Richly Field China Development Limited - M&A Activity 2007

Website: http://www.irasia.com/listco/hk/upi

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT

UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934

______________

SPEAR & JACKSON, INC.

(Name of the Issuer)

Spear & Jackson, Inc.

United Pacific Industries Limited

Pantene Global Holdings Limited

Pantene Global Acquisition Corp.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

847309101

(CUSIP Number of Class of Securities)



Patrick J. Dyson	Brian Beazer
Chairman of the Board, Director, Chief	Chairman of the Board
Financial Officer and Principal Executive	United Pacific Industries Limited
Officer	Pantene Global Holdings Limited
Spear & Jackson, Inc.	Pantene Global Acquisition Corp
12012 Southshore Boulevard, Suite 103	c/o United Pacific Industries Limited
Wellington, Florida 33414	Suite 27-05/06, 27/F, Vicwood Plaza
(561) 793 7233	199 Des Voeux Road Central, Hong Kong
	(650) 233-2900

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement)

______________

Copies to:



Joel Mayersohn, Esq.	James M. Schneider, Esq.	Alan B. Rabkin, Esq.
Arnstein & Lehr LLP	Schneider Weinberger &	Jones Vargas
	Beilly, LLP
Counsel to Spear & Jackson,	Counsel to United Pacific	Counsel to United Pacific
Inc.	Industries Limited	Industries, Inc.
200 East Las Olas Blvd.,	2200 Corporate Blvd.,	100 West Liberty Street,
Suite 1700	NW, Suite 210	12th Floor
Fort Lauderdale, FL 33301	Boca Raton, FL 33431	Reno, NV 89504-0281
(954) 713-7600	(561) 362-9595	(775) 786-5000

______________

This statement is filed in connection with (check the appropriate box):

 a.

The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934 (the “Act”).

 b.

The filing of a registration statement under the Securities Act of 1933.

 c.

A tender offer.

 d.

None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: 

Check the following box if the filing is a final amendment reporting the results of the transaction: 

CALCULATION OF FILING FEE



Transaction Valuation(1)	Amount of Filing Fee(2)
$4,296,869	$459.77

———————

(1)

Pursuant to an Agreement and Plan of Merger by and between Spear & Jackson, Inc. (“Registrant”), United Pacific Industries Limited, Pantene Global Holdings Limited and Pantene Global Acquisition Corp. dated as of June 22, 2007, Registrant will merge with and into Pantene Global Acquisition Corp. and each outstanding share of common stock of the Registrant shall be converted into the right to receive $1.96, without interest, except for shares that are owned by the Registrant as treasury stock or owned by Pantene Global Holdings Limited, which will be cancelled without any payment therefore. As of July 9, 2007, there were 5,735,561 shares of common stock of the Registrant issued and outstanding, 6,275,561 shares of common stock of the Registrant held in treasury by the Registrant, and no shares of the Registrant are subject to outstanding stock options, warrants, or convertible securities. The Transaction Valuation was determined by the product of (i) the number of shares of Common Stock that are proposed to be acquired in the transaction (calculated by subtracting 3,543,281 from 5,735,561) multiplied by (ii) the transaction consideration of $1.96 per share of common stock, (the “Merger Consideration”).

(2)

The filing fee of $459.77 was calculated in accordance with Rule 0-11 under the Exchange Act, by multiplying the Merger Consideration by 0.000107.



Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) under the Act and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $459.77

Form or Registration No.: Schedule 14A

Filing Party: Spear & Jackson, Inc.

Date Filed: July 9, 2007

Introduction

This Rule 13E-3 Transaction Statement on Schedule 13E-3 (this “Statement”) is being filed by (1) Spear & Jackson, Inc., a Nevada corporation (the “Company” or “S&J”), the issuer of common stock, par value $0.001 per share (the “Common Stock”), that is the subject of the Rule 13e-3 transaction, (2) United Pacific Industries Limited, a Bermuda corporation (“UPI”), (3) Pantene Global Holdings Limited, a Hong Kong corporation and wholly-owned subsidiary of UPI which owns approximately 61.78% of the issued and outstanding shares of the Company (“Pantene”) and (4) Pantene Global Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Pantene (“Merger Sub” and, together with the Company, UPI and Pantene, the “Filing Persons”).

Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 22, 2007, by and among the Company, UPI, Pantene and Merger Sub, the Company will merge with and into Merger Sub, and the Merger Sub will continue as the surviving corporation and a wholly owned subsidiary of Pantene (the “Merger”). In connection with the Merger, each share of the Company common stock (the “Common Stock”) issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $1.96 in cash, without interest, other than (i) shares of Common Stock held by Pantene, which will be cancelled, and (ii) shares of Common Stock held by individuals who perfect dissenter’s rights under Nevada law, which shares will be converted into the right to receive such consideration as may be determined to be due pursuant to the provisions of Sections 92A.300 through 92A.500 of the Nevada Revised Statutes. The Company has no issued or outstanding options, warrants or convertible securities.

As a result of the Merger, current stockholders of the Company, other than Pantene, will cease to have ownership interests in the Company or rights as stockholders of the Company, and will not participate in any future earnings or growth of the Company or benefit from any appreciation in value of the Company.

Concurrently with the filing of this Statement, the Company is filing with the Securities and Exchange Commission a Proxy Statement (the “Proxy Statement”) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to a special meeting of the stockholders of the Company at which the stockholders of the Company will consider and vote upon a proposal to approve the Merger Agreement. At the special meeting, the approval of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock. Pantene has informed us that it will vote all the shares it owns in the Company, constituting approximately 61.78% of the issued and outstanding shares of the Company, for the approval of the Merger Agreement and the Merger.

The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Proxy Statement, including all exhibits thereto, is incorporated in its entirety herein by this reference, and the responses to each Item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion. Capitalized terms used but not defined in this Schedule shall have the meanings given to them in the Proxy Statement. A copy of the Proxy Statement is attached hereto as Exhibit (a)(3) and a copy of the Merger Agreement is attached as Exhibit A to the Proxy Statement.

All information contained in this Statement concerning any Filing Person has been provided by such Filing Person and no other Filing Person, including the Company, takes responsibility for the accuracy of any information not supplied by such Filing Person.

Item 1.

Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

Item 2.

Subject Company Information

(a)

Name and Address. The Company’s name and the address and telephone number of its principal executive office are as follows:

Spear & Jackson, Inc.

12012 Southshore Boulevard, Suite 103

Wellington, Florida 33414

(561) 793-7233

(b)

Securities. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“MARKET AND MARKET PRICE”

(c)

Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“MARKET AND MARKET PRICE – Market Information”

(d)

Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“MARKET AND MARKET PRICE – Dividends”

(e)

Prior Public Offerings. Not Applicable.

(f)

Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“STOCK PURCHASE INFORMATION”

Item 3.

Identity and Background of Filing Person(s)

(a)

Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“PARTIES TO THE MERGER AGREEMENT”

(b)

Business and Background of Entities. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“PARTIES TO THE MERGER AGREEMENT”

(c)

Business and Background of Natural Persons.

