1
EXHIBIT 99.5
Disclosure letter together with
Schedule of Documents disclosed.
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EXHIBIT 99.5
DIBB LUPTON
BROOMHEAD
S O L I C I T O R S
117 The Headrow
Leeds LS1 5JX
DIRECT TEL NO: 0113 241 2900
Your Ref DIRECT FAX NO: 0113 244 6320
DX 12017 Leeds 1
Our Ref RJH\21653\113
4th July 1996
Denton Hall
Five Chancery Lane
Clifford's Inn
London
EC4A 1BU
Dear Sirs
EPL FLEXIBLE PACKAGING LIMITED (the "Purchaser") AND PRINTPACK EUROPE
(ST HELENS) LIMITED (the "Vendor")
We refer to an agreement (the "AGREEMENT") proposed to be entered into
later today between (1) the Vendor (2) the Purchaser and (3) the
Guarantor (as therein defined) relating to the acquisition by the
Purchaser from the Vendor of certain assets relating to the business
carried on by the Vendor at Gainsborough as set out in the Agreement.
This letter is written on behalf of our client the Vendor and is the
Disclosure Letter referred to in the Agreement.
Save where inappropriate in the context of this letter, the definitions
contained in the Agreement shall apply to this letter as if set out in
full herein.
The references below to numbered paragraphs are references to those
numbered paragraphs in Schedule IV to the Agreement. Such numbering is
for convenience only and shall not affect the interpretation nor limit
the effect of the disclosures. Each disclosure is to be treated as
qualifying or applying to every one of the Warranties to which it is
relevant.
References to document numbers are to documents listed in the Schedule
attached to this Disclosure Letter.
The disclosure of any matters or documents herein does not imply any
representation, warranty or undertaking not expressly given in
A list of partners' names is available for inspection at the above address
Regulated by the Law Society in the conduct of investment business
Birmingham Leeds London Manchester Sheffield
National Tel No: 0345 26 27 28
3
[DIBB LUPTON
BROOMHEAD
SOLICITORS
LETTERHEAD]
Continuation 2
Date 4th July 1996
the Agreement, nor shall such disclosure be taken to be extending the scope of
any such representation, warranty or undertaking.
Copies of all documents referred to in this letter have been made available for
inspection by the Purchaser or its advisers.
The disclosures made in this Disclosure Letter shall be construed as including
and there are hereby incorporated into this Disclosure Letter all the
information disclosed or available to the Purchaser by virtue of:
1. the provisions of the Agreement;
2. all matters which would be revealed by a search of the full microfiche of the
Vendor available to the public at the Companies Registration Office five
working days prior to Completion;
3. all matters which would be revealed by a search at H M Land Registry, H M
Land Charges Registry, all relevant Local Land Charges Registries and matters
which would have been revealed by the replies to enquiries of all relevant
Local Authorities using a search agent;
4. all matters that would be apparent from inspection of the deeds and,
documents of title of the Property listed in Schedule III to the Agreement;
4
[DIBB LUPTON
BROOMHEAD
SOLICITORS
LETTERHEAD]
Continuation 3
Date 4th July 1996
5. all matters contained in the documents referred to in the annexed schedule to
this letter.
The following are specific disclosures; the headings/clause numbers below refer
to the heading/clause numbers in Schedule IV of the Agreement:
REFERENCE IN DISCLOSURE
SCHEDULE II
2. The Vendor may retain copies of the Information.
4. Certain of the Stock is acquired from suppliers who routinely
claim retention of title in respect of stock for which full
payment has not been received.
4. The Vendor has entered into a charge with Midland Bank plc dated
9 February 1994. A letter of release and non-crystallization
from Midland Bank plc will be produced at Completion.
4. The car used by Gary Peace is not being transferred to the
Purchaser.
