FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of December
Commission File Number
WATERFORD WEDGWOOD PLC
(Translation of registrant's name into English)
1/2 UPPER HATCH ST, DUBLIN 2, IRELAND
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F..X.. Form 40-F.....
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No ..X...
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- ________
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
CANADA, AUSTRALIA OR JAPAN
WATERFORD WEDGWOOD PLC
RECOMMENDED CASH OFFER FOR ROYAL DOULTON plc
Summary
* Waterford Wedgwood plc ("Waterford Wedgwood") announces the terms of a
recommended cash offer to be made by or on behalf of Waterford Wedgwood U.K.
plc ("Waterford Wedgwood UK"), a subsidiary of Waterford Wedgwood, for the
entire issued and to be issued ordinary share capital of Royal Doulton plc
("Royal Doulton") under which Royal Doulton Shareholders will be offered 12p
in cash for each Royal Doulton Share (the "Offer").
* The Offer values the whole of the issued share capital of Royal Doulton at
approximately GBP 39.9 million (EUR 57.8 million).
* The Offer represents a premium of approximately 43 per cent. to the closing
middle-market price of 8.38 pence per Royal Doulton Share on 20 October 2004
(the day before Waterford Wedgwood and Royal Doulton announced they were in
talks regarding a potential offer for Royal Doulton).
* The Waterford Wedgwood Group currently holds 70,339,352 Royal Doulton Shares
representing approximately 21.16 per cent. of Royal Doulton's issued share
capital. These Royal Doulton Shares will not be the subject of the Offer.
* Waterford Wedgwood UK has received irrevocable undertakings to accept (or
procure acceptances of) the Offer from:
(i) the directors of Royal Doulton in respect of their aggregate holdings of
7,214,235 Royal Doulton Shares, representing approximately 2 per cent.
of Royal Doulton's issued share capital and, in respect of, in
aggregate, 5,000,000 Royal Doulton Options and such of the 4,900,000
Royal Doulton Shares subject to LTIP awards which are acquired by the
Royal Doulton Directors pursuant to vesting of such awards; and,
(ii) Sir Anthony O'Reilly, Chairman of Waterford Wedgwood (through Indexia
Holdings Limited, a company which he wholly controls) and Mr Peter John
Goulandris, Deputy Chairman of Waterford Wedgwood (through Cantique
Holdings Limited, a company which he wholly controls) in respect of
their aggregate holdings of 13,250,000 Royal Doulton Shares,
representing approximately 4 per cent. of Royal Doulton's issued share
capital.
* The Waterford Wedgwood Group therefore owns, or Waterford Wedgwood UK has
received irrevocable undertakings to accept the Offer in respect of, a total
of 90,803,587 Royal Doulton Shares, representing approximately 27 per cent.
of Royal Doulton's issued share capital.
* In view of its size, the Offer is conditional, inter alia, on Waterford
Wedgwood shareholder approval.
Commenting on the Offer, Sir Anthony O'Reilly, Chairman of Waterford Wedgwood,
said:
"We are pleased to formalise this offer first outlined to our shareholders in
October. As I said at the time, this acquisition would transform Waterford
Wedgwood. The benefits are immediately apparent. We can add Royal Doulton's
revenues to our own revenues without greatly increasing our costs."
Commenting on the Offer, Hamish Grossart, Chairman of Royal Doulton, said:
"I am delighted that we have been able to agree attractive offer terms with
Waterford Wedgwood. The Enlarged Group will have outstanding people and enhanced
competitiveness in the ceramic marketplace."
This summary should be read in conjunction with the full text of the following
announcement. Appendix 2 to the following announcement contains definitions of
certain terms used in this summary and in the following announcement.
PRESS ENQUIRIES
Waterford Wedgwood plc Tel: +353 1 4781 855
Redmond O'Donoghue, Group Chief Executive Officer
Peter Cameron, Group Chief Operating Officer
Paul D'Alton, Group Chief Financial Officer
Lazard & Co., Limited Tel: +44 20 7187 2000
Nicholas Shott
David Reitman
Davy Tel: +353 1 679 6363
Hugh McCutcheon
Eugenee Mulhern
Panmure Gordon (UK Brokers) Tel: +44 20 7187 2000
Tim Linacre
Hugh Morgan
Powerscourt (UK/ International Media) Tel: +44 20 7236 5615
Rory Godson Tel: +44 7909 926 020
Dennehy Associates (Ireland) Tel: +353 1 676 4733
Michael Dennehy Tel: +353 87 255 6923
College Hill (Investor Relations) Tel: +44 20 7457 2020
Kate Pope Tel: +44 7798 843 276
Mark Garraway Tel: +44 7771 860 938
Royal Doulton plc Tel: +44 1782 404040
Hamish Grossart
Wayne Nutbeen
Cazenove & Co. Ltd Tel: +44 20 7588 2828
Richard Wintour
Steve Baldwin
Hudson Sandler Tel: +44 20 7796 4133
Jessica Rouleau
Lazard is acting for Waterford Wedgwood UK and Waterford Wedgwood in connection
with the Offer and no one else and will not be responsible to anyone other than
Waterford Wedgwood UK and Waterford Wedgwood for providing the protections
afforded to clients of Lazard nor for providing advice in connection with the
Offer.
Cazenove is acting for Royal Doulton in connection with the Offer and no one
else and will not be responsible to anyone other than Royal Doulton for
providing the protections afforded to clients of Cazenove nor for providing
advice in connection with the Offer.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about, and observe such restrictions. This announcement
is not for release, distribution or publication in or into Canada, Australia or
Japan or any other jurisdiction where it would be unlawful to do so.
The Offer will be made in the United States solely by Waterford Wedgwood UK.
Neither Lazard nor any of its affiliates will be making the Offer in the United
States.
The availability of the Offer to Royal Doulton Shareholders who are not resident
in the United Kingdom may be affected by the laws of the relevant jurisdictions.
Royal Doulton Shareholders who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements.
The Offer Document and the Form of Acceptance will contain important information
and will be made available to those Royal Doulton Shareholders who are able to
receive them, as a result of the laws of the jurisdictions in which they are
resident. Royal Doulton Shareholders are advised to read the Offer Document and
the Form of Acceptance (if they are permitted to receive them) when they are
sent to them.
Subject to applicable UK and United States regulatory requirements, including,
without limitation, the requirements set forth in Rule 14e-5 of Regulation 14E
under the United States Securities Exchange Act of 1934, as amended, Lazard and
Waterford Wedgwood or its nominees or its brokers (acting as agents) may from
time to time make certain purchases of, or arrangements to purchase, Royal
Doulton Shares outside the United States, other than pursuant to the Offer,
before or during the period in which the Offer remains open for acceptance.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such purchases
will be disclosed as required in the United Kingdom and under applicable
regulatory requirements (including applicable United States securities laws).
