.
Offer for samedaybooks.co.uk
2007-04-30 12:10:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER
JURISDICTION WHERE IT WOULD BE UNLAWFUL SO TO DO.
30 April 2007
samedaybooks.co.uk plc
Recommended Cash Offer by Charles Denton for samedaybooks.co.uk plc
Ø The Board of samedaybooks and Mr Charles Denton are pleased to announce that they have agreed the terms of a recommended cash offer to acquire all the issued and to be issued
ordinary shares of 1p each in samedaybooks.
Ø Under the terms of the Offer Shareholders will receive 0.6 pence per share in cash for each Offer Share representing a premium of approximately 71.4 per cent. over the Closing Price
as at 27 April 2007.
Ø Charles Denton intends that the Company’s trading facility on AIM will be preserved.
Ø Upon the Offer becoming or being declared unconditional Charles Denton will be appointed to the Board as Deputy Chairman. David Mahony, Andrew Wells and Martin Hearn will remain
on the Board.
Ø David Mahony and Andrew Wells have given irrevocable undertakings to accept the Offer in respect of 29.7 million Ordinary Shares representing, in aggregate, approximately 17.47 per
cent. of the existing issued Ordinary Shares.
Ø The Board of samedaybooks, which has been so advised by Charles Stanley Securities, unanimously considers the terms of the Offer to be fair and reasonable to Shareholders as a
whole. The samedaybooks Board intends unanimously to recommend that Shareholders accept the Offer.
Commenting on today’s announcement Charles Denton said:
“I am pleased to have gained the full support of the samedaybooks Board. samedaybooks has recently faced a number of difficult challenges and needs considerable work to address these
in the future.”
David Mahony, Chairman of samedaybooks, said:
“The Board fully supports Charles Denton’s cash offer. Currently samedaybooks has neither the ongoing management nor the cash resources to grow in what remains a very competitive
market. The Offer represents an attractive opportunity for Shareholders to realise their investment and the Directors unanimously recommend Shareholders to accept the Offer.”
This summary should be read in conjunction with the full text of the attached announcement.
Enquiries:
samedaybooks.co.uk Plc
Charles Stanley Securities
IAF Securities Limited
David Mahony, Chairman
Andrew Wells, Finance Director
Russell Cook
Carl Holmes
Gary Pinkerton
Graham Ashley
Tel: 01483 300 255
Tel: 020 7149 6000
Tel: 020 7747 7400
IAF Securities Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Charles Denton and no one else in connection with the Offer and will not be
responsible to anyone other than Charles Denton for providing the protections afforded to clients of IAF Securities Limited or for providing advice in relation to the Offer.
Charles Stanley Securities, which is regulated in the United Kingdom by the Financial Services Authority, is acting for samedaybooks and no one else in connection with the Offer and will
not be responsible to anyone other than samedaybooks for providing the protections afforded to clients of Charles Stanley Securities or for providing advice in relation to the Offer.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about and observe such restrictions.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SELL OR BUY OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR, SELL OR BUY ANY
SECURITIES, NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
The Offer will not be made in or into Australia, Canada, Japan or the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction
and the Offer will not be capable of acceptance by any means, instrumentality or facilities from or within Australia, Canada, Japan or the United States or any other jurisdiction if to do so
would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement and any other documents relating to the Offer are not being, and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from Australia, Canada, Japan or the United States or any other jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction and all persons receiving this announcement and such documents (including custodians, nominees and trustees) must not mail or otherwise forward or
distribute or send them in, into or from Australia, Canada, Japan or the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws of such
jurisdiction.
The availability of the Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Shareholders who are not resident in the
United Kingdom should inform themselves about and observe any applicable requirements.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER
JURISDICTION WHERE IT WOULD BE UNLAWFUL SO TO DO.
30 April 2007
Recommended Cash Offer by Charles Denton for samedaybooks.co.uk plc
1. Introduction
samedaybooks and Mr Charles Denton announce that they have reached agreement on the terms of a recommended cash offer to be made by IAF Securities on behalf of Charles Denton to acquire all of the issued and to be issued ordinary shares of 1p each in samedaybooks that he does not already own.
The Offer values the entire current issued ordinary voting share capital of samedaybooks (excluding the NV Shares) at approximately £1,020,000.
