Form 8 (OPD) 2e2
27 Abril 2010 - 1:00AM
UK Regulatory
TIDMMOR
RNS Number : 8226K
2e2 Holdings Ltd
27 April 2010
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
+-----------------+---------+
| (a) | 2e2 |
| Identity | Limited |
| of the | |
| party to | |
| the | |
| offer | |
| making | |
| the | |
| disclosure: | |
+-----------------+---------+
| (b) | N/A |
| Owner | |
| or | |
| controller | |
| of | |
| interests | |
| and short | |
| positions | |
| disclosed, | |
| if | |
| different | |
| from 1(a): | |
| The | |
| naming of | |
| nominee or | |
| vehicle | |
| companies | |
| is | |
| insufficient | |
+-----------------+---------+
| (c) | Morse |
| Name | plc |
| of | |
| offeror/offeree | |
| in relation to | |
| whose relevant | |
| securities this | |
| form relates: | |
| Use a separate | |
| form for each | |
| party to the | |
| offer | |
+-----------------+---------+
| (d) Is | OFFEROR |
| the | |
| party | |
| to the | |
| offer | |
| making | |
| the | |
| disclosure | |
| the | |
| offeror or | |
| the | |
| offeree? | |
+-----------------+---------+
| (e) | 23rd |
| Date | April |
| position | 2010 |
| held: | |
+-----------------+---------+
| (f) | NO |
| Has | |
| the | |
| party | |
| previously | |
| disclosed, | |
| or is it | |
| today | |
| disclosing, | |
| under the | |
| Code in | |
| respect of | |
| any other | |
| party to | |
| this offer? | |
+-----------------+---------+
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates
+----------------+--------+--------+--------+--------+
| Class | NA |
| of | |
| relevant | |
| security: | |
| | |
+----------------+-----------------------------------+
| | Interests |Short positions |
| | | |
+ +-----------------+-----------------+
| |Number | % |Number | % |
+----------------+--------+--------+--------+--------+
| (1) | NIL | NA | NIL | NA |
| Relevant | | | | |
| securities | | | | |
| owned | | | | |
| and/or | | | | |
| controlled: | | | | |
+----------------+--------+--------+--------+--------+
| (2) | NIL | NA | NIL | NA |
| Derivatives | | | | |
| (other than | | | | |
| options): | | | | |
+----------------+--------+--------+--------+--------+
| (3) | NIL | NA | NIL | NA |
| Options | | | | |
| and | | | | |
| agreements | | | | |
| to | | | | |
| purchase/sell: | | | | |
+----------------+--------+--------+--------+--------+
| | NIL | NA | NIL | NA |
| TOTAL: | | | | |
+----------------+--------+--------+--------+--------+
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or
sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
+--------------+--------+
| Class | NIL |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| Details, | NA |
| including | |
| nature of | |
| the | |
| rights | |
| concerned | |
| and | |
| relevant | |
| percentages: | |
+--------------+--------+
If there are positions or rights to subscribe to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 2(a)
or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
+---------------------------------------------------------------------------------------------------------------------------------------------+
| Details |
| of any |
| irrevocable |
| commitments |
| or letters |
| of intent |
| procured by |
| the party |
| to the |
| offer |
| making the |
| disclosure |
| or any |
| person |
| acting in |
| concert |
| with it |
| (see Note 3 |
| on Rule |
| 2.11 of the |
| Code): |
+---------------------------------------------------------------------------------------------------------------------------------------------+
| |
| The following is extracted from the 2.5 Announcement released on 26th April 2010 - Recommended Cash Acquisition of Morse Plc by 2e2 Limited |
| |
| (a) Morse directors' irrevocable undertakings at a price of 51 |
| pence per Morse Share: |
| Name Number of Morse Percentage of |
| Shares existing issued |
| share capital of |
| Morse |
| M Phillips 650,000 0.50 |
| K Loosemore 2,750,000 2.12 |
| R Atkins 295,000 0.23 |
| P Shelton 49,372 0.04 |
| (b) Irrevocable undertakings from institutional Morse |
| shareholders at a price of 51 pence per Morse Share: |
| Name Number of Morse Percentage of |
| Shares existing issued |
| share capital of |
| Morse |
| Gartmore 37,015,412 28.50 |
| Investment |
| Management Limited |
| UBS Global Asset 11,644,357 8.97 |
| Management (UK) |
| Limited |
| GAM International 4,076,901 3.14 |
| Management Limited |
| (i) on the withdrawal or lapse of the Scheme (to the extent |