Cautionary Statement Regarding Forward Looking Statements: This announcement
contains statements about the Waterford Wedgwood Group and the Royal Doulton
Group that are or may be forward looking statements. All statements other than
statements of historical facts included in this announcement may be forward
looking statements. Any statements preceded or followed by or that include the
words "targets", "plans", "believes", "expects", "aims", "intends", "will",
"may", "anticipates" or similar expressions or the negative thereof are
forward-looking statements. Forward-looking statements include statements
relating to the following (i) future capital expenditures, expenses, revenues,
economic performance, financial condition, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and growth
of the Waterford Wedgwood Group's or the Royal Doulton Group's operations; and
(iii) the effects of government regulation on the Waterford Wedgwood Group's or
the Royal Doulton Group's business.
These forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements
of any such person, or industry results, to be materially different from any
results, performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the future. All
subsequent oral or written forward-looking statements attributable to the
Waterford Wedgwood Group or the Royal Doulton Group or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above.
WATERFORD WEDGWOOD PLC
RECOMMENDED CASH OFFER FOR ROYAL DOULTON PLC
1. Introduction
The boards of Waterford Wedgwood U.K. plc ("Waterford Wedgwood UK"), a
subsidiary of Waterford Wedgwood plc ("Waterford Wedgwood") and Royal
Doulton plc ("Royal Doulton") announce that they have agreed the terms of a
recommended cash offer to be made by or on behalf of Waterford Wedgwood UK
for the entire issued and to be issued ordinary share capital of Royal
Doulton other than (i) any Royal Doulton Shares held, or which become held,
in treasury by Royal Doulton; and, (ii) the 70,339,352 Royal Doulton Shares
already owned by the Waterford Wedgwood Group (representing approximately
21.16 per cent. of Royal Doulton's issued share capital).
The Royal Doulton Directors, who have been so advised by Cazenove, Royal
Doulton's financial adviser, consider the terms of the Offer to be fair and
reasonable. In providing its financial advice to the Royal Doulton
Directors, Cazenove has taken into account the Royal Doulton Directors'
commercial assessments of the Offer. Accordingly, the Royal Doulton
Directors have unanimously recommended that Royal Doulton Shareholders
accept the Offer, as they, and certain of their connected parties, have
irrevocably undertaken to do in respect of their aggregate holdings of
7,214,235 Royal Doulton Shares, representing approximately 2 per cent. of
Royal Doulton 's issued share capital, and in respect of, in aggregate,
5,000,000 Royal Doulton Options and such of the 4,900,000 Royal Doulton
Shares subject to LTIP awards which are acquired by the Royal Doulton
Directors pursuant to vesting of such awards.
2. The Offer
The Offer, which will be on the terms and subject to the conditions set out
below and in Appendix 1 and as set out in the Offer Document and the Form
of Acceptance, will be made on the following basis:
For each Royal Doulton Share 12p in cash
The Offer values the whole of the issued share capital of Royal Doulton
(including Royal Doulton Shares held by the Waterford Wedgwood Group as
described in paragraph 4 below, which are not the subject of the Offer) at
approximately GBP 39.9 million (EUR 57.8 million) and represents a premium
of 43 per cent. to the closing middle-market price of 8.38 pence per Royal
Doulton Share on 20 October 2004 (the day before Waterford Wedgwood and
Royal Doulton announced they were in talks regarding a potential offer for
Royal Doulton).
Royal Doulton Shares will be acquired pursuant to the Offer fully paid and
free from all liens, charges, equities, encumbrances, rights of pre-emption
and any other interests of any nature whatsoever and together with all
rights now or hereafter attaching thereto, including voting rights and the
right to receive and retain in full all dividends and other distributions
(if any) declared, made or paid on or after 15 December 2004.
The Offer is being made outside the United States by Lazard on behalf of
Waterford Wedgwood UK and in the United States by Waterford Wedgwood UK.
Royal Doulton Shareholders who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.
3. Background to and reasons for the Offer
The directors of Waterford Wedgwood UK believe that, for the following
reasons, the logic for a combination of Royal Doulton and Waterford
Wedgwood is compelling:
* First, the intended closure by Royal Doulton of its UK Nile Street
factory at Stoke-on-Trent and the transfer of production of the Royal
Doulton and Minton brands to Waterford Wedgwood's state-of-the-art
Barlaston facility would result in lower incremental costs relative to
the Nile Street costs, whilst also maximising production capacity at
Barlaston.
* Secondly, it is intended to implement a programme of rationalisation
of retail operations and integration of administration functions, both
globally and at head office levels, and to combine the Royal Doulton
and Wedgwood purchasing and sourcing activities in order to yield
further cost savings for the Enlarged Group.
* Finally, the degree to which the Royal Doulton brands complement those
of Waterford Wedgwood is important. Royal Doulton's brand recognition
in the UK is very good (as confirmed by independent market research).
The Enlarged Group would therefore benefit from a portfolio of strong
brands. The combination of the sale and distribution of the Royal
Doulton brands with those in the Waterford Wedgwood portfolio should
yield further economies.
4. Irrevocable undertakings and holdings
The Waterford Wedgwood Group currently holds 70,339,352 Royal Doulton
Shares representing, in aggregate, 21.16 per cent. of Royal Doulton's
issued share capital. These Royal Doulton Shares will not be the subject of
the Offer.
Waterford Wedgwood UK has received irrevocable undertakings to accept (or
procure acceptances of) the Offer from:
(a) the Royal Doulton Directors (for themselves and on behalf of certain
connected persons) in respect of their aggregate holdings of 7,214,235
Royal Doulton Shares, representing approximately 2 per cent. of Royal
Doulton's issued share capital and, in respect of, in aggregate,
5,000,000 Royal Doulton Options and such of the 4,900,000 Royal
Doulton Shares subject to LTIP awards which are acquired by the Royal
Doulton Directors pursuant to vesting of such awards; and
(b) Sir Anthony O'Reilly, Chairman of Waterford Wedgwood (through Indexia
Holdings Limited, a company which he wholly controls) and Mr Peter
John Goulandris, Deputy Chairman of Waterford Wedgwood (through
Cantique Holdings Limited, a company which he wholly controls) in
respect of their aggregate holdings of 13,250,000 Royal Doulton
Shares, representing approximately 4 per cent. of Royal Doulton's
issued share capital.
The terms of these irrevocable undertakings require acceptance of the Offer
even if a competing or higher offer from a third party is received by Royal
Doulton.
