<pre> Part 2 : For preceding part double-click [nRn1P1603Z] cancellation of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full New Westcity Shares which have an aggregate nominal value and share premium value equal to the aggregate nominal value of the Scheme Shares cancelled and issuing the same to Berkshire. Scheme Shareholders will then receive cash or Berkshire Shares on the basis of the Cash Offer or Unlisted Share Alternative respectively (as each is more fully described in paragraph 2 above). For the Scheme (including the Reduction of Capital) to become effective, a special resolution implementing the Scheme must be passed by Shareholders at the General Meeting and the Scheme must be approved by a majority in number of those Scheme Shareholders present and voting either in person or by proxy at the Court Meeting representing 75 per cent. or more in value of all Scheme Shares held by such Scheme Shareholders. The Scheme also requires the sanction of the Court, as well as satisfaction or waiver of the other Conditions. The Scheme will become effective in accordance with its terms on delivery and registration of copies of the Court Order to the Registrar of Companies. The Reduction of Capital involved in the Scheme requires the approval of the Special Resolution at the General Meeting and the subsequent confirmation of the Court. The Reduction of Capital will take effect on the registration of the Court Order by the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all Shareholders, irrespective of whether or not, being entitled to do so, they attended or voted at the Court Meeting or the General Meeting. If the Scheme becomes effective the admission to trading on AIM of the Westcity Shares will be cancelled the day following the Effective Date and New Westcity Shares will be issued to Berkshire fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or payable after the Effective Date. Westcity will not declare, make or pay any dividends or distributions prior to the Effective Date. 12.2 The Meetings Before the Court's approval can be sought to sanction the Scheme, the Scheme will require approval by the holders of Scheme Shares at the Court Meeting and the passing of the special resolution by Shareholders at the General Meeting to approve the Reduction of Capital and other related issues. Ira Rapp and Chapman are precluded from voting on the Scheme Resolutions as they are deemed to be acting in concert, but each of them can vote on the Delisting Resolution and the other resolutions to be proposed at the General Meeting. It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinions. Therefore, whether or not you intend to attend the Meetings, you are strongly urged to sign and return your Forms of Proxy for both the Court Meeting and General Meeting as soon as possible. 12.3 Conditions to the Acquisition Proposal The Conditions to the Acquisition Proposal are set out in full in Appendix I of this announcement. In summary, the implementation of the Acquisition Proposal is conditional upon: * approval of the Scheme by a majority in number of the Scheme Shareholders representing 75 per cent. or more in value of the Scheme Shares present and voting, either in person or by proxy, at the Court Meeting, or at any adjournment thereof; * the Scheme becoming effective by not later than 5.00 p.m. (London time) on 31 December 2009 or such later date and time (if any) as may be agreed in writing by Westcity and Berkshire (and, if appropriate, as the Court may approve) failing which the Scheme will lapse; * the Special Resolution being duly passed by the requisite majority at the General Meeting or at any adjournment thereof; * the sanction by the Court of the Scheme with or without modification, on terms acceptable to Westcity and Berkshire, and the subsequent confirmation of the Reduction of Capital therein; and * the delivery of a certified copy of the Court Order (together with the minute of Reduction of Capital) to the Registrar of Companies by Westcity and the registration of the Court Order by the Registrar of Companies. 13. Sanction of the Scheme and confirmation of the Reduction of Capital by the Court Under the Companies Acts, the Scheme requires the sanction of the Court and the Reduction of Capital requires the confirmation of the Court. The Scheme will become effective in accordance with its terms on delivery of certified copies of the Court Order to the Registrar of Companies and the registration by him of the Court Order. If the Scheme becomes effective, it will be binding on all Shareholders irrespective of whether or not, being entitled to do so, they attended or voted in favour of the Scheme at the Court Meeting or in favour of the Special Resolution at the General Meeting. If the Scheme does not become effective by 31 December 2009 (or such later date (if any) as Berkshire and Westcity may agree and, if appropriate, the Court may approve) the Scheme will not become effective and the Scheme will not proceed. 