Exhibit 99.4
THIS APPLICATION FORM, WHICH IS PERSONAL TO THE SHAREHOLDER(S) TO WHOM IT IS
ADDRESSED AND MAY NOT BE ASSIGNED, TRANSFERRED OR SPLIT OTHERWISE THAN TO
SATISFY BONA FIDE MARKET CLAIMS, IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt as to the action you should take, you are
recommended to seek advice from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser duly authorised under the
Financial Services Act 1986. Information relating to Bright Station plc and full
details of the Open Offer to which this Application Form relates are contained
in the Circular (comprising a prospectus) to shareholders of Bright Station plc
dated 13 June 2001 (the "Prospectus") accompanying this Application Form. You
are strongly advised not to complete and lodge this Application Form until you
have read the Prospectus. Unless the context otherwise requires, expressions
defined in the Prospectus bear the same meaning in this Application Form.
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Box 1 Box 2a
Name and address of Registered Holder
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PAYMENT, REGISTRATION AND ENQUIRIES
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Deliver by post or by hand (during normal business
hours) and address all enquiries to Computershare
Investor Services PLC, PO Box 859, The Pavilions,
Bridgwater Road Bristol BS99 1XZ (Telephone: 0870
----
702 0100) or by hand only (during normal business
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hours) to
Computershare Investor Services PLC
7th Floor, Jupiter House
Triton Court
14 Finsbury Square
London EC2A IBR
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LATEST TIME AND DATE FOR ACCEPTANCE AND PAYMENT
IN FULL
3.00 p.m. on 5 July 2001
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Box 2b
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Box 3 Box 4 Box 5 SPLITTING INSTRUCTIONS
Registered holding of Pro rata entitlement Total amount payable ---------------------------------------------------
Ordinary Shares at the to Open Offer Shares (at 5(pence) per Open For splitting, deliver by post or by hand (during
close of business on Offer Share) if you normal business hours) and address all enquires
7 June 2001 apply for the to Computershare Investor Services PLC, 7th Floor,
entitlement as set Jupiter House, Triton Court, 14 Finsbury Square,
out in Box 4 London EC2A 1BR Telephone 020 7448 8645.
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LATEST TIME AND DATE FOR SPLITTING TO SATISFY
BONA FIDE MARKET CLAIMS
3.00 p.m. on 3 July 2001
(Pounds) -----------------------------------------------
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Definitive Share Certificates in respect of Open
Offer Shares are expected to be posted by 12 July
2001.
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TO BE COMPLETED BY THE APPLICANT(S)
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Box 6 Box 7
Total number of Open Amount enclosed (at
* Application may be made for any number of Open Offer Shares Offer Shares for which 5(pence) per Open
including a number in excess of the entitlement set out in application is made* Offer Share)
Box 4. Any application which exceeds the number set out in
Box 4 may, if the aggregate number of excess applications
exceeds the total number of Open Offer Shares, be scaled back.
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(Pounds)
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BRIGHT STATION PLC
(Incorporated in England under the Companies Act 1985, Registered No. 1890236)
APPLICATION FORM
OPEN OFFER TO QUALIFYING SHAREHOLDERS
of up to
138,661,969 New Ordinary Shares at 5(pence) per share payable in full on
application not later than 3.00 p.m. on 5 July 2001
This Application Form represents an invitation to subscribe for Open Offer
Shares pursuant to the Open Offer. It is not a document of title and cannot be
traded. This Application Form must be used if you wish to apply for Open Offer
Shares under the Open Offer. The attention of Shareholders receiving this
Application Form in any territory other than in the UK is drawn to the
declaration and the restriction on application by such Shareholders set out in
the Prospectus and this Application Form. Instructions for completion of this
Application Form are set out on the following pages.
If you have sold or otherwise transferred all of your Ordinary Shares prior to
the date upon which the existing Ordinary Shares were marked "ex" the
entitlement to the Open Offer by the London Stock Exchange, you should complete
Box 9 and send this Application Form, together with the Prospectus and the
accompanying Form of Proxy, to the purchaser or transferee or to the
stockbroker, solicitor, accountant, bank or other agent through whom the sale or
transfer was effected as soon as possible for transmission to the purchaser or
transferee, who should complete Box 8. If you have sold or transferred part of
your holding, please read the instructions set out under the heading
"Instructions for Transfer, Splitting and Consolidation".
A copy of the Prospectus has been delivered to the Registrar of Companies in
England and Wales for registration in accordance with s.149 of the Financial
Services Act 1986, and copies can be obtained from Computershare Investor
Services PLC at PO Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ.
