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Morson Management Team Bid To Take Company Back private

Morson Management Team Bid To Take Company Back private

• The board of MMGG and the Independent Director are pleased to announce that they have reached agreement on the terms of a recommended cash offer, with a loan note alternative to be made by MMGG, for the whole of the issued and to be issued share capital of Morson

• The offer for the entire issued and to be issued share capital of Morson will be 50 pence in cash for each Morson Share, valuing the existing issued share capital of Morson at approximately &pound23 million

• MMGG has decided to offer a loan note alternative to the Cash Offer in the form of the Offer Loan Notes. Morson Shareholders must elect to accept either the Cash Offer or the Loan Note Alternative for their entire shareholding

• In aggregate, MMGG has received irrevocable undertakings to accept or procure acceptance of the Offer in respect of a total of 26,014,380 Morson Shares, representing 57.37 per cent. of the existing issued share capital of Morson

• The Independent Director, who has received advice from W H Ireland Limited, considers the terms of the Offer to be fair and reasonable. However, the Independent Director does not express any view on the terms of the Loan Note Alternative. In providing such advice to the Independent Director, W H Ireland Limited has relied upon the Independent Director's commercial assessments.

• The Offer Price represents a premium of 20.5 per cent. to the Closing Price of 41.5 pence per Morson Share on 24 May 2012, being the last Business Day prior to the Offer being announced

• MMGG was incorporated in England and Wales on 5 March 2012 for the purpose of making the Offer. The shares in MMGG are owned by the Management Team namely Gerrard Godfrey Mason (Chairman), Gerard Anthony Mason (Group Chief Executive), Paul John Gilmour (Group Finance Director) and Kevin Patrick Gorton (Group Managing Director). The Management Team has irrevocably undertaken to accept the Loan Note Alternative in respect of all the Morson Shares in which they are interested, namely 21,209,630 Morson Shares representing 46.78 per cent of the existing issued share capital of Morson.

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