Patrick J. DysonMr. Dyson was appointed Chief Financial Officer of S .&J in October 2004, and was appointed the Company’s Chairman of the Board and a Director in February 2007. He qualified as a member of the Institute of Chartered Accountants in England and Wales in 1982 and worked in public practice with Barber Harrison & Platt in Sheffield, England until joining Spear & Jackson plc in 1991, where he has occupied a number of Corporate Financial roles within the Group. From April 1995 to July 2001 Mr. Dyson was Group Chief Accountant, and from August 2001 until his appointment as Chief Financial Officer in October 2004 he was Group Financial Controller. He holds a BA in English and an MA in Linguistics, both from the University of Leeds, England.

Lewis Hon Ching HoMr. Ho .was appointed Director and Chief Administrative Officer of S&J in August 2006. He joined Pantene Industrial Co. Ltd, a wholly owned subsidiary of UPI, in 1999. Mr. Ho holds an Associate diploma in Mechanical Engineering and an Associate’s Diploma in Electrical/Electronic Engineering. He has worked in the manufacturing field for more than 27 years, of which 17 years has been spent in the electronics industry, and he has a special expertise in tool and die-making. He was appointed a director and general manager of PE HGZ, a wholly owned subsidiary of UPI, in 2005.

William Fletcher. Mr. Fletcher was appointed the Chief Executive Officer of Spear & Jackson plc and Bowers plc, subsidiaries of S&J, in April 2004. He had previously been Chief Financial Officer since September 2002. Mr. Fletcher has served in various positions within Spear & Jackson plc since 1970. He was appointed Finance Director of Neill Tools Ltd, that company's principal UK subsidiary in September 1987 and in May he was appointed Group Finance Director. Mr. Fletcher was educated at Sheffield Hallam University and is a qualified mathematician.

Dr. J. Preston Jones. Dr. Jones was appointed an independent director of S&J in April 2007, and serves as the sole member of the Board’s Finance Committee. "Dr. Jones’s is the Executive Associate Dean of the H. Wayne Huizenga School of Business and Entrepreneurship. His professional career began in 1972 with the Johnson & Johnson Family of Companies. During the fifteen years to follow, he held positions of increasing responsibility in manufacturing, quality assurance, plant management, and engineering design. The highlight of his career was the construction of a $30 million Tylenol Manufacturing Facility in Las Piedras Puerto Rico. He has owned and operated a small electrical supply company. Dr. Jones received his B.S. in Electrical Engineering from Purdue University and earned a Doctor of Business Administration at Nova Southeastern University. He has taught courses and presented seminars in Marketing Management, Entrepreneurship, Productivity Improvement, and Leadership. He has presented papers and conducted seminars in France, Japan, Bahamas, and Jamaica."

Brian C. BeazerMr. Beazer was appointed a Director of UPI in March 1998, and was . appointed Executive Chairman in June 2003. Mr. Beazer is also a director of various UPI subsidiaries, and serves as the sole officer and director of Pantene and Merger Sub. From 1968 to 1983, Mr. Beazer was Chief Executive Officer of Beazer PLC, a United Kingdom company, and then was Chairman and CEO of that company from 1983 to the date of its acquisition by an indirect, wholly-owned subsidiary of Hanson PLC (effective December 1, 1991). Mr Beazer is the Chairman of Beazer Homes USA, Inc., a leading United States homebuilder (NYSE). Mr. Beazer serves as a Director of Numerex Corp. (Nasdaq), and is the Chairman of Jade Technologies Singapore Ltd (listed on Singapore Stock Exchange). Mr. Beazer was educated at the Cathedral School, Wells, Somerset, England.

David H. ClarkeMr. Clarke was appointed a director and Executive Vice-Chairman . of UPI in September 2004. Mr. Clarke had previously served as a non-executive director of UPI from July 1996 to July 1998. Mr. Clarke retired in September 2006 as Chairman and Chief Executive Officer of Jacuzzi Brands, Inc. (“Jacuzzi”), listed on the New York Stock Exchange. Prior to joining Jacuzzi in 1995, Mr. Clarke was Vice Chairman and a director of Hanson plc, a major international diversified company listed on the London Stock Exchange. Mr. Clarke also serves on the board of Fiduciary Trust Company International, a money manager, which is a subsidiary of New York Stock Exchange-listed Franklin Resources, Inc. Mr. Clarke currently is CEO of GSB Holdings, Inc., a subsidiary of his family’s private business engaged in real estate development and investments.

Simon N HsuMr. Hsu was appointed a director of UPI in July 1996, and was . appointed Executive Vice Chairman in June 2003. Mr. Hsu is the Chairman and Chief Executive Officer of e-commerce Logistics Group (“ECL”), a Greater China-focused logistics and supply chain management company headquartered in Hong Kong. Mr. Hsu has more than 22 years’ experience as a corporate executive in the Asia-Pacific region and the United States. Prior to joining United Pacific Industries Limited, Mr. Hsu was Managing Director of Hanson Pacific Limited, the Asian arm of Hanson PLC. Mr. Hsu holds a Business Administration degree from California State University at Northridge, California.

Teo Ek TorMr. Teo was appointed a director of UPI in January 2003. He is the . Managing Partner of PrimePartners Asset Management Pte Ltd which manages private-equity funds. He has over 26 years’ experience in investment banking in Asia. Mr. Teo has contributed to and been instrumental in the building up of two major regional investment banking groups – Morgan Grenfell Asia (1980-1993) and BNP Prime Peregrine (between 1994-1999). Mr. Teo graduated from the University of Western Ontario, Canada with an honors degree in business administration.

Henry W LimMr. Lim was appointed as an independent non-executive director of the . UPI in September 2004. Mr. Lim is a Chief Financial Officer with Morrison Express Corporation, based in Taiwan. He is a Certified Public Accountant and is a Fellow of the Institute of Certified Public Accountants of Singapore as well as a Fellow of CPA Australia. He holds a Bachelor of Commerce Degree in Accounting (Honors) from the Nanyang University of Singapore. He has over 30 years’ experience in professional audit and finance/accounting. He has held senior financial management positions with various companies, including 15 years with Fritz Companies Inc, a NASDAQ-listed company, where he rose through the ranks to become Director of Finance for International Operations. Mr. Lim serves as Chairman of the Audit Committee of United Pacific Industries.

Ramon Sy PascualMr. Pascual was appointed a director of UPI in January 2003. He is . a senior executive of Eton Properties Limited, a real estate development and investment company known for premier residential, commercial, retail, and hotel developments in Hong Kong and China. Mr. Pascual also serves as director in real estate, manufacturing and logistics companies with businesses in Hong Kong, China, and the Philippines.