4. There is certain equipment in the ink department at Gainsborough
which is the property of the ink supplier, Sun Chemical. This is
not included in the transfer of assets and arrangements will
need to be made with Sun Chemical if the Purchaser wishes to
retain use of this equipment
5
[DIBB LUPTON
BROOMHEAD
SOLICITORS
LETTERHEAD]
Continuation 4
Date 4th July 1996
7. The following employees will not be transferring
their employment to the Purchaser:
(a) Colin Beddows will continue to be employed by Printpack
Europe (St Helens) Limited at St Helens;
(b) Ms H Simons, a part time cleaner will be leaving the
business on Friday 28 June 1996.
7. Copies of the standard conditions of employment of the Employees
are annexed. The Vendor has entered into a memorandum of
agreement with the GPMU in respect of the period 1995 to 1996. A
copy of this agreement is annexed.
7. The holiday entitlement of the employees accrues from 1 October
in each year. Therefore, in general, at Completion each employee
will have accrued 19.5 days holiday entitlement to be taken in
the current holiday year. Annexed are details of the amount of
holiday already taken in the current holiday year.
7. The employees are entitled to life assurance (See documents at
section F). Levels of redundancy pay have also been agreed (See
documents at section C). Additional terms have been agreed with
Gary Peace (see document C43).
6
[DIBB LUPTON
BROOMHEAD
SOLICITORS
LETTERHEAD]
Continuation 5
Date 4th July 1996
8. No steps have been taken to eliminate the provision of
benefits on a basis which discriminates between men and
women and which results from the fact that the employment of
the Employees under the Scheme is contracted out of the
State Earnings Related Pension Scheme on a final salary
basis.
You are referred to documents F45 and F48
Please acknowledge receipt of this letter by signing and returning the enclosed
duplicate copy.
Yours faithfully
/s/ DIBB LUPTON BROOMHEAD
- -----------------------------
DIBB LUPTON BROOMHEAD
FOR THE VENDOR
7
[DIBB LUPTON
BROOMHEAD
SOLICITORS
LETTERHEAD]
Continuation 6
Date 4th July 1996
SCHEDULE OF DISCLOSED DOCUMENTS
8
[DIBB LUPTON
BROOMHEAD
SOLICITORS
LETTERHEAD]
Continuation 7
Date 4th July 1996
We acknowledge receipt on behalf of our client the Purchaser of this letter and
the documents referred to in it. We confirm that its contents are accepted as
disclosures for the purposes of the Agreement.
Yours faithfully
/s/ DENTON HALL
- -----------------------------
DENTON HALL
FOR THE PURCHASER
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SCHEDULE OF DISCLOSED DOCUMENTS
A. PROPERTY
1. Lease dated 16 January 1981 made between English Industrial Estate
Corporation (1) and Pakcel Convertors Limited (2) and British Sidac
Limited (3) relating to site number BT.614/1
2. Lease dated 28 September 1988 made between the English Industrial Estates
Corporation (1) Pakcel Limited (2) and British Rayophane PLC (3)
3. Deed relating to change of Guarantor dated 28 September 1988 made between
English Industrial Estates Corporation (1) and Pakcel Limited (2) British
Sidac Limited (3) and British Rayophane PLC (4)
4. Deed of Release dated 20 February 1995 made between Northern Trust
Company Limited (1) Printpack Europe (St Helens) Limited (2) and UCB
Films PLC (3)
5. Copy letter from Foy and Co dated 23 February 1995 together with a copy
of the Memorandum referred to in it.
6. Copy letter dated 14 February 1995 from Whittle Jones to Printpack Europe
(St Helens) Limited.
7. Copy letter dated 24 February 1995 from Dibb Lupton Broomhead to Whittle
Jones.
8. Copy letter dated 6 March 1995 from Whittle Jones to Printpack Europe (St
Helens) Limited together with a copy of the notice referred to in it.
9. Copy letter dated 26 April 1995 from Dibb Lupton Broomhead to Whittle
Jones
10. Copy letter dated 16 May 1995 from Whittle Jones to Lambert Smith Hampton
11. Copy letter dated 23 May 1995 from Whittle Jones to Lambert Smith Hampton
12. Rent Invoice dated 31 March 1996 from Whittle Jones
13. Replies to General Enquiries before Contract.
14. Replies to Specific Enquiries before Contract.
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B. ENVIRONMENT
1. Copy letter dated 7 June 1996 from West Lindsey District Council to
Printpack Europe Limited (Gainsborough).
