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Exhibit 99.2
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NOTICE OF GUARANTEED DELIVERY
FOR 11 1/2% SENIOR SUBORDINATED NOTES DUE 2007
OF SPARKLING SPRING WATER GROUP LIMITED
As set forth in the Prospectus, dated _____________, 1997 (the
"Prospectus"), of Sparkling Spring Water Group Limited (the "Issuer"), and in
the accompanying Letter of Transmittal and instructions thereto (the "Letter of
Transmittal"), holders who wish to tender their 11 1/2% Senior Subordinated
Notes due 2007 of the Issuer (the "Private Notes"), and (i) whose Private Notes
are not immediately available, or (ii) who cannot deliver their Private Notes,
the Letter of Transmittal or any other required documentation to the Exchange
Agent prior to the Expiration Date (as hereinafter defined), may effect a tender
if: (a) tender is made through an Eligible Institution; (b) prior to the
Expiration Date, the Exchange Agent receives from such Eligible Institution this
properly completed and duly executed Notice of Guaranteed Delivery (by facsimile
transmission (receipt confirmed by telephone and an original delivered by
guaranteed overnight courier), mailed or hand delivery) setting forth the name
and address of the holder, the certificate number(s) of such Private Notes and
the principal amount of the Private Notes being tendered, stating that the
tender is being made hereby and guaranteeing that, within five New York Stock
Exchange trading days after the Expiration Date, the Letter of Transmittal (or a
facsimile thereof) together with the certificate(s) representing the Private
Notes (or a Book-Entry Confirmation), as the case may be, and any other
documentation required by the Letter of Transmittal will be deposited by the
Eligible Institution with the Exchange Agent; and (c) such properly completed
and executed Letter of Transmittal (or a facsimile thereof), as well as the
certificate(s) representing all tendered Private Notes in proper form for
transfer or a Book-Entry Confirmation, as the case may be, and all other
documentation required by the Letter of Transmittal, are received by the
Exchange Agent within five New York Stock Exchange trading days after the
Expiration Date. This Notice of Guaranteed Delivery may be delivered or
transmitted by facsimile transmission (receipt confirmed by telephone and an
original delivered by guaranteed overnight courier), mail or hand delivery to
the Exchange Agent as set forth below. See "The Exchange Offer -- Procedures for
Tendering" section of the Prospectus. Capitalized terms used herein but not
defined herein have the respective meanings given to them in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_______________, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF
PRIVATE NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
THE EXCHANGE AGENT: ____________________
By Hand or Overnight Facsimile Transmissions: By Registered Or
Delivery: Certified Mail:
(Eligible Institutions Only)
(212) ____________
To Confirm by Telephone or
for Information Call:
(212) ________
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE
TRANSMISSION, MAIL OR HAND DELIVERY, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
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The undersigned hereby tender(s) to the Issuer, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the aggregate principal
amount of Private Notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus.
The undersigned understands that tenders of Private Notes pursuant to the
Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on the
Expiration Date. Tenders of Private Notes may also be withdrawn if the Exchange
Offer is terminated without any such Private Notes being exchanged thereunder or
as otherwise provided in the Prospectus.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
PLEASE COMPLETE AND SIGN
Signature(s) of Registered Owner(s) Name(s) of Registered Holder(s):_________
or Authorized Signatory:___________ _________________________________________
___________________________________ _________________________________________
___________________________________
Principal Amount of Private Address:_________________________________
Notes tendered:
___________________________________
Certificate No(s). of Private Notes Area Code and Telephone No.:_____________
(if available):
___________________________________
___________________________________
If Private Notes will be delivered by
book-entry transfer at The Depository
Trust Company, insert Depository Account
No.:
Date:______________________________ _________________________________________
This Notice of Guaranteed Delivery must be signed by the holder(s) of Private
Notes exactly as its (their) name(s) appear on certificates for Private Notes or
on a security position listing as the owner of Private Notes, or by person(s)
authorized to become holder(s) by endorsements and documents transmitted with
this Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must provide the following
information.
Please print name(s) and address(es)
Name(s): _______________________________________
Capacity: _______________________________________
Address(es): _______________________________________
_______________________________________
_______________________________________
Do not send Private Notes with this form. Private Notes should be sent to the
Exchange Agent together with a properly completed and duly executed Letter of
Transmittal.
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. or a
commercial bank of trust company having an office or a correspondent in the
United States, hereby (a) represents that each holder of Private Notes on whose
behalf this tender is being made "own(s)" the Private Notes covered hereby
within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as
amended, (b) represents that such tender of Private Notes complies with such
Rule 14e-4, and (c) guarantees that, within five New York Stock Exchange trading
days after the Expiration Date, a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof), together with certificates representing
the Private Notes covered hereby in proper form for transfer (or confirmation of
the book-entry transfer of such Private Notes into the Exchange Agent's account
at The Depository Trust Company, pursuant to the procedure for book-entry
transfer set forth in the Prospectus) and required documents will be deposited
by the undersigned with the Exchange Agent.
The undersigned acknowledges that it must deliver the Letter of
Transmittal and Private Notes tendered hereby to the Exchange Agent within the
time period set forth above and that failure to do so could result in financial
loss to the undersigned.
Name of Firm:___________________________________________________________________
Authorized Signature
Address:______________________________ Name:_______________________________
Title:______________________________
______________________________________ Date:_______________________________
Area Code and Telephone No.:__________
* Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
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