Dr. Wong Ho Ching, ChrisDr. Wong has been an independent non-executive director of . UPI since March 1994. He is the Director of the Industrial Centre of the Hong Kong Polytechnic University. He specializes in Industrial Engineering, Technology Transfer and Corporate Management. He has been a consultant for the United Nations Educational, Scientific and Cultural Organisation and received a Fellow Award from the US Institute of Industrial Engineers for professional leadership and outstanding contributions to Industrial Engineering. Dr. Wong holds a Ph. D in management engineering from Xian Jiao Tung University. He has been a member of the First Hong Kong Special Administrative Region Election Committee and now is a member of the Hong Kong Special Administration Region Selection Committee.

Nila IbrahimMs Ibrahim has been associated with UPI as legal consultant since . July 2003 and was engaged as General Counsel in October 2006. Ms Ibrahim is admitted to the Singapore Bar and the New York Bar. She has over 24 years’ experience practicing law in Singapore and New York. She left law practice in 2001 to work as a legal consultant with Mr Beazer. In addition to her work with UPI, she remains a legal consultant with other companies. Ms Ibrahim holds a Bachelor of Laws (Honours) from the National University of Singapore, a Master of Laws (General) from New York University, and a Master of Business Administration from Hull University.

Lee Kong MengMr. Lee joined Pantene in November 2005 as Senior Director of . Operation and was appointed COO in June 2006. Prior to joining UPI, he worked in various senior management positions in multi-national corporations like Philips (Consumer Electronics), Black & Decker (Power Tools), Potain (Tower Crane), Allied Telesyn (Communication/Network) and Jacuzzi (Bath & Spa). In the last ten years, Mr. Lee had set up and managed new factories in Greater China. He holds a Bachelor’s Degree (Honour) in Business Administration from International Management Centre of Buckingham, Advance Diploma in Industrial Management and Diploma in Electrical Engineering from Singapore Polytechnic.

None of the foregoing parties have been convicted in a criminal proceeding during the past five years, nor have any of said parties been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining said parties from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “PARTIES TO THE MERGER AGREEMENT”

Item 4.

Terms of the Transaction

(a)

Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS”

“THE MERGER AGREEMENT”

“Exhibit A – Agreement and Plan of Merger”

(c)

Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS”

“THE SPECIAL MEETING – Matters to be Considered at the Special Meeting”

“THE MERGER AGREEMENT – Conversion of Capital Stock”

“Exhibit A – Agreement and Plan of Merger”

(d)

Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET – Questions and Answers About the Merger”

“SPECIAL FACTORS – Dissenter’s Rights”

“THE SPECIAL MEETING – Dissenter’s Rights”

(e)

Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET – Questions and Answers About the Merger”

“WHERE STOCKHOLDERS CAN FIND MORE INFORMATION”

(f)

Eligibility for Listing or Trading. Not applicable.

Item 5.

Past Contacts, Transactions, Negotiations and Agreements

(a)

Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference.

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger “

“STOCK PURCHASE INFORMATION”

(b), (c)

Significant Corporate Events; Negotiations or Contracts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger “

“STOCK PURCHASE INFORMATION”

(e)

Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

“STOCK PURCHASE INFORMATION”

Item 6.

Purpose of the Transaction and Plans or Proposals

(b)

Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Purpose and Structure of the Merger”

“SPECIAL FACTORS – Effects of the Merger”

“THE MERGER AGREEMENT”

“Exhibit A – Agreement and Plan of Merger”

(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS”

“THE MERGER AGREEMENT”

“Exhibit A – Agreement and Plan of Merger”

Item 7.

Purposes, Alternatives, Reasons and Effects

(a), (b),

Purposes; Alternatives; Reasons; Effects. The information set forth in the Proxy Statement

(c), (d)

under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Merger”

“SPECIAL FACTORS – Reasons for the Finance Committee’s Determination of the Fairness of the Merger and Recommended Approval of the Merger”

“SPECIAL FACTORS – Reasons for the Board of Directors’ Determination”

“SPECIAL FACTORS – Fairness of the Merger to Stockholders other than Parent”

“SPECIAL FACTORS – Determination of the Fairness of the Merger by the Parent and Newco.

“SPECIAL FACTORS – Opinion of Financial Advisor to the Finance Committee”

“SPECIAL FACTORS – Purpose and Structure of the Merger”

“SPECIAL FACTORS – Effects of the Merger”

“SPECIAL FACTORS – Federal Income Tax Considerations”

“THE MERGER AGREEMENT”

“Exhibit A – Agreement and Plan of Merger”

“Exhibit B – Opinion of Capitalink, L.C.”

Item 8.

Fairness of the Transaction

(a), (b)

Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Recommendation of the Board of Directors; Fairness of the Merger”

“SPECIAL FACTORS – Reasons for the Finance Committee’s Determination of the Fairness of the Merger and Recommended Approval of the Merger”

“SPECIAL FACTORS – Reasons for the Board of Director’s Determination”

“SPECIAL FACTORS – Fairness of the Merger to Stockholders Other than Parent”

“SPECIAL FACTORS – Determination of the Fairness of the Merger by the Parent and Newco”

“SPECIAL FACTORS – Opinion of Financial Advisor to the Finance Committee”

“Exhibit B – Opinion of Capitalink, L.C.”

(c)

Approval of Security Holders. The structure of the transaction does not require the approval of at least a majority of unaffiliated security holders.

(d)

Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Recommendation of the Board of Directors; Fairness of the Merger”

“SPECIAL FACTORS – Reasons for the Finance Committee’s Determination of the Fairness of the Merger and Recommended Approval of the Merger”

“SPECIAL FACTORS – Reasons for the Board of Director’s Determination”

“SPECIAL FACTORS – Fairness of the Merger to Stockholders Other than Parent”

“SPECIAL FACTORS – Determination of the Fairness of the Merger by the Parent and Newco”

“SPECIAL FACTORS – Opinion of Financial Advisor to the Finance Committee”

(e)

Approval of Directors. The Rule 13E-3 transaction was approved by a majority of the directors of the Company who are not employees of the Company.

(f)

Other Offers. No other offers have been received by the Company.

Item 9.

Reports, Opinions, Appraisals and Negotiations

(a),(b)

Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Opinion of Financial Advisor to the Finance Committee”

“Exhibit B – Opinion of Capitalink, L.C.

(c)

Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Company common stock or representative who has been so designated in writing.

Item 10.

Source and Amounts of Funds or Other Consideration

(a),(b),(d) Source of Funds; Conditions; Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Merger Financing”

“THE MERGER AGREEMENT”

“Exhibit A – Agreement and Plan of Merger”

(c)

Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Estimated Fees and Expenses of the Merger”

“THE MERGER AGREEMENT”

“Exhibit A – Agreement and Plan of Merger”

Item 11.

Interest in Securities of the Subject Company

(a), (b)

Securities Ownership; Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“PARTIES TO THE MERGER AGREEMENT”

“STOCK PURCHASE INFORMATION”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

Item 12.