14. Berkshire Fundraising Berkshire intends to keep the costs of operating the Westcity Group to a minimum. However, given the uncertainty of future income streams arising from the Fund, it is expected that in the short to medium term Westcity's income will be insufficient to meet the ongoing operating costs and outstanding liabilities of Berkshire and the Group. Accordingly, and after the Scheme has been implemented, Berkshire intends to raise up to a maximum sum of £8 million from Berkshire shareholders in proportion to their shareholdings in Berkshire immediately after the Scheme is implemented. The Berkshire Fundraising will be used to: (i) repay the Bridging Loan; (ii) repay the outstanding amount owed by Westcity to Chapman under the existing loan facility provided to Westcity under the Chapman Loan; and (iii) meet the anticipated working capital requirements of Berkshire and the Westcity Group for at least 6 months following the date on which the Scheme becomes Effective. The Berkshire Fundraising will be fully underwritten by Chapman but each Berkshire Shareholder will be given the opportunity to participate in the Berkshire Fundraising in proportion to its shareholding in Berkshire immediately after the Scheme is implemented. Accordingly, Scheme Shareholders who elect, in respect of all their Scheme Shares, to receive Berkshire Shares instead of the Cash Consideration under the Cash Offer but who fail to participate in the Berkshire Fundraising, may have their shareholdings in Berkshire diluted subsequent to the Scheme becoming effective. 15. Implementation Agreement On 15 September 2009 Berkshire and Westcity entered into the Implementation Agreement, which sets out the arrangements for the implementation of the Scheme and governs the relationship of the parties in relation to the acquisition of Westcity by Berkshire until the Scheme becomes effective. A summary of certain material provisions of this agreement will be set out in the Scheme Document. Berkshire has the right to elect to implement the Acquisition Proposal by making a Takeover Offer for the entire issued share capital of Westcity, subject to the acceptance condition being set at such percentage of the Westcity Shares as Berkshire shall determine, or as otherwise required by the Panel, and subject to any modification or amendment to such terms and conditions as may be required by the Panel or as may be necessary in order to change the method of implementation from a scheme of arrangement to a Takeover Offer. Westcity has agreed to pay to Berkshire an inducement fee, equal to 1 per cent. of the value of the Acquisition Proposal calculated by reference to the cash price per Westcity Share offered by Berkshire under the Cash Offer and the fully diluted equity share capital of the Company (inclusive of any VAT which is not recoverable by the Company), if: * a competing proposal for the acquisition or control of Westcity is announced (whether under Rule 2.4 or Rule 2.5 of the City Code or otherwise): * prior to the Acquisition Proposal (i) lapsing or being withdrawn (where it is to be effected by way of a Takeover Offer), or (ii) becoming unconditional and effective (where it is to be effected by way of the Scheme); and * such competing proposal subsequently becomes or is declared unconditional in all respects or is otherwise completed or implemented (whether before or after the Acquisition Proposal (i) lapses or is withdrawn or (ii) becomes unconditional and effective); * KBC Peel Hunt withdraws its recommendation in paragraph 3 above for whatever reason before the Scheme becomes effective; * Westcity fails to take all such reasonable steps as it is required to take under the Implementation Agreement. 16. Suspension and Cancellation of Admission to Trading of Westcity Shares Application will be made to the London Stock Exchange for Westcity Shares to be suspended from trading of AIM with effect from 5.00 p.m. on the day prior to the Court Hearing. On the Effective Date, share certificates in respect of Westcity Shares will cease to be valid and should be destroyed. In addition, on the Effective Date, entitlements to Westcity Shares held within the CREST system will be cancelled. 17. Delisting of Westcity if the Scheme is not approved or fails As noted in paragraph 1 above, Shareholders are requested separately to approve the Delisting of Westcity by voting in favour of the Delisting Resolution at the General Meeting, which will only become effective if the Scheme does not. In accordance with Rule 41 of the AIM Rules, the Company will notify the London Stock Exchange of the Delisting in the event that the Scheme is not approved or fails to become effective. Under the AIM Rules, it is a requirement that the Delisting is approved by the requisite majority of Shareholders voting at the General Meeting (being not less than 75 per cent. of the votes cast). Accordingly, the Delisting Resolution to be proposed at the General Meeting seeks Shareholders' approval for the Delisting. Upon the Delisting becoming effective, KBC Peel Hunt will cease to be the nominated adviser to the Company and the Company will no longer be required to comply with the AIM Rules. Immediately following the Delisting, there will be no market facility for dealing in Westcity Shares and no price will be publicly quoted. As a result the Delisting will make it more difficult for Shareholders to buy and sell Westcity Shares should they want to do so. 18. Disclosure of Interests in Westcity Save as disclosed below, as at the close of business on 15 September 2009 (being the last Business Day prior to the date of this announcement), neither Berkshire nor any of its subsidiaries, nor the sole director of Berkshire, nor any member of his immediate family, nor any other person acting in concert with Berkshire has an interest or a right to subscribe in respect of or has held any short positions directly or indirectly (whether conditional or absolute and whether in the money or otherwise) (including any short positions under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery), any relevant securities of