| that such withdrawal is effected in accordance with the |
| Implementation Agreement); |
| (ii) if the Acquisition is implemented by way of a takeover |
| offer, such Offer lapsing or being withdrawn; or |
| (iii) if a higher offer is made by a third party for Morse for |
| consideration of 60 pence per Morse Share. |
| (i) if the Scheme Document or, if the Acquisition is |
| implemented by way of a takeover offer, the offer document |
| containing such offer, is not despatched within 28 days of |
| this announcement; |
| (ii) on the withdrawal or lapse of the Scheme; |
| (iii) if the Acquisition is implemented by way of a takeover |
| offer, on the withdrawal or lapse of such offer; or |
| (iv) if a higher offer is made for Morse which exceeds the |
| value of the consideration payable per Morse Share under |
| the Acquisition by 10 per cent. or more. |
| (i) on the withdrawal or lapse of the Scheme (to the extent |
| that such withdrawal is effected in accordance with the |
| Implementation Agreement); |
| (ii) if the Acquisition is implemented by way of a takeover |
| offer, such Offer lapsing or being withdrawn; or |
| (iii) if a higher offer is made by a third party for Morse which |
| exceeds the value of the consideration payable per Morse |
| Share under the Acquisition by 10 per cent. or more. |
| (c) Letters of intent from institutional Morse shareholders at |
| a price of 51p per Morse share: |
| Name Number of Morse Percentage of |
| Shares existing issued |
| share capital of |
| Morse |
| Aberforth Partners 11,062,618 8.52 |
| LLP |
| Artemis Investment 2,724,496 2.10 |
| Management Limited |
| |
+---------------------------------------------------------------------------------------------------------------------------------------------+
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE
DISCLOSURE
+-------------+
| Details |
| of any |
| interests, |
| short |
| positions |
| and rights |
| to |
| subscribe |
| of any |
| person |
| acting in |
| concert |
| with the |
| party to |
| the offer |
| making the |
| disclosure: |
+-------------+
| |
| NONE |
| |
+-------------+
If there are positions or rights to subscribe to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 3 for
each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or
sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
+-----------------+
| Details |
| of any |
| indemnity |
| or option |
| arrangement, |
| or any |
| agreement or |
| understanding, |
| formal or |
| informal, |
| relating to |
| relevant |
| securities |
| which may be |
| an inducement |
| to deal or |
| refrain from |
| dealing |
| entered into |
| by the party |
| to the offer |
| making the |
| disclosure or |
| any person |
| acting in |
| concert with |
| it: |
| If there are |
| no such |
| agreements, |
| arrangements |
| or |
| understandings, |
| state "none" |
+-----------------+
| |
| NONE |
| |
+-----------------+
(b) Agreements, arrangements or understandings relating to options or
derivatives
+-----------------+
| Details |
| of any |
| agreement, |
| arrangement |
| or |
| understanding, |
| formal or |
| informal, |
| between the |
| party to the |
| offer making |
| the |
| disclosure, or |
| any person |
| acting in |
| concert with |
| it, and any |
| other person |
| relating to: |
| (i) the |
| voting rights |
| of any |
| relevant |
| securities |
| under any |
| option; or |
| (ii) the |
| voting rights |
| or future |
| acquisition or |
| disposal of |
| any relevant |
| securities to |
| which any |
| derivative is |
| referenced: |
| If there are |
| no such |
| agreements, |
| arrangements |
| or |
| understandings, |
| state "none" |
+-----------------+
| |
| NONE |
| |
+-----------------+
(c) Attachments
Are any Supplemental Forms attached?
+--------------+--------+
| Supplemental | NO |
| Form 8 (Open | |
| Positions) | |
+--------------+--------+
| Supplemental | NO |
| Form 8 (SBL) | |
+--------------+--------+
+-------------+---------------+
| Date | 26th |
| of | April |
| disclosure: | 2010 |
+-------------+---------------+
| Contact | Nick |
| name: | Grossman |
+-------------+---------------+
| Telephone | 01635 568 000 |
| number: | |
+-------------+---------------+
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available
for consultation in relation to the Code's dealing disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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