The Solicitation or Recommendation

(d)

Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“THE SPECIAL MEETING – Record Date and Voting Information”

“PARTIES TO THE MERGER AGREEMENT”

“THE MERGER AGREEMENT – Conversion of Capital Stock”

(e)

Recommendations of Others. The Company’s Board of Directors and the Finance Committee of the Company’s Board of Directors have issued the only recommendations with respect to the proposals set forth in the Company’s Proxy Statement. Both have recommended that the Company’s stockholders vote in favor of the proposals set forth in the Company’s Proxy Statement.

Item 13.

Financial Statements

(a)

Financial Statements. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPEAR & JACKSON, INC. HISTORICAL FINANCIAL DATA”

“WHERE STOCKHOLDERS CAN FIND MORE INFORMATION”

(b)

Pro Forma Information. Not applicable.

Item 14.

Persons/Assets, Retained, Employed, Compensated or Used

(a),(b)

Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Estimated Fees and Expenses of the Merger”

“THE SPECIAL MEETING – Expenses of Proxy Solicitation”

Item 15.

Additional Information

(b)

Other Material Information. The information set forth in the Proxy Statement and exhibits thereto is incorporated in its entirety herein by reference.

Item 16.

Exhibits



Exhibit Number		Description
(a)(1)		Form of Letter to Stockholders of Spear & Jackson, Inc. (1)
(a)(2)		Form of Notice of Special Meeting of Stockholders of Spear & Jackson, Inc. (1)
(a)(3)		Preliminary Proxy Statement on Schedule 14A. (1)
(a)(4)		Form of proxy card, filed with the Securities and Exchange Commission with the Proxy Statement, incorporated herein by reference to the Proxy Statement. (2)
(b)		None.
(c)(1)		Opinion of Capitalink, LLC, dated June 14, 2007. (3)
(c)(2)		Presentation of Capitalink, L.C. to the Finance Committee and the Board of Directors of Spear & Jackson, Inc., dated June 14, 2007.
(d)		Agreement and Plan of Merger, dated as of June 22, 2007, by and among Spear & Jackson, Inc., United Pacific Industries Limited, Pantene Global Holdings Limited and Pantene Global Acquisition Corp. (4)
(f)		None.
(g)		None.

———————

(1)

Incorporated herein by reference to the Schedule 14A Preliminary Proxy Statement filed by Spear & Jackson, Inc. with the SEC on July 9, 2007.

(2)

To be filed by amendment.

(3)

Incorporated herein by reference to Exhibit B to the Schedule 14A Preliminary Proxy Statement filed by Spear & Jackson, Inc. with the SEC on July 9, 2007.

(4)

Incorporated herein by reference to Exhibit A to the Schedule 14A Preliminary Proxy Statement filed by Spear & Jackson, Inc. with the SEC on July 9, 2007.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of July 9, 2007



	SPEAR & JACKSON, INC.

	By:	/s/ PATRICK J. DYSON
	Name:	Patrick J. Dyson
	Title:	Chairman of the Board, Director, Chief Financial Officer, and Principal Executive Officer

	UNITED PACIFIC INDUSTRIES LIMITED

	By:	/s/ BRIAN BEAZER
	Name:	Brian Beazer
	Title:	Chairman of the Board

	PANTENE GLOBAL HOLDINGS LIMITED

	By:	/s/ BRIAN BEAZER
	Name:	Brian Beazer
	Title:	Chairman of the Board

	PANTENE GLOBAL ACQUISITION CORP.

	By:	/s/ BRIAN BEAZER
	Name:	Brian Beazer
	Title:	Chairman of the Board

As at the date hereof, the executive directors of the Company are : Mr. Brian C Beazer, Mr. David H Clarke, and Mr. Simon N Hsu; the non-executive directors are : Mr. Teo Ek Tor; and the independent non-executive directors are Dr. Wong Ho Ching, Chris, Mr. Henry W Lim and Mr. Ramon Sy Pascual.

EXHIBIT INDEX



Exhibit Number		Description
(a)(1)		Form of Letter to Stockholders of Spear & Jackson, Inc. (1)
(a)(2)		Form of Notice of Special Meeting of Stockholders of Spear & Jackson, Inc. (1)
(a)(3)		Preliminary Proxy Statement on Schedule 14A. (1)
(a)(4)		Form of proxy card, filed with the Securities and Exchange Commission with the Proxy Statement, incorporated herein by reference to the Proxy Statement. (2)
(b)		None.
(c)(1)		Opinion of Capitalink, LLC, dated June 14, 2007. (3)
(c)(2)		Presentation of Capitalink, L.C. to the Finance Committee and the Board of Directors of Spear & Jackson, Inc., dated June 14, 2007.
(d)		Agreement and Plan of Merger, dated as of June 22, 2007, by and among Spear & Jackson, Inc., United Pacific Industries Limited, Pantene Global Holdings Limited and Pantene Global Acquisition Corp. (4)
(f)		None.
(g)		None.

———————

(1)

Incorporated herein by reference to the Schedule 14A Preliminary Proxy Statement filed by Spear & Jackson, Inc. with the SEC on July 9, 2007.

(2)

To be filed by amendment.

(3)

Incorporated herein by reference to Exhibit B to the Schedule 14A Preliminary Proxy Statement filed by Spear & Jackson, Inc. with the SEC on July 9, 2007.

(4)

Incorporated herein by reference to Exhibit A to the Schedule 14A Preliminary Proxy Statement filed by Spear & Jackson, Inc. with the SEC on July 9, 2007.

EX-99.(C)(2) 2 exhc2.htm PRESENTATION

PROJECT SPADE

CCONFIDENTIAL

06.14.07

PRESENTATION TO THE FIANANCE COMMITTEE

OF THE BOARD OF DIRECTORS

Member NASD/SIPC

Mergers & Acquisitions | Fairness Opinions & Valuations | Restructuring | Capital Raising | Financial Advisory

4400 Biscayne Blvd., 14th Floor  Miami, Florida 33137  Phone 305-446-2026  Fax 305-446-2926  www.capitalinklc.com

PROJECT SPADE

CCONFIDENTIAL

CAPITALINK DISCLAIMER

This presentation and its analyses are only for use by the Finance Committee of the Board of Directors of Spear and Jackson, Inc. (“Spear” or the “Company”) and are not intended to, nor should they be, relied upon by any other party, including the stockholders of Spear. Capitalink does not express any opinion as to the underlying valuation or future performance of Spear or the price at which Spear’s securities might trade at any time in the future. The consent of Capitalink is required prior to the disclosure to any third party of this presentation, its analyses, or of the assessments made by Capitalink. These materials are based solely on information contained in publicly available documents and certain other information provided to Capitalink by Spear management. Capitalink has not attempted to investigate or verify the accuracy or completeness of such publicly available information or other information provided to Capitalink. Capitalink has relied upon the accuracy and completeness of such publicly available information and other information supplied to Capitalink. To the extent that such information includes estimates (including current pension obligations) and forecasts of future financial performance prepared by or reviewed with Spear management or obtained from public sources, Capitalink has assumed such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management.

These materials are being furnished, and should be considered only in connection with, the oral presentation being provided by Capitalink in connection herewith.

