Morson Group Offer Update
Morson Group Offer 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").
On 25 June 2012, MMGG announced that, as at 1.00 p.m. (London time) on 22 June 2012, MMGG had received valid acceptances of the Offer representing approximately 71.41 per cent. of the existing issued share capital of Morson which it could count towards the satisfaction of the Acceptance Condition to the Offer. MMGG also announced that the Offer would be extended and would remain open for acceptance until 1.00 p.m. (London time) on 6 July 2012.
On 9 July 2012, MMGG announced that, as at 1.00 p.m. (London time) on 6 July 2012, MMGG had received valid acceptances of the Offer representing approximately 76.62 per cent. of the existing issued share capital of Morson which it could count towards the satisfaction of the Acceptance Condition to the Offer. MMGG also announced that the Offer was wholly unconditional and would be extended until further notice.
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 16 July 2012, MMGG had received valid acceptances of the Offer in respect of 36,600,203 Morson Shares, representing approximately 80.71 per cent. of the existing issued share capital of Morson. This includes valid acceptances in respect of 15,388,573 Morson Shares which have accepted the Cash Offer and 21,211,630 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 16 July 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 16 July 2012.
Notice of Closure of the Offer
MMGG announces that the Offer, which remains subject to the terms set out in the Offer Document, will remain open for acceptance until 1.00 p.m. (London time) on 31 July 2012 ("the Closing Date"), when it will close.
The Offer will not be extended beyond the Closing Date.
Shareholders in Morson who have yet to accept the Offer should be aware that if they fail to do so by the Closing Date, the Offer will be closed and they will not be entitled to receive any consideration for their Morson Shares in respect of the Offer.
Therefore, Morson Shareholders who have not accepted the Offer are urged to do so as soon as possible.
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.
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 as soon as possible.
Delisting, cancellation of trading and re-registration
On 11 July 2012 Morson announced that it had despatched a circular (the "Circular") to shareholders of the Company containing, inter alia, details of:-
(a) the proposed cancellation of Morson from trading on the AIM market of the London Stock Exchange,
(b) the proposed re-registration of Morson 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 Morson 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.
The following indicative timetable sets out expected dates for the general meeting and, if approved, cancellation of trading:
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.)
Morson Shareholders who fail to accept the Offer should be aware that when the resolution to take Morson private is passed they will become minority shareholders in a private company. The rights of minority shareholders in a private company are extremely limited.
MMGG intends, in the event that it receives acceptances of the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Shares to which the Offer relates, to exercise its rights pursuant to the relevant provisions of the Companies Act 2006 to acquire compulsorily any remaining Shares to which the Offer relates on the same terms as the Offer.
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 18 July 2012.