The Waterford Wedgwood Group therefore owns, or Waterford Wedgwood UK has
received irrevocable undertakings to accept the Offer in respect of, a
total of 90,803,587 Royal Doulton Shares, representing approximately 27 per
cent. of Royal Doulton's issued share capital.
5. Information relating to Waterford Wedgwood
Waterford Wedgwood is one of the world's leading designers, manufacturers
and marketers of high quality crystal, fine bone china and porcelain. The
Waterford Wedgwood Group's portfolio of established luxury lifestyle brands
includes Waterford crystal, Wedgwood fine bone china and Rosenthal
porcelain. The Waterford Wedgwood Group also has well established
co-branding relationships with a range of leading designers and
celebrities, including Versace, Vera Wang, Jasper Conran and John Rocha.
Waterford Wedgwood Stock Units are listed on the Irish Stock Exchange
(primary listing) and on the London Stock Exchange (primary listing).
For the year ended 31 March 2004, Waterford Wedgwood generated net sales of
EUR 832 million including discontinued operations. In that year:
* crystal accounted for 31.6 per cent. of net sales (EUR 263 million);
* ceramics accounted for 43.9 per cent. of net sales (EUR 366 million);
* premium cookware (including products manufactured and distributed by
All-Clad) accounted for 12.0 per cent. of net sales (EUR 100 million);
and
* sales of other products (including Linens, Writing Instruments and
Holiday Heirlooms) accounted for the remaining 12.4 per cent. of the
Waterford Wedgwood Group's sales (EUR 103 million).
On 2 June 2004, Waterford Wedgwood announced that it had entered into an
agreement to sell All-Clad, its US based cookware subsidiary to Groupe SEB
for a total consideration of USD 250 million (approximately EUR 206
million). The sale completed on 27 July 2004.
6. Information relating to Royal Doulton
Royal Doulton is engaged in the manufacture, distribution and sale of
quality ceramic and glassware products to the giftware, collectable and
tabletop markets. Royal Doulton, which has its origins in 1815, became a
listed company in 1993 following its demerger from Pearson plc.
Royal Doulton's principal brands are Royal Doulton, Minton and Royal
Albert. It has retail, concession and wholesale selling operations
throughout the developed world, its primary markets being the UK, Canada,
Australia, Japan and the United States, with distribution capabilities in
each of these markets. By the end of 2002, Royal Doulton had transferred
the production of its Royal Albert brand to Indonesia.
In the year to 31 December 2003, Royal Doulton reported a loss before tax
and after exceptional items of GBP 5.0 million (EUR 7.2 million) on
turnover of GBP 116.5 million (EUR 168.8 million). Net assets at 31
December 2003 were GBP 28.9 million (EUR 41.9 million).
7. Management and employees
Waterford Wedgwood UK attaches importance to the skills and experience of
the existing management and employees of Royal Doulton. The existing
employment rights of the employees of Royal Doulton will be fully
safeguarded.
Based on information made available to them by Royal Doulton, the directors
of Waterford Wedgwood UK have carefully considered the position of the
Royal Doulton UK Pension Scheme, including the current level of
contributions and the disclosed pension deficit. Waterford Wedgwood UK
believes that as part of the Enlarged Group, Royal Doulton will be in a
position to safeguard the interests of the members of the Royal Doulton UK
Pension Scheme.
Specific management changes proposed following the Offer would involve
David Sculley, former Vice-President of H.J. Heinz Company and current
non-executive director of Waterford Wedgwood, becoming Chairman of the
combined Wedgwood and Royal Doulton businesses. Mr Sculley would assume
responsibility for overseeing the integration. Mr Sculley's appointment,
together with that of Wayne Nutbeen, Royal Doulton chief executive and
Geoffrey Martin, Royal Doulton finance director, to the enlarged Wedgwood/
Royal Doulton division would, with the existing Waterford Wedgwood team,
create a management team with considerable ceramics and restructuring
experience and expertise. These appointments would not affect the
composition of the boards of Waterford Wedgwood or Waterford Wedgwood UK.
8. Share Option Plans and LTIPs
The Offer extends to any Royal Doulton Shares which are unconditionally
allotted or issued on or prior to the date on which the Offer closes (or
such earlier date as Waterford Wedgwood UK may, subject to the City Code,
decide), including shares issued pursuant to the exercise of options or the
vesting of awards granted under the Royal Doulton Share Option Plans and
the LTIPs.
After the Offer becomes or is declared unconditional in all respects, it is
expected that all outstanding options under the Royal Doulton Share Option
Plans will become exercisable in full and all awards granted under the
LTIPs will vest in full, save that (i) awards granted in 1998 and 1999
under the Royal Doulton Incentive Share Plan will not vest as they are time
expired and (ii) awards granted in 2004 under the Royal Doulton Long Term
Incentive Plan 2003 are expected to vest only as to one third of the Royal
Doulton Shares subject to such awards.
Appropriate proposals will be made in due course to participants in the
Royal Doulton Share Option Plans and the LTIPs.
9. Extraordinary General Meeting
In view of its size it is necessary for the shareholders of Waterford
Wedgwood to approve the Offer. A notice convening the Extraordinary General
Meeting has been despatched today to the shareholders of Waterford
Wedgwood.
The Offer is to be financed from the proceeds of a rights issue announced
by Waterford Wedgwood on 21 October 2004 (the "Rights Issue"). The Rights
Issue is fully underwritten and will raise approximately EUR 100 million
before expenses.
None of the rights under the Rights Issue, or the securities to be issued
under the Rights Issue has been or will be registered under the United
States Securities Act of 1933, as amended; they may not be offered or sold
in the United States absent registration or an applicable exemption from
registration.
The Offer is conditional upon:
(a) the receipt by Waterford Wedgwood UK of valid acceptances (which are
not, where permitted, withdrawn) by not later than 3.00 p.m. (London
time) on 14 January 2005 (or such later time(s) and/or date(s) as
Waterford Wedgwood UK may determine, in accordance with the City Code
and the United States Securities Exchange Act of 1934, as amended, or
otherwise with the consent of the Panel) (the "First Closing Date") in
respect of not less than 90 per cent. (or such lesser percentage as
Waterford Wedgwood UK may decide) in nominal value of the Royal
Doulton Shares to which the Offer relates, provided that this
condition will not be satisfied unless Waterford Wedgwood UK (together
with Waterford Wedgwood and its wholly owned subsidiaries) shall have
acquired or agreed to acquire (whether pursuant to the Offer or
otherwise) Royal Doulton Shares carrying in aggregate more than 50 per
cent. of the voting rights then normally exercisable at a general
meeting of Royal Doulton;
(b) the admission of all of the Stock Units to be issued under the terms
of the Rights Issue, nil paid, to the official list of the Irish Stock
Exchange and the official list maintained by the UK Listing Authority
and to trading on the main markets for listed securities of the Irish
Stock Exchange and the London Stock Exchange becoming effective in
accordance with the Listing Rules and, in relation only to admission
to trading of such units on the London Stock Exchange, the Admission
and Disclosure Standards of the London Stock Exchange from time to
time;
(c) the holders of Waterford Wedgwood ordinary shares resolving, in
general meeting, to approve the Offer in accordance with the
requirements of the Listing Rules. A meeting of the holders of
Waterford Wedgwood ordinary shares to consider and, if thought fit, to
grant such approval has been convened for 10 January 2005; and
(d) certain other conditions, being customary conditions for an offer of
this nature.
