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MMGG Acquisition PLC Offer Update

Date : 07/17/2012 @ 6:29AM
Source : UK Regulatory (RNS & others)
Stock : Morson Grp (MRN)
Quote : 50.0  0.0 (0.00%) @ 12:00AM
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MMGG Acquisition PLC Offer Update

TIDMMRN

RNS Number : 8442H

MMGG Acquisition PLC

17 July 2012

For Immediate release: 17 July 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

17 July 2012

MMGG ACQUISITION PLC

Recommended Cash Offer by MMGG Acquisition PLC ("MMGG") for Morson Group plc ("Morson")

OFFER UPDATE AND NOTICE OF CLOSURE OF THE OFFER

Introduction

On 25 May 2012, the board of MMGG and the Independent Director of Morson announced that they had reached agreement on the terms of a recommended cash offer, with a loan note alternative, to be made by MMGG for the entire issued and to be issued share capital of Morson. The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document issued to Morson Shareholders by MMGG on 1 June 2012 (the "Offer Document").

On 25 June 2012, MMGG announced that, as at 1.00 p.m. (London time) on 22 June 2012, MMGG had received valid acceptances of the Offer representing approximately 71.41 per cent. of the existing issued share capital of Morson which it could count towards the satisfaction of the Acceptance Condition to the Offer. MMGG also announced that the Offer would be extended and would remain open for acceptance until 1.00 p.m. (London time) on 6 July 2012.

On 9 July 2012, MMGG announced that, as at 1.00 p.m. (London time) on 6 July 2012, MMGG had received valid acceptances of the Offer representing approximately 76.62 per cent. of the existing issued share capital of Morson which it could count towards the satisfaction of the Acceptance Condition to the Offer. MMGG also announced that the Offer was wholly unconditional and would be extended until further notice.

Terms in this announcement shall have the same meaning as in the Offer Document unless otherwise stated.

Level of acceptances

As at 1.00 p.m. (London time) on 16 July 2012, MMGG had received valid acceptances of the Offer in respect of 36,600,203 Morson Shares, representing approximately 80.71 per cent. of the existing issued share capital of Morson. This includes valid acceptances in respect of 15,388,573 Morson Shares which have accepted the Cash Offer and 21,211,630 Morson Shares which have accepted the Loan Note Alternative.

So far as MMGG is aware, other than acceptances from the Management Team (who are interested in 21,209,630 Morson Shares in aggregate), none of these acceptances have been received from persons acting in concert with MMGG. Of these acceptances, acceptances have been received in respect of, in aggregate, 26,010,380 Morson Shares which were subject to irrevocable undertakings to accept the Offer procured by MMGG.

Interest in Morson Shares

Save for the interests of the Management Team as disclosed in the Offer Document; on 16 July 2012 (being the latest practicable date prior to the publication of this announcement), neither MMGG, nor any person acting in concert with MMGG, is interested in, has any rights to subscribe for any relevant securities of Morson nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Morson. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Morson and any borrowing or lending of any relevant securities of Morson which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Morson.

The percentages of Morson Shares referred to in this announcement are based upon a figure of 45,343,750 Morson Shares in issue on 16 July 2012.

Notice of Closure of the Offer

MMGG announces that the Offer, which remains subject to the terms set out in the Offer Document, will remain open for acceptance until 1.00 p.m. (London time) on 31 July 2012 ("the Closing Date"), when it will close.

The Offer will not be extended beyond the Closing Date.

Shareholders in Morson who have yet to accept the Offer should be aware that if they fail to do so by the Closing Date, the Offer will be closed and they will not be entitled to receive any consideration for their Morson Shares in respect of the Offer.

Therefore, Morson Shareholders who have not accepted the Offer are urged to do so as soon as possible.

Holders of Morson Shares in certificated form should complete the Form of Acceptance in accordance with the instructions printed thereon. The completed Form of Acceptance, together with relevant share certificate(s) and/or other document(s) of title, should be returned as soon as possible and in any event so as to be received by Capita Registrars at Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible.

Holders of Morson Shares in uncertificated form, that is, in CREST, should ensure that an Electronic Acceptance is made by them or on their behalf and that settlement is made as soon as possible.

Delisting, cancellation of trading and re-registration

On 11 July 2012 Morson announced that it had despatched a circular (the "Circular") to shareholders of the Company containing, inter alia, details of:-

(a) the proposed cancellation of Morson from trading on the AIM market of the London Stock Exchange,

(b) the proposed re-registration of Morson as a private limited company; and

(c) the adoption of new articles of association more suited to the needs of a private company.