Charles Denton currently owns 8.5 million Ordinary Shares (representing approximately 5.0 per cent. of the current issued ordinary voting share capital of samedaybooks). David Mahony and Andrew Wells, both Directors of samedaybooks, have given irrevocable undertakings to accept the Offer in respect of their aggregate holdings of 29.7 million Ordinary Shares (representing approximately 17.47 per cent. of the current issued ordinary voting share capital of samedaybooks). Further details of the irrevocable undertakings are set out in paragraph 6 below. The Ordinary Shares owned by Charles Denton, together with those subject to the irrevocable undertakings, represent, in aggregate, approximately 22.47 per cent. of the current issued ordinary voting share capital of samedaybooks.
The Board of samedaybooks, which has been so advised by Charles Stanley Securities, considers the terms of the Offer to be fair and reasonable.
No offer will be made for the NV Shares. Further details regarding the NV Shares are set out in paragraph 10 below.
2. Terms of the Offer
On behalf of Charles Denton, IAF Securities will offer to acquire, on the terms and subject to the conditions set out below and to be set out in the Offer Document and in the Form of Acceptance, all the issued and to be issued Ordinary Shares, not already owned by Charles Denton, on the following basis:
for each Ordinary Share 0.6 pence in cash
The Offer, which is wholly in cash, represents a premium of approximately 71.4 per cent. to the Closing Price of 0.35 pence per Ordinary Share on 27 April 2007 (being the last business day prior to this Announcement) and values the existing current issued ordinary voting share capital of samedaybooks at approximately £1.02 million. The Offer will be subject to the conditions and terms set out in Appendix I of this Announcement and to be set out in the Offer Document and in the Form of Acceptance. The Offer Shares to be acquired pursuant to the Offer will be acquired fully paid up and free from all liens, equities, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights now or hereafter attaching thereto, including voting rights and, without limitation, the right to receive and retain in full all dividends, interests and other distributions (if any) declared, made or paid on or after the date of this document.
3. Background to and reasons for recommendation of the Offer
In recent years the high street based book trade has experienced increased competition particularly from the major supermarkets and internet based booksellers. In the opinion of the samedaybooks Directors those high street booksellers which are not part of major retailing groups have experienced severe trading pressures, with both declining sales volumes and margin pressures due to a number of factors including the growth of book sales over the internet.
The impact of this market position on the Company has been considerable. The Board has made continuous efforts to improve the position by seeking to minimise costs and closing outlets which have not achieved consistent profitability. This has required substantial cash expenditure and asset write-offs. Coupled with this retrenchment on the high street the Company has sought to diversify its business, by the acquisition of Waterside in July 2004 and through the expansion of its own internet offering with the relaunch of its website in July 2006. These activities have achieved some success but the necessary diversion of management effort to the rationalisation programme and the financial constraints within which the Company has had to operate have imposed limits to the growth of these activities. The overall UK market for books continues to grow modestly, but, in the opinion of the Board, the Company has insufficient scale and resources, at its present level of operations, to achieve significant growth. Since the untimely death of Alan Clifford in late December 2006, Andrew Wells has combined the roles of Finance Director and Acting Managing Director. The Board recognises that this is not a permanent tenable arrangement. If the Offer is declared wholly unconditional, Charles Denton will be appointed as samedaybooks’s Deputy Chairman. Details of Charles Denton’s background are set out below. The Board believes that Charles Denton, with his considerable management experience and successful business record, will significantly strengthen the management team.
The Board believes that the Offer gives those Shareholders who wish to realise all or part of their investment in the Company the opportunity to do so for cash, following a period of almost two years where the samedaybooks share price has, in general, traded at a significant discount to the Offer price of 0.6 pence per share.
4. Background on Charles Denton
Charles Denton was most recently Chief Executive of luxury goods group Molton Brown which he joined in 1990, becoming Director of Sales and Marketing in 1996 and Group Managing Director in 2001. In 2005 the Molton Brown Group achieved annual sales of more than £50 million to over 70 countries and employed in excess of 600 people. In June 2005 the Molton Brown Group was purchased by Kao Corporation of Japan for £172m and in October 2005 Charles Denton became Deputy Chairman of Molton Brown Group Limited and assists Kao Corporation with new business opportunities, globally.
In January 2006 Charles accepted a part time volunteer role as Executive Director of the Great Ormond Street Hospital’s Children’s Charity. In this capacity, he is responsible for driving through a revised fundraising strategy which aims to double the Charity's revenues for much needed redevelopment and research at Great Ormond Street Hospital.