10. Delisting of Royal Doulton Shares, compulsory acquisition, re-registration,
deferred shares
After the Offer becomes or is declared unconditional in all respects,
Waterford Wedgwood UK intends to procure the making of an application by
Royal Doulton to delist the Royal Doulton Shares from the Official List and
/or the cancellation of trading on the London Stock Exchange's market for
listed securities. It is anticipated that cancellation of listing and
trading will take effect no earlier than 20 business days after the Offer
becomes unconditional in all respects. Delisting would significantly reduce
the liquidity and marketability of any Royal Doulton Shares not assented to
the Offer.
If Waterford Wedgwood UK receives acceptances under the Offer in respect
of, and/or otherwise acquires, 90 per cent. or more of the Royal Doulton
Shares to which the Offer relates, Waterford Wedgwood UK intends to
exercise its rights pursuant to the provisions of sections 428 to 430F
(inclusive) of the Act to acquire compulsorily the remaining Royal Doulton
Shares.
It is also proposed that, following the Offer becoming unconditional in all
respects and after the Royal Doulton Shares are delisted, Royal Doulton
will be re-registered as a private company under the relevant provisions of
the Act and that the Royal Doulton Deferred Shares in issue will be
purchased by Royal Doulton for negligible consideration in accordance with
the provisions of Royal Doulton's articles of association.
11. General
The Offer will be on the terms and subject to the conditions set out herein
and in Appendix 1, and as set out in the Offer Document and Form of
Acceptance. The Offer Document together with a Form of Acceptance (in the
case of shareholders who hold their shares in certificated form) is being
sent to shareholders of Royal Doulton today.
PRESS ENQUIRIES
Waterford Wedgwood plc Tel: +353 1 4781 855
Redmond O'Donoghue, Group Chief Executive Officer
Peter Cameron, Group Chief Operating Officer
Paul D'Alton, Group Chief Financial Officer
Lazard & Co., Limited Tel: +44 20 7187 2000
Nicholas Shott
David Reitman
Davy Tel: +353 1 679 6363
Hugh McCutcheon
Eugenee Mulhern
Panmure Gordon (UK Brokers) Tel: +44 20 7187 2000
Tim Linacre
Hugh Morgan
Powerscourt (UK/ International Media) Tel: +44 20 7236 5615
Rory Godson Tel: +44 7909 926 020
Dennehy Associates (Ireland) Tel: +353 1 676 4733
Michael Dennehy Tel: +353 87 255 6923
College Hill (Investor Relations) Tel: +44 20 7457 2020
Kate Pope Tel: +44 7798 843 276
Mark Garraway Tel: +44 7771 860 938
Royal Doulton plc Tel: +44 1782 404040
Hamish Grossart
Wayne Nutbeen
Cazenove & Co. Ltd Tel: +44 20 7588 2828
Richard Wintour
Steve Baldwin
Hudson Sandler Tel: +44 20 7796 4133
Jessica Rouleau
Lazard is acting for Waterford Wedgwood UK and Waterford Wedgwood in connection
with the Offer and no one else and will not be responsible to anyone other than
Waterford Wedgwood UK and Waterford Wedgwood for providing the protections
afforded to clients of Lazard nor for providing advice in connection with the
Offer.
Cazenove is acting for Royal Doulton and no one else in connection with the
Offer and will not be responsible to anyone other than Royal Doulton for
providing the protections afforded to clients of Cazenove nor for providing
advice in connection with the Offer.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about, and observe such restrictions. This announcement
is not for release, distribution or publication in or into Canada, Australia or
Japan or any other jurisdiction where it would be unlawful to do so.
The Offer will be made in the United States solely by Waterford Wedgwood UK.
Neither Lazard nor any of its affiliates will be making the Offer in the United
States.
The availability of the Offer to Royal Doulton Shareholders who are not resident
in the United Kingdom may be affected by the laws of the relevant jurisdictions.
Royal Doulton Shareholders who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements.
The Offer Document and the Form of Acceptance will contain important information
and will be made available to those Royal Doulton Shareholders who are able to
receive them, as a result of the laws of the jurisdictions in which they are
resident. Royal Doulton Shareholders are advised to read the Offer Document and
the Form of Acceptance (if they are permitted to receive them) when they are
sent to them.
Subject to applicable UK and United States regulatory requirements, including,
without limitation, the requirements set forth in Rule 14e-5 of Regulation 14E
under the United States Securities Exchange Act of 1934, as amended, Lazard and
Waterford Wedgwood or its nominees or its brokers (acting as agents) may from
time to time make certain purchases of, or arrangements to purchase, Royal
Doulton Shares outside the United States, other than pursuant to the Offer,
before or during the period in which the Offer remains open for acceptance.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such purchases
will be disclosed as required in the United Kingdom and under applicable
regulatory requirements (including applicable United States securities laws).
Cautionary Statement Regarding Forward Looking Statements: This announcement
contains statements about the Waterford Wedgwood Group and the Royal Doulton
Group that are or may be forward looking statements. All statements other than
statements of historical facts included in this announcement may be forward
looking statements. Any statements preceded or followed by or that include the
words "targets", "plans", "believes", "expects", "aims", "intends", "will",
"may", "anticipates" or similar expressions or the negative thereof are
forward-looking statements. Forward-looking statements include statements
relating to the following (i) future capital expenditures, expenses, revenues,
economic performance, financial condition, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and growth
of the Waterford Wedgwood Group's or the Royal Doulton Group's operations; and
(iii) the effects of government regulation on the Waterford Wedgwood Group's or
the Royal Doulton Group's business.
These forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements
of any such person, or industry results, to be materially different from any
results, performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the future. All
subsequent oral or written forward-looking statements attributable to the
Waterford Wedgwood Group or the Royal Doulton Group or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above.
