TIDMMMP TIDMPRA
RNS Number : 1085J
Marwyn Management Partners PLC
24 June 2011
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA OR JAPAN
FOR IMMEDIATE RELEASE
24 June 2011
Marwyn Management Partners plc ("MMP")
Recommended Offer update - First Closing Date and Extension of
Offer
Introduction
On 3 June 2011, the Board of MMP announced its firm intention to
make an offer to acquire the entire issued and to be issued
ordinary share capital of Praesepe plc (the "Offer"), and on 10
June 2011, the Board of MMP announced that the Offer had been
declared unconditional in all respects. The Offer Document setting
out the full terms of the Offer was posted to Praesepe Shareholders
on 3 June 2011.
Level of acceptances
As at 1.00 p.m. on 24 June 2011 (being the first closing date of
the Offer), MMP had received valid acceptances of the Offer in
respect of a total of 436,671,221 Praesepe Shares (including those
which were issued upon exercise of the Praesepe Convertible Loan
Notes), representing approximately 85.40 per cent. of Praesepe's
current issued ordinary share capital and approximately 88.93 per
cent. of the shares to which the Offer relates (Note: the
percentage figure to which the Offer relates excludes the
20,265,814 new Praesepe Shares subscribed by MMP at a price of
GBP0.075 per share, as announced on 16 June 2011).
This includes acceptances received in respect of 258,231,171
Praesepe Shares, representing approximately 50.51 per cent. of
Praesepe's current issued ordinary share capital, which were
subject to irrevocable commitments to accept the Offer procured by
MMP.
MMP has received irrevocable undertakings to accept the Offer in
respect of a further 8,850,758 Praesepe Shares, representing
approximately 1.73 per cent. of Praesepe's issued ordinary share
capital.
Extension of the Offer and further acceptances
The Offer, which remains subject to the terms and conditions set
out in the Offer Document, is being extended and will remain open
for acceptance until further notice. At least 14 days notice will
be given prior to the closing of the Offer to those Praesepe
Shareholders who have not then accepted the Offer.
Praesepe Shareholders who have not yet accepted the Offer are
encouraged to do so without delay. Acceptances of the Offer should
be received in accordance with the instructions contained in the
Offer Document and (and in the case of shares held in certificated
form) the Form of Acceptance.
The Offer Document and (in the case of Praesepe Shareholders
holding Praesepe Shares in certificated form) Form of Acceptance
have been sent to Praesepe Shareholders in hard copy and are
available on MMP's website at www.marwynmp.com.
Settlement of consideration
The consideration due to accepting Praesepe Shareholders will be
despatched within 14 days of such receipt. The UK Listing Authority
has agreed to admit the New MMP Shares to be issued in connection
with the Offer to the Official List, and the London Stock Exchange
has agreed to admit those shares to trading on its main market for
listed securities, subject only to allotment. The New MMP Shares to
be issued in connection with the Offer will be issued credited as
fully paid and will rank pari passu with the existing issued shares
of MMP.
(i) Praesepe Shares in certificated form (that is, not in
CREST)
Where an acceptance relates to Praesepe Shares in certificated
form, definitive certificates for the New MMP Shares will be
despatched by first-class post. No certificates for New MMP Shares
will be despatched to addresses in the United States, Canada,
Australia or Japan. In the case of joint holders of Praesepe
Shares, certificates for the New MMP Shares will be despatched to
the joint holder whose name and address is set out in Box 1 or, if
applicable, Box 4A or Box 4B of the Form of Acceptance, or if no
such name and address is set out, to the first-named holder at his
registered address.
(ii) Praesepe Shares in uncertificated form (that is, in
CREST)
Where an acceptance relates to Praesepe Shares in uncertificated
form (that is, in CREST) the New MMP Shares to which the accepting
Praesepe Shareholder is entitled will be issued in uncertificated
form. MMP will procure that Euroclear UK and Ireland is instructed
to credit the appropriate stock account in CREST of the Praesepe
Shareholder concerned with such shareholder's entitlement to New
MMP Shares. The stock account concerned will be an account under
the participant ID and member account ID as appeared in the TTE
instruction(s) concerned.
Delisting and cancellation of trading in Praesepe Shares
Subject to any applicable requirements of AIM, given that MMP
has received valid acceptances of the Offer in respect of issued
share capital carrying more than 75 per cent. of the voting rights
in Praesepe, MMP has procured that Praesepe applies for the
cancellation of trading in Praesepe Shares on AIM. It is
anticipated that such cancellation will take effect on 25 July
2011. Consequently, the last day of trading in the Praesepe Shares
on AIM will be 22 July 2011. The cancellation of trading of
Praesepe Shares will significantly reduce the liquidity and
marketability of any Praesepe Shares not acquired by MMP.
Compulsory acquisition
If MMP receives acceptances under the Offer in respect of,
and/or otherwise acquires, 90 per cent. of the Praesepe Shares to
which the Offer relates, MMP intends to exercise its rights in
accordance with sections 974 to 991 of the 2006 Act to acquire
compulsorily the remaining Praesepe Shares on the same terms as the
Offer.
