Morson Group Update
Morson Group Update
Recommended Cash Offer by MMGG Acquisition PLC ("MMGG") for Morson Group plc ("Morson")
On 25 May 2012, the board of MMGG and the Independent Director of Morson announced that they had reached agreement on the terms of a recommended cash offer, with a loan note alternative, to be made by MMGG for the entire issued and to be issued share capital of Morson. The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document issued to Morson Shareholders by MMGG on 1 June 2012 (the "Offer Document").
Terms in this announcement shall have the same meaning as in the Offer Document unless otherwise stated.
Level of acceptances
As at 1.00 p.m. (London time) on 22 June 2012, being the first closing date of the Offer, MMGG had received valid acceptances of the Offer in respect of 32,381,953 Morson Shares, representing approximately 71.41 per cent. of the existing issued share capital of Morson, which MMGG may count towards the satisfaction of the Acceptance Condition to the Offer. This includes valid acceptances in respect of 11,172,323 Morson Shares which have accepted the Cash Offer and 21,209,630 Morson Shares which have accepted the Loan Note Alternative.
So far as MMGG is aware, other than acceptances from the Management Team (who are interested in 21,209,630 Morson Shares in aggregate), none of these acceptances have been received from persons acting in concert with MMGG. Of these acceptances, acceptances have been received in respect of, in aggregate, 26,010,380 Morson Shares which were subject to irrevocable undertakings to accept the Offer procured by MMGG.
Interest in Morson Shares
Save for the interests of the Management Team as disclosed in the Offer Document on 22 June 2012 (being the latest practicable date prior to the publication of this announcement), neither MMGG, nor any person acting in concert with MMGG, is interested in, has any rights to subscribe for any relevant securities of Morson nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Morson. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Morson and any borrowing or lending of any relevant securities of Morson which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Morson.
The percentages of Morson Shares referred to in this announcement are based upon a figure of 45,343,750 Morson Shares in issue on 22 June 2012.
Extension of Offer
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 the next closing date which will be 1.00 p.m. (London time) on Friday 6 July 2012.
Holders of Morson Shares in certificated form should complete the Form of Acceptance in accordance with the instructions printed thereon. The completed Form of Acceptance, together with relevant share certificate(s) and/or other document(s) of title, should be returned as soon as possible and in any event so as to be received by Capita Registrars at Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, so as to be received by Capita Registrars no later than 1.00 p.m. (London time) on 6 July 2012.
Holders of Morson Shares in uncertificated form, that is, in CREST, should ensure that an Electronic Acceptance is made by them or on their behalf and that settlement is made no later than 1.00p.m. (London time) on 6 July 2012.
Proposed Cancellation of Trading and re-registration
The board of MMGG wishes to draw the attention of Morson Shareholders to the following paragraphs extracted from paragraph 11 on Page 23 of the Offer Document:
"Following the Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the AIM Rules, MMGG intends to procure that Morson applies to the London Stock Exchange for the cancellation of trading in Morson Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional in all respects (provided that MMGG has acquired, or agreed to acquire, issued share capital carrying 75 per cent. of the voting rights of Morson). Delisting and the cancellation of trading of Morson Shares will significantly reduce the liquidity and marketability of any Morson Shares not acquired by MMGG.
It is also intended that, following the Offer becoming or being declared unconditional in all respects, Morson will be re-registered as a private company."
In accordance with Rule 30 of the Takeover Code, a copy of this announcement will be sent to all Morson Shareholders and, for information only, to participants in the Morson Share Schemes. It will also be made available on Morson's website at www.morson.comand on MMGG's website at www.MMGG.co.ukby no later than 12 noon on 26 June 2012.