The Open Offer expires at 3.00 p.m. on 5 July 2001.
Application has been made for the New Ordinary Shares to be admitted to listing
on the Official List of the UK Listing Authority and to trading on the London
Stock Exchange's market for listed securities. It is expected that admission to
the Official List and dealings on the London Stock Exchange's market for listed
securities will become effective on 9 July 2001.
Page 2
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Box 8 CONSOLIDATION
NOT FOR USE BY THE PERSON(S) NAMED IN BOX 1 LISTING FORM
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Serial Number of Open
If a Shareholder has sold or transferred all or any of his Ordinary Shares, this Box Number Offer Shares
should be completed by the purchaser(s) or transferee(s) of the Ordinary Shares and --------------------------------------
constitutes an application on the terms set out herein and in the Prospectus. All joint ______________________________________
holders must sign. ______________________________________
______________________________________
I/We declare that this application is made by me/us as the result of a bona fide market ______________________________________
claim and I/we (a) apply for the of number Open Offer Shares stated in Box 6 on the terms ______________________________________
and conditions set out herein and in the Prospectus and subject to the Company's Articles ______________________________________
of Association and (b) authorise the Company to place my/our name(s) on the register in ______________________________________
respect of such Open Offer Shares. ______________________________________
______________________________________
1. Name _______________________________________________________________________________ ______________________________________
______________________________________
Address ____________________________________________________________________________ ______________________________________
______________________________________
_________________________________________________________ Post Code_________________ ______________________________________
______________________________________
Signature________________________________________________ Date _____________________ ______________________________________
______________________________________
2. Name _______________________________________________________________________________ ______________________________________
Address ____________________________________________________________________________ -------------------------------------
Total number Total number
_________________________________________________________ Post Code_________________ of Application of Open
Forms Offer Shares
Signature________________________________________________ Date _____________________ -------------------------------------
3. Name _______________________________________________________________________________ -------------------------------------
Serial Number of
Address ____________________________________________________________________________ Principal Form
-------------------------------------
_________________________________________________________ Post Code_________________
-------------------------------------
Signature________________________________________________ Date _____________________ Box 11
Only complete this box if you are
4. Name _______________________________________________________________________________ a CREST Shareholder applying via a
bona fide market claim and you wish
Address ____________________________________________________________________________ any Open Offer Shares for which
your application is accepted to be
_________________________________________________________ Post Code_________________ credited to your CREST Stock Account.
Signature________________________________________________ Date _____________________ CREST Participant ID________________
CREST Member Account ID ____________
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Box 9 Box 10
I/We hereby declare that I/we have sold all or part of the holding Name and address of person or agent lodging this
of Ordinary Shares shown in Box 3. Application Form (if other than the person named in Box
1 or Box 8) and/or to whom the definitive Open Offer
Share certificate/return cheque (if any) should be sent
Signature (1) ____________________________________________________
Signature (2) ____________________________________________________ ________________________________________________________
Signature (3) ____________________________________________________ ________________________________________________________
Signature (4) ____________________________________________________ ________________________________________________________
Date _____________________________________________________________ ________________________________________________________
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Box 12 Box 13
Stamp of selling broker or other agent Stamp of buying broker or other agent
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Page 3
APPLICATION LETTER
To: The Directors, Bright Station plc
I/We, being the registered holder(s) at the close of business on 7 June 2001 of
the number of Ordinary Shares set out in Box 3 (or the beneficial owners of any
of those shares by virtue of a bona fide market claim), hereby offer to
subscribe for the number of Open Offer Shares inserted in Box 6 and agree to
accept the same on the terms and subject to the conditions set out in the
Prospectus and on this Application Form and subject to the Articles of
Association of the Company.
If no number is inserted in Box 6 (or if a number is inserted in Box 6 which is
inconsistent with the amount of the remittance made in respect of this
Application Form and shown in Box 7), I/we agree that I/we shall be deemed to
have applied for such number of Open Offer Shares at the Issue Price as is
covered by the remittance made in respect of this Application Form.
I/We enclose a cheque, building society cheque or banker's draft payable to "The
Royal Bank of Scotland plc - a/c Bright Station plc" (or otherwise as the
Company may agree) and crossed "A/C Payee only" for the sum inserted in Box 7
above, being the amount payable in full on application for such Open Offer
Shares. IMPORTANT: Please read the notes regarding payment for Open Offer Shares
at the bottom of this page before completing this application.