Terms used but not defined in this announcement shall have the
meaning given to them in the Offer Document.
Enquiries
+ 44 (0) 207 004
Marwyn Management Partners plc 2700
Simon Pincombe
Singer Capital Markets Limited, financial
adviser to MMP +44 (0) 203 205 7500
Shaun Dobson
James Maxwell
Praesepe plc +44 (0) 190 835 1200
Blair Sinton
Liberum Capital Limited, financial adviser
to Praesepe +44 (0) 20 3100 2222
Chris Bowman
Richard Bootle
Singer Capital Markets Limited ("Singer"), which is authorised
and regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for MMP and no one else in
connection with the Offer, Placing and this announcement and will
not be responsible to anyone other than MMP for providing the
protections afforded to clients of Singer nor for providing advice
in connection with the Offer or this announcement or any matter
referred to herein.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Praesepe and no one else in
connection with the Offer and this announcement and will not be
responsible to anyone other than Praesepe for providing the
protections afforded to clients of Liberum nor for providing advice
in connection with the Offer or this announcement or any matter
referred to herein.
This announcement is for information only and is not intended to
and does not constitute, or form part of, any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Offer has been made solely through
the Offer Document, which contains the full details, terms and
conditions of the Offer, including the details of how to accept the
Offer. This announcement has been issued by and is the sole
responsibility of MMP.
Any decision regarding the Offer should be made only on the
basis of information referred to in the Offer Document and (in
respect of shares held in certificated form) the Forms of
Acceptance.
Unless otherwise determined by MMP or required by applicable law
and regulation, the Offer has not and will not be made available
directly or indirectly, in, into or from, or by use of the mails
of, or by any means (including, without limitation, telephonically
or electronically) or interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States,
Canada, Australia or Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of such
jurisdiction. This document does not constitute an offer in the
United States, Canada, Australia or Japan or any other such
jurisdiction and the Offer has not and will not be made available
by any such use or means from or within the United States, Canada,
Australia or Japan or any such other jurisdiction. Copies of the
Offer Document or any other documents published in connection with
the Offer have not and are not being, and must not be, mailed,
transmitted or otherwise forwarded, distributed, or sent in whole
or in part, in or into or from the United States, Canada, Australia
or Japan or any such other jurisdiction, if to do so would
constitute a violation of the relevant laws of such jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not directly or indirectly mail,
transmit or otherwise forward, distribute or send them in, into or
from any such jurisdiction.
This announcement is not for distribution directly or indirectly
in or into the United States, Canada, Australia or Japan or any
jurisdiction into which the same would be unlawful. This
announcement does not constitute or form part of an offer or
solicitation to purchase or subscribe for shares in the capital of
MMP in the United States, Canada Australia or Japan or any
jurisdiction in which such an offer or solicitation is unlawful. In
particular, the New MMP Shares have not been, and will not be,
registered under the Securities Act and may not be offered or sold
in the United States absent registration or an exemption from the
registration requirements under the Securities Act. The New MMP
Shares are being offered and sold outside the United States to
persons that are not US Persons in accordance with Regulation S
under the Securities Act.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the New MMP Shares have
not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia or Japan. Accordingly, the New MMP
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Canada, Australia or
Japan.
The New MMP Shares to be issued pursuant to the Offer will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
The release, publication or distribution of this announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with the applicable requirements may constitute a
violation of the securities laws of any such jurisdiction. No
action has been taken by MMP and/or Singer that would permit an
offering of such shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. To the fullest extent permitted by applicable law, MMP,
Praesepe, Singer and Liberum disclaim any responsibility or
liability for the violation of such restrictions by any person.
Any person (including, without limitation, any custodian,
nominee and trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to, forward this
announcement, the Prospectus, the Offer Document and/or any other
related document to any jurisdiction outside the UK should inform
themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction before taking any action.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Singer by FSMA or the regulatory regime
established thereunder, Singer does not accept any responsibility
whatsoever and no representation or warranty, express or implied,
is or will be made as to or for the contents of this document,
including its accuracy, completeness or for any other statement
made or purported to be made by it, or on its behalf, in connection
with MMP, the New MMP Shares, or the Offer. Singer accordingly
disclaims all and any liability whether arising in tort, contract
or otherwise (save as to referred to above) in respect of this
document or any such statement.
Neither the content of MMP's website nor the content of any
website accessible from hyperlinks on MMP's website (or any other
website) is incorporated into, or forms part of, this announcement
nor, unless previously published by means of a recognised
information service, should any such content be relied upon in
reaching a decision as to whether or not to accept the Offer.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover 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 Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of an 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.
Defined terms in this section are as defined in the Takeover
Code, which can also be found on the Panel's website. If you are in
any doubt as to whether or not you are required to disclose a
"dealing" under Rule 8, you should consult the Panel on telephone
number: +44 (0)20 7638 0129; fax number: +44 (0)20 7236 7013.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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