Exhibit 2(b)
THIS FORM IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
WHEN CONSIDERING WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR
OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER,
SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED
UNDER THE FINANCIAL SERVICES ACT 1986.
This Form should be read in conjunction with the accompanying Offer Document
dated 9th September, 1994 (the "Offer Document"). The expressions used in this
Form shall, unless the context otherwise requires, bear the same meanings as in
the Offer Document. The terms and conditions of the Offer, as contained or
referred to in the Offer Document, are deemed to be incorporated in and form
part of this Form.
- -------------------------------------------------------------------------------
FORM OF ACCEPTANCE
IN RESPECT OF THE
RECOMMENDED CASH OFFER
BY
GOLDMAN SACHS INTERNATIONAL
ON BEHALF OF
STANHOME PLC
A SUBSIDIARY OF
STANHOME INC.
FOR
LILLIPUT GROUP PLC
- -------------------------------------------------------------------------------
ACCEPTANCES SHOULD BE DESPATCHED AS SOON AS POSSIBLE BUT IN ANY EVENT SO AS TO
BE RECEIVED NOT LATER THAN 3.00 P.M. ON 30TH SEPTEMBER, 1994.
The Offer referred to in this Form is not being made directly or indirectly in,
and neither the Offer Document nor this Form is being, and must not be, mailed
or otherwise distributed or sent, in whole or in part, into or from the United
States or Canada.
- -------------------------------------------------------------------------------
ACTION TO BE TAKEN
Please read pages 2 and 4 of this Form, where detailed instructions on how
to complete the Form are set out, and complete and sign, where indicated,
on page 3. Send the completed and signed Form (accompanied by your share
certificate(s) and/or other document(s) of title) by post or by hand to The
Royal Bank of Scotland plc, Registrar's Department, New Issues Section,
P.O. Box 859, Consort House, East Street, Bedminster, Bristol BS99 1XZ
using the enclosed reply-paid envelope or by hand only to The Royal Bank of
Scotland plc, Registrar's Department, New Issues Section, 15 Featherstone
Street, London EC1Y 8QS, as soon as possible, and in any event so as to be
received not later than 3.00 p.m. on 30th September, 1994.
If your share certificate(s) and/or other document(s) of title is/are not
readily available or is/are lost, the Form should nevertheless be
completed, signed and returned as stated above and the certificate(s)
and/or other document(s) of title forwarded as soon as possible thereafter.
Do not detach any part of this Form.
If you have any questions as to how to complete this Form, please contact
The Royal Bank of Scotland plc, Registrar's Department, New Issues Section
by telephoning 0272 370666.
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PAGE 2
HOW TO COMPLETE THIS FORM
TO ACCEPT THE OFFER COMPLETE BOXES [1] AND [3]
AND SIGN BOX [2]
- --------------------------------------------------------------------------------
+++ +++
+ + To accept the Offer insert If no number, or a number
+ 1 + in Box [1] the number of greater than your entire
+ + Lilliput Shares in respect holding of Lilliput Shares,
+++ +++ of which you wish to accept is inserted in Box [1], and
the Offer. you have signed Box [2],
you will be deemed to have
YOU MUST THEN ALSO SIGN BOX accepted the Offer in
[2] IN THE PRESENCE OF AN respect of your entire
INDEPENDENT WITNESS AND holding of Lilliput Shares.
COMPLETE BOX [3].
- --------------------------------------------------------------------------------
+++ +++
+ + You must sign Box [2] UK CORPORATIONS--A UK
+ 2 + regardless of which other corporation must execute the
+ + Box(es) you complete. Form of Acceptance as a
+++ +++ deed, by the signatures of
INDIVIDUALS--Each signature two Directors or a Director
by an individual must be and the Secretary who should
made in the presence of one state the capacity in which
independent witness who must they sign.
also sign Box [2] where
indicated. The witness must FOREIGN CORPORATIONS--A
be 18 years of age or over. foreign corporation must
The witness must not be execute the Form of
another joint holder. The Acceptance as a deed by the
witness should state his or signature or signatures of a
her name and sign where person or persons who, in
indicated. The same witness accordance with the laws of
may witness each signature the territory in which the
of joint holders. foreign corporation was
incorporated, act under the
authority (express or
implied) of that foreign
corporation.