I/We agree that on request by Computershare Investor Services PLC (the
"Receiving Agent") or the Company, I/we will disclose promptly in writing to
them satisfactory evidence of my/our identity so as to comply with the Money
Laundering Regulations 1993 and I/we acknowledge that any failure to provide
necessary evidence of identity may result in my/our application being rejected
or in delays in accepting the application.
In consideration of your agreement to deal with this application to subscribe
for the Open Offer Shares stated in Box 6 (or the number deemed to be applied
for) and subject to the terms and conditions of the Open Offer set out in the
Prospectus and this Application Form, I/we undertake that this application shall
be irrevocable and agree that this letter shall constitute a contract between
me/us and the Company, which shall become binding upon receipt by the Receiving
Agent of this Application Form and the accompanying payment. I/We acknowledge
that the Company reserves the right to treat any application not strictly
complying with the terms and conditions of application as nevertheless valid.
I/We request and authorise the Company or its agents in respect of the Open
Offer Shares for which this Application Form is accepted to send to me/us a
definitive share certificate by post at my/our risk to the address given in Box
1 or to the address of the first named person in Box 8 if my/our application is
by virtue of a bona fide market claim or, if Box 10 has been completed, to the
person named and at the address specified therein and to procure my/our name(s)
to be placed on the register of members of the Company as holder(s) of the said
shares unless I/we am/are a Qualifying Shareholder(s) whose existing holding of
Ordinary Shares in the Company is held in uncertificated form on the Record Date
or I/we am/are applying via a bona fide market claim and I/we have indicated
that I/we wish to have my/our Open Offer Shares delivered through CREST by
completing Box 11 in which case I/we acknowledge that if the Open Offer Shares
for which this application is made are credited to the CREST Stock Account
having the CREST Member Account ID held at the Record Date or as shown in Box 11
then I/we will not be sent a share certificate, confirmation of the credit to
the CREST Stock Account or any other written communication from the Company in
respect of the issue of the Open Offer Shares. I/We acknowledge that
notwithstanding the above, the Company reserves the right to allot and/or issue
any Open Offer Shares in certificated form. Pending despatch of definitive
certificates, transfers of Open Offer Shares will be certified against the
register of members of the Company.
I/We represent and warrant that the completion of this Application Form
constitutes a warranty that any cheque, building society cheque or banker's
draft will be honoured on first presentation and that this shall constitute a
fundamental term in the Open Offer and, without prejudice to the Company's right
to require payment, that this application may be deemed invalid if such cheque,
building society cheque or banker's draft is not so honoured.
I/We understand that if the Placing and Open Offer does not become unconditional
before 8.30 a.m. on 31 August 2001 the Open Offer will lapse and I/we authorise
you or your agent to return such application monies or any excess application
monies without interest to me/us as soon as practicable thereafter (subject to
compliance with any requirements of the Money Laundering Regulations 1993) at
my/our risk either to the address in Box 1 or to the address of the first named
person in Box 8 if my/our application is by virtue of a bona fide market claim
or, if Box 10 has been completed, to the person named and at the address
specified therein.
I/we confirm and agree that in making the application, neither I/we nor any
person on whose behalf I/we are applying is/are relying on any information or
representation in relation to the Company or its subsidiaries other than such as
may be contained in the Prospectus and I/we accordingly agree that neither
PricewaterhouseCoopers Corporate Finance, Hoare Govett nor any person
responsible solely or jointly for the Prospectus, or any part of it, shall have
any liability for such information or representation.
I/We represent and warrant that I/we am/are not:
(i) a US person or resident in the United States, Australia, the Republic of
Ireland, Canada, France or Japan, or executing this Application Form in or
despatching it from the United States, Australia, the Republic of Ireland,
Canada, France or Japan except where proof satisfactory to the Company has
been provided to the Company that I/we am/are exempt from, or such
execution or despatch would be pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the United
States Securities Act of 1933, as amended, or the relevant Australian,
Irish, Canadian, French or Japanese legislation; nor
(ii) person(s) otherwise prevented by legal or regulatory restriction from
applying for the Open Offer Shares under the Open Offer; nor
(iii) acting on behalf of such person(s) on a non-discretionary basis and will
not hold or acquire any Open Offer Shares for the account of any such
person or with a view to the offer, sale, re-sale, transfer, delivery or
distribution of the Open Offer Shares which are the subject of this
Application Form directly or indirectly to or for the benefit of any such
person.