2. Copy letter dated 30 May 1996 from Printpack Europe Limited to West
Lindsey District Council with attached solvent usage table for period
January to December 1995.
3. Copy letter dated 26 March 1996 from West Lindsey District Council to UCB
Packaging Limited.
4. Copy letter dated 18 October 1995 from Printpack Europe Limited to West
Lindsey District Council.
5. Copy letter dated 2 October 1995 from West Lindsey District Council to
Printpack Europe Limited.
6. Printpack Europe (St Helens) Limited copy internal memorandum dated 6 June
1994 with enclosure detailing Results of Atmospheric Monitoring.
7. Copy letter dated 16 August 1995 from Printpack Europe Limited to West
Lindsey District Council with attached table on total solvent purchased
for year ending 31 December 1994.
C. EMPLOYMENT
1. Local and exclusive agreement dated 5 April 1982 between Pakcel Converters
Limited (Gainsborough) and N.G.A. Personnel.
2. Procedural recognition agreement dated 7 December 1988 between Pakcel
Limited - Gainsborough Factory and National Graphical Association 1982.
3. 1989 wage agreement dated 7 July 1989 between Pakcel Limited Gainsborough
and National Graphical Association 1982.
4. Agreement dated 7 July 1988 between Pakcel Limited Gainsborough and NGA
members at Gainsborough.
5. Working shift supervisors-Gainsborough dated 19 December 1984.
6. 1990 wage agreement between UCB Pakcel Limited Gainsborough and National
Graphical Association (1982).
7. Printpack Europe Limited contract of employment dated 7 July 1994 for D
Andrews.
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8. Copy facsimile dated 7 June 1996.
9. File note - transfer of Gainsborough employees - undated.
10. Employee termination payments:-
H Simons
G A Aitcheson
D Andrews
C Beddow
D Birkett
S Boswell
R Burnand
P Curtis
T Dargan
A Gadsby
M Guilliat
A Hayes
P Hilton
D Horton
R Hought
M Irving
D Jones
R Littlewood
C Littlewood
J Lundy
J Marrone
S Olivant
T Phillips
A Waugh
B Gleadell
D Morton
11. Copy UCB packaging Memorandum dated 15 June 1990 regarding engineering
duties at Gainsborough Factory.
12. Copy 1990 wage agreements dated 14 June 1990 between UCB Pakcel Limited
Gainsborough and National Graphical Association 1982.
13. Attendance note of meeting at Gainsborough dated 28 April 1995.
14. Copy letter dated 18 May 1995 from Printpack Europe Limited to Graphical,
Paper and Media Union.
15. Letter dated 15 May 1995 from Graphical, Paper and Media Union to
Printpack Europe Limited.
16. Letter dated 19 May 1995 from Graphical, Paper and Media Union to
Printpack Europe Limited.
17. Copy letter dated 19 May 1995 from Graphical, Paper and Media Union to
Printpack Europe Limited.
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18. Copy letter dated 29 March 1995 from Graphical, Paper and Media Union to
Printpack Europe Limited.
19. Printpack Europe Limited internal memorandum dated 7 June 1995 regarding
GPMU agreement.
20. Printpack Europe Limited (Gainsborough) personnel flow chart.
21. Letter dated 30 June 1995 from Graphical, Paper and Media Union to
Printpack Europe Limited.
22. Printpack Europe Limited internal memorandum dated 5 July 1995 regarding
Gainsborough Agreement.
23. Printpack Europe Limited internal memorandum dated 16 June 1995 regarding
1995 wage review.
24. Notes for meeting with Graphical, Paper and Media Union dated 25 August
1995.
25. Printpack Europe Limited internal memorandum dated 16 October 1995
regarding temporary 4 shift working at Gainsborough.
