Exhibit 2(g)
NOTICE TO OPTIONHOLDERS
UNDER THE
LILLIPUT GROUP PLC EXECUTIVE SHARE OPTION SCHEME
(THE "EXECUTIVE SCHEME")
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A takeover offer ("the Offer") was made on 9th September, 1994 by Goldman
Sachs International on behalf of Stanhome plc ("Stanhome") for the whole of
the issued and to be issued ordinary share capital of Lilliput Group plc
("the Company").
Stanhome has, within 4 months of making the Offer, acquired or contracted
to acquire not less than nine-tenths in value of the shares of the Company
to which the Offer relates. Stanhome gives notice under rule 6.2 of the
Executive Scheme that it now intends to exercise its right under section
429 Companies Act 1985 compulsorily to acquire shares in the Company.
Pursuant to Rule 6.2 of the Executive Scheme your option will remain
exercisable until 12th November, 1994 and shall thereafter lapse and cease
to be of any further value.
Signed [SIGNATURE OF G. WILLIAM SEAWRIGHT APPEARS HERE]
Director of Stanhome plc
Date: 11th October, 1994
All enquiries or communications in connection with the above notice should
be addressed 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. Telephone number: 0117 937 0666.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. WHEN
CONSIDERING WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED IMMEDIATELY TO
SEEK YOUR OWN FINANCIAL ADVICE FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR,
ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE
FINANCIAL SERVICES ACT 1986. THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH
THE ACCOMPANYING FORM OF ACCEPTANCE AND SURRENDER AND THE OFFER DOCUMENT, A
COPY OF WHICH HAS ALREADY BEEN SENT TO YOU.
NEITHER THIS DOCUMENT NOR THE OFFER DOCUMENT NOR ANY DOCUMENT IN CONNECTION
WITH EITHER MAY BE DISTRIBUTED OR SENT IN, INTO OR FROM, THE UNITED STATES AND
DOING SO MAY RENDER INVALID ANY PURPORTED ACCEPTANCE.
LILLIPUT GROUP plc,
SKIRSGILL, PENRITH, CUMBRIA CA11 0DP
TO THE HOLDERS OF OPTIONS UNDER THE
LILLIPUT GROUP PLC EXECUTIVE SHARE OPTION SCHEME
11th October, 1994
DEAR OPTIONHOLDER,
RECOMMENDED CASH OFFER ON BEHALF OF STANHOME PLC ("STANHOME")
A SUBSIDIARY OF STANHOME INC.
FOR
LILLIPUT GROUP PLC ("LILLIPUT")
I refer to the offer (the "Offer") which has been made on behalf of Stanhome to
acquire the whole of the issued and to be issued share capital of Lilliput. A
copy of the Offer document was sent to you on 9th September, 1994 and the Offer
was declared unconditional in all respects on 3rd October, 1994.
Appendix I to this document sets out the courses of action available to you and
Appendix II summarises the tax implications of those courses of action.
In the accompanying letter to you from Stanhome, you will find details of a
separate offer to you by Stanhome under which you may surrender your option for
a cash payment (the "Proposal"). You will also find a notice of Stanhome's
intention to exercise rights of compulsory acquisition pursuant to section 429
of the Companies Act 1985 indicating what will happen to the shares acquired if
you choose to exercise your option and do not take up the Proposal.
If you have any questions in respect of the Offer as it affects your option
please contact Rob Freestone, the Company Secretary, on 01768 212 670.
THE BOARD OF LILLIPUT, WHICH HAS BEEN SO ADVISED BY NATWEST MARKETS, CONSIDERS
THE TERMS OF THE PROPOSAL TO BE FAIR AND REASONABLE.
The decision as to which course of action to take is a matter for you alone.
However, failure to take any action may result in your option lapsing and
becoming worthless.
YOURS SINCERELY,
[SIGNATURE OF JOHN A. RUSSELL APPEARS HERE]
J A RUSSELL
CHAIRMAN
STANHOME PLC
11th October, 1994
To participants in The Lilliput Group plc Executive Share Option Scheme (the
"Executive Scheme")
DEAR OPTIONHOLDER,
RECOMMENDED CASH OFFER ON BEHALF OF STANHOME PLC ("STANHOME")
A SUBSIDIARY OF STANHOME INC.
