Exhibit 18
Strictly Private and Confidential
To: Ohsea Holdings Limited
Marine Court
The Parade
Cowes
Isle of White
P031 7QJ
(Newco)
14th April, 2003
Dear Sirs
Proposed scheme of arrangement in relation to Professional Staff plc (the
Company)
This letter sets out the terms on which the Company would be prepared to pay a
fee to Newco in connection with the proposed scheme of arrangement under section
425 of the Companies Act 1985 (the Scheme) whereby Newco will acquire all of the
issued share capital of the Company.
Newco has informed the Company that it is not willing to proceed with the
preparations required to enable Newco to announce an Offer (as defined below),
unless an agreement is entered into by Newco and the Company on the terms set
out below.
(a) Subject to and in consideration of Newco announcing a firm intention to
acquire all of the issued and to be issued share capital (including any
shares represented by American depository receipts) of the Company pursuant
to the Scheme no later than 6p.m. on 8th April, 2003 at a price of not less
than US$2.10 per share, in the form of the attached draft press
announcement (the Press Announcement) (an Offer), and as an inducement and
pre-condition to Newco releasing the Press Announcement, the Company agrees
that, subject to the approval of the Panel on Takeovers and Mergers, and to
the extent lawful, it will pay to Newco a fee equal to the lesser of
$240,000 and 1 per cent. of the value of the Company (calculated by
reference to the offer price of US$2.10 per share) in cash (the "Fee")
within 5 business days of the first to occur of any of the Relevant
Circumstances described below.
(b) The Relevant Circumstances for the purposes of this letter are where the
Offer is withdrawn (whether before or after posting to shareholders of the
Company of the document which will contain details of the Offer (the Offer
Document)) or fails to become effective for whatever reason, and prior to
such withdrawal or failure:
(i) any person or entity (other than Newco or any person acting in concert
with Newco, as such term is defined in the City Code on Takeovers and
Mergers (the Code)) makes a Competing Offer (as defined below) which
becomes unconditional in all respects;
(ii) the independent committee of the board, withdraws or modifies, in a
manner adverse to the Offer, its recommendation to the Company's
shareholders in respect of the Offer; or
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(iii) the independent committee of the board of directors of the Company
fails to take the following actions to ensure that the Offer is
proposed to the shareholders of the Company and such failure results
in the Offer failing to become effective:
(aa) the issue of claim form in the High Court (the Court) in relation
to the Scheme by no later than 13 May 2003;
(bb) the convening of an extraordinary general meeting of the Company
(the EGM) in connection with the Scheme by no later than 13 May
2003;
(cc) provided that Newco has supplied all the information required to
be disclosed in the Offer Document on Newco as an offeror under
the Code and any applicable law or regulation of the United
Kingdom or the United States of America, the despatch of the
Offer Document and notices of the court meeting to be convened by
the Court in connection with the Scheme (the Court Meeting) and
the EGM by no later than 13 May 2003;
(dd) procuring reasonable access for Newco and its professional
advisers to the Company's registrar in connection with the Offer;
(ee) following the Court Meeting and the EGM, the presentation to the
Court of the Petition in relation to the Scheme within 10
business days of the Court Meeting and EGM; and
(ff) the filing of an office copy of the Court Order sanctioning the
Scheme with the Registrar of Companies within 3 business days of
the grant of the Court Order.
Relevant Circumstances shall also include where the board of directors of
the Company fails both (i) to withdraw the Scheme at Newco's request and
(ii) to recommend a takeover bid by Newco for the Company on no less
favourable terms than the withdrawn Scheme, PROVIDED THAT for the avoidance
of doubt, this paragraph shall have no effect unless Newco makes a takeover
bid for the Company on no less favourable terms.
(c) For the purposes of this letter, a Competing Offer means an offer or
proposal (however effected, including by means of a scheme of arrangement)
to acquire in excess of 50% of the voting rights attributable to the issued
ordinary share capital of the Company (including any shares represented by
American depositary receipts) which is made by a person or entity other
than Newco or any person acting in concert with Newco and which involves
either a cash offer (or a cash alternative to a securities exchange offer)
at a price in excess of US$2.10 per ordinary share of the Company or a
securities exchange offer (without a cash alternative) the value of which
on the day of announcement exceeds US$2.10 per ordinary share of the
Company.
(d) Should the offer for the Company by Newco be implemented by takeover offer
rather than through the Scheme, this letter shall continue to apply mutatis
mutandis to the extent applicable.
(e) It is agreed that nothing in this letter constitutes an offer by Newco for
any shares in the Company or is intended to commit or bind Newco to make
any such offer. This letter and any agreement entered in to pursuant to it
will cease to be of effect, and no Fee will become payable, in the event
that Newco fails to announce the Scheme, substantially in the form of the
Press Announcement, by no later than 6p.m.(BST) on 15 April 2003.
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(f) Any formal communication under or in connection with this letter must be in
writing
(g) This letter is governed by and will be construed in accordance with English
law.
Please confirm your agreement by signing and returning to us a copy of this
letter.
Yours faithfully
JERRY BENJAMIN
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for and on behalf of Professional Staff plc
Agreed and accepted
ANDREW WILSON
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for and on behalf of Ohsea Holdings Limited
Date 14 April 2003
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