26. Printpack Europe Limited internal memorandum dated 30 October 1995
regarding union failure to agree at Gainsborough.
27. Copy letter dated 12 June 1995 from Printpack Europe Limited to
Graphical, Paper and Media Union.
28. Letter dated 7 December 1995 from Graphical, Paper and Media Union to
Printpack Europe Limited.
29. Facsimile dated 19 December 1995.
30. Copy letter dated 17 October 1995 from Graphical, Paper and Media Union
to Printpack Europe Limited.
31. Copy letter dated 16 October 1995 from Graphical, Paper and Media Union
to Printpack Europe Limited.
32. Facsimile dated 19 December 1995.
33. Letter dated 15 January 1996 from Graphical Paper and Media Union to
Printpack Europe Limited.
34. Factory notice dated 31 May 1996 regarding vacancies for Gainsborough
employees.
35. Notes of meeting with the Graphical Paper and Media Union at Gainsborough
dated 12 October 1995.
36. Printpack Europe Limited Graphical Paper and Media Union memorandum of
agreement Gainsborough 1995-1996 - undated.
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36. Printpack Europe Limited Graphical Paper and Media Union memorandum of
agreement Gainsborough 1995-1996 - undated excluding Schedules 1 and 2.
37. Printpack Europe Limited internal memorandum dated 20 March 1996
regarding disciplinary procedures.
38. Printpack Europe - Gainsborough employee details dated 20 May 1996
[copy].
39. Copy letter dated 31 May 1996 from Printpack Europe Limited to Graphical
Paper and Media Union.
40. Gainsborough closure issues - undated.
41. Printpack Europe Limited factory notice dated 25 June 1996.
42. 1996 Employee Holiday Schedule as at 25 June 1996.
43. Contract of Employment for G Pearce, including Salary Amendment and
related correspondence.
D. CONTRACTS
1. Service Contract between Jungheinrich and Printpack Europe Limited.
(i) Sherastackers Model 300 dated 24 March 1994.
(ii) ETM10-100-530DZ dated 8 June 1994.
2. Service Agreement made between White Rose Environmental and Printpack
Europe Limited dated 26 June 1996.
3. Copier Maintenance Agreement between Danwood and Printpack Europe Limited.
4. Yorkshire Electricity invoice number 8803174666.
5. Agreement for Supply of Electricity made between Eastern Group Plc and
Printpack Europe Limited dated 14 March 1995.
6. West Linsley District Council rating demand number 1944260008.
7. Terms and Conditions of Allied Wiper-Floorcare.
8. Terms and Conditions of Service Team.
9. Terms and Conditions of ADT.
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10. Letter dated 24 October 1995 from Avery Berkel and Terms and Conditions
of Avery Berkel.
E. GENERAL
1 Copy letter dated 31 May 1996 from Printpack Europe Limited to GPMU with
attached employee details at Gainsborough.
2. Draft letter dated 30 May 1996.
3. Copy letter dated 22 May 1996 from Printpack Europe Limited to Bakery
Packaging Services Limited with various enclosures relating to the sale of
the facility at Gainsborough.
4. Minutes of meeting dated 21 June 1996 between Printpack Europe Limited and
Bakery Packaging Services Limited.
5. Printpack Europe Limited GPMU Memorandum of Agreement - Gainsborough
1995-1996.
6. Fixed and Floating Charge dated 9 February 1994 in favour of Midland Bank
p1c.
7. Rent invoice dated 31 March 1996 from Whittle Jones [copy].
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8. Printpack Europe Limited internal memorandum dated 23 May 1996 with
enclosures.
F. PENSIONS
1. 26.07.61 Interim Trust Deed Transparent Paper
Limited
Clearpack Limited
Tubular Case & Carton
Company Limited
Harry Caladine
Sidney Hill
Peter Maclean
Stanley John Veitch
2. 13.02.63 Notice of retirement of Sidney Hill as trustee of the Interim
Deed dated 26 July 1961.