- --------------------------------------------------------------------------------
+++ +++
+ + To accept the Offer complete
+ 3 + Box [3] in BLOCK CAPITALS
+ + with the full name and
+++ +++ address of the registered
holder and in the case of
Lilliput Shares jointly
held, the full name and
address of the first-
registered holder together
with the names and addresses
of all joint holders.
Please enter a daytime
telephone number in the box
provided where you may be
contacted in the event of a
query regarding the
completion of this Form.
- --------------------------------------------------------------------------------
+++ +++
+ + If you want the
+ 4 + consideration and/or other
+ + documents to be sent to
+++ +++ someone other than the
first-registered holder at
the address set out in Box
[3] (e.g. your bank manager
or stockbroker), you should
also complete Box [4].
- --------------------------------------------------------------------------------
PAGE 3
+++ +++
+ For Stock Exchange or +
+ Registrar's use +
+++ +++
PLEASE COMPLETE THIS FORM AS EXPLAINED ON PAGE 2
The provisions of the Offer Document are incorporated in
and form part of this Form of Acceptance.
TO ACCEPT THE OFFER COMPLETE BOXES [1] AND [3] AND SIGN BOX [2]
- ------------------------------------------------------------------------
+++ +++ Please insert the number +++ +++
+ + of Lilliput Shares in respect + Number of +
+ 1 + of which you wish to accept + Lilliput +
+ + the Offer. + Shares +
+++ +++ +++ +++
- ------------------------------------------------------------------------
+++ +++ SIGN BELOW TO ACCEPT THE OFFER
+ +
+ 2 + Signed as a deed by: In the presence of:
+ + -------------------- -------------------
+++ +++
1. ................. ................ ................
Signature of Signature of Name of
individual witness witness
2. ................. ................ ................
Signature of Signature of Name of
individual witness witness
3. ................. ................ ................
Signature of Signature of Name of
individual witness witness
4. ................. ................ ................
Signature of Signature of Name of
individual witness witness
Executed as a deed by:
----------------------
................... ................ ................
Name of Signature of Name of
corporation Director Director
................ ................
Signature of Name of second
second Director/Secretary
Director/Secretary (delete as
(delete as appropriate)
appropriate)
- ------------------------------------------------------------------------
+++ +++ FULL NAME(S) AND ADDRESS(ES) (TO BE COMPLETED IN BLOCK
+ + CAPITALS)
+ 3 +
+ + First holder
+++ +++ ------------
1. Forename(s)............ 3. Forename(s)..............
Surname Surname
(Mr/Mrs/Miss/Title)....... (Mr/Mrs/Miss/Title).........
Full address.............. Full address................
.......................... ............................
.......................... ............................
Postcode.................. Postcode....................
Joint holders
-------------
2. Forename(s)............ 4. Forename(s)..............
Surname Surname
(Mr/Mrs/Miss/Title)....... (Mr/Mrs/Miss/Title).........
Full address.............. Full address................
.......................... ............................
.......................... ............................
Postcode.................. Postcode....................
+++ +++
+ +
+ PLEASE INSERT YOUR DAYTIME TELEPHONE +
+ NUMBER IN CASE OF QUERY: +
+++ +++
- ------------------------------------------------------------------------
+++ +++ +++ +++
+ + + Please complete this Box if you wish the consideration +
+ 4 + + and/or other documents to be sent to someone other +
+ + + than the first-registered holder at the address set +
+++ +++ + out in Box [3] +
+ +
+ Name................................................... +
+ Address................................................ +
+ ......................................Postcode......... +
+++ +++
(TO BE COMPLETED IN BLOCK CAPITALS)
FOR OFFICE
USE ONLY
- -------------
H
- -------------
C
- -------------
Q
- -------------
ACCEPTANCE
NO.
- -------------
SHARES
ACCEPTED
- -------------
CASH
CONSIDERATION
(POUNDS)
- -------------
CHEQUE
NO.
- -------------
Page 4
ADDITIONAL NOTES REGARDING THE COMPLETION OF THIS FORM.
IN ORDER TO BE EFFECTIVE THIS FORM MUST, EXCEPT AS MENTIONED BELOW, BE SIGNED
AS A DEED BY THE REGISTERED HOLDER OR, IN THE CASE OF A JOINT HOLDING, BY ALL
THE JOINT HOLDERS, OR UNDER A POWER OF ATTORNEY AND IN ACCORDANCE WITH THE
NOTES ON PAGE 2. A CORPORATION MUST EXECUTE THIS FORM AS A DEED IN ACCORDANCE
WITH THE NOTES ON PAGE 2.