I/We represent and warrant that I/we have not received from or sent copies of
this Application Form and/or the Prospectus into the United States and I/we have
not otherwise utilised in connection with the Open Offer, directly or
indirectly, the mails or any means of instrumentality (including, without
limitation, facsimile transmission, telex and telephone) or inter-state or
foreign commerce of, or any facilities of national securities exchange of, the
United States, and this Application Form has not been mailed or otherwise sent
in, or into, the United States.
I/We confirm (in the case of overseas shareholders or transferees only) that
I/we have observed any applicable formalities and paid any applicable taxes.
I/We represent and warrant that I/we am/are not, and nor am/are I/we applying as
nominee or agent for, a person who is or may be liable to notify and account for
tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased
rates referred to in section 93 (Depository Receipts) or section 96 (Clearance
Services) of the Finance Act 1986.
NOTES: PLEASE READ CAREFULLY BEFORE SIGNING THIS LETTER
If payment is made by way of a cheque, building society cheque or banker's draft
which is drawn by someone other than the applicant(s), or the value of such
cheque or banker's draft is (Pounds)8,500, or more, the verification of identity
requirements of the Money Laundering Regulations 1993 may apply and verification
of the identity of the applicant(s) may be sought for this purpose.
If payment for the Open Offer Shares being applied for is being made using a
cheque drawn by a third party (for example, a banker's draft), you should:
(a) write the name, address and date of birth of the person named on this
Application Form (or one of such persons) on the back of the cheque;
(b) if a banker's draft or building society cheque is used, ask the bank or
building society to endorse the full name and account number of the person
whose account is being debited by the banker's draft or building society
cheque on the reverse of the draft or cheque and stamp such endorsement;
and
(c) if you are making the application as agent for one or more person,
indicate on this Application Form whether you are a UK or EU regulated
person or institution (eg a bank or broker) and specify your status; if
you are not a UK or EU regulated person or institution, you should contact
Computershare Investor Services PLC.
The Receiving Agent or the Company may, at their absolute discretion, require
verification of identity from any person lodging this Application Form including
any applicant who (i) tenders payment drawn on an account in the name of a
person or persons other than the applicant or (ii) if it appears that an
applicant is acting on behalf of some other person. In the latter case,
verification of the identity of any person on whose behalf the applicant appears
to be acting may be required. Pending the provision of satisfactory evidence as
to identity, an Application Form may be retained. If, within a specified period
of time following a request for verification of identity, the Receiving Agent
has not received satisfactory evidence, the Company may, at its absolute
discretion, reject the application in which event the monies payable on
application will be returned without interest to the account at the drawee bank
from which such monies were originally submitted. Further details relating to
compliance with the Money Laundering Regulations 1993 are set out in the
Prospectus.
If you cannot give any of the warranties that apply to the application made by
you, your application will not be valid.
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Sign here ONLY if you are the First or Sole Holder
person(s) named in Box 1; (1) Usual signature ____________________________________________________________________
otherwise see Box 8. Joint Holder(s) (if any)
All joint holders must sign. (2) Usual signature ____________________________________________________________________
(3) Usual signature ____________________________________________________________________
(4) Usual signature ____________________________________________________________________
Date ___________________________________________________________________________________
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INSTRUCTIONS REGARDING COMPLETION, TRANSFER, SPLITTING AND CONSOLIDATION OF
THIS APPLICATION FORM TO SATISFY BONA FIDE MARKET CLAIMS ARE SET OUT ON THE
FOLLOWING PAGE.
Page 4
INSTRUCTIONS FOR COMPLETION OF THIS FORM
1. This Application Form should be completed by signing on the previous page,
or Box 8, as applicable, and lodged by post (in the reply-paid envelope
provided) or by hand with Computershare Investor Services PLC, PO Box 859,
The Pavilions, Bridgwater Road, Bristol BS99 1XZ or by hand (during normal
business hours) to Computershare Investor Services PLC, 7th Floor, Jupiter
House, Triton Court, 14 Finsbury Square, London EC2A 1BR, together with a
cheque, building society cheque or banker's draft for the amount payable in
respect of the number of Open Offer Shares applied for so as to arrive not
later than 3.00 p.m. on 5 July 2001. If you post your Application Form by
first class post, you are recommended to allow at least four working days
for delivery. No receipt will be given for this Application Form.
2. Your pro rata entitlement is shown in Box 4. You may apply for less than
your maximum entitlement should you wish.
