Irish Takeover Panel
Xxxxxx Xxxx
Director General
0 Xxxxx Xxxxx Xxxxxx
Xxxxxx 0
Tel: (000-0) 000 0000
Fax: (000-0)000 0000
17 January, 2003
Mr. Xxx Xxxxx
Xxxxxxx Xxx
Fitzwilton House
Wilton Place
Dublin 2
Dear Xxx
Re: Riverdeep Group plc ("Riverdeep")/Non solicitation and expense
reimbursement agreement ("the agreement")
I refer to your submission dated 15 January, 2003 seeking Panel consent for the
Independent board of Riverdeep to enter into the agreement.
Following my discussions with you and Xxxx XxXxxxxxxx the following amendments
to the agreement were agreed:
(i) the definition of "Independent Directors" on page 1 should conform with the
same definition in the Rule 2.5 announcement and the offer document; and
(ii) appropriate wording to be inserted into paragraph 2.2 so that the
obligation on the independent board in sub-paragraph 2.2(ii) will be
subject to their obligations under the Takeover Rules.
The offeror should be informed that an appropriate "no increase statement"
should be included in the Rule 2.5 announcement and the offer document
reflecting the intent of paragraphs 4 and 5 and such statement should, to the
extent applicable, comply with Rule 32.2.
Panel consent is granted under Rule 21.2 to the independent board of Riverdeep
to enter into the agreement, as submitted and as amended for the points outlined
above, subject to the following conditions:
- any payments under the agreement shall be subject to the maximum limit of
1% of the value of the offer;
- satisfactory evidence being provided to the Panel, in the event that
payment is triggered under the agreement, that the fees to be paid relate
to specific third party costs;
- full details of the agreement to be disclosed in the Rule 2.5 announcement
and in the offer document including, inter alia,
disclosure of the confirmations from the Rule 3 advisers and the
independent board of Riverdeep that the agreement is in the best interests
of Riverdeep shareholders; and
- all relevant documentation relating to the agreement should be put on
display in accordance with Rule 26.
Yours sincerely
/s/ Xxxxxx Xxxx
Xxxxxx Xxxx
