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Recommended Cash Offer by MMGG Acquisition PLC for Morson Group plc Agreed

Recommended Cash Offer by MMGG Acquisition PLC for Morson Group plc Agreed

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 71.41per 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.

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 6 July 2012, MMGG had received valid acceptances of the Offer in respect of 34,742,588 Morson Shares, representing approximately 76.62 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 13,530,958 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.

Acceptance Condition reduced and Offer wholly unconditional

MMGG announces that it has reduced the percentage of Morson Shares required to satisfy the Acceptance Condition to 75 per cent. plus one Morson Share. Accordingly, in light of the acceptances referred to above, the Acceptance Condition has now been satisfied and the Offer has become unconditional as to acceptances.

All of the other conditions to the Offer have now been satisfied or waived and, accordingly, the Offer is wholly unconditional.

Consideration

Settlement of the consideration due to Morson Shareholders who have provided valid and complete acceptances under the Offer by 1 p.m. on 6 July 2012 will be despatched (or in respect of Morson Shares held in uncertificated form, credited through CREST) not later than 14 days from the date of this announcement. The consideration due to Morson Shareholders who provide valid and complete acceptances under the Offer after the date of this announcement will be despatched (or in respect of Morson Shares held in uncertificated form, credited through CREST) within 14 days of the date on which such acceptances are received or, in the case of electronic acceptances, made.

Interest in Morson Shares

Save for the interests of the Management Team as disclosed in the Offer Document on 6 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 6 July 2012.

Extension of Offer

MMGG announces that the Offer, which (save for the reduction in the Acceptance Condition) remains subject to the terms and conditions set out in the Offer Document, will remain open for acceptance until further notice. At least 14 days' notice will be given prior to the closing of the Offer to those Morson Shareholders who have not then accepted the Offer.

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

As set out in paragraph 11 of Page 23 of the Offer Document, following receipt of acceptances which result in MMGG holding Morson Shares carrying, in aggregate, over 75 per cent. of the voting rights attaching to the issued ordinary share capital of Morson, 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 from now.

Delisting and the cancellation of trading of Morson Shares will significantly reduce the liquidity and marketability of any Morson Shares not acquired by MMGG.

Following such cancellation and delisting, MMGG intends to procure that Morson re-registers as a private limited company.

Compulsory acquisition

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.

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