Coffeeheaven.pdf

Proof 7 2/11/01 Job 10816 plain

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the

contents of this document or the action you should take you should consult immediately your stockbroker, solicitor,

accountant or other independent financial adviser authorised under the Financial Services Act 1986 who specialises

in advising on the acquisition of shares and other securities.

If you have sold or otherwise transferred all of your ordinary shares in Bakery Services plc (”Bakery Services”) please

send this document, together with the accompanying Application Form immediately to the purchaser or transferee or to

the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser

or transferee.

A copy of this document has been delivered for registration to the Registrar of Companies in England and Wales in

accordance with regulation 4(2) of the Public Offers of Securities Regulations 1995, as amended (“POS Regulations”).

This document has been drawn up in accordance with the POS Regulations and the rules for the Alternative Investment

Market made by the London Stock Exchange plc (the “AIM Rules”).

Application will be made for the Ordinary Shares (both issued and to be issued) to be admitted to trading on the

Alternative Investment Market of London Stock Exchange plc (“AIM”). It is expected that dealings in such Ordinary

Shares will commence on AIM on 3 December 2001.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be

attached than to larger or more established companies. AIM securities are not Officially Listed. A prospective investor

should be aware of the risks of investing in such companies and should make the decision to invest only after careful

consideration and if appropriate, consultation with an independent financial adviser. YOUR ATTENTION IS DRAWN

TO THE SECTION ENTITLED “RISK FACTORS” IN PART II OF THIS DOCUMENT.

London Stock Exchange plc has not itself examined or approved the contents of this document. The Ordinary Shares

are not dealt in on any other recognised investment exchange and no applications have been made for such shares

to be traded on any other investment exchange.

This document should be read in conjunction with the accompanying Circular issued by Bakery Services plc.

coffeeheaven international plc

(Incorporated and registered in England and Wales under the Companies Act 1985 with registered no. 4279841)

Offer for Subscription

of up to 150,000,000 Ordinary Shares at 1p each

Application for Admission to Trading on the

Alternative Investment Market

Nominated Adviser

Broker

Seymour Pierce Limited

Seymour Pierce Ellis Limited

The Directors of the Company, whose names appear on page 3 of this document, accept responsibility for the

information contained in this document. To the best of the knowledge and belief of the Directors of the Company (who

have taken all reasonable care to ensure that such is the case) the information contained in this document is in

accordance with the facts and this document makes no omission likely to affect the import of such information.

Seymour Pierce Ellis Limited is the Company’s broker and is regulated by The Securities and Futures Authority Limited.

It is acting for the Company and no one else in connection with the arrangements described in this document. It will not

regard any other person as its customer nor be responsible to any other person for providing the protections afforded

to the customers of Seymour Pierce Ellis Limited nor for providing advice to any other person in connection with the

arrangements described in this document.

Seymour Pierce Limited is the Company’s nominated adviser for the purpose of the AIM Rules. Its responsibilities as the

Company’s nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to

the Company or to any Director or to any other person in respect of his decision to acquire any Ordinary Shares in

reliance on any part of this document. No representation or warranty express or implied, is made by Seymour Pierce

Limited or Seymour Pierce Ellis Limited as to any of the contents of this document (without limiting the statutory rights of

any person to whom this document is issued).

CONTENTS

Page

Directors, Secretary and Advisers

Definitions

Offer for Subscription Statistics

Expected Timetable of Principal Events

Key Information

Part I

Information on Coffeeheaven International

Part II

Risk Factors

Part III

Details of the Offer for Subscription

Part IV

Accountants’ Report on coffeeheaven international plc

Part V

Accountants’ Report on coffeeheaven holdings limited

Part VI

Accountants’ Report on Bakery Services Polska SA

Part VII

Pro Forma Statement of Net Assets of the New Group following the Demerger

Part VIII

Additional information

DIRECTORS, SECRETARY AND ADVISERS

Directors

Richard Douglas Worthington FCA, Executive Chairman

of:

ul Koszykowa 10

00-564

Warsaw, Poland

Robert Nicholas Lutwyche Morrish FCA, Non-Executive Director

Jonathan Peter George Cooper MAIA, Non-Executive Director

both of:

3 Horsted Square

Bellbrook Business Park

Uckfield

East Sussex TN22 1QG

Company Secretary

Harford Registrars

Registered Office

3 Horsted Square

Bellbrook Business Park

Uckfield

East Sussex TN22 1QG

Nominated Adviser

Seymour Pierce Limited

29/30 Cornhill

London EC3V 3NF

Broker

Seymour Pierce Ellis Limited

Talisman House

Jubilee Walk

Three Bridges

Crawley

West Sussex RH10 1LQ

Solicitors to the Company

Eversheds

Senator House

85 Queen Victoria Street

London EC4V 4JL

Solicitors to the Offer for Subscription

Memery Crystal

31 Southampton Row

London WC1B 5HT

Reporting Accountants

Grant Thornton

Grant Thornton House

Melton Street

London NW1 2EP

Auditors

Hill Wooldridge and Company

107 Hindes Road

Harrow

Middlesex HA1 1RU

Registrars and Receiving Agents

Capita Harford

Harford House

1 Ludgate Square

London EC4M 7AS

DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

“Act”

the Companies Act 1985 (as amended)