Neither Capitalink nor its principals beneficially own any interest in either Spear or UPI. Further, Capitalink has not previously provided, nor are there any pending agreements to provide, any other services to either company.

In the ordinary course of business, Capitalink’s affiliate Ladenburg Thalmann & Co. Inc. (“Ladenburg”), certain of Ladenburg’s affiliates, as well as investment funds in which they may have financial interests, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including bank loans and other obligations) of, or investments in, Spear, any other party that may be involved in the Transaction and their respective affiliates.

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CCONFIDENTIAL

TABLE OF CONTENTS



I	TRANSACTION OVERVIEW
II	SPEAR OVERVIEW
III	SPEAR PERFORMANCE
IV	VALUATION ANALYSIS
V	APPENDIX

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GLOSSARY OF TERMS



CAGR	Compound average growth rate
CY	Calendar Year
EBIT	Earnings before interest and taxes
EBITDA	Earnings before interest, taxes, depreciation and amortization
EPS	Earnings per share
EV	Enterprise value
FY	Fiscal year
ITM	In the money
LFY	Latest fiscal year
LTM	Latest twelve months
MV	Market value
MRQ	Most recent quarter
SEC	Securities and Exchange Commission
TIC	Total invested capital
WACC	Weighted average cost of capital

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I	TRANSACTION OVERVIEW
II	SPEAR OVERVIEW
III	SPEAR PERFORMANCE
IV	VALUATION ANALYSIS
V	APPENDIX

Page 5

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CCONFIDENTIAL

TRANSACTION OVERVIEW

INTRODUCTION



Transaction	 UPI, a publicly listed Hong Kong based company and the largest shareholder of Spear, is seeking to acquire the remaining shares of Spear that it does not own in a going-private merger transaction.  UPI owns approximately 3.54 million shares of Spear common stock or 61.8% of the total shares outstanding.  Following the completion of the Transaction, Spear will become a private company and there will be no public market for its shares of common stock.

Consideration	 Consideration per share of $1.96 in cash.  Represents an aggregate cash payment of approximately $4.3 million to Spear’s non-UPI stockholders (the “Non-Affiliated Stockholders”).

Transaction Rationale	 Spear stockholders are unable to benefit fully from public company status due to limited liquidity and micro-cap classification resulting in issues relating to: o Shareholders ability to move into or out of large positions. o Spear’s ability to use shares for acquisitions and raise capital in public markets. o Spear’s attractiveness as an investment vehicle for institutional investors.  Maintaining the status quo and continuing to bear public company costs does not present significant tangible benefits.  Public company costs are high: o Costs associated with retaining public status, servicing shareholders and continuing public communication. o Additional costs related to Section 404 compliance of Sarbanes-Oxley, increasing D&O insurance expenses and audit costs.  Time demands on management and employees associated with public status are significant: o Investor relations and communications. o Preparing public reports, filings, press releases and Regulation FD compliance.

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TRANSACTION OVERVIEW

INTRODUCTION



Transaction Benefits	 Non-affiliated stockholders of Spear will be able to be cashed out at a price which represents a significant premium over Spear’s historical share price range, without paying a commission.  Limits the dissemination of certain business information to Spear’s competitors, vendors, customers and other interested parties, which could potentially be detrimental to the Company.  Reduces direct and indirect costs.  Saves management and employee time.

Capitalink Assignment	 The Finance Committee of the Board of Directors of Spear has retained Capitalink, L.C. to render an opinion as to whether, on the date of such opinion, the Consideration per share is fair, from a financial point of view, to the non-affiliated stockholders of Spear.  The amount of the Consideration per share was determined pursuant to negotiations between Spear’s Finance Committee and representatives of UPI and not pursuant to recommendations of Capitalink.  For purposes of preparing its opinion, Capitalink utilized estimates provided by Spear management, of Spear’s current pension obligation and its impact on Spear’s future cash flow.

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CCONFIDENTIAL

TRANSACTION OVERVIEW

INTRODUCTION

Page 8

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CCONFIDENTIAL

TRANSACTION OVERVIEW

TRANSACTION BACKGROUND



In July of 2006, UPI acquired a 61.8% interest in the Company from Jacuzzi Brands and its subsidiary USI American Holdings, Inc., for approximately $4.96 million or $1.40 per share.



As a condition of the share purchase agreement, UPI agreed that neither it nor any of its affiliates will purchase any additional common stock during the period from the signing of the stock purchase agreement through one year following the closing (i.e. July 28, 2007) at a price less than $1.40 per share.



In January 2007, Brian Beazer, the then Chairman of Spear, indicated that he is expecting to receive a merger proposal from a UPI nominated subsidiary.



On February 8, 2007, the Finance Committee retained Capitalink to issue a fairness opinion on any potential transaction with UPI.



On April 17, 2007, Spear appointed a new director, Preston Jones, who would also sit on the Finance Committee to review the UPI transaction.



On May 15, 2007, Spear received an offer from UPI to acquire the remaining outstanding shares of common stock that they did not presently own for $1.483 per share in cash.



On May 18, 2007, the Finance Committee, its legal counsel and Capitalink had a telephonic meeting and discussion with a representative from PWC with respect to the issues relating to Spear’s pension liability.



On May 23, 2007, the Finance Committee, its legal counsel and Capitalink had a telephonic meeting to discuss the proposed offer, and reviewed concerns relating to the valuation of Spear and the current estimate of the pension liability obligations.



On May 25, 2007, the Board of Directors convened to discuss the status of negotiations and the various issues and hurdles related to the valuation, the pension plan, and various regulatory issues inherent with the Transaction.

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CCONFIDENTIAL

TRANSACTION OVERVIEW

TRANSACTION BACKGROUND



On May 31, 2007, the Finance Committee, its legal counsel and Capitalink had a telephonic meeting with representatives from UPI to discuss the proposed offer and the concerns relating to determining the most current estimate of Spear’s pension liability obligations.



Also on May 31, 2007, the Finance Committee, its legal counsel and Capitalink had a telephonic meeting to discuss the offer from UPI. The Finance committee concluded that such the offer was not sufficient. Mr. Jones indicated he would discuss these issue with Mr. Clark.



In early June, 2007, Messrs Jones and Beazer had a brief conversation to discuss the issues with respect to the UPI offer, and advised Mr. Jones to have further discussions with Mr. Clark.



In early June 2007, Messrs Jones and Clark discussed the proposed transaction and the Finance Committee’s concerns with the $1.483 offer price. As a result of those conversations, Mr. Clark verbally indicated that UPI would be willing to raise its offer to $1.75 per share and UPI may be convinced to go up to $1.80.



On June 4, 2007, the Finance Committee, its legal counsel and Capitalink had a telephonic meeting to discuss the updated verbal offer from UPI. The Finance Committee concluded that such an offer was still not sufficient. Mr. Jones indicated he would continue discussions with Mr. Clark.