The Circular also contains notice of the General Meeting of Morson convened to be held at 09:30 a.m. on Friday, 27 July 2012 (the "General Meeting"), including resolutions to approve the cancellation of the Company's ordinary shares from trading on AIM, the re-registration of the Company as a private limited company under section 97 of the Companies Act 2006 and the adoption of new articles.

The following indicative timetable sets out expected dates for the general meeting and, if approved, cancellation of trading:

   General Meeting                                             Friday 27 July 2012 
   Proposed date of Cancellation                       Wednesday 8 August 2012 
   Proposed date of Re-registration                   Tuesday 28 August 2012* 

(* or sooner if the resolutions are approved by members holding not less than 95 per cent. of the voting rights of the Company and fewer than 50 members have not approved such resolutions.)

Morson Shareholders who fail to accept the Offer should be aware that when the resolution to take Morson private is passed they will become minority shareholders in a private company. The rights of minority shareholders in a private company are extremely limited.

Compulsory acquisition

MMGG intends, in the event that it receives acceptances of the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Shares to which the Offer relates, to exercise its rights pursuant to the relevant provisions of the Companies Act 2006 to acquire compulsorily any remaining Shares to which the Offer relates on the same terms as the Offer.

In accordance with Rule 30 of the Takeover Code, a copy of this announcement will be sent to all Morson Shareholders and, for information only, to participants in the Morson Share Schemes. It will also be made available on Morson's website at www.morson.com and on MMGG's website at www.MMGG.co.uk by no later than 12 noon on 18 July 2012.

Enquiries:

SPARK Advisory Partners Limited (Financial Adviser to MMGG)

   Matt Davis, Partner                                               Tel: 020 3368 3552 
   Mark Brady, Partner                                              Tel: 020 3368 3551 
 
 W H Ireland Limited (Financial adviser to Morson) 
 Adrian Hadden, Managing Director           Tel: 020 7220 1751 
 
  Nick Field, Corporate Finance Executive    Tel: 020 7220 1658 
 
 

SPARK Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for MMGG and no-one else in connection with the Offer and will not be responsible to any person other than MMGG for providing the protections afforded to customers of SPARK Advisory Partners Limited or for providing advice in relation to the Offer or any other matter referred to in this announcement. Apart from the responsibilities, if any, which may be imposed on SPARK Advisory Partners Limited by the Financial Services and Markets Act 2000, the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) or the regulatory regimes established thereunder or the Code, SPARK Advisory Partners Limited does not accept any responsibility whatsoever for the contents of this announcement or for any statements made or purported to be made by it or on its behalf in connection with the Offer. SPARK Advisory Partners Limited accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

W H Ireland Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Morson in connection with the Offer and will not be responsible to any person other than Morson for providing the protections afforded to clients of W H Ireland Limited or for providing advice in relation to the Offer or any other matter referred to in this announcement. Apart from the responsibilities, if any, which may be imposed on W H Ireland Limited by the Financial Services and Markets Act 2000, the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) or the regulatory regimes established thereunder or the Code, W H Ireland Limited does not accept any responsibility whatsoever for the contents of this announcement or for any statements made or purported to be made by it or on its behalf in connection with the Offer. W H Ireland Limited accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise. The Offer has been made solely by the Offer Document and the Form of Acceptance accompanying the Offer Document, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted.

This announcement has been prepared for the purposes of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

DEALING DISCLOSURE REQUIREMENTS

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

You should note that, for the purposes of the above summary of Rule 8 of the Code, MMGG is not treated as a paper offeror and therefore there is no requirement to disclose interests or dealings in the shares of MMGG under Rule 8 of the Code.

Restricted Jurisdictions

The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders are contained in the Offer Document. Unless otherwise determined by MMGG and permitted by applicable law and regulation, subject to certain exceptions, the Offer is not being made and will not be made, directly or indirectly, in or into, and the Offer will not be capable of acceptance from a Restricted Jurisdiction. Accordingly, unless otherwise determined by MMGG, copies of this announcement, the Offer Document, the Form of Acceptance and any other related document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may be a breach of applicable law and regulation in that jurisdiction and may make invalid any purported acceptance of the Offer by persons in any such jurisdiction. This announcement does not constitute an offer in a Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within a Restricted Jurisdiction. Accordingly this announcement is not being, and should not be, mailed, transmitted or otherwise distributed, in whole or in part, in or into or from a Restricted Jurisdiction.

Morson Shareholders (including, without limitation, nominees, trustees or custodians) must not forward this announcement to a Restricted Jurisdiction.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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