Recommended Cash Offer by MMGG Acquisition PLC for Morson Group plc
Recommended Cash Offer by MMGG Acquisition PLC ("MMGG") for Morson Group plc ("Morson")
OFFER UPDATE AND COMPULSORY ACQUISITION
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.
On 17 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 80.71 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 will remain open for acceptance until 1.00 p.m. (London time) on 31 July 2012 ("the Closing Date"), when it will close.
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 26 July 2012, MMGG had received valid acceptances of the Offer in respect of 45,004,740 Morson Shares, representing approximately 99.25 per cent. of the existing issued share capital of Morson. This includes valid acceptances in respect of 23,793,110 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 26 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 26 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.
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. The Circular contains notice of a General Meeting of Morson convened to be held at 09:30 a.m. today, Friday, 27 July 2012 (the "General Meeting"), at which resolutions will be proposed to approve, inter-alia, the cancellation of the admission of the Company's ordinary shares to 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.
Proposed date of Cancellation Wednesday 8 August 2012
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.
As MMGG has now received acceptances under the Offer in excess of 90 per cent. in value of the Offer Shares and not less than 90% of the voting rights carried by those shares, MMGG intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act 2006 to acquire compulsorily the remaining Morson Shares to which the Offer relates in respect of which the Offer has not been accepted on the same terms as the Offer. Formal notices pursuant to section 980 of the Companies Act 2006 will be issued shortly.
If you are in any doubt about this Offer or as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000. If you are outside the UK, you should immediately consult an appropriately authorised independent financial adviser.
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 30 July 2012.