TIDMMMP TIDMPRA

RNS Number : 8813H

Marwyn Management Partners PLC

03 June 2011

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

FOR IMMEDIATE RELEASE

3 June 2011

Marwyn Management Partners plc ("MMP")

Offer update - posting of Offer Document

Marwyn Management Partners plc ("MMP") announced today its firm intention to make an offer to acquire the entire issued and to be issued ordinary share capital of Praesepe plc ("Praesepe") (the "Offer").

MMP is pleased to announce that the document containing the full terms and conditions of the Offer (the "Offer Document") is being posted to Praesepe Shareholders today, together with the Form of Acceptance (for Praesepe Shareholders holding Praesepe Shares in certificated form) and the Prospectus.

The first closing date of the Offer is 1.00 p.m. on 24 June 2011. Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document and the Form of Acceptance.

If you hold your Praesepe Shares in certificated form (that is, not in CREST), to accept the Offer you must complete, sign and return the Form of Acceptance, accompanied by your share certificate(s) and/or other document(s) of title, by post or (during normal business hours only) by hand to Capita Registrars so as to be received by no later than 1.00 p.m. on 24 June 2011.

Acceptances in respect of uncertificated Praesepe Shares should be made electronically through CREST by following the procedure set out in paragraph 14 in Part II of the Offer Document, so that the TTE instruction settles by no later than 1.00 p.m. on 24 June 2011. If you are a CREST sponsored member, you should refer to your CREST sponsor, as only your CREST sponsor will be able to send the necessary TTE instructions to Euroclear.

The Offer Document, Form of Acceptance (in the case of Praesepe Shareholders holding Praesepe Shares in certificated form) and Prospectus are being sent to Praesepe Shareholders in hard copy and will be available on the MMP website (www.marwynmp.com), subject to restrictions relating to persons in certain overseas jurisdictions.

Terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

 
 Enquiries 
 
                                               + 44 (0) 207 004 
 Marwyn Management Partners plc                 2700 
 Simon Pincombe 
 
 Singer Capital Markets Limited, financial 
  adviser to MMP                               +44 (0) 203 205 7500 
 Shaun Dobson 
 James Maxwell 
 
 Praesepe plc                                  +44 (0) 190 835 1200 
 Blair Sinton 
 
 Liberum Capital Limited, financial adviser 
  to Praesepe                                  +44 (0) 20 3100 2222 
 Chris Bowman 
  Richard Bootle 
 

Singer Capital Markets Limited ("Singer"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for MMP and no one else in connection with the Offer, Placing and this announcement and will not be responsible to anyone other than MMP for providing the protections afforded to clients of Singer nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Praesepe and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Praesepe for providing the protections afforded to clients of Liberum nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

Overseas shareholders

Unless otherwise determined by MMP or required by applicable law and regulation, the Offer will not be made available directly or indirectly, in, into or from, or by use of the mails of, or by any means (including, without limitation, telephonically or electronically) or interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. This document does not constitute an offer in the United States, Canada, Australia or Japan or any other such jurisdiction and the Offer will not be made available by any such use or means from or within the United States, Canada, Australia or Japan or any such other jurisdiction. Copies of the Offer Document or any other documents published in connection with the Offer are not being, and must not be, mailed, transmitted or otherwise forwarded, distributed, or sent in whole or in part, in or into or from the United States, Canada, Australia or Japan or any such other jurisdiction, if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction.

This announcement is not for distribution directly or indirectly in or into the United States, Canada, Australia or Japan or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of MMP in the United States, Canada Australia or Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the New MMP Shares have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from the registration requirements under the Securities Act. The New MMP Shares are being offered and sold outside the United States to persons that are not US Persons in accordance with Regulation S under the Securities Act.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the New MMP Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia or Japan. Accordