TIDMMRN
RNS Number : 4246H
Morson Group PLC
11 July 2012
Morson Group PLC
("Morson" or the "Group")
Posting of Circular to Shareholders
Further to its announcement of 10 July 2012 Morson announces
that it has today despatched a circular (the "Circular") to
shareholders of the Company containing, inter alia, details of
:-
(a) the proposed cancellation of the Company from trading on the
AIM market of the London Stock Exchange,
(b) the proposed re-registration of the Company 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 the
Company 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.
A copy of the Circular is available on the Company's website:
www.morson.com
Unless the context requires otherwise, terms defined in the
Circular have the same meanings in this announcement.
Timetable
The following indicative timetable sets out expected dates for
the general meeting and, if approved, cancellation of trading:
Latest time and date for receipt of Forms of Proxy in respect of
the GM
09:30 Wednesday 25 July 2012
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.
For further information, please contact:
Morson Group plc
Ged Mason, Chief Executive Officer 0161 707 1516
Paul Gilmour, Financial Director
WH Ireland Ltd.
Adrian Hadden / Nick Field 0207 220 1666
Buchanan
Diane Stewart, James Strong, 0207 466 5000
Carrie Clement
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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