“Admission”

the admission of the ordinary share capital of Coffeeheaven

International, issued and to be issued in connection with the Demerger

and the Offer for Subscription, to trading on AIM and such admission

becoming effective in accordance with the AIM Rules

“AIM”

the Alternative Investment Market of the London Stock Exchange

“AIM Rules”

the rules for AIM published by the London Stock Exchange

“Application Form”

the form of application to subscribe for the Offer Shares under the

Offer for Subscription, which accompanies this document

“Bakery Services”

Bakery Services plc

“Bakery Services Shares”

the ordinary shares of 0.1p each in the capital of Bakery Services

“Bakery Services Shareholders”

the holders of Bakery Services Shares

“Board” or “Directors”

the directors of Coffeeheaven International

“BS Polska”

Bakery Services Polska SA (to be renamed CHI Polska SA following

Admission), a company incorporated in Poland, the entire issued share

capital of which is owned by CH Holdings

“CH Holdings”

coffeeheaven holdings limited, the holding company of BS Polska

“Circular”

the circular to Bakery Services Shareholders dated 5 November 2001

relating to the Demerger

“coffeeheaven”

the registered trademark and the trading name of BS Polska

“Coffeeheaven Group”

together CH Holdings and BS Polska

or “CH Group”

“Coffeeheaven International”

coffeeheaven international plc, a new company formed for the purpose

or “the Company”

of the Demerger and which following the completion of the Demerger

will be the holding company of CH Holdings

“Coffeeheaven Shares” or

ordinary shares of 0.1p each in the capital of Coffeeheaven International

“Ordinary Shares”

“CREST”

the computerised settlement system operated by CRESTCo Limited,

which facilitates the transfer of title to shares in uncertificated form

“Demerger”

the proposed demerger of the Coffeeheaven Group from Bakery Services

“Demerger Agreement”

the demerger agreement dated 5 November 2001 between Bakery

Services (1), Coffeeheaven International (2) and CH Holdings (3) as

described in paragraph 8.5 of Part VIII of this document

“Demerger Record Date”

close of business on 2 November 2001 (or such later time and/or date

as may be designated by the directors of Bakery Services as the record

date for the Demerger and the Offer for Subscription)

“Demerger Resolution”

the resolution to approve the Demerger to be considered at the EGM

“Demerger Shares”

up to 70,416,667 Coffeeheaven Shares to be in issue and held by

Qualifying Shareholders following the Demerger

“EU”

the European Union

“Excess Application Facility”

the

excess

application

facility

under

the Offer

described

paragraph 1(d) of Part III of this document

“Extraordinary General Meeting”

the extraordinary general meeting of Bakery Services, notice of which

or “EGM”

is set out at the end of the Circular

“London Stock Exchange”

London Stock Exchange plc

“New Coffeeheaven Group”

together Coffeeheaven International, CH Holdings and BS Polska

or “New Group”

“Offer Price”

1p per Offer Share

“Offer Shares”

up to 150,000,000 Ordinary Shares which are the subject of the Offer

for Subscription

“Offer for Subscription”

the offer for subscription of up to 150,000,000 Ordinary Shares, on the

or “Offer”

basis set out in Part III of this document

“Overseas Shareholders”

Bakery Services Shareholders who are not resident in the UK

“Polska Management”

Michael Ovadenko, Bendik Rokkan, Maciej Jania and Katarzyna

Tondera-Rokkan, all being employees and part of the management

team of BS Polska

“Polska Minorities”

the holders of the minority shareholding interest in CH Holdings, being

the Polska Management and Jonathan Cooper (a non-executive Director

of Coffeeheaven International)

“POS Regulations”

the Public Offers of Securities Regulations 1995 (as amended)

“Preference Shares”

the non-voting non-redeemable preference shares of £1 each in the

share capital of the Company

“Qualifying Shareholders”

holders of Bakery Services Shares on Bakery Services’ register of

members on the Demerger Record Date (other than certain Overseas

Shareholders as described in Part III of this document)

“Registrars”

Capita Harford

“Seymour Pierce”

Seymour Pierce Limited

“Seymour Pierce Ellis”

Seymour Pierce Ellis Limited

“Share Option Scheme”

the unapproved share option scheme of the Company, details of which

are set out in paragraph 7 of Part VIII of this document

“Underwriting Agreement”

the underwriting agreement dated 5 November 2001 between Seymour

Pierce Ellis (1), the Company (2), the Directors (3) and Seymour Pierce

(4), details of which are set out in paragraph 8.1 of Part VIII of this

document

“UK”

the United Kingdom of Great Britain and Northern Ireland

“USA”

the United States of America

“Warrants”

the warrants to be granted to SP Investments Limited to subscribe for 4

per cent of the issued ordinary share capital on Admission constituted

by a warrant instrument dated 5 November 2001, details of which are

set out in paragraph 8.4 of Part VIII of this document

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