MOR Morse

 

TIDMMOR 
 
RNS Number : 0924L 
Morse PLC 
30 April 2010 
 

Not for release, publication or distribution, in whole or in part, in, into or 
from any jurisdiction where to do so would constitute a violation of the 
relevant laws of such jurisdiction 
30 April 2010 
 
              Recommended proposal for the acquisition of Morse plc 
                                 by 2e2 Limited 
              to be implemented by means of a scheme of arrangement 
 
                           Posting of Scheme Circular 
 
 
Morse plc ("Morse" or the "Company") and 2e2 Limited ("2e2") announced on 26 
April 2010 that they had reached agreement on the terms of a recommended 
Proposal for 2e2 to acquire the entire issued and to be issued share capital of 
Morse, to be implemented by means of a scheme of arrangement (the "Scheme") 
under Part 26 of the Companies Act 2006 (the "Companies Act"). 
The Company now announces that the circular (the "Scheme Circular") containing, 
inter alia, the terms and conditions of the Scheme, an explanatory statement (in 
compliance with section 897 of the Companies Act), notices of the Court Meeting 
and General Meeting of Morse, a timetable of principal events, and details of 
the actions to be taken by Morse Shareholders is today being posted to all Morse 
Shareholders. 
 
The expected timetable of principal events is: 
 
+----------------------------------------------+-+--------------------------+ 
| Latest time for receipt of blue Form of      | 11.00 a.m. on 25 May 2010* | 
| Proxy for the Court Meeting                  |                            | 
+----------------------------------------------+----------------------------+ 
| Latest time for receipt of white Form of     |  11.30 a.m. on 25 May 2010 | 
| Proxy for the General Meeting                |                            | 
+----------------------------------------------+----------------------------+ 
| Voting Record Time                           |   6.00 p.m. on 25 May 2010 | 
+----------------------------------------------+----------------------------+ 
| Court Meeting                                |  11.00 a.m. on 27 May 2010 | 
+----------------------------------------------+----------------------------+ 
| General Meeting                              |  11.30 a.m. on 27 May 2010 | 
+----------------------------------------------+----------------------------+ 
| * If the blue Form of Proxy for the Court Meeting is not received by      | 
| Morse's Registrars, Equitini, by 11.00 a.m. on 25 May 2010, it may be     | 
| handed to the Chairman at the Court Meeting at any time before the taking | 
| of the poll at that meeting and will still be valid. However, in the case | 
| of the General Meeting unless the white Form of Proxy is lodged so as to  | 
| be received by 11.30 a.m. on 25 May 2010 it will be invalid.              | 
+---------------------------------------------------------------------------+ 
|                                              |                            | 
+----------------------------------------------+----------------------------+ 
| The following times and dates are indicative only and will depend, among  | 
| other things, on the date upon which the Court sanctions the Scheme and   | 
| confirms the associated Capital Reduction. Any changes to these times and | 
| dates will be notified to Scheme Shareholders via a Regulatory            | 
| Information Service or as may be otherwise required by the Panel.         | 
+---------------------------------------------------------------------------+ 
|                                                |                          | 
+------------------------------------------------+--------------------------+ 
| Last day of dealings in Morse Shares           |             21 June 2010 | 
+------------------------------------------------+--------------------------+ 
| Scheme Court Hearing (to sanction the Scheme)  |             21 June 2010 | 
+------------------------------------------------+--------------------------+ 
| Dealings in Morse Shares suspended             |             22 June 2010 | 
+------------------------------------------------+--------------------------+ 
| Reduction Record Time                          |     6.00 p.m. on 22 June | 
|                                                |                     2010 | 
+------------------------------------------------+--------------------------+ 
| Reduction Court Hearing (to confirm the        |             23 June 2010 | 
| Capital Reduction)                             |                          | 
+------------------------------------------------+--------------------------+ 
| Effective Date of the Scheme                   |             24 June 2010 | 
+------------------------------------------------+--------------------------+ 
| Cancellation of admission of Morse Shares      |             24 June 2010 | 
+------------------------------------------------+--------------------------+ 
| Latest date for despatch of cheques and        |    within 14 days of the | 
| settlement through CREST                       |           Effective Date | 
+------------------------------------------------+--------------------------+ 
|                                              | |                          | 
+----------------------------------------------+-+--------------------------+ 
 
The Court Meeting and the General Meeting will be held on 27 May 2010 at the 
offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL. 
 
Copies of the Scheme Circular and Forms of Proxy will be available from the 
offices of Investec Bank plc ("Investec"), 2 Gresham Street, London EC2V 7QP. 
The Scheme Circular and this Announcement will also shortly be available from 
the website of Morse, www.morse.co.uk. 
 
Enquiries: 
 
Morse                                                              +44 (0)20 
8380 8000 
Mike Phillips, Chief Executive Officer 
Guy Millward, Group Finance Director 
 
Investec                                                           +44 (0)20 
7597 4000 
Andrew Pinder 
Patrick Robb 
Dominic Emery 
 
Financial Dynamics                                        +44 (0)20 7831 3113 
Charles Palmer 
Haya Herbert-Burns 
Nicola Biles 
 
 
Capitalised terms used in this Announcement have the meanings given to them in 
the Scheme Circular. 
 
Investec, which is authorised and regulated in the United Kingdom by the FSA, is 
acting exclusively for Morse and no one else in connection with the Acquisition, 
the Scheme and other matters or arrangements referred to in this Announcement 
and will not be responsible to anyone other than Morse for providing the 
protections afforded to clients of Investec nor for giving advice in relation to 
the Acquisition, the Scheme or any other matters or arrangements referred to in 
this Announcement. 
 
The distribution of this Announcement in jurisdictions other than the United 
Kingdom may be restricted by the laws of those jurisdictions and therefore 
persons into whose possession this Announcement comes should inform themselves 
about and observe any such restrictions. Any failure to comply with any such 
restrictions may constitute a violation of the securities laws of any such 
jurisdiction. This Announcement does not constitute an offer or an invitation to 
purchase or subscribe for any securities or a solicitation of an offer to buy 
any securities pursuant to this Announcement or otherwise in any jurisdiction in 
which such offer or solicitation is unlawful. This Announcement has been 
prepared in connection with proposals in relation to a scheme of arrangement 
pursuant to and for the purpose of complying with the laws of England and Wales, 
the Takeover Code and the Rules of the London Stock Exchange and information 
disclosed may not be the same as that which would have been prepared in 
accordance with the laws of any jurisdiction outside England. Nothing in this 
Announcement should be relied on for any other purpose. 
 
Disclosure requirements of the Takeover Code 
 
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or 
more of any class of relevant securities of an offeree company or of any paper 
offeror (being any offeror other than an offeror in respect of which it has been 
announced that its offer is, or is likely to be, solely in cash) must make an 
Opening Position Disclosure following the commencement of the offer period and, 
if later, following the announcement in which any paper offeror is first 
identified. 
 
An Opening Position Disclosure must contain details of the person's interests 
and short positions in, and rights to subscribe for, any relevant securities of 
each of (i) Morse and (ii) any paper offeror(s). An Opening Position Disclosure 
by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no 
later than 3.30 pm (London time) on the 10th business day following the 
commencement of the offer period and, if appropriate, by no later than 3.30 pm 
(London time) on the 10th business day following the announcement in which any 
paper offeror is first identified. Relevant persons who deal in the relevant 
securities of Morse or of a paper offeror prior to the deadline for making an 
Opening Position Disclosure must instead make a Dealing Disclosure. 
 
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, 
interested in 1% or more of any class of relevant securities of Morse or of any 
paper offeror must make a Dealing Disclosure if the person deals in any relevant 
securities of Morse or of any paper offeror. A Dealing Disclosure must contain 
details of the dealing concerned and of the person's interests and short 
positions in, and rights to subscribe for, any relevant securities of each of 
(i) the offeree company and (ii) any paper offeror, save to the extent that 
these details have previously been disclosed under Rule 8. A Dealing Disclosure 
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm 
(London time) on the business day following the date of the relevant dealing. 
 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire or control an interest in relevant 
securities of Morse or a paper offeror, they will be deemed to be a single 
person for the purpose of Rule 8.3. 
 
Opening Position Disclosures must also be made by Morse and by any offeror and 
Dealing Disclosures must also be made by Morse, by any offeror and by any 
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the 
Takeover Code). 
 
Details of the offeree and offeror companies in respect of whose relevant 
securities Opening Position Disclosures and Dealing Disclosures must be made can 
be found in the Disclosure Table on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk, including details of the number of relevant 
securities in issue, when the offer period commenced and when any offeror was 
first identified. If you are in any doubt as to whether you are required to make 
an Opening Position Disclosure or a Dealing Disclosure, you should contact the 
Panel's Market Surveillance Unit on +44 (0)20 7638 0129. 
 
Terms in quotation marks are defined in the Takeover Code, which can also be 
found on the Panel's website. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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