TIDMMRN
RNS Number : 6907E
MMGG Acquisition PLC
01 June 2012
For Immediate release
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
1 June 2012
MMGG ACQUISITION PLC
POSTING OF OFFER DOCUMENT TO MORSON GROUP PLC SHAREHOLDERS
Recommended Cash Offer by MMGG Acquisition PLC ("MMGG") for
Morson Group plc ("Morson")
Further to the announcement on 25 May 2012 of the Offer, MMGG is
pleased to announce that the Offer Document containing the full
terms and conditions of the Offer and the related Form of
Acceptance (in respect of Morson Shares held in certificated form)
are being posted today to Morson Shareholders.
It is also being sent, for information only, to holders of
options in the Morson Share Schemes.
To accept the Offer in respect of Morson Shares, the Forms of
Acceptance should be completed for shares held in certificated
form, signed and returned or electronic acceptances made in
accordance with the instructions set out in the Offer Document as
soon as possible and, in any event so as to be received or settled
by no later than 1.00 p.m. (London time) on 22 June 2012.
Terms in this announcement shall have the same meaning as in the
Offer Document unless otherwise stated.
Enquiries:
SPARK Advisory Partners Limited (Financial Adviser to MMGG)
Matt Davis, Partner Tel: 020 3368 3552
Mark Brady, Partner Tel: 020 3368 3551
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.
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.
Publication on website
A copy of this announcement, the Offer Document and the Form of
Acceptance will be available free of charge, subject to certain
restrictions relating to persons in Restricted Jurisdictions, on
MMGG's website at www.MMGG.co.uk and on Morson's website at
www.Morson.com .
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
ODPUAVSRUKANRAR
Morson (LSE:MRN)
Historical Stock Chart
From Apr 2024 to May 2024
Morson (LSE:MRN)
Historical Stock Chart
From May 2023 to May 2024