Charles James Denton is 42 and has spent most of his career in businesses in the finance (Brian Neal Group, Charles Sturge & Co) and manufacturing, wholesale and retail (Molton Brown) sectors. Given this background, he has a broad understanding of business with a particular focus on sales and marketing, product development and customer service.
5. Current trading
The Group’s results for the year to 31 March 2007 are expected to be announced in June. The Board anticipates that the results will reveal continuing progress at Waterside although this will be offset by poorer than expected results in the high street outlets. The overall results for the year will include a one-off net benefit to the Company of £470,000 arising from the keyman insurance proceeds which the Company received in February 2007 following the tragic death of its Managing Director, Alan Clifford, in December 2006.
Trading prospects for the high street shops in the current year remain little changed and the Board continues to undertake further restructuring of the business. The lease on the Company’s unit in Godalming has expired and, faced with increased competition in the town, the Board is considering the options available with regard to this store. The lease of its head office in Guildford comes to an end in June 2007 and the Company expects to transfer the central office function to new premises in Chertsey, as part of a new branch. Overall, these anticipated changes are not expected to have a significant impact on the business.
6. Irrevocable undertakings for Ordinary Shares
On 30 April 2007 David Mahony and Andrew Wells gave irrevocable undertakings to Charles Denton to accept the Offer in respect of 29,700,000 Ordinary Shares representing, in aggregate, approximately 17.47 per cent. of the existing issued Ordinary Shares.
7. Intentions regarding admission to trading on AIM
The Board understands that Charles Denton intends the Company’s trading facility on AIM to be preserved. Charles Denton has advised the Board that, even if the Offer becomes or is declared unconditional in all respects and Charles Denton has by virtue of his shareholding and acceptances of the Offer acquired or agreed to acquire Ordinary Shares carrying more than 50 per cent. of the voting rights attaching to the Ordinary Shares, he does not intend to procure the making of an application by samedaybooks to the London Stock Exchange for the cancellation of the admission of such shares on AIM.
Furthermore, in the event that Charles Denton receives acceptances under the Offer in respect of, and/or otherwise acquires 90 per cent. or more of the Offer Shares, and assuming that all of the other conditions of the Offer have been satisfied or waived (if capable of being waived), Charles Denton has informed the Board that he does not intend to apply the provisions of sections 974 to 991 (inclusive) of the Companies Act 2006 (minority shareholders compulsory acquisition procedure) to acquire compulsorily the outstanding Offer Shares on the same terms as the Offer or on any other basis.
8. Management and employees
Charles Denton has given assurances to the Board that, upon the Offer becoming or being declared unconditional in all respects, the existing employment rights, including pension rights, of all employees of samedaybooks will be fully safeguarded and that he does not envisage that his strategy for samedaybooks will impact significantly upon the employment of samedaybooks’ employees or samedaybooks’ existing places of business.
Upon the Offer becoming or being declared unconditional in all respects, Charles Denton will be appointed to the Board as Deputy Chairman. The existing Directors of samedaybooks have confirmed that they will all continue to provide their services as Directors of samedaybooks on substantially the same terms. David Mahony has agreed that he will waive his entitlement to be paid the consultancy fees which he previously agreed to defer and any unpaid directors’ fees and that, if the Offer is declared wholly unconditional, his consultancy fees will revert to £25,000 per annum.
9. Debenture Loan Stock
samedaybooks has a total of £227,500 of Debenture Loan Stock (which was issued for cash in the years before the Company was first admitted to trading on AIM in 1997). The Debenture Loan Stock carries an interest rate of 1 per cent. over the base rate of Barclays Bank plc and is repayable at any time at the Company’s discretion. Charles Denton has indicated to the Board that it is his intention to seek repayment of the Debenture Loan Stock during 2007, possibly, through a new bank loan facility and/or the issue of a new loan and/or convertible debt.
10. Ordinary Non-Voting Shares in samedaybooks
The NV Shares were created in April 2000 as a mechanism to enable a placing by the Company of Ordinary Shares to proceed. Only the Ordinary Shares were admitted to trading on AIM and only those shares have voting rights. In particular, the rights attaching to the NV Shares provide for the transfer and cancellation of such shares, at any time and at the Company’s discretion, for no consideration and without the need for any prior consent of the holders of the NV Shares. Accordingly, following a resolution of the Board pursuant to these provisions, an agreement transferring all of the NV Shares for no consideration jointly to Andrew Wells and Martin Hearn has been executed. The Board has resolved, and Andrew Wells and Martin Hearn have undertaken to the Board, to proceed with the steps required to cancel the NV Shares by a court approved reduction of capital. Charles Denton has confirmed to the Board that he would continue to proceed with such steps if the Offer becomes or is declared wholly unconditional.
