St Mark Homes Plc Offer for St Mark Contracts Ltd
18 June 2016 - 12:16AM
UK Regulatory
TIDMSMAP
St Mark Homes plc - Offer for St Mark Contracts Ltd
This announcement is not for release, publication or distribution in whole or
in part in or into the United States, Canada, Australia, Japan or the Republic
of Ireland.
Summary
The Boards of St Mark Homes PLC (SMH) and St Mark Contracts Limited (SMC)
announce that they have reached agreement on the terms of a recommended all
share offer to be made by St Mark Homes PLC for the whole of the issued
ordinary share capital of St Mark Contracts Limited.
* The Offer will be one new SMH Share for every SMC Share held.
Since the Board of SMH and SMC overlap those directors sitting on both boards
have not participated in the Board's deliberations of the Offer. The terms have
been considered by the independent directors of SMH, John Connolly, and SMC,
Michael Chicken. They have concluded that the terms of the Offer are fair and
reasonable and in the best interests of Shareholders as a whole and recommend
that Shareholders should accept it.
The Offer will be made subject to the conditions and further terms of the Offer
set out in the Offer document and the Form of Acceptance which are available
for download, together with a Circular for SMH shareholders, from the company
website - www.stmarkhomes.co.uk.
The Offer is also conditional on resolutions to be proposed at a SMH GM on 19
July being duly passed.
Related Party Transaction (ISDX Rule 55)
The Board (and associates) have given undertakings to support the Offer at the
SMH GM and to accept the Offer in respect of their shares in SMC representing
in aggregate approximately 40.55 percent of the issued share capital of SMC.
The individual interests of directors are detailed below.
The interests of the directors of SMC, their immediate families and (so far as
the directors of SMC are aware) connected persons (within the meaning of
section 346 of the Act) in the share capital of SMC as at 16 June 2016, all of
which are beneficial, which have been notified to SMC pursuant to sections 324
and 328 of the Act and are required to be entered in the register referred to
in section 325 of the Act are as follows:
Director Number of SMC % of Share
Shares Capital
Bernard Tansey 87,500 11.3
Companies related to Bernard Tansey 194,000 25
Family of Barry Tansey 10,000 1.3
Sean Ryan 12,500 1.6
Family of Sean Ryan 10,000 1.3
Michael Chicken NIL -
William Gair NIL -
As at the close of business on 16 June 2016 (the last practicable date prior to
publication of this announcement), the interests of the directors of SMH, their
immediate families and (so far as the directors are aware, having made due and
careful enquiry) connected persons (within the meaning of section 346 of the
Act) in the share capital of SMH, all of which are beneficial unless stated
otherwise, which have been notified to SMH pursuant to the Act and are required
to be entered in the register referred to in the Act were as follows:
Director Number of SMH % of Share
Existing Shares Capital
Bernard Tansey 278,750 9.4
Family of Bernard Tansey 167,285 5.6
Barry Tansey 72,750 2.5
Sean Ryan 72,250 2.4
Family of Sean Ryan 6,000 0.2
Family of William Gair 11,000 0.4
The SMH Directors accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the SMH Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.
END
(END) Dow Jones Newswires
June 17, 2016 10:16 ET (14:16 GMT)