In order to avoid delay and inconvenience to yourself, the following points may
assist you:-
1.IF A HOLDER IS AWAY FROM HOME (E.G. ABROAD OR ON HOLIDAY)
Send this Form by the quickest means (e.g. air mail), but not into the
United States or Canada, to the holder for execution or, if he has
executed a power of attorney, have this Form signed by the attorney. In
the latter case, the power of attorney should be lodged with this Form
for noting. NO OTHER SIGNATURES ARE ACCEPTABLE.
2.IF YOU HAVE SOLD ALL YOUR HOLDING
You should at once send this Form and the Offer Document to the
stockbroker, bank or other agent through whom the sale was effected for
transmission to the purchaser.
3.IF THE SOLE HOLDER HAS DIED
If probate or letters of administration have been registered with
Lilliput, this Form must be signed by the personal representative(s) of
the deceased.
If probate or letters of administration have been granted but have not
been registered with Lilliput, the personal representative(s) should
sign this Form and forward it to The Royal Bank of Scotland plc,
Registrar's Department, New Issues Section at one of the addresses given
below with the share certificate(s) and with a sealed copy of the
probate or letters of administration as soon as possible.
If probate or letters of administration have not been granted, the
personal representative(s) should sign this Form and forward it to The
Royal Bank of Scotland plc, Registrar's Department, New Issues Section
at one of the addresses given below with the share certificate(s).
However, a sealed copy of the probate or letters of administration must
be lodged with The Royal Bank of Scotland plc, Registrar's Department,
New Issues Section at one of the addresses given below before the
consideration due under the Offer can be forwarded to the personal
representative(s).
4.IF ONE OF THE JOINT HOLDERS HAS DIED
This Form is valid if signed by all the surviving joint holders and
lodged with the death certificate, probate or letters of administration
of the deceased.
5.IF THE SHARE CERTIFICATE(S) IS/ARE HELD BY YOUR STOCKBROKER OR OTHER AGENT
If your share certificate(s) and/or other document(s) of title are with
your stockbroker or other agent, you should complete this Form and
arrange for it to be lodged by such agent with the relevant document(s).
If the share certificate(s) is/are not readily obtainable, lodge this
Form duly completed together with a note saying e.g. "certificate(s) to
follow", and arrange for the certificate(s) to be forwarded as soon as
possible thereafter. It is helpful for your agent to be informed of the
full terms of the Offer.
6.IF THE SHARE CERTIFICATE HAS BEEN LOST
Complete and lodge this Form together with a letter of explanation and
any certificate(s) available, with The Royal Bank of Scotland plc,
Registrar's Department, New Issues Section at one of the addresses given
below. You should then write to the Registrars of Lilliput, The Royal
Bank of Scotland plc, Securities Services--Registrars, Owen House, 8
Bankhead Crossway North, Edinburgh EH11 4BR for a letter of indemnity
which should be completed in accordance with the instructions given.
When completed, the letter of indemnity must be lodged with The Royal
Bank of Scotland plc, Registrar's Department, New Issues Section at one
of the addresses given below.
7.IF YOUR NAME OR OTHER PARTICULARS ARE SHOWN INCORRECTLY ON THE SHARE
CERTIFICATE, E.G.:
(a) name on the certificate...................................James Smith
correct name.............................................James Smythe
complete and lodge this Form with the correct name and accompanied by a
letter from your stockbroker, bank or solicitor confirming that the
person described on the certificate and the person who has signed this
Form are one and the same;
(b)incorrect address
write the correct address on this Form;
(c)change of name
lodge your Marriage Certificate or the deed poll with this Form for noting.
THE CONSIDERATION DUE TO YOU UNDER THE OFFER CANNOT BE SENT TO YOU UNTIL ALL
RELEVANT DOCUMENTS HAVE BEEN PROPERLY COMPLETED AND LODGED EITHER BY POST WITH
THE ROYAL BANK OF SCOTLAND PLC, REGISTRAR'S DEPARTMENT, NEW ISSUES SECTION, PO
BOX 859, CONSORT HOUSE, EAST STREET, BEDMINSTER, BRISTOL BS99 1XZ OR BY HAND
ONLY WITH THE ROYAL BANK OF SCOTLAND PLC, REGISTRAR'S DEPARTMENT, NEW ISSUES
SECTION, 15 FEATHERSTONE STREET, LONDON EC1Y 8QS.
Printed by RR Donnelley Financial--16078