11. Financing of the Offer
The consideration payable under the Offer will be financed from Charles Denton’s own financial resources. IAF Securities, which is acting as financial adviser to Charles Denton, has confirmed that the necessary financial resources are available to Charles Denton to satisfy full acceptance of the Offer.
12. Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers, if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant
securities” of samedaybooks, all “dealings” in any “relevant securities” of samedaybooks, (including by means of an option in respect of, or a derivative referenced to, any such “relevant
securities”) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until
the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends. If two or more
persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an “interest” in “relevant securities” of samedaybooks, they will be deemed to be a
single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all “dealings” in “relevant securities” of samedaybooks by Charles Denton, or by any of his respective “associates”, must be disclosed by no
later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed, and the number of such securities in issue, can be found on the Takeover
Panel’s website at www.thetakeoverpanel.org.uk. If you are in any doubt as to the application of Rule 8 please consult an independent financial adviser authorised under the Financial
Services and Market Act 2000 and/or consult the Takeover Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.
“Interests in securities” arise, in summary, when a person has a long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will
be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a “dealing” under
Rule 8, you should consult the Panel.
13. General
The formal Offer Document will be posted in due course to Shareholders and, for information only, to holders of options under the samedaybooks Option Scheme.
Save as disclosed in paragraphs 1 and 6 of this Announcement, neither Charles Denton nor any person acting in concert with Charles Denton, has an interest in or right to subscribe for
relevant securities of samedaybooks or has any short position in relation to relevant securities of samedaybooks (whether conditional or absolute and whether in money or otherwise)
including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of
samedaybooks.
Save for the irrevocable undertakings described above, neither Charles Denton nor any person acting in concert with Charles Denton has borrowed or lent any relevant securities nor has
any arrangement in relation to relevant securities been made. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or
informal, of whatever nature, relating to relevant securities which is, or may be, an inducement to deal or refrain from dealing in such securities.
The availability of the Offer to persons outside the United Kingdom may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves about and observe any
applicable requirements.
Further details in relation to overseas shareholders will be contained in the Offer Document.
The Offer will be on the terms and will be subject to the conditions and terms which are set out in Appendix I to this announcement, and to those further conditions and terms which will be
set out in the Offer Document and in the Form of Acceptance and such other terms as may be required to comply with the rules and regulations of AIM and the provisions of the Code.
Appendix II contains definitions of certain terms used in this announcement.
APPENDIX I
CERTAIN CONDITIONS TO AND TERMS OF THE OFFER
The Offer, which will be made by IAF Securities on behalf of Charles Denton, will comply with the applicable rules and regulations of AIM and the Code, and will be governed by English law. It will be subject to the jurisdiction of the English courts and to the terms and conditions set out in this announcement and to be set out in the Offer Document and related Form of Acceptance.
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by 3.00 p.m. on the First Closing Date (or such later time(s) and/or date(s) as Charles Denton may, with the consent of the Panel or in accordance with the rules of the Code, decide) in respect of not less than 50 per cent. of the Offer Shares to which the Offer relates, provided that this condition will not be satisfied unless Charles Denton has acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Ordinary Shares carrying, in aggregate, more than 50 per cent. of the voting rights then exercisable at general meetings of samedaybooks, including for this purpose (to the extent, if any, required by the Panel) any voting rights attaching to any Ordinary Shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise and for this purpose:
(i) the expression “Offer Shares to which the Offer relates” shall be construed in accordance with sections 974 to 991 (inclusive) of the Companies Act 2006; and
(ii) Offer Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon being entered in the register of members of samedaybooks;
(b) Charles Denton not having discovered or otherwise having become aware that the Office of Fair Trading in the United Kingdom has referred or intends to refer the Offer, or any matter arising therefrom or in connection therewith, to the Competition Commission in the UK;
(c) no Relevant Authority (being any government or governmental or quasi-governmental authority (whether supranational, national, regional, local or otherwise) or statutory or regulatory or investigative body or other authority (including any anti-trust or merger control authority), court, tribunal, arbitrary body, trade agency, association, institution or professional or environmental body or (without prejudice to the generality of all of the foregoing) any other person or body in any jurisdiction) having decided to take, institute, implement or threaten any action, suit, proceeding, investigation, enquiry or reference, or made, proposed or enacted any statute, regulation, decision or order or required any action to be taken or information to be provided or otherwise having taken or refrained from having taken any other action, and there continuing not to be in force any statute, regulation, rule, order or decision that, in any such case, will or could reasonably be expected to:
(i) make the Offer or its implementation or the acquisition or proposed acquisition by Charles Denton of any Offer Shares or control or management of samedaybooks or any other member of the Group void, voidable, unenforceable or illegal under the laws of any relevant jurisdiction, or otherwise directly or indirectly restrain, restrict, prohibit or materially delay, or impose material additional or amended conditions or obligations with respect to, or otherwise materially challenge or interfere with, any of the foregoing; or
(ii) require or prevent, or materially delay, restrict or alter the proposed terms for, the divestiture by any member of the Group of all or any material part of their respective businesses, assets or properties or impose any material limitation on the ability of any of them to conduct or to own, use or operate all or any part of the respective businesses, assets or properties owned by, or the use or operation of which is enjoyed by, any of them, or result in any of them ceasing to be able to carry on business, or being restricted in its carrying on of business, under any name under which it currently does so to an extent which is material in the context of the Offer or the Group, in each case taken as a whole; or
(iii) impose any material limitation on the ability of any member of the Group, directly or indirectly, to acquire or to hold or to exercise effectively any rights of ownership of shares or other securities (or the equivalent) in any member of the Group or to exercise management or voting control over any member of the Group; or
(iv) require any member of the Group to acquire, or to offer to acquire, any shares or other securities or indebtedness (or the equivalent) owned by any third party in or of any member of the Group or any other asset owned by any other person, or to dispose of or repay, or to offer to dispose of or repay, any shares or other securities or indebtedness (or the equivalent) in or of, or any asset owned by, any member of the Group; or
(v) impose any material limitation on the ability of any member of the Group to integrate its business, or any part of it, with any business of any other member of the Group to an extent which is material in the context of the Offer or the Group, in each case taken as a whole; or
(vi) otherwise adversely affect the business, assets, financial or trading position or profits, prospects or value of any member of the Group, to an extent which is material in the context of the Offer or the Group taken as a whole,
and all applicable waiting and other time periods during which any Relevant Authority could decide to take, institute, implement or threaten any such action, suit, proceeding, investigation, enquiry or reference under the laws or regulations of any relevant jurisdiction having expired, lapsed or been terminated;
(d) all necessary filings having been made and all statutory or regulatory obligations in any jurisdiction having been complied with in all material respects, and all appropriate waiting or other time periods under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated, in each case in connection with the Offer or the acquisition or proposed acquisition of any Offer Shares, or of control or management of samedaybooks (or any other member of the Group), by Charles Denton, and all Relevant Authorisations (being all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals) necessary for, or in respect of, the Offer or any acquisition or proposed acquisition of any Offer Shares, or of control or management of samedaybooks (or any other member of the Group), by Charles Denton or to permit or enable Charles Denton to carry on the business of any member of the Group having been obtained in terms and in a form satisfactory to Charles Denton, from all appropriate Relevant Authorities and from all appropriate persons, authorities or bodies with whom any member of the Group has entered into contractual arrangements, and all such Relevant Authorisations remaining in full force and effect, and there being no notice or intimation of any intention to revoke, modify, restrict, suspend or not to renew any of them;
(e) save as Disclosed (that is, since 31 March 2006 and except as disclosed in the Company’s annual report and accounts for the year then ended or as publicly announced by the Company prior to 30 April 2007 (by the delivery of an announcement to a Regulatory Information Service) or as fairly disclosed in writing to Charles Denton prior to 30 April 2007 by or on behalf of the Company in the course of negotiations), there being no provision of any Relevant Instrument (being any material arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Group is a party or by or to which any such member or any of their assets is or are or may be bound, entitled or subject) which, in consequence of the making or implementation of the Offer, the acquisition or proposed acquisition of any Offer Shares or any change in the control or management of samedaybooks or any other member of the Group, or otherwise, provides for, or will, or could reasonably be expected to, result in any of the following (to an extent which is, or could reasonably be expected to be, material in the context of the Group taken as a whole):
(i) any money borrowed by, or any other indebtedness (actual or contingent) of, any member of the Group which is not repayable on demand being or becoming repayable or capable of being declared repayable immediately or prior to their stated maturity, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited; or
(ii) the creation of any mortgage, charge or other security interest