3. 30.07.64 Trust Deed and Rules Transparent Paper
Limited
Clear Park Limited
Tubular Case & Carton
Company Limited
Grafton Arts Limited
Harry Caladine
Peter Maclean
Stanley John Veitch
4. 31.07.64 Supplemental Deed Transparent Paper
Limited
Transonier Limited
Stanley John Veitch
Harry Caladine
Peter Maclean
5. 23.02.65 Supplemental Deed Sidney Hill
Stanley John Veitch
Harry Caladine
Peter Maclean
Transparent Paper
Limited
6. 29.05.73 Memorandum Transparent Paper
Limited
The Trustees
7. 09.03.79 Deed of Appointment Transparent Paper
Limited
Peter Maclean
Martin Ronald
Fairbarns
Grahame Prosser
Cooper
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8. 12.02.80 Supplemental Deed Transparent Paper
(2nd Definitive Limited
Deed) Peter Maclean
Grahame Prosser
Cooper
Martin Ronald
Fairbarns
9. 28.10.80 Extract from Board Transparent paper
Minutes Limited
10. 08.09.81 Deed of Appointment Transparent Paper
Limited
M R Fairbarns
G P Cooper
P Maclean
M T Orrell
11. 22.02.83 Supplemental Deed Transparent Paper plc
(3rd Definitive Martin Ronald
Deed) Fairbarns
Michael Turner Orrell
Grahame Prosser
Cooper
12. 28.02.84 Deed of Appointment Transparent Paper plc
(1) Michael Turner
Orrell Martin Ronald
Fairbarns (2)
Grahame Prosser
Cooper (3) Robert
Arthur Bradbury (4)
13. 23.10.84 Deed of Appointment Transparent Paper plc
(1) Robert Arthur
Bradbury Alasdair
Ferguson Gardiner (2)
Michael Turner Orrell
Andrew Nicholas
Ferrar (3) Peter
Donald Marriott Gell
Donald Courtney
Latimer (4)
14. 30.01.85 Memorandum Transparent Paper plc
A F Gardiner
R A Bradbury
D C Latimer
P D M Gell
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15. 07-01.88 Deed of Appointment Redfearn Flexpack
Limited (1)
R A Bradbury
A F Gardiner
P D M Gell
D C Latimer (2)
M C Wheatley
A Townend
D A Richards (3)
16. 26.02.88 Announcement to Redfearn p1c
Members of the
Tissue Paper
Superannuation Fund
17. 26.02.88 Announcement to Redfearn plc
Members of the
Transparent Paper
Retirement Benefits
Scheme
18. 24.05.88 Change of Principal Redfearn Flexpack
Employer Limited (1) Redfearn
PLC (2) M C Whatley
A Townend A Richards (3)
19. 24.05.88 Deed of Appointment Redfearn plc (1)
Michael Chadwick
Whatley
Alan Townend
David Anthony
Richards (2)
Martin Edward Acland (3)
20. 24.05.88 Interim Contracting- Redfearn plc (1)
Out Deed Michael Chadwick
Whatley
Alan Townend
David Anthony
Richards (2)
21. 19.10.88 Deed of Appointment Redfearn plc (1)
Michael Chadwick
Whatley
Alan Townend
David Anthony
Richards
Martin Edward Acland (2)
Robert William Wilson
Edgar Noble
Richardson
John Stretch (3)
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22. Nov 1988 Explanatory Booklet
23. 31.05.89 Minutes of Meeting M C Whatley
E N Richardson
J Stretch
A Townend
M C Whatley
Redfearn Plc
24. 12.01.90 Deed of Appointment Redfearn Plc (1)
David Anthony
Richards
Martin Edward Acland (2)
Michael Chadwick
Wheatley
Alan Townend
Robert William Wilson
Edgar Noble
Richardson
John Stretch (3)
John Phillip Slater
Patrick Denis Henry (4)
25. 19.06.90 Supplemental Trust Redfearn Plc (1)
Deed
PLM Redfearn Flexpack
Limited (2)
M C Chadwick
A Townend
J P Slater (3)