3. Cheques and banker's drafts should be made payable to "The Royal Bank of
Scotland plc - a/c Bright Station plc" (or otherwise as the Company may
agree) and crossed "A/C Payee only" and must bear the appropropriate
sorting code number in the top right corner. Cheques or banker's drafts
should be drawn in sterling on a bank or building society or a branch
thereof in the UK, the Channel Islands or the Isle of Man which is either a
settlement member of the Cheque and Credit Clearing Company Limited or the
CHAPS Clearing Company Limited, or which has arranged for its cheques or
banker's drafts to be cleared through the clearing facilities provided for
members of any of those companies.
4. A corporation must execute under its common seal, which should be affixed
in accordance with its articles of association or other regulations.
Alternatively, a company to which section 36A of the Companies Act 1985
applies, may execute this form by a director and the company secretary or
by two directors of the company, signing the form and stating under each
signature the office which he holds.
5. If this Application Form is signed under a power of attorney, such power of
attorney or duly certified copy thereof must accompany this Application
Form.
6. All documents or remittances sent by or to an applicant, or as he may
direct, will be sent through the post at his risk.
This Application Form may not be assigned, transferred, split or consolidated
(except to satisfy bona fide market claims). Instructions for transfer,
splitting and consolidation to satisfy bona fide market claims are set out
below.
The attention of overseas Shareholders is drawn to the restrictions on
application set out in the Prospectus. No person receiving a copy of the
Prospectus and/or this Application Form in any territory other than the UK may
treat the same as constituting an invitation or offer to him, nor should he in
any event use such Application Form, unless in the relevant territory such an
invitation or offer could lawfully be made to him and such Application Form
could lawfully be used without contravention of any registration or other legal
or regulatory requirements. It is the responsibility of any person receiving a
copy of the Prospectus and/or this Application Form outside the UK and wishing
to make an application for any Open Offer Shares to satisfy himself as to the
full observance of the laws of the relevant territory, including obtaining all
necessary governmental or other consents which may be required, and of all other
formalities needing to be observed and of payment of any issue, transfer or
other taxes due in any such territory. Submission of this Application Form will
constitute a warranty that the applicant has complied with these requirements.
It is expected that definitive certificates in respect of Open Offer Shares to
be held in certificated form will be despatched no later than 12 July 2001 to
the registered address of the first named shareholder shown in Box 1 or, where
Box 8 has been completed, to the address of the first named person shown therein
or, if Box 10 is completed, to the agent named therein. Until certificates are
despatched transfers of Open Offer Shares will be certified against the Register
at the risk of the transferor. Where the Record Date shareholding was held in
CREST or Box 11 has been completed in respect of a bona fide market claim, it is
expected that Open Offer Shares to be held in uncertificated form will be
credited to the relevant CREST Stock Account on 10 July 2001.
INSTRUCTIONS FOR TRANSFER, SPLITTING AND CONSOLIDATION
1. This Application Form may not be transferred or split except to satisfy a
bona fide market claim. If you have sold or transferred part or all of your
holding of existing Ordinary Shares shown in Box 3, you should complete the
declaration in Box 9 and pass this form to the agent who has effected the
sale or transfer on your behalf. Corporations should affix their common
seal or execute in such other form as will constitute valid execution of a
deed. The agent will then arrange for Split Application Forms to be
obtained.
2. Split Application Forms may be obtained on surrender (by hand or by post)
of this form to Computershare Investor Services PLC, 7th Floor, Jupiter
House, Triton Court, 14 Finsbury Square, London EC2A 1BR, with Box 9 duly
completed, accompanied by a letter stating the number of Split Application
Forms required, and the total number of Open Offer Shares to be shown on
each Split Application Form, the aggregate of which must equal the number
shown in Box 4. Box 9 on each Split Application Form will be marked
"declaration of sale duly made". The latest time for splitting is shown in
Box 2b.
3. The right to apply for Open Offer Shares represented by several Application
Forms may be claimed by the person(s) to whom existing Ordinary Shares have
been sold or transferred. If Box 8 is completed on one Application Form
(the "Principal Application Form"), all the Application Forms may be lodged
in one batch, together with a remittance for the total number of Open Offer
Shares applied for. Details of each Application Form in the batch
(including the Principal Application Form) should be listed in ascending
serial number order in the Consolidation Listing Form opposite Box 8 on the
Principal Application Form and the serial number of the Principal
Application Form should be entered in the space provided on each of the
other Application Forms
4. If Box 8 and 9 are completed, Box 12 must be completed by the selling
broker or other agent and Box 13 must be completed by the buying broker or
other agent.