FOR
LILLIPUT GROUP PLC ("LILLIPUT")
You will have received a copy of the Offer Document in which it was stated that
a cash cancellation proposal would in due course be put to Optionholders under
the Lilliput Share Option Schemes who have not exercised their options during
the Offer Period. On 3rd October, 1994 the Offer was declared wholly
unconditional and Stanhome now controls over 90 per cent. of the issued and to
be issued shared capital of Lilliput which is the subject of the Offer. You
will see from Appendix I to this document, on page 4 of this document, the
alternative courses of action available to holders of options under the
Executive Scheme. We are writing to propose to you the separate offer under
which you may surrender your option for a cash payment (the "Proposal").
THE PROPOSAL
Under the Proposal, you may elect to surrender your option in return for a cash
payment. This may assist Optionholders who do not wish to raise the funds
necessary to pay for the exercise of their options to the extent that such
exercise is permitted by the rules of the Executive Scheme.
We hereby offer to pay you a cash payment in consideration of the surrender of
any option held by you. The cash sum will be calculated by multiplying the
number of Lilliput Shares over which such option would be exercisable, were it
to be validly exercised on the date upon which the completed Form relating to
your option is received, by 160p and deducting therefrom the total subscription
price which would have been payable on exercise of the option.
If you accept the Proposal you will avoid the two-stage process of having to
exercise your option and subsequently having to sell your shares to Stanhome.
WORKED EXAMPLE OF THE PROPOSAL
An Optionholder who surrenders an option over 10,000 Lilliput Shares
exercisable at 135p per Lilliput Share would receive the following
consideration under the Proposal:-
(Pounds)
Cash sum 10,000 X 160p 16,000
less 10,000 X 135p (13,500)
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Net cash sum 2,500
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No account has been taken of any liability to taxation in the above example.
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TAXATION
You should note that by electing to surrender your option in accordance with
the Proposal you will be subject to income tax in the current year of
assessment at your highest marginal rate on the proceeds of surrender of your
option (that is, on the net cash sum which you receive). If you were to
exercise your option in accordance with the terms of the Executive Scheme, to
the extent that such exercise is permitted by the Rules of the Executive
Scheme, rather than accept the Proposal, the tax consequences are likely to be
essentially the same.
IF YOU ARE IN ANY DOUBT ABOUT YOUR TAX POSITION YOU ARE ADVISED TO CONSULT A
PROFESSIONAL TAX ADVISER IMMEDIATELY.
PROCEDURE FOR ACCEPTANCE OF THE PROPOSAL
To accept the Proposal you must complete the accompanying Form. This should be
signed and returned with the relevant option certificate as soon as possible,
but in any event so as to reach Rob Freestone at Lilliput Group plc, Skirsgill,
Penrith, Cumbria CA11 0DP not later than close of business on 12th November,
1994. The Proposal will close at close of business on 12th November, 1994
unless Stanhome has previously agreed to extend this time limit.
SETTLEMENT
SETTLEMENT WILL NOT BE MADE UNTIL AFTER RECEIPT OF A VALID COMPLETED FORM AND
YOUR OPTION CERTIFICATE.
IF YOU ACCEPT THE PROPOSAL AND YOUR VALIDLY COMPLETED FORM AND OPTION
CERTIFICATE ARE RECEIVED NOT LATER THAN 14TH OCTOBER, 1994 A CHEQUE WILL BE
DESPATCHED TO YOU ON OR BEFORE 21ST OCTOBER, 1994. OTHERWISE, CHEQUES WILL BE
DESPATCHED NOT LATER THAN 21 DAYS AFTER RECEIPT OF A VALID AND COMPLETED FORM
AND YOUR OPTION CERTIFICATE.
COMPULSORY ACQUISITION
You will find enclosed a notice of our intention to exercise rights of
compulsory acquisition pursuant to section 429 of the Companies Act 1985 as
regards all Lilliput Shares. Pursuant to Rule 6.2 of the Executive Scheme your
option will remain exercisable until 12th November, 1994 and shall thereafter
lapse and cease to be of any further value.
