PRA Praesepe

TIDMMMP TIDMPRA TIDMMVI

RNS Number : 9327G

Marwyn Management Partners PLC

19 May 2011

Marwyn Management Partners plc ("MMP")

19 May 2011

Interim management statement for the period from 15 October 2010 to 19 May 2011 and update on possible offers for Praesepe plc and Marwyn Value Investors Limited.

Introduction

This interim management statement covers the period from incorporation on 15 October 2010 to 31 March 2011 together with relevant information up to the date of publication.

Overview

MMP was incorporated in late 2010 and raised gross proceeds of GBP6 million through a placing in January 2011 of Ordinary Shares and Warrants. The Group is now organised into three divisions - Consumer, Support Services and Industrials - with subsidiaries and management teams established in Consumer and Industrial. It has seven employees and five consultants in addition to having the benefit of the services of the Operator.

MMP seeks to identify experienced management teams with proven sector expertise and, where they are at an early stage in the implementation of a strategy, support them, where necessary, to cover preliminary operational, advisory and due diligence expenses typically incurred prior to completing a management buy-in of a suitable target business.

To date, the group has established, developed and funded two operating subsidiaries (Silvercloud Management Holdings Plc and Marwyn European Transport Plc) to more closely focus on and develop the opportunities identified by the MMP group, with the help of the Operator.

The group's loss from incorporation to 31 March 2011 is GBP1.4m and the group retained GBP5.2m in cash at that date from the original GBP6m proceeds.

Possible offers for Praesepe plc and Marwyn Value Investors Limited

On 8 April 2011, it was announced that we were 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. Discussions in relation to the possible offer for Praesepe are ongoing although there can be no certainty that an offer for Praesepe will be forthcoming. Further announcements will be made when appropriate.

On the same date, it was also announced that we were 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), where the possible offer consideration for MVI would be new MMP shares and might include partial cash and loan note alternatives. In connection with the cash element of the MVI offer and for other general corporate purposes, MMP also announced we would intend to conduct an equity placing. Discussions with the board of MVI in relation to the possible offer for MVI have now ceased.

Divisions

Consumer

Silvercloud Management Holdings Plc, is the first subsidiary established in the Consumer division, and intends to target acquisition opportunities within the worldwide luxury goods sector. We believe that there are significant investment opportunities to create shareholder value through a well executed, acquisition led growth strategy in this sector. Such opportunities include the acquisition of established brands that are underperforming as well as younger brands that have struggled to achieve meaningful scale.

Industrial

Marwyn European Transport Plc is the first subsidiary established in the Industrials division. It has an industry leading senior management team and has been established to pursue acquisition opportunities within the European transport sector. The management team includes David Leeder, a former main board member and Development director at First Group plc (as CEO) and Iain Lanaghan, a former Finance Director of First Group and founder and Finance Director of Abellio GmbH, the German bus and rail group (as non-executive Chairman). Together they have more than 30 years combined experience of building businesses in the bus and rail sector. We believe there are some exceptional opportunities for consolidation in the sector that offer attractive revenue streams, strong underlying cash generation and low volatility across the economic cycle.

A copy of the interim management statement and further information about the Company can be found on the Company's website (www.marwynmp.com).

Enquiries to:

Marwyn Management Partners Plc

11 Buckingham Street

London

WC2N 6DF

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

END

IMSFKLFFFEFEBBD

Praesepe (LSE:PRA)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025

Praesepe (LSE:PRA)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025