R W Wilson
E N Richardson
J Stretch
P D Henry (4)
26. 22.06.90 Trust Deed relating M C Whatley (1)
to transfer A Townend (2)
J P Slater (3)
R W Wilson (4)
E N Richardson (5)
J Stretch (6)
P D Henry (7)
27. Sep 1990 Announcement to
Members of the
Redfearn plc Pension
Scheme C who are
employed by Flexpack
U.K. Limited
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28. 30.01.91 Deed of Retirement Flexpack U.K. Limited
and Appointment and (1)
Change of Name
E N Richardson
J Stretch
P D Henry (2)
J A Firth
D W Thake
Therese O'Brien (3)
29. 19.03.92 Deed of Appointment Flexpack U.K. Limited
(1)
E N Richardson
J Stretch
P D Henry
J A Firth
D W Thake
T O'Brien (2)
M C Whatley (3)
30. 25.07.92 Marriage Certificate of Therese Nadin (Nee
O'Brien)
31. 11.08.92 Deed of Declaration A Townend
M C Whatley
D S Anderson (1)
32. 09.02.93 Definitive Trust Flexpack U.K. Limited
Deed (1)
E N Richards
J Stretch
P D Henry
J A Firth
D W Thake
T Nadin
M C Whatley (2)
33. 06.05.93 Deed of Flexpack U.K. Limited
Participation (1)
E N Richardson
J Stretch
P D Henry
J A Firth
D W Thake
T Nadin
M C Whatley (2)
Flexpack Holdings
Limited (3)
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34. 14.10.93 Deed of Amendment Printpack Europe
Limited (1)
E N Richardson
J Stretch
P D Henry
D W Thake
T Nadin
M C Whatley (2)
35. Nov 1993 Explanatory Booklet
36. 13.10.94 Deed of Printpack Europe
Participation Limited (1) --
E N Richardson
J Stretch
P D Henry
J A Firth
D W Thake
T Nadin
M C Whatley (2)
Printpack Europe (St
Helens) Limited (3)
37. 19.12.94 Deed of Retirement Printpack Europe
Limited (1)
E N Richardson
J Stretch
P D Henry
J A Firth
D W Thake
M C Whatley
38. 22.12.94 Deed of Adherence Printpack Europe
Limited (1)
E N Richardson
J Stretch
P D Henry
J A Firth
D W Thake
M C Whatley (2)
39. 01.08.95 Deed of Amendment Printpack Europe
Limited (1)
E N Richardson
J Stretch
P D Henry
J A Firth
D W Thake
M C Whatley (2)
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40. 11.04.96 Deed of Appointment Printpack Europe
Limited (1)
E N Richardson
J Stretch
P D Henry
J A Firth
D W Thake
M C Whatley (2)
M J Moore (3)
41. 08.05.80 Exempt Approval Letter
42. 02.12.94 Contracting-out Certificate (Printpack
Europe (St Helens) Limited - see also docs
43 & 44)
43. 10.03.95 Letter OPB to Printpack Europe (St Helens)
Limited
44. 10.03.95 Replacement Contracting-Out Certificate and
Schedule
45. Dec 1995 Letters Printpack to:-
Mr Jones
Ms Lundy
Mr Aitchison
Mr Andrews
Mr Birkett
Mr Boswell
Mr Burnand
Mr Curtis
Mr Dargan
Mr Guilliatt
Mr Hayes
Mr Hilton
Mr Horton
Mr Hought
Mr Irving
Mr C Littlewood
Mr R E Littlewood
Mr Marrone
Mr Phillips
Mr Peace
46. Jan 1996 Example of letter to Employees who were
active members UCB British Pension Scheme
on 30.07.94 re option to transfer AVCs
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47. 31.05.96 Deed of Retirement Printpack Europe
Limited (1)
E N Richardson
J Stretch
P D Henry
D W Thake
M C Whatley
M J Moore (2)
J A Firth (3)
48. 26.06.96 Note: Bases including discretionary
practices on which early
retirement benefits are provided.
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