To the extent that options are exercisable under the rules of the Executive
Scheme, the Lilliput Shares issued pursuant to such exercise will be
compulsorily acquired under section 429 of the Companies Act 1985.
The tax consequences of this course of action are set out in Appendix II to
this document.
YOURS FAITHFULLY
[SIGNATURE OF G. WILLIAM SEAWRIGHT APPEARS HERE]
FOR STANHOME PLC
Broadwalk House, 5 Appold Street, London EC2A 2HA
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APPENDIX I
1. INTRODUCTION
The definitions set out in Appendix III are used in this description of your
rights.
The Offer made on behalf of Stanhome for Lilliput is to pay 160 pence in cash
for each Lilliput Share over which an option is held by you.
The following courses of action are open to you under and subject to the Rules
of the Executive Scheme:-
(i) you may take up the Proposal set out in the accompanying letter from
Stanhome; or
(ii) you may exercise your option and become a Lilliput Shareholder. The
Lilliput Shares issued pursuant to such exercise will then be compulsorily
acquired by Stanhome. You have a limited period in which to exercise your
option if you are permitted to do so under the rules of the Executive
Share Scheme. This is explained in paragraph 3 below; or
(iii) you may do nothing in which case your options will lapse on 12th November,
1994 and cease to be of any further value.
The taxation consequences of these courses of action are set out in Appendix
II.
2. THE PROPOSAL
Stanhome is offering you a cash sum in consideration of the cancellation of
your option. The terms and conditions of the Proposal are set out in the
accompanying letter.
For each Lilliput Share over which an option is held by you in respect of which
you accept the Proposal, you will be paid 160p less the exercise price per
share of your option.
3. EXERCISE OF OPTIONS
To the extent that you are permitted to exercise your options and become a
Lilliput Shareholder, you should be aware that pursuant to Rule 6.2 of the
Executive Scheme your right to exercise your options will cease on 12th
November, 1994, as Stanhome has exercised its rights under section 429 of the
Companies Act 1985 compulsorily to acquire any remaining Lilliput Shares. Any
option not exercised by then will lapse and cease to be of any further value.
If you exercise your option the Lilliput Shares issued pursuant to such
exercise will be compulsorily acquired on the terms set out in the Offer
Document by Stanhome under section 429 of the Companies Act 1985.
Further details of the Offer are given in the Offer Document.
4. IF YOU TAKE NO ACTION
If you take no action, your option will lapse on 12th November, 1994.
5. TAXATION
A summary of the tax implications of the courses of action described above is
set out in Appendix II. The precise implications for you will, however, depend
on your particular circumstances. If you are in any doubt, you should consult a
professional tax adviser.
6. GENERAL
If you have any questions concerning the proposals set out in this document,
you should refer them to Rob Freestone at Lilliput.
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APPENDIX II
TAXATION
The following is a summary of the likely United Kingdom taxation implications
of the courses of action described in this letter for optionholders resident
for tax purposes in the United Kingdom. The precise implications for you will,
however, depend on your particular circumstances and, if you are in any doubt
as to your tax position, you should consult a professional adviser. This
applies in particular to any optionholder not resident or ordinarily resident
for tax purposes in the United Kingdom.
You should also refer to the taxation paragraphs of the Offer Document for
general taxation information relating to the Offer.
1. ACCEPTANCE OF THE PROPOSAL (IE CASH CANCELLATION OF OPTIONS)
If you accept the Proposal you will be subject to income tax on the value of
the consideration you receive (that is, the cash sum) in return for cancelling
your option.
2. EXERCISE OF OPTIONS AND COMPULSORY ACQUISITION
If you exercise your option you will be subject to income tax on the amount by
which the market value of the Lilliput Shares acquired on exercise of your
options exceeds the option exercise price.
If you exercise your option, the Lilliput Shares issued pursuant to such
exercise will be compulsorily acquired by Stanhome on the terms set out in the
Offer Document. You may, depending on your personal circumstances, be liable
for Capital Gains Tax, ("CGT").
The amount of any gain chargeable to CGT will be based on the proceeds of sale
of your Lilliput Shares less your allowable acquisition costs of those shares.
The allowable acquisition cost of your shares will equal the market value of
the shares on the date of exercise.