Westcity, nor has any such person borrowed or lent any relevant Westcity securities (save for any borrowed shares which have been on-lent or sold). As at the close of business on 15 September 2009 (being the last Business Day prior to the date of this announcement), Ira Rapp, as the sole director of Berkshire, and members of his immediate family and related trusts, has an interest in 4,000,000 Westcity Shares (all of which unless otherwise stated are beneficial) and had outstanding options and/or awards over Westcity Shares as follows: Description of Scheme No. of Westcity Shares under option / award Exercise price (pence) Exercise period / Vesting Date 2006 Share Option Scheme 1,400,000 44.375 26 July 2008 2006 Share Option Scheme 64,864 46.25 26 July 2009 2006 Share Option Scheme 1,335,136 44.375 26 July 2009 2006 Share Option Scheme 681,818 22 27 June 2011 As at the close of the business on the last day of the disclosure period, the following persons acting in concert with Berkshire owned or controlled the following Westcity Shares: Name Number of Westcity Shares Chapman 24,808,657 Ira Rapp 4,000,000 19. Overseas Shareholders The availability of the Acquisition Proposal and the Scheme to persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. It is the responsibility of each of the Overseas Shareholders to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental exchange control or other consents which may be required or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may be different from that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England. The availability of the Unlisted Share Alternative to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with such applicable requirements may constitute a violation of the securities laws of any such jurisdictions. Under the terms of the Scheme, Berkshire has the right to deem a Scheme Shareholder not to have made an election under the Unlisted Share Alternative in respect of such Scheme Shares as the Scheme Shareholder has purported to make such an election where Berkshire believes that the receipt of Berkshire Shares by that Scheme Shareholder may infringe applicable legal or regulatory requirements or require Westcity or Berkshire to comply with any regulatory or other obligations which they consider to be unduly onerous or with which they are unable to comply. Berkshire Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state in the United States and may not be offered or sold directly or indirectly in or into the United States unless registered under the US Securities Act or issued pursuant to an exemption therefrom. Accordingly, no application or election by Shareholders (who are US Persons) for Berkshire Shares under the Unlisted Share Alternative will be accepted by the Company if (i) such US Holder is unable to warrant to Berkshire that he is in full compliance with an available exemption under the US Securities Act and all applicable laws or (ii) the Company, Berkshire or their agent has reason to believe such US Holder is ineligible to apply for the Unlisted Share Alternative. Any US Holder who elects for the Unlisted Share Alternative but does not qualify for this alternative for the reasons referred to above will be deemed not to have so elected and shall be paid the Cash Consideration to which he is entitled under the Cash Offer in respect of his Westcity Shares. 20. General Berkshire reserves the right, subject to the prior consent of the Panel, to elect to implement the acquisition of the Westcity Shares by way of Takeover Offer. In such event, such Takeover Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme. Furthermore, if sufficient acceptances of such offer are received and/or sufficient Westcity Shares are otherwise acquired, it is the intention of Berkshire to apply the provisions of section 979 of the Companies Act to acquire compulsorily any outstanding Westcity Shares to which such offer relates. The Merger will be subject to the Conditions and certain further terms set out in Appendix I and the further terms and conditions set out in the Scheme Document when issued. The bases and sources of certain information contained in this announcement are set out in Appendix II. The availability of the Acquisition Proposal to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements. Certain terms used in this announcement are defined in Appendix IV. Enquiries: WESTCITY Michael Tannenbaum (Company Secretary) Tel:+44 (0)207424 6711 KBC PEEL HUNT (Financial adviser and broker to Westcity) Tel:+44 (0)207418 8900 Alex Vaughan (Corporate Finance) Tel:+44 (0)20 7418 8900 Richard Kauffer (Corporate Finance) BERKSHIRE Ira Rapp (Director) Tel:+44 (0)207424 6714 HORWATH CLARK WHITEHILL (Financial adviser to Berkshire) Tel:+44 (0)20 7842 7100 Nicola Horton (Corporate Finance Partner) KBC Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Westcity and no one else in connection with the Acquisition Proposal and will not be responsible to anyone other than Westcity for providing the protections afforded to clients of KBC Peel Hunt nor for providing advice in relation to the Acquisition Proposal or the content of, or any other matter or arrangement described or referred to in, this announcement. Horwath Clark Whitehill, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Berkshire and no one else in connection with the Acquisition Proposal and will not be responsible to anyone other than Berkshire for providing the protections afforded to clients of Horwath Clark Whitehill nor for providing advice in relation to