On June 8, 2007, Messrs Jones and Clark discussed the proposed transaction and the Finance Committee’s concerns with the verbally revised offer price. As a result of those conversations, Mr. Clark verbally indicated that UPI was willing to raise its offer to $1.90.



On June 11, 2007, the Finance Committee, its legal counsel and Capitalink had a telephonic meeting to discuss conversations and the updated verbal offer from UPI. The Finance Committee concluded that an offer of $1.96 would be sufficient to recommend to stockholders. Mr. Jones indicated he would continue discussions with Mr. Clark.



On June 12, 2007, Mr. Jones had a conversation with Mr. Clark and discussed how the current verbal offer of $1.90 was not sufficient.

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CCONFIDENTIAL

TRANSACTION OVERVIEW

TRANSACTION BACKGROUND



On June 13, 2007, the Finance Committee, its legal counsel and Capitalink had a telephonic meeting with UPI and legal counsel to discuss the valuation of Spear. After lengthy discussions, Mr. Clark verbally indicated that UPI was willing to raise its offer to $1.96 per share.

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CCONFIDENTIAL



I	TRANSACTION OVERVIEW
II	SPEAR OVERVIEW
III	SPEAR PERFORMANCE
IV	VALUATION ANALYSIS
V	APPENDIX

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CCONFIDENTIAL

SPEAR OVERVIEW

INTRODUCTION



Spear was incorporated under the name Megapro Tools, Inc. on December 17, 1998 in Nevada.



The Company operates as a manufacturer and distributor of a broad line of hand tools, lawn and garden tools, industrial magnets and metrology tools. The products are manufactured and distributed under various brand names including Spear & Jackson, Neill, Bowers, Coventry Gauge, CV, Robert Sorby, Moore Wright, Eclipse, Elliot Lucas and Tyzack, and are sold throughout the United Kingdom, Europe, Australia, North and South America, Asia and the Far East. Prior to September 30, 2003 the Company also operated a screwdriver division.



The three principal business divisions are:



	o Hand & Garden Tools (consists of S&J Garden Tools and Neill Tools) – Manufactures a range of non-powered hand hacksaws, hacksaw blades, hacksaw frames, builders’ tools, riveter guns, wood saws and lawn, garden and agricultural tools. Neill Tools also offers hand power tools and electric garden tools as of 2005.
	o Eclipse Magnetics Division (operates under the umbrella of Neill Tools) – Offers magnetic tools, permanent magnets, magnetic chunks and turnkey magnetic systems. Additionally, Eclipse Magnetics engages in the trading of other magnetic material and component parts and is involved in applied magnetics and supplies separators, conveyors, lifting equipment and other material handling solutions.
	o Metrology Division (consists of Moore & Wright, Coventry Gauge & Bowers Metrology Group) – Manufactures low technology measuring tools including squares and rulers, calipers and dividers, micrometers and hand held gauges for checking the threads, diameters and tapers of machined components. The Metrology Division also manufactures high specification metrology instruments including precision bore gauges and universal gauges and hardness testing equipment. In December 2004, Bowers was granted the European distribution rights for a line of premier portable hardness testers and in 2005, established Bowers Eclipse Shanghai Equipment Limited, an allied manufacturing, quality control and distribution center in Shanghai.

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SPEAR OVERVIEW

INTRODUCTION



The Company also operates under Robert Sorby and manufactures hand held woodworking tools and complementary products with strong aesthetic appeal.



On August 23, 2002, USI Mayfair Limited, a wholly-owned subsidiary of USI Global Corp., Megapro Tools, and S and J Acquisitions Corp. executed a stock purchase agreement to acquire all of the shares of Spear & Jackson and its affiliate, Bowers Group plc for approximately 3.5 million shares and promissory notes. Concurrently, Megapro closed a Private Placement in which it agreed to issue approximately six million shares of common stock to PNC Tool Holdings in exchange for $2 million. Subsequently, on November 7, 2002, the Company changed its name from Megapro Tools to Spear & Jackson.



In April 2004, the SEC filed suit against the Company and Mr. Dennis Crowley, its then current CEO/Chairman, alleging violations with respect to the SEC’s registration, anti-fraud and reporting provisions. These allegations arose from the alleged failure of Mr. Crowley to accurately report his ownership of the Company’s stock, and his alleged manipulation of the price of the Company’s stock through dissemination of false information, allowing him to profit from sales of stock through nominee accounts.



As a further measure, the U.S. District Court for the Southern District of Florida appointed a Corporate Monitor to oversee the Company’s operations. Monitoring by the Corporate Monitor was subsequently cancelled in January 2007.



On September 28, 2004, Mr. Crowley signed a Consent to Final Judgment of Permanent Judgment with the SEC, without admitting or denying the allegations included in the Complaint, which required disgorgement and payment of approximately $6.0 million. No disgorgement or civil penalties were sought from, or ordered to be paid by the Company.



During 2005, two additional litigation suits were brought against the Company, alleging essentially the same claims as the SEC suit discussed above. During 2006, the Company entered into settlement agreements with both suits, requiring payment of $0.65 million in the first suit, and by agreeing to certain change to corporate governance procedures and the payment of up to $75,000 in legal fees in the second suit.

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CCONFIDENTIAL

SPEAR OVERVIEW

INTRODUCTION



In March of 2006, UPI acquired a 61.8% interest in the Company from Jacuzzi Brands and its subsidiary USI American Holdings, Inc., for approximately $4.96 million or $1.40 per share. As a condition of the share purchase agreement, UPI agreed that neither it nor any of its affiliates will purchase any additional common stock during the period from the signing of the stock purchase agreement through one year following the closing, at a price less than $1.40 per share.



The majority of sales are to industrial, commercial and retail markets in the United Kingdom, with Europe and Australasia also contributing a significant amount. Sales of the garden tool products are typically sold to industrial catalogs, hardware stores, garden centers and multiple retailers and are seasonal and typically experience a peak in the early part of the Company’s third quarter when customers in the northern hemisphere prepare for the start of the spring gardening season. The majority of sales of magnetic products and precision laboratory based measuring machines are typically sold direct to the end user.



Approximately 43.6% of revenue was attributable to the sale of non-manufactured, factored products that were sourced from external suppliers in 2006.



The Company currently has approval for six patents that are registered in the U.K., Canada and Taiwan, in addition to, 373 trademarks and 42 designs registered throughout the world.



The Company is headquartered in Sheffield, England and had 589 employees as of September 30, 2006.



William Fletcher serves as the Acting Chief Executive Officer of the Company and Patrick Dyson serves as the Company’s Chief Financial Officer.



The Company trades on the OTCPK under symbol SJCK.

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SPEAR OVERVIEW

INDUSTRY OVERVIEW



Each of the Company’s divisions operates in mature sectors and faces extremely competitive market conditions. An influx of low-cost Far Eastern and third world imports has exacerbated the situation for the Company.