APPENDIX 1
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer, which is being made in the UK by Lazard on behalf of Waterford
Wedgwood UK (and in the United States by Waterford Wedgwood UK), will comply
with the applicable rules and regulations of the UK Listing Authority, the
London Stock Exchange and the City Code, will be governed by English law and
will be subject to the jurisdiction of the Courts of England. In addition it
will be subject to the terms and conditions set out in the Offer Document and
related Form of Acceptance.
1. Conditions of the Offer
The Offer is conditional on:
(a) valid acceptances being received (and not, where permitted, withdrawn)
by not later than 3.00 p.m. (London time) on 14 January 2005 (or such
later time(s) and/or date(s) as Waterford Wedgwood UK may determine, in
accordance with the City Code and the United States Securities Exchange
Act of 1934, as amended, or otherwise with the consent of the Panel)
(the "First Closing Date") in respect of not less than 90 per cent. (or
such lesser percentage as Waterford Wedgwood UK may decide) in nominal
value of the Royal Doulton Shares to which the Offer relates, provided
that this condition will not be satisfied unless Waterford Wedgwood UK
(together with Waterford Wedgwood and its wholly owned subsidiaries)
shall have acquired or agreed to acquire (whether pursuant to the Offer
or otherwise) Royal Doulton Shares carrying in aggregate more than 50
per cent. of the voting rights then normally exercisable at a general
meeting of Royal Doulton, including for this purpose any such voting
rights attaching to Royal Doulton Shares that are unconditionally
allotted or issued before the Offer becomes or is declared unconditional
as to acceptances whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise.
For the purposes of this condition:
(i) Royal Doulton Shares which have been unconditionally allotted
(but not issued) shall be deemed to carry the voting rights they
will carry upon issue;
(ii) the expression "Royal Doulton Shares to which the Offer relates"
shall be construed in accordance with sections 428 to 430F of the
Act; and
(iii) valid acceptances shall be deemed to have been received in
respect of Royal Doulton Shares which are treated for the
purposes of section 429(8) of the Act as having been acquired or
contracted to be acquired by Waterford Wedgwood UK by virtue of
acceptances of the Offer;
(b) the passing at an extraordinary general meeting of Waterford Wedgwood
(or at any adjournment of the meeting) of all resolutions as are
necessary:
(i) to approve the Offer in accordance with Chapter 10 of the Listing
Rules; and
(ii) otherwise to fund, effect and implement the Offer and the
acquisition of any shares in Royal Doulton;
(c) the admission to the official list of the Irish Stock Exchange and to
the Official List of all of the Stock Units (nil paid) to be issued
pursuant to the Rights Issue becoming effective in accordance with the
listing rules of the Irish Stock Exchange and the listing rules of the
UK Listing Authority (respectively) and the admission to trading on the
respective main markets for listed securities of the Irish Stock
Exchange and the London Stock Exchange becoming effective in accordance
with the listing rules of the Irish Stock Exchange and the Admission and
Disclosure Standards of the London Stock Exchange from time to time;
(d) all necessary notifications and filings having been made and all
applicable waiting periods (including any extensions thereof) under the
United States Hart Scott Rodino Antitrust Improvements Act of 1976 (as
amended) and the regulations made thereunder having expired, lapsed or
been terminated as appropriate in each case in respect of the Offer
(including, without limitation, in respect of its implementation and
financing) and the acquisition or the proposed acquisition of any shares
or other securities in, or control of, Royal Doulton by any member of
the Wider Waterford Wedgwood Group;
(e) no government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency, association, institution or any
other body or person whatsoever in any jurisdiction (each a "Third
Party") having given notice to Royal Doulton or Waterford Wedgwood UK
that it has decided to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference, or having
required any action to be taken or otherwise having done anything or
having enacted, made or proposed any statute, regulation, decision,
order or change to published practice and there not continuing to be
outstanding any statute, regulation, decision or order which would or
might be expected to:
(i) make the Offer, its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control of,
Royal Doulton by any member of the Wider Waterford Wedgwood Group
void, illegal and/or unenforceable under the laws of any
jurisdiction, or otherwise directly or indirectly prohibit, or
materially restrain, restrict, delay or otherwise interfere with
the implementation of, or impose material additional conditions
or obligations with respect to, or otherwise materially challenge
or require amendment of the Offer or the acquisition of any such
shares or securities by any member of the Wider Waterford
Wedgwood Group;
(ii) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider Waterford Wedgwood Group or by any member of
the Wider Royal Doulton Group of all or any part of its
businesses, assets or property or impose any limitation on the
ability of any of them to conduct their businesses (or any part
thereof) or to own any of their assets or properties (or any part
thereof) to an extent which is material in the context of the
Wider Waterford Wedgwood Group or the Wider Royal Doulton Group
taken as a whole;
(iii) impose any material limitation on, or result in a material delay
in, the ability of any member of the Wider Waterford Wedgwood
Group directly or indirectly to acquire or hold or to exercise
effectively all or any rights of ownership in respect of shares
or other securities in Royal Doulton or on the ability of any
member of the Wider Royal Doulton Group or any member of the
Wider Waterford Wedgwood Group directly or indirectly to hold or
exercise effectively any rights of ownership in respect of shares
or other securities (or the equivalent) in, or to exercise
management control over, any member of the Wider Royal Doulton
Group;
(iv) require any member of the Wider Waterford Wedgwood Group or the
Wider Royal Doulton Group to acquire or offer to acquire any
shares, other securities (or the equivalent) or interest in any
member of the Wider Royal Doulton Group owned by any third party
(other than in the implementation of the Offer);
(v) require, prevent or materially delay a divestiture by any member
of the Wider Waterford Wedgwood Group of any shares or other
securities (or the equivalent) in Royal Doulton;
(vi) result in any member of the Wider Royal Doulton Group ceasing to
be able to carry on business under any name under which it
presently does so to an extent which is material in the context
of the Royal Doulton Group taken as a whole;
(vii) impose any material limitation on the ability of any member of
the Wider Waterford Wedgwood Group or any member of the Wider
Royal Doulton Group to integrate or co-ordinate all or any part
of its business with all or any part of the business of any other
member of the Wider Waterford Wedgwood Group and/or the Wider
Royal Doulton Group; or
(viii) except as fairly disclosed in writing by Royal Doulton to
Waterford Wedgwood UK prior to 10 December 2004 or as publicly
announced to a Regulatory Information Service by or on behalf of
Royal Doulton before that date, otherwise affect the business,
assets, profits or prospects of any member of the Wider Royal
Doulton Group or any member of the Wider Waterford Wedgwood Group
in a manner which is adverse to and material in the context of
the Royal Doulton Group taken as a whole or of the obligations of
any members of the Waterford Wedgwood Group taken as a whole in
connection with the Offer (as the case may be),
and all applicable waiting and other time periods during which any such
Third Party could decide to take, institute or implement any such
action, proceeding, suit, investigation, enquiry or reference or take