the Acquisition Proposal or the content of, or any other matter or arrangement described or referred to in, this announcement. The announcement of which the above summary forms part is not intended to, and does not, constitute or form any part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities pursuant to the Acquisition Proposal or otherwise nor shall there be any sale, issuance or transfer of the securities referred to in the announcement in the United States or any jurisdiction in contravention of applicable law. The Acquisition Proposal will be made solely on the basis of the Scheme Document, which will contain the full terms and conditions of the Acquisition Proposal. The Scheme Document will be posted to those shareholders able to receive it in due course. Any response in relation to the Acquisition Proposal should be made only on the basis of the information in the Scheme Document. Shareholders receiving the formal documentation in relation to the Acquisition Proposal are advised to read it carefully, once it has been dispatched as it will contain important information. The availability of the Acquisition Proposal to Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document. The announcement has been prepared in accordance with English law and the City Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. The Acquisition Proposal will be subject to the applicable rules and regulations of the London Stock Exchange and the City Code. The Acquisition Proposal relates to the shares in an English company and is proposed to be made by means of a scheme of arrangement provided for under company law of the United Kingdom. Westcity is not subject to the Securities Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the Exchange Act. Accordingly, the Acquisition Proposal is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of US companies. If Berkshire exercises its right to implement the Acquisition Proposal by way of a Takeover Offer, the Acquisition Proposal will be made in compliance with applicable US laws and regulations, including applicable provisions of the tender offer rules under the Exchange Act. Berkshire Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state in the United States and may not be offered or sold directly or indirectly in or into the United States unless registered under the US Securities Act or issued pursuant to an exemption therefrom. Accordingly, no application or election by Shareholders (who are US Persons) for Berkshire Shares under the Unlisted Share Alternative will be accepted by the Company if (i) such US Holder is unable to warrant to Berkshire that he is in full compliance with an available exemption under the US Securities Act and all applicable laws or (ii) Westcity, Berkshire or their agent has reason to believe such US Holder is ineligible to apply for the Unlisted Share Alternative. Any US Holder who elects for the Unlisted Share Alternative but does not qualify for this alternative for the reasons referred to above will be deemed not to have so elected and shall be paid the cash consideration to which he is entitled under the Cash Offer in respect of his Westcity Shares. Cautionary and Forward-Looking Statements This announcement contains a number of "forward-looking statements" relating to Westcity and Berkshire and the business sectors in which they operate. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates", "forecast", "plan" and "project" or similar expressions identify forward-looking statements. Such statements reflect the relevant company's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions, introduction of competing products and services, lack of acceptance of new products or services and the behaviour of other market participants. Although Berkshire and Westcity believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Shareholders should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in, one per cent or more of any class of "relevant securities" of Westcity or Berkshire, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3.30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Acquisition proposal becomes, or is declared, unconditional as to acceptances or 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 Westcity or Berkshire, they will be deemed to be a single person for the purpose of Rule 8.3 of the City Code. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Westcity or Berkshire by Westcity or Berkshire, or by any of their respective "associates" must also 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. "Interests in securities" arise, in summary, when a person has 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 City 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, please consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7638 0129; fax number +44 (0) 20 7236 7013. The Westcity Directors accept responsibility for all the information contained in this announcement except for that information for which the sole director of Berkshire accepts responsibility. To the best of the knowledge and belief of the Westcity Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. The sole director of Berkshire accepts responsibility for all information in this announcement relating to Berkshire and himself as director of Berkshire. To the best of the knowledge and belief of the sole director of Berkshire (who has taken all reasonable care to ensure that such is the case), the information contained in this announcement for which he is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. appendix i CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND THE ACQUISITION PROPOSAL 1. The Acquisition Proposal, if it is implemented by way of the Scheme, is conditional upon the Scheme becoming unconditional and effective, subject to the City Code, by not later than 5.00 p.m. on 31 December 2009 or such later date as Berkshire, Westcity, the Panel and (if required) the Court may agree in writing. Subject to the requirements of the Panel, the implementation of the Scheme is conditional upon: * approval by a majority in number of the Scheme Shareholders representing three fourths or more in value of the Scheme Shares, present and voting, either in person or by proxy, at the Court Meeting or at any adjournment of that meeting; * all the Scheme Resolutions required to implement the Scheme and the other mattersto be proposed at the General Meeting (other than the Delisting Resolution), being passed by the requisite majority at the General Meeting or at any adjournment of that meeting; and * the sanction of the Scheme (without modification or with modification as agreed byWestcity and Berkshire) and the confirmation of the Reduction of Capital by the Court, and: * the delivery of a certified copy of the Court Order and the minute of the Reduction in Capital attached thereto to the Registrar of Companies by Westcity; * the registration of the Court Order. 2. Westcity and Berkshire have agreed that, subject as stated in paragraph 4 below, the Acquisition Proposal is also conditional upon the following matters in this paragraph 2 and, accordingly, the necessary action to make the Scheme effective (including the delivery of the Court Order and minutes of the Reduction of Capital to the Registrar of Companies and the registration thereof by the Registrar of Companies) will not be taken unless the following conditions are satisfied or waived, as referred to below at or prior to the Scheme being sanctioned by the Court and the Scheme becoming effective: (a) save as disclosed in the announcement of its interim results for the 6 months ended 30 June 2009 or Westcity's report and accounts for the year ended 31 December 2008, or as publicly announced by Westcity by the delivery of an announcement to a Regulatory Information Service prior to 16 September 2009, or as fairly disclosed in writing by Westcity to Berkshire prior to 16 September 2009, or as known or ought reasonably to be known to Berkshire at or prior to 16 September 2009, or otherwise which occurs as a result of a matter or act of any member of the Wider Westcity Group (such public announcements, disclosures, information or acts or matters being referred to in these terms and conditions as being "revealed"), there being no provision of any agreement, authorisation, arrangement, franchise, consent, lease, licence, permit or other instrument to which any member of the Wider Westcity Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, which as a result of the Acquisition Proposal or because of a change in the control or management of any member of the Wider Westcity Group or otherwise, is or is reasonably likely to result (in any case to an extent which is materially adverse in the context of the Wider Westcity Group taken as a whole) in: (i) any indebtedness, actual or contingent, of any such member being or becoming repayable or capable of being declared repayable immediately or earlier than its stated maturity date; (ii) any such agreement, authorisation, arrangement, franchise, consent, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being or becoming capable of being terminated or adversely modified or affected or any onerous obligation arising or any materially adverse action being taken or arising or any obligation or liability arising thereunder; (iii) the rights, liabilities, obligations or interests of any such member in or with any other person, firm, company or body (or any arrangements or agreements relating to such rights, liabilities, obligations, interests or business) being terminated, modified or adversely affected; (iv) any material assets or interests of, or any asset the use of which is enjoyed by, any such member being or falling to be disposed of or charged or ceasing to be available to any such member 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 such member otherwise than in the ordinary course of business; (v) the creation of any mortgage, charge or other security interest over the whole or any part of the property or assets of any such member or any such mortgage, charge or security (whenever created, arising or having arisen) becoming enforceable or being enforced; (vi) the value or the financial position of any member of the Wider Westcity Group being materially prejudiced or adversely affected; (vii) any liability of any member of the Wider Westcity Group to make any severance, termination, bonus or other payment of any of its officers or other senior executives; or (viii) any such member ceasing to be able to carry on business under any name under which it presently does, and no event having occurred which, under any provision of any such agreement, authorisation, arrangement, franchise, consent, lease, licence, permit or other instrument to which any member of the Wider Westcity Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, might reasonably be expected to result in any of the events referred to in this condition (a) to an extent which is material in the context of the Westcity Group taken as a whole; (b) no government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative or investigative body or authority (including, without limitation, any national anti-trust or merger control authority), court, trade agency, professional body, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party" and all collectively "Third Parties") having instituted, implemented or threatened (in writing and addressed to a member of the Wider Westcity Group), or having decided to institute, implement or threaten (in writing and addressed to a member of the Wider Westcity Group), any action, proceeding, suit, investigation, enquiry or reference or having made, proposed or enacted any statute, regulation, order or decision or taken any steps which is reasonably likely to, as the case may be: (i) make the Acquisition Proposal or its implementation or the change of control of Westcity void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, challenge, frustrate, delay or interfere with the same, or impose additional material conditions or obligations with respect thereto, or otherwise require material amendment to the terms of the Acquisition Proposal (including, without limitation, taking any steps which would result in Berkshire being required to dispose of all or some of its Westcity Shares or restrict the ability of Berkshire to exercise voting rights in respect of some or all of such Westcity Shares); (ii) require the divestiture by Berkshire or by any member of the Wider Westcity Group of all or any material portion of their respective assets or properties or impose any limitation on the ability of any of them to own any of their respective assets or property (or any part thereof) to an extent which is material to Berkshire or in the context of the Wider Westcity Group taken as a whole, respectively; (iii) impose any limitation on, or result in a delay in, the ability of Berkshire or any member of the Wider Westcity Group directly or indirectly to acquire or hold or exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities (or the equivalent) in any member of the Wider Westcity Group or to exercise management control over any such member; (iv) otherwise adversely affect any or all of the assets, profits, financial position or prospects of any member of the Wider Westcity Group to an extent which is material in the context of the Wider Westcity Group taken as a whole; (v) save pursuant to the Acquisition Proposal, require Berkshire or any member of the Wider Westcity Group to offer to acquire any shares or other securities (or the equivalent) in any member of the Wider Westcity Group owned by any Third Party; and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction or enact any such statute, regulation, order or decision or take any steps having expired, lapsed or been terminated; (c) all material authorisations, orders, recognitions, grants, determinations, consents, licences, confirmations, clearances, certificates, permissions and approvals (each an "Authorisation") which are necessary or considered appropriate by Berkshire (Berkshire acting reasonably in considering whether any such Authorisation is appropriate) in any relevant jurisdiction for or in respect of the Acquisition Proposal (including, without limitation, its implementation) having been obtained, in terms and in a form reasonably satisfactory to Berkshire for all appropriate Third Parties or from any persons or bodies with whom any member of the Wider Westcity Group has entered into contractual arrangements, in each case where the absence of such Authorisation from such a person might have a material adverse effect on the Wider Westcity Group taken as a whole and all such Authorisations remaining in full force and effect and there being no notice or intimation of any intention to revoke, withdraw, withhold, suspend, restrict, modify, amend or not to renew any of the same in any case to an extent which is materially adverse in the context of the Westcity Group taken as a whole; (d) save as revealed, no member of the Wider Westcity Group having since 30 June 2009: (i) (save as between Westcity and wholly-owned subsidiaries of Westcity, or for options granted, or on the exercise of rights to subscribe for Westcity Shares pursuant to the exercise of options granted or the exercise of rights under the Westcity Share Schemes on or prior to the date hereof or for the issue of any Westcity Shares pursuant to the Scheme), issued, agreed to issue, authorised or proposed the issue or grant of additional shares of any class, or securities convertible into, or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities or redeemed, purchased or reduced or announced any proposal to redeem, purchase or reduce any part of its share capital; (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 its shareholders pro-rata; (iii) (save for transactions between Westcity and wholly-owned subsidiaries of Westcity) merged with or demerged any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any rights, title or interest in any asset (including shares and trade investments), or authorised or proposed or announced any intention to propose any merger, demerger, acquisition, disposal, transfer, mortgage, charge or the creation of any security interest over the same (other than in the ordinary course of business); (iv) (save as between Westcity and wholly-owned subsidiaries of Westcity) made, authorised or proposed, or announced an intention to propose, any change in its share or loan capital including the purchase or redemption of any of its own shares; (v) issued, authorised or proposed the issue of