Liability to CGT is particularly dependent on your personal circumstances. You
should be aware that if you already hold Lilliput Shares, the disposal of
those shares may trigger an overall CGT liability even though some of the
shares forming part of the pool have been acquired at full market value.
You will only be liable to CGT to the extent that your total chargeable gains
(less allowable capital losses) for the entire tax year 1994/95 exceed the
annual exempt amount which is, for individuals, (Pounds)5,800 for the tax year
1994/95.
3. TAX RETURNS
IF YOU HAVE TO PAY INCOME TAX ON MONEY RECEIVED WHEN YOU EXERCISE YOUR OPTION
OR ACCEPT THE PROPOSAL YOU MUST GIVE DETAILS OF THE MONEY RECEIVED ON YOUR
INCOME TAX RETURN FOR THE TAX YEAR ENDING 5TH APRIL, 1995. IF YOU DO NOT
NORMALLY COMPLETE AN INCOME TAX RETURN IT IS INCUMBENT UPON YOU TO DO SO IN
RESPECT OF THIS ADDITIONAL INCOME.
YOU ARE STRONGLY ADVISED TO PUT ASIDE SUFFICIENT MONEY TO ENABLE YOU TO MEET
THE INCOME TAX WHICH YOU MAY BE REQUIRED TO REPAY IN DUE COURSE.
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APPENDIX III
1. In this document and the accompanying Form, the following expressions have
the following meanings unless the context requires otherwise:-
"Lilliput Share Option together, the Executive Scheme and The Lilliput
Schemes" Group plc Savings-Related Share Option Scheme;
"Form" the Form of Acceptance and Surrender enclosed
with this document;
"Lilliput" Lilliput Group plc;
"Lilliput Shares" the fully-paid ordinary shares of 5 pence each
in Lilliput;
"Offer Document" the offer document dated 9th September, 1994
containing the Recommended Cash Offer;
"Optionholders" holders of options under the Executive Scheme;
"Recommended Cash Offer" the recommended cash offer made by Goldman
Sachs on behalf of Stanhome to acquire Lilliput
Shares as set out in the Offer Document;
"Stanhome" Stanhome plc, a wholly owned subsidiary of
Stanhome Inc.
Save as aforesaid, the definitions used in the Offer Documents also apply in
this document and the Form.
2. The Form, including the instructions and notes thereon, shall be deemed an
integral part of the Proposal.
3. Accidental omission to despatch this document to, or any failure to receive
the same by, any person to whom the Proposal is made or should be made,
shall not invalidate the Proposal in any way.
4. Acceptances will not be acknowledged. All documents or remittances sent by
or to an acceptor, or as he may direct, will be sent through the post at his
risk.
5. The Proposal and acceptance shall be governed by and construed in accordance
with English law.
6. All acceptances of the Proposal will be irrevocable.
7. NatWest Markets has given and not withdrawn its consent to the issue of this
document with the reference to its name in the form and context in which it
appears.
8. The issue of this document has been approved by a duly authorised committee
of the Board of Stanhome. The directors of Stanhome accept responsibility
for the information contained in this document (other than that relating to
Lilliput) and, to the best of the knowledge and belief of such directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this document, for which they take responsibility
is in accordance with the facts and does not omit anything likely to affect
the import of such information.
9. The issue of this document has been approved by a duly authorised committee
of the Board of Lilliput. The directors of Lilliput accept responsibility
for the information contained in this document regarding Lilliput and, to
the best of the knowledge and belief of such directors (who have taken all
reasonable care to ensure that such is the case), the information contained
in this document for which they take responsibility is in accordance with
the facts and does not omit anything likely to affect the import of such
information.
10. So far as the directors of Stanhome and the directors of Lilliput are aware,
there has been no material change to the information contained in the Offer
Document.
11. The copy of the Rules of the Lilliput Share Option Schemes will be available
for inspection at Ashurst Morris Crisp, Broadwalk House, 5 Appold Street,
London EC2A 2HA during normal business hours on all weekdays (Saturdays and
public holidays excepted) until 12th November, 1994.
12. Goldman Sachs International, a member of The Securities and Futures
Authority, has approved the contents of this letter for the purposes of
Section 57 of the Financial Services Act 1986.
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Printed by RR Donnelley Financial, 39238