any other step in relation thereto under the laws of any jurisdiction in
respect of the Offer or the acquisition or proposed acquisition of any
Royal Doulton Shares or otherwise intervene having expired, lapsed, or
been terminated;
(f) no undertakings or assurances being sought from Waterford Wedgwood UK,
any member of the Wider Waterford Wedgwood Group or any member of the
Wider Royal Doulton Group by the Secretary of State for Trade and
Industry or any other third party, the effect of which would be material
in the context of the business of the Wider Waterford Wedgwood Group,
except on terms satisfactory to Waterford Wedgwood UK;
(g) all necessary notifications, filings or applications having been made in
connection with the Offer and all necessary waiting periods (including
any extensions thereof) under any applicable legislation or regulation
of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory and regulatory obligations in any
jurisdiction having been complied with and all Authorisations necessary
in any jurisdiction for or in respect of the Offer and the acquisition
or the proposed acquisition of any shares or other securities in, or
control of, Royal Doulton by any member of the Wider Waterford Wedgwood
Group having been obtained in terms and in a form satisfactory to
Waterford Wedgwood UK from all appropriate Third Parties or (without
prejudice to the generality of the foregoing) from any person or bodies
with whom any member of the Wider Royal Doulton Group or the Wider
Waterford Wedgwood Group has entered into contractual arrangements and
all such Authorisations necessary or appropriate to carry on the
business of any member of the Wider Royal Doulton Group in any
jurisdiction having been obtained in each case where the direct
consequence of a failure to make such notification or filing or to wait
for the expiry, lapse or termination of any such waiting period or to
comply with such obligation or obtain such Authorisation would have a
material adverse effect on the Royal Doulton Group, any member of the
Waterford Wedgwood Group or the ability of Waterford Wedgwood UK to
implement the Offer and all such Authorisations remaining in full force
and effect at the time at which the Offer becomes otherwise
unconditional and there being no notice or intimation of an intention to
revoke, suspend, restrict, modify or not to renew such Authorisations;
(h) except as fairly disclosed in the Annual Report and Accounts or in the
Royal Doulton Interim Results or as publicly announced to a Regulatory
Information Service by or on behalf of Royal Doulton before 10 December
2004 or as fairly disclosed in writing by Royal Doulton to Waterford
Wedgwood UK before 10 December 2004, there being no provision of any
arrangement, agreement, licence, permit, lease or other instrument to
which any member of the Wider Royal Doulton Group is a party or by or to
which any such member or any of its assets is or may be bound or be
subject or any event or circumstance which, as a consequence of the
Offer or the acquisition or the proposed acquisition by any member of
the Wider Waterford Wedgwood Group of any shares or other securities in
Royal Doulton or because of a change in the control or management of any
member of the Wider Royal Doulton Group or otherwise, could or might
reasonably be expected to result in, in each case to an extent which is
material in the context of the Royal Doulton Group taken as a whole:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of any member of the Wider Royal Doulton Group being
or becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or
repayment date, or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited or
being capable of becoming or being withdrawn or inhibited;
(ii) the rights, liabilities, obligations, interests or business of
any member of the Wider Royal Doulton Group under any such
arrangement, agreement, licence, permit, lease or instrument or
the interests or business of any member of the Wider Royal
Doulton Group in or with any other firm or company or body or
person (or any agreement or arrangement relating to any such
business or interests) being terminated or adversely modified or
affected or any onerous obligation or liability arising or any
adverse action being taken thereunder;
(iii) any member of the Wider Royal Doulton Group ceasing to be able to
carry on business under any name under which it presently does so
to an extent which is material in the context of the Royal
Doulton Group taken as a whole;
(iv) any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider Royal Doulton Group being or
falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed
of or charged or could cease to be available to any member of the
Wider Royal Doulton Group;
(v) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any member of the Wider Royal Doulton
Group;
(vi) the value of, or the financial or trading position of, any member
of the Wider Royal Doulton Group being prejudiced or adversely
affected; or
(vii) the creation of any liability (actual or contingent) by any
member of the Wider Royal Doulton Group other than in the
ordinary course of business;
(i) except as fairly disclosed in the Annual Report and Accounts or in the
Royal Doulton Interim Results or as publicly announced to a Regulatory
Information Service by or on behalf of Royal Doulton before 10 December
2004 or as fairly disclosed in writing by Royal Doulton to Waterford
Wedgwood UK before 10 December 2004, no member of the Wider Royal
Doulton Group having, since 31 December 2003:
(i) issued or agreed to issue or authorised or proposed the issue of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or
convertible securities or transferred or sold or agreed to
transfer or sell or authorised or proposed the transfer or sale
of Royal Doulton Shares out of treasury (save, where relevant, as
between Royal Doulton and wholly-owned subsidiaries of Royal
Doulton and save for the issue or transfer out of treasury of
Royal Doulton Shares on the exercise of options or the vesting of
LTIP awards granted before 20 October 2004 (the day before
Waterford Wedgwood and Royal Doulton announced they were in talks
regarding a potential offer for Royal Doulton);
(ii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
(whether payable in cash or otherwise) other than to Royal
Doulton or one of its wholly-owned subsidiaries;
(iii) save for transactions between Royal Doulton and its wholly owned
subsidiaries, merged with or demerged from or acquired any body
corporate, partnership or business or acquired or disposed of,
or, other than in the ordinary course of business, transferred,
mortgaged or charged or created any security interest over, any
assets or any right, title or interest in any asset (including
shares and trade investments) or authorised, proposed or
announced any intention to do so, in each case to an extent which
is material in the context of the Royal Doulton Group;
(iv) save for transactions between Royal Doulton and its wholly owned
subsidiaries or between such wholly owned subsidiaries, made,
authorised, proposed or announced an intention to propose any
change in its loan capital;
(v) issued, authorised or proposed the issue of any debentures or
(save in the ordinary course of business and save as between
Royal Doulton and its wholly-owned subsidiaries or between such
wholly-owned subsidiaries) incurred or increased any indebtedness
or become subject to any contingent liability to an extent which
is material in the context of the Royal Doulton Group;
(vi) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction,
arrangement or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, unusual or
onerous nature or magnitude, or which involves or could involve
an obligation of a nature or magnitude which is, in any such
case, material in the context of the Royal Doulton Group or which
is or is likely to be restrictive on the business of any member
of the Wider Royal Doulton Group or the Wider Waterford Wedgwood
Group, in each case to an extent which is material in the context
of the Royal Doulton Group;
(vii) entered into or varied the terms of any service agreement with
any director or senior executive of the Wider Royal Doulton
Group;