The hand and garden tools division faces competition from established companies including Stanley Works, Fiskars and Ames/True Temper, as well as, from low-cost Far-Eastern imitations. A shift in the customer profile in the U.K. from specialized tool distributors to large Do-It-Yourself retailers, a trend toward Far-Eastern products and brand equity dilution due to lower levels of marketing and advertising has placed increasing pressure on the Company. In New Zealand and Australia, significant pricing pressures have been exerted through the increased availability of tools manufactured from within the Pacific Rim.



The metrology division faces competition from larger established companies such as Mitutoyo. While Bowers is recognized as a global leader in the precision bore gauge market, its heavy reliance on the North American economy, combined with the threat of low priced Chinese imports and the decline in the availability of high-skilled engineers in the U.K., have geared the Company’s product line towards the high technology market segment.



The Eclipse Magnetics division also faces significant competition from Europe and the Far East, although the division has been able to remain competitive by offering quality, high-standard products at competitive prices.



The Robert Sorby division, a world leader in turning tools, competes with other companies including Henry Taylor Tools and Pfeil. The division seeks to differentiate itself from the mass produced Do-It-Yourself woodworking tools through quality, design and brands.

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CCONFIDENTIAL



I	TRANSACTION OVERVIEW
II	SPEAR OVERVIEW
III	SPEAR PERFORMANCE
IV	VALUATION ANALYSIS
V	APPENDIX

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SPEAR PERFORMANCE

FINANCIAL REVIEW



Capitalink reviewed Spear’s historical financial data for the five years ended September 30, 2006 and the six months ended March 31, 2007. Capitalink also reviewed the projected information for the five years ending September 30, 2011.



Capitalink views unfunded liabilities relating to defined benefit pension plans and retiree medical plans as debt-like in nature. By accepting a portion of their compensation on a deferred basis, the employees essentially become creditors of the company and such payments represent a call on future cash flows. In determining the amount of the liability, Capitalink utilized the projected benefit obligations in excess of plan assets (“PBO”) on an after-tax basis, using Spear’s marginal tax rate.



Over the next few months, Spear management, the Pension Fund Trustee and Spear’s pension advisors, PWC, will be in discussions to determine the balance of the unfunded pension liability in a triennial plan review process. The discussions will also determine the amount of the “catch-up” payments required for Spear to “make-good” their pension fund deficit over the next few years. If no such agreement can be reached, the prior agreement requires Spear to begin making annual contributions of £4.0 million.



Capitalink noted the following with respect to Spear’s historical performance:

○

Revenue has remained stable over the past three years between approximately $97.0 million and approximately $100.7 million.

○

Despite a history of generating positive EBITDA margins, Spear generated approximately $3.6 million in EBITDA losses in FY2006. These losses were primarily due to increased FAS 87 pension costs, additional one-times expenses related to the new Chinese facility and adverse currency exchange fluctuations.

○

In FY2005 and FY2006, Spear, as part of the restructuring of their manufacturing operations, sold their industrial site at St. Paul’s Road, Wednesbury, England and its warehouse and office facility in Boca Raton, Florida, for a combined $13.4 million.

○

As of March 31, 2007, Spear had no interest bearing debt outstanding and cash of approximately $7.2 million. Based on discussions with Spear management, the Company also has an estimated $41.9 million

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SPEAR PERFORMANCE

FINANCIAL REVIEW

(GBP 21.3 million) in unfunded pension liabilities, or $29.4 million after tax. This was based on Spear management’s latest estimate of the projected benefit obligation in excess of plan assets.



Capitalink noted the following with respect to Spear’s projected performance:

○

Revenue is expected to increase to approximately $127.9 million by 2011, which represents a CAGR of 5.7% between FY2007 and FY2011. Management believes the increase in sales is conservative and are due to the development of the China business and to sustainable price increases.

○

EBITDA is expected to improve from approximately negative $3.6 million in FY2006 to approximately $2.1 million in FY2007. By 2011, EBITDA is projected to reach approximately $10.0 million with a 7.8% EBITDA margin. The initial improvement in EBITDA is expected to be derived from the turnaround arising from the restructuring of the UK manufacturing operations. In addition, the UK manufacture of garden products is expected to be further migrated to areas of low cost manufacturing in India and China, in order to achieve gross margin improvements through the sourcing of key product lines.

○

FAS 87 pension costs are expected to remain high at approximately $8.2 million and $6.8 million for FY2007 and FY2008, in order to help reduce the significant unfunded pension liability balance.

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SPEAR PERFORMANCE

FINANCIAL REVIEW

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SPEAR PERFORMANCE

FINANCIAL REVIEW

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SPEAR PERFORMANCE

FINANCIAL REVIEW

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SPEAR PERFORMANCE

MARKET PERFORMANCE REVIEW



Capitalink reviewed the daily closing market price and trading volume of Spear’s common stock for two periods prior to May 15, 2007, the announcement date of the Transaction:

Twenty-four month period ended May 14, 2007.

Twelve month period ended May 14, 2007.



Capitalink compared the daily closing market price performance of the Company’s common stock for the twenty-four month and twelve month period to the comparable companies, and the Russell 3000 Index.



Capitalink calculated total trading volumes at various closing price ranges of the Company’s common stock. In addition, the number of trading days, and the respective percentages, at certain trading volumes, was set forth.

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SPEAR PERFORMANCE

MARKET PERFORMANCE REVIEW

Page 24

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SPEAR PERFORMANCE

MARKET PERFORMANCE REVIEW

Page 25

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I	TRANSACTION OVERVIEW
II	SPEAR OVERVIEW
III	SPEAR PERFORMANCE
IV	VALUATION ANALYSIS
V	APPENDIX

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VALUATION ANALYSIS

METHODOLOGIES



Based upon a review of the historical financial data and certain other qualitative data for Spear, Capitalink utilized several valuation methodologies to determine a range of values.



Capitalink did not form a conclusion as to whether any individual analysis, considered in isolation, supported or failed to support its valuation ranges and its opinion that the Consideration per share is fair, from a financial point of view, to Spear’s Non-Affiliated Stockholders.



Capitalink did not place any particular reliance or weight on any individual analysis, but instead concluded that the analyses, taken as a whole, supported its determination. Accordingly, the analyses must be considered as a whole and selecting portions of analyses or the factors considered, without considering all analyses and factors collectively, could create an incomplete and incorrect view of the process underlying the analyses in connection with the valuation ranges and with the preparation of the fairness opinion.



Instruction 2 to Item 1014 of SEC Regulation MA refers to factors that are important in determining the fairness of a transaction to unaffiliated security holders and the weight, if any, that should be given to them in a particular context will vary. The factors will include, among others, whether the consideration offered to unaffiliated security holders constitutes fair value in relation to:



(ii) Current market prices	(ii) Historical market prices
(iv) Net book value	(iv) Going concern value
(vi) Liquidation value	(vi) Purchase prices paid in previous purchases
(viii) Any report, opinion or appraisal	(viii) Firm offers of which the subject company or affiliate is aware made by an unaffiliated persons during the past two years.



