii)entered into or varied or
Page 24 and 25: conditions (b) to (i) inclusive by
Page 26 and 27: (e)(f)For the purpose of determinin
Page 30 and 31: which acceptances have been receive
Page 32 and 33: custodians, nominees of or trustees
Page 34 and 35: (d)(e)that the execution of the For
Page 36 and 37: (i)(j)(k)(l)(m)(n)(o)(p)(q)(r)that
Page 38 and 39: Appendix IIFinancial Information on
Page 40 and 41: Appendix IIIFinancial Information o
Page 42 and 43: C. Balance Sheet of StaveleyThe bal
Page 44 and 45: E. Notes to the Accounts of Stavele
Page 46 and 47: Notes to the accounts for the perio
Page 48 and 49: 4. Tax on profit/loss on ordinary a
Page 50 and 51: 9. Fixed Asset Investments2000£m19
Page 52 and 53: 14. Provisions for Liabilities and
Page 54 and 55: 17. Leasing ObligationsProperty lea
Page 56 and 57: 21. Financial InstrumentsThe group
Page 58 and 59: Gains and losses on derivative fina
Page 60 and 61: Appendix IVAdditional Information1.
Page 62 and 63: (ii)(iii)The following dealings for
Page 64 and 65: Acceptance of the OfferStaveley Sha
Page 66 and 67: DEFINITIONSThe following definition
Page 68: Printed by Burrups, a St Ives Compa

Guinness Peat Group plc Cash Offer Facility for Staveley Industries plc

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