(viii) proposed, agreed to provide or modified in any material respect
the terms of any share option scheme, incentive scheme, or other
benefit relating to the employment or termination of employment
of any employee of the Wider Royal Doulton Group which, taken as
a whole, are material in the context of the Royal Doulton Group
taken as a whole;
(ix) made or agreed or consented to any significant change to the
terms of the trust deeds or other documents constituting or
governing the pension schemes established for its directors,
employees or former directors or employees or their dependants or
the benefits which accrue, or to the pensions which are payable,
thereunder, or to the basis on which qualification for, or
accrual or entitlement to, such benefits or pensions are
calculated or determined or to the basis on which the liabilities
(including pensions) of such pension schemes are funded or made
or to the basis upon which any such scheme is, or is to be,
funded or which might otherwise result in any contribution or
other payment becoming due and payable by any member of the Wider
Royal Doulton Group to or in respect of such scheme, or agreed or
consented to any change to the trustees involving the appointment
of a trust corporation;
(x) implemented, effected or authorised, proposed or announced its
intention to implement any composition, assignment,
reconstruction, amalgamation, commitment, scheme or other
transaction or arrangement (other than the Offer) otherwise than
in the ordinary course of business;
(xi) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other
securities or reduced or, save in respect of the matters
mentioned in sub-paragraph (i) above, made any other change to
any part of its share capital;
(xii) waived or compromised any claim otherwise than in the ordinary
course of business which is material in the context of the Royal
Doulton Group taken as a whole;
(xiii) made any material alteration to its memorandum or articles of
association or other incorporation documents;
(xiv) other than in respect of a member which is dormant and was
solvent at the relevant time, taken or proposed any steps,
corporate action or had any legal proceedings instituted or
threatened against it in relation to the suspension of payments,
a moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of
any administrator, receiver, manager, administrative receiver,
trustee or similar officer of any of its assets or revenues or
any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction or had any such person
appointed;
(xv) been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors
with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to
stop or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a substantial part of its
business; or
(xvi) entered into any contract, commitment, agreement or arrangement
otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to,
effect any of the transactions, matters or events referred to in
this condition;
(j) since 31 December 2003, and except as fairly disclosed in the Annual
Report and Accounts or in the Royal Doulton Interim Results or as
publicly announced to a Regulatory Information Service by or on behalf
of Royal Doulton before 10 December 2004 or as fairly disclosed in
writing by Royal Doulton to Waterford Wedgwood UK before 10 December
2004:
(i) there having been no adverse change in the business, assets,
financial or trading position or profits or prospects or
operational performance of any member of the Wider Royal Doulton
Group to an extent which is material to the Royal Doulton Group
taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced or instituted
by or against or remaining outstanding against any member of the
Wider Royal Doulton Group or to which any member of the Wider
Royal Doulton Group is or may become a party (whether as claimant
or defendant or otherwise) and no enquiry or investigation, other
than as a result of the Offer, by, or complaint or reference to,
any Third Party against or in respect of any member of the Wider
Royal Doulton Group having been threatened, announced or
instituted by or against, or remaining outstanding in respect of,
any member of the Wider Royal Doulton Group which, in any such
case, might reasonably be expected materially and adversely to
affect the Royal Doulton Group taken as a whole;
(iii) no contingent or other liability having arisen or become known to
Waterford Wedgwood UK which might be likely to adversely affect
the business, assets, financial or trading position or profits or
prospects of any member of the Wider Royal Doulton Group to an
extent which is material to the Royal Doulton Group taken as a
whole; and
(iv) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider Royal Doulton Group, which is necessary for the proper
carrying on of its business and the withdrawal, cancellation,
termination or modification of which is material and likely
adversely to affect the Royal Doulton Group taken as a whole;
(k) since 31 December 2003, and except as fairly disclosed in the Annual
Report and Accounts or in the Royal Doulton Interim Results or as
publicly announced to a Regulatory Information Service by or on behalf
of Royal Doulton before 10 December 2004 or as fairly disclosed in
writing by Royal Doulton to Waterford Wedgwood UK before 10 December
2004, Waterford Wedgwood UK not having discovered:
(i) that any financial, business or other information concerning the
Wider Royal Doulton Group publicly disclosed or disclosed to any
member of the Wider Waterford Wedgwood Group at any time by or on
behalf of any member of the Wider Royal Doulton Group which is
material in the context of the acquisition of Royal Doulton by
any member of Waterford Wedgwood Group is materially misleading,
contains a material misrepresentation of fact or omits to state a
fact necessary to make that information not misleading;
(ii) that any member of the Wider Royal Doulton Group is subject to
any liability, contingent or otherwise, which is not disclosed in
the Annual Report and Accounts or the Royal Doulton Interim
Results, and which is material in the context of the Royal
Doulton Group; and
(iii) any information which affects the import of any information
disclosed to Waterford Wedgwood UK at any time by or on behalf of
any member of the Wider Royal Doulton Group which is material in
the context of the Royal Doulton Group; and
(l) in relation to any release, emission, accumulation, discharge, disposal
or other fact or circumstance which has impaired or is likely to impair
the environment (including property) or harmed or is likely to harm
human health, no past or present member of the Wider Royal Doulton
Group, in a manner or to an extent which is material in the context of
the Royal Doulton Group, (i) having committed any violation of any
applicable laws, statutes, regulations, notices or other requirements of
any Third Party; and/or (ii) having incurred any liability (whether
actual or contingent) to any Third Party; and/or (iii) being likely to
incur any liability (whether actual or contingent), or being required,
to make good, remediate, repair, re-instate or clean up the environment
(including any property).
Waterford Wedgwood UK reserves the right to waive in whole or in part all or
any of conditions (d) to (l) inclusive. Conditions (b) to (l) inclusive must
be satisfied as at, or waived (where possible) on or before, the later of
midnight on the 21st day after First Closing Date and the date on which
condition (a) is fulfilled (or, in each case, such later date as the Panel
may agree). Waterford Wedgwood UK shall be under no obligation to waive, or
to determine to be or treat as fulfilled, any of conditions (b) to (l)
inclusive by a date earlier than the date specified above for the fulfilment
thereof notwithstanding that the other conditions of the Offer may at such
earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such conditions may not
be capable of fulfilment.
If the Panel requires Waterford Wedgwood UK to make an Offer for Royal
Doulton Shares under the provisions of Rule 9 of the City Code, Waterford
Wedgwood UK may make such alterations to the terms and conditions of the
Offer, including condition 1(a) of this Appendix 1, as are necessary to
comply with the provisions of that Rule.