Capitalink noted that its presentation addresses and takes into account all of the above factors with the exception of (iii) and (v). Capitalink determined that neither a net book value analysis nor a liquidation analysis (factors (iii) and (v)) would derive an indicated value in excess of going concern value and therefore such analyses were not warranted.

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VALUATION ANALYSIS

VALUATION SUMMARY

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VALUATION ANALYSIS

DISCOUNTED CASH FLOW ANALYSIS



A discounted cash flow analysis estimates value based upon a company’s projected future free cash flow discounted at a rate reflecting risks inherent in its business and capital structure. Unlevered free cash flow represents the amount of cash generated and available for principal, interest and dividend payments after providing for ongoing business operations.



While the discounted cash flow analysis is the most scientific of the methodologies, it is dependent on projections and is further dependent on numerous industry-specific and macroeconomic factors.



Capitalink utilized the forecasts provided by Spear management which project an increase in revenue from FY2006 to FY2011 from approximately $96.9 million to approximately $127.9 million, respectively (representing a CAGR of 5.7%).



In calculating the free cash flows of the Company, Capitalink also removed the estimated portion of the periodic pension expense that specifically relates to the “catching-up” of the unfunded pension liability. This adjustment ensures the analysis correctly accounts for the unfunded pension liability only once (i.e., with the inclusion of the liability as part of net debt).

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VALUATION ANALYSIS

DISCOUNTED CASH FLOW ANALYSIS

Page 30

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VALUATION ANALYSIS

DISCOUNTED CASH FLOW ANALYSIS

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VALUATION ANALYSIS

COMPARABLE COMPANY ANALYSIS



A selected comparable company analysis reviews the trading multiples of publicly traded companies that are similar to Spear with respect to business and revenue model, operating sector, size and target customer base.



Capitalink located seven companies that it deemed comparable to Spear with respect to their industry sector and operating model. All of the comparable companies are involved in the development, manufacture and marketing of various hand tools and are classified under the SIC code 3423 (Hand and Edge Tools, NEC).



Multiples utilizing market value and enterprise value were used in the analyses. The differences between the two are as follows:

○

Market value equals price per share times number of shares outstanding; and

○

Enterprise value equals market value plus debt, preferred stock and minority interest, less cash and equivalents.



For comparison purposes, all operating profits including EBITDA were normalized to exclude unusual and extraordinary expenses and income.



None of the comparable companies have characteristics identical to Spear. Accordingly, an analysis of publicly traded comparable companies is not mathematical; rather it involves complex consideration and judgments concerning differences in financial and operating characteristics of the comparable companies and other factors that could affect the public trading of the comparable companies.

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VALUATION ANALYSIS

COMPARABLE COMPANY ANALYSIS



Capitalink expects Spear’s valuation multiples to be significantly below the mean of the comparable companies due to its lower EBITDA margins, lower historical revenue and EBITDA growth, significant risks related to the pension liabilities, and smaller size.

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VALUATION ANALYSIS

COMPARABLE COMPANY ANALYSIS

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VALUATION ANALYSIS

COMPARABLE COMPANY ANALYSIS

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VALUATION ANALYSIS

COMPARABLE COMPANY ANALYSIS

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VALUATION ANALYSIS

COMPARABLE COMPANY ANALYSIS

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VALUATION ANALYSIS

COMPARABLE COMPANY ANALYSIS

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VALUATION ANALYSIS

COMPARABLE TRANSACTION ANALYSIS



A comparable transaction analysis involves a review of merger, acquisition and asset purchase transactions involving target companies that are in related industries to Spear.



The comparable transaction analysis generally provides the widest range of value due to the varying importance of an acquisition to a buyer (i.e., a strategic buyer willing to pay more than a financial buyer) in addition to the potential differences in the transaction process (i.e., competitiveness among potential buyers).



Information is typically not disclosed for transactions involving a private seller, even when the buyer is a public company, unless the acquisition is deemed to be “material” for the acquirer. As a result, the selected comparable transaction analysis is limited to transactions involving the acquisition of a public company, or substantially all of its assets, or the acquisition of a large private company, or substantially all of its assets, by a public company.



Capitalink located fifteen transactions announced since January 2003 involving target companies involved in the development, manufacture and marketing of various hand tools and are classified under the SIC code 3423 (Hand and Edge Tools, NEC, and for which detailed financial information was available.



None of the target companies in the comparable transactions have characteristics identical to Spear. Accordingly, an analysis of comparable business combinations is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the target companies in the comparable transactions and other factors that could affect the respective acquisition values.

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VALUATION ANALYSIS

COMPARABLE TRANSACTION ANALYSIS



Capitalink expects the Company to be valued below the mean of the comparable transactions multiples due to its negative EBITDA margins, significant risks related to the pension liabilities, and smaller size.

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VALUATION ANALYSIS

COMPARABLE TRANSACTION ANALYSIS

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VALUATION ANALYSIS

PREMIUMS PAID ANALYSIS



The premiums paid analysis involves the examination of the acquisition premiums derived in transactions where a minority interest of a public company was acquired by a controlling shareholder and the comparison of the observed premiums to the premium implied by the Consideration per share in the Transaction. Capitalink reviewed the one-day, five-day and 30-day premiums for all minority interest transactions where:

The transaction was announced on or after January 2003;

The transaction value is between $10.0 million and $100.0 million;

The acquiring party previously had more than 50% shareholding in the target company; and

The target company is based in the United States or the United Kingdom.



Capitalink reviewed 27 transactions that met these criteria and calculated the mean and median of the acquisition premiums. They were 21.0% and 18.6%, for the one-day premium, 21.3% and 17.5%, for the five-day premium, and 33.0% and 21.2% for the 30-day premium.



Capitalink used the analysis to determine a range of implied indicated values for Spear’s common stock based on the range of minority interest acquisition premiums. Capitalink selected the total mean and median for all of the periods, and applied them to Spear’s one day, five day and thirty day stock price, prior to the announcement of the Transaction on May 15, 2007. Based on these premiums, Capitalink determined a range of indicated value for Spear’s common stock of between $1.28 and $1.34.



None of the target companies in the acquisition premiums analysis have characteristics identical to the Company. Accordingly, an analysis of comparable business combinations is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the target companies in the acquisition premiums analysis and other factors that could affect the respective acquisition values.

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VALUATION ANALYSIS

PREMIUMS PAID ANALYSIS

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VALUATION ANALYSIS

PREMIUMS PAID ANALYSIS

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I	TRANSACTION OVERVIEW
II	SPEAR OVERVIEW
III	SPEAR PERFORMANCE
IV	VALUATION ANALYSIS
V	APPENDIX

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APPENDIX – SPEAR FINANCIAL DATA

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APPENDIX – SPEAR FINANCIAL DATA

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APPENDIX – SPEAR FINANCIAL DATA

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APPENDIX – SPEAR FINANCIAL DATA

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APPENDIX – SPEAR FINANCIAL DATA

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APPENDIX – DISCOUNTED CASH FLOW ANALYSIS DATA

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APPENDIX – DISCOUNTED CASH FLOW ANALYSIS DATA

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