or made any change in or to any debentures or incurred or increased any indebtedness or become subject to a liability (actual or contingent) which in any case is outside the ordinary course of business and material in the context of the Wider Westcity Group taken as a whole; (vi) save in connection with the Acquisition Proposal, entered into, implemented, effected, varied, authorised or proposed or announced its intention to enter into or vary any contract, reconstruction, amalgamation, scheme, commitment, merger, demerger or other similar transaction or arrangement, in each case otherwise than in the ordinary course of business, which in any case is material in the context of the Wider Westcity Group taken as a whole; (vii) terminated or varied the terms of any agreement or arrangement between any member of the Wider Westcity Group and any other person in a manner which is reasonably likely to have a material adverse effect on the financial position of the Wider Westcity Group taken as a whole; (viii) proposed, agreed to provide or modified the terms of any share option scheme; (ix) entered into or changed the terms of any contract, agreement or arrangement with any director or senior executives of any member of the Wider Westcity Group which is material in the context of the whole of the Wider Westcity Group taken as a whole; (x) taken or proposed any corporate action or had any legal proceedings instituted or threatened against it in writing or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, trustee, administrator, administrative receiver or similar officer of all or any material part of its assets and revenues or any analogous or equivalent steps or proceedings in or under the laws of any jurisdiction having occurred or there having been appointed any analogous person in any jurisdiction which in any case is material in the context of the Wider Westcity Group taken as a whole; (xi) been unable, or admitted in writing that it is unable, to pay its debts generally 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 in any case which is or would be material in the context of the Wider Westcity Group taken as a whole; (xii) made any material alteration to its memorandum or articles of association or other incorporation documents (other than pursuant to the Scheme); (xiii) made or agreed or consented to any significant change to the terms of the trust deeds constituting pension schemes established for its directors and/or employees or their dependents or to 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 upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to any change to the trustees involving the appointment of a corporation which would be material in the context of the Wider Westcity Group taken as a whole; (xiv) entered into any agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) to enter into any agreement, commitment or arrangement or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this condition (d); (e) save as revealed: (i) no adverse change or deterioration having occurred in the assets, financial position or profits or prospects of any member of the Wider Westcity Group which is material in the context of the Wider Westcity Group taken as a whole; (ii) no claim being made, and no circumstance having arisen which is likely to lead to a claim being made, under the insurance of any member of the Wider Westcity Group which is or might have a material adverse effect on the Wider Westcity Group taken as a whole; (iii) no claim having been made or threatened and no litigation, arbitration proceedings, prosecution or other legal or regulatory proceedings or investigation having been instituted, announced, implemented or threatened in writing by or against or remaining outstanding against any member of the Wider Westcity Group or to which any member of the Wider Westcity Group is or is likely to become a party (whether as plaintiff, defendant or otherwise) which has or might have a material adverse effect on the Wider Westcity Group taken as a whole; (iv) no contingent or other liability of any member of the Wider Westcity Group having arisen or become apparent or increased which in any such case is or might reasonably be expected materially or adversely to affect any member of the Wider Westcity Group which in any such case is or might be material and adverse in the context of the Wider Westcity Group taken as a whole; (v) (other than as a result of the Acquisition Proposal) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened in writing, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Wider Westcity Group which in any such case is or might be material and adverse in the context of the Wider Westcity Group taken as a whole; (f) except as revealed or fairly disclosed in writing by Westcity to Berkshire in each case prior to the date of the Announcement and to the extent material in any case in the context of the Wider Westcity Group taken as a whole: (i) any past or present member of the Wider Westcity Group has not received any notice from a Third Party to the effect that it has not complied with all applicable legislation or regulations of any applicable jurisdiction, all obligations in permits with regard to, and all contractual provisions relating to, the protection of the environment including relating to the storage, carriage, disposal, discharge, spillage or leak of waste or disposal or emission of any hazardous substance or any substance likely to impair the environment or More to follow, for following part double-click [nRn3P1603Z]</pre>