2. Further Terms of the Offer
The Offer will lapse if it is referred to the UK Competition Commission
before the later of 3.00 p.m. on the First Closing Date and the date on
which the Offer becomes or is declared unconditional as to acceptances. If
the Offer so lapses, the Offer will cease to be capable of further
acceptance and persons accepting the Offer and Waterford Wedgwood UK will
cease to be bound by forms of acceptance submitted on or before the time
when the Offer lapses.
APPENDIX 2
DEFINITIONS
The following definitions apply throughout this document unless the context
otherwise requires:
"Act" the Companies Act 1985, as amended
"Annual Report and the annual report and audited accounts of Royal Doulton for
Accounts" the year ended 31 December 2003
"Authorisations" authorisations, orders, grants, recognitions,
confirmations, consents, licences, clearances,
certificates, permissions or approvals
"Cazenove" Cazenove & Co. Ltd
"City Code" The City Code on Takeovers and Mergers
"Enlarged Group" Waterford Wedgwood Group together with the Royal Doulton
Group
"Form of the Form of Acceptance and Authority for use by Royal
Acceptance" Doulton Shareholders in connection with the Offer
"FSA" Financial Services Authority
"Irish Stock The Irish Stock Exchange Limited
Exchange"
"Irish Takeover the Irish Takeover Panel Act 1997, Takeover Rules 2001 and
Rules" 2002 (as amended) or any of them as the context may
require
"Lazard" Lazard & Co., Limited
"Listing Rules" the listing rules of the Irish Stock Exchange and/or, where
appropriate, the listing rules made by the UK Listing
Authority under section 74 of the Financial Services and
Markets Act 2000
"London Stock the London Stock Exchange plc or its successor
Exchange"
"LSE Admission the rules issued by the London Stock Exchange in relation
Standards" to the admission to trading of, and continuing requirements
for, securities admitted to trading on the London Stock
Exchange's market for listed securities
"LTIPs" the Royal Doulton Incentive Share Plan and the Royal
Doulton Long Term Incentive Plan 2003
"Offer" the recommended offer made (outside the United States) by
Lazard on behalf of Waterford Wedgwood UK and (in the
United States) by Waterford Wedgwood UK to acquire all the
Royal Doulton Shares (other than any Royal Doulton Shares
held, or which become held, in treasury by Royal Doulton
and the 70,339,352 Royal Doulton Shares already owned by
The Waterford Wedgwood Group) on the terms and subject to
the conditions set out in the Offer Document and the Form
of Acceptance including, where the context so requires, any
subsequent revision, variation, extension or renewal of
such offer and includes any election available in
connection with it
"Offer Document" the document containing and setting out the terms and
conditions of the Offer
"Official List" the official list of the UK Listing Authority
"Panel" the Panel on Takeovers and Mergers
"Regulatory any information service authorised from time to time by the
Information UK Listing Authority for the purpose of dissemination of
Service" regulatory announcements required by the Listing Rules of
the UK Listing Authority
"Royal Doulton" Royal Doulton plc
"Royal Doulton deferred shares of 99p each in the capital of Royal Doulton
Deferred Shares" to which no rights attach
"Royal Doulton the directors of Royal Doulton
Directors"
"Royal Doulton Royal Doulton, its subsidiaries and subsidiary undertakings
Group" and where the context permits, each of them
"Royal Doulton the Royal Doulton Incentive Share Plan adopted in 1993
Incentive Share
Plan"
"Royal Doulton the unaudited interim results of Royal Doulton for the six
Interim Results" months ended 30 June 2004 as announced on 17 September
2004
"Royal Doulton Long The Royal Doulton Long Term Incentive Plan 2003 adopted on
Term Incentive Plan 14 May 2003
2003"
"Royal Doulton holders of Royal Doulton Shares
Shareholder(s)"
"Royal Doulton Share the Royal Doulton plc Share Option Plan 2003 (approved and
Option Plan(s)" unapproved) adopted on 14 May 2003 and the Royal Doulton
Executive Share Option Scheme adopted on 8 November 1993
"Royal Doulton Share the existing unconditionally allotted or issued and fully
(s)" paid ordinary shares of 1p each in the capital of Royal
Doulton and any further shares which are unconditionally
allotted or issued before the date on which the Offer
closes (or such earlier date or dates, not being earlier
than the date on which the Offer becomes unconditional as
to acceptances or, if later, 14 January 2005, as Waterford
Wedgwood may decide) but excluding in both cases any such
shares held or which become held in treasury
"Royal Doulton all the Royal Doulton Shares other than the 70,339,352
Shares to which the Royal Doulton Shares already owned by The Waterford
Offer relates" Wedgwood Group and any Royal Doulton shares held in
treasury
"Stock Units" the ordinary shares and "twinned" income shares in the
capital of Waterford Wedgwood and Waterford Wedgwood UK
respectively
"subsidiary", shall be construed in accordance with the Act (but for this
"subsidiary purpose ignoring paragraph 20(1)(b) of Schedule 4A of the
undertaking", Act)
"associated
undertaking" and
"undertaking"
"UK" or "United United Kingdom of Great Britain and Northern Ireland
Kingdom"
"UK Listing the FSA acting in its capacity as the competent authority
Authority" for listing under Part VI of the Financial Services and
Markets Act 2000
"US Person" a US person as defined in Regulation S under the US
Securities Act of 1933, as amended and the rules and
regulations promulgated thereunder
"Waterford Waterford Wedgwood plc
Wedgwood"
"Waterford Wedgwood Waterford Wedgwood and its subsidiary undertakings and
Group" where the context permits, each of them
"Waterford Wedgwood the existing Waterford Wedgwood ordinary shares of EUR 0.06
Share(s)" each in the capital of Waterford Wedgwood plc
"Waterford Wedgwood Waterford Wedgwood U.K. plc, a subsidiary of Waterford
UK " Wedgwood
"Wider Royal Doulton Royal Doulton and associated undertakings and any other
Group" body corporate, partnership, joint venture or person in
which the Royal Doulton and such undertakings (aggregating
their interests) have an interest of more than 20 per cent.
of the voting or equity capital or the equivalent
"Wider Waterford Waterford Wedgwood and associated undertakings and any
Wedgwood Group" other body corporate, partnership, joint venture or person
in which Waterford Wedgwood plc and such undertakings
(aggregating their interests) have an interest of more than
20 per cent. of the voting or equity capital or the
equivalent
All times referred to are London time unless otherwise stated.
Euro exchange rate GBP 0.69 per EUR 1 as per the daily official list of the
London Stock Exchange at 16.30, 13 December 2004.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Waterford Wedgwood PLC
(Registrant)
By: Patrick Dowling
(Signature)*
Date: 15 December 2004