TIDMMMP TIDMPRA TIDMMVI
RNS Number : 5968E
Marwyn Management Partners PLC
08 April 2011
Not for release, publication or distribution, in whole or in
part, in or into or from any jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction.
This is an announcement falling under Rule 2.4 of the City Code on
Takeovers and Mergers (the "Takeover Code") and does not constitute
an announcement of a firm intention to make an offer or to pursue
any other transaction under Rule 2.5 of the Takeover Code.
8 April 2011
For Immediate Release
Marwyn Management Partners plc ("MMP")
The board of MMP confirms that it is in discussions with the
independent directors of Praesepe plc ("Praesepe") in connection
with a possible all share offer for the entire issued share capital
of Praesepe of one new MMP ordinary share for every 13.3 Praesepe
ordinary shares. Based on a price of 100 pence per MMP ordinary
share ( being the price at which the MMP ordinary shares were
issued pursuant to a placing in January 2011) the possible offer
values each Praesepe ordinary share at approximately 7.519
pence.
The board of MMP also confirms that it is in discussions with
the board of Marwyn Value Investors Limited ("MVI") in connection
with a possible offer being made by MMP for the entire issued
ordinary share capital of MVI (although not the MVI B shares or
exchange shares). The possible offer consideration for MVI would be
new MMP shares which would value the MVI ordinary shares at their
net asset value at the date of announcement of the offer ( based on
a price of 100 pence for a MMP ordinary share) and might include
partial cash and loan note alternatives which would value the MVI
ordinary shares at a discount to such net asset value. In
connection with the cash element of the MVI offer and for other
general corporate purposes, MMP would intend to conduct an equity
placing. The offer for Praesepe, if made, will not be conditional
upon the MVI offer becoming or being declared unconditional.
This announcement does not constitute an announcement of a firm
intention to make an offer for either Praesepe or MVI. There can be
no certainty that offers for Praesepe or MVI will be
forthcoming.
A further announcement will be made in due course when
appropriate.
Enquiries
+ 44 (0) 207 004
MMP 2700
Simon Pincombe
Credit Suisse Securities (Europe) Limited (financial
adviser to MMP) +44 (0)20 7888 1000
Angus Kerr
Robert Mayhew
Faisal Tabbah
In accordance with Rule 19.11 of the Takeover Code, a copy of
this announcement will be available on MMP's website at
www.marwynmp.com
Neither the content of MMP's website nor the content of any
website accessible from hyperlinks on the company's website (or any
other website) is incorporated into, or forms part of, this
announcement.
Credit Suisse Securities (Europe) Limited, which is authorised
and regulated in the United Kingdom by the Financial Services
Authority, is acting solely for MMP and no one else in connection
with the matters referred to in this announcement and will not be
responsible to anyone (whether or not a recipient of this
announcement) other than MMP for providing the protections afforded
to its clients or for providing advice to anyone other than MMP in
connection with any matter referred to herein. Neither Credit
Suisse Securities (Europe) Limited nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Credit Suisse Securities (Europe) Limited in
connection with this announcement, any statement contained herein
or otherwise.
Shareholders of MVI are reminded that the management and control
of MVI is situated outside the United Kingdom. For this reason the
Takeover Code would not apply to any offer for MVI. It is
emphasised that, although the depositary interests representing
ordinary shares in MVI are traded on the Specialist Funds Market of
the London Stock Exchange, MVI is not subject to takeover
regulation in the United Kingdom. As such, any proposal in relation
to MVI will not be governed by the Takeover Code.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement
or otherwise. Any offer will be made solely by certain offer
documentation which will contain the full terms and conditions of
any offer, including details of how it may be accepted.
This announcement has been prepared in accordance with English
law and the Takeover Code and information disclosed may not be the
same as that which would have been prepared in accordance with the
laws of jurisdictions outside England.
The distribution of this announcement in jurisdictions other
than the United Kingdom and the availability of any offer to
shareholders of Praesepe or MVI who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of
Praesepe or MVI who are not resident in the United Kingdom will
need to inform themselves about, and observe, any applicable
requirements.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Takeover Code, MMP confirms
that as at 7 April 2011 it had 6,050,000 ordinary shares of 1 penny
each in issue and admitted to trading on the London Stock Exchange
under the UK ISIN code GB00B4NF3F57.
Dealing disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of Praesepe 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)
Praesepe and (ii) any paper offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) 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
Praesepe 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 per cent. or more of any class of relevant
securities of Praesepe or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of
Praesepe 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) Praesepe 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 Praesepe 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 Praesepe and
by any offeror and Dealing Disclosures must also be made by
Praesepe, by any offeror and by any persons acting in concert with
any of them (see Rules 8.1, 8.2 and 8.4).
Details of Praesepe 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.
This information is provided by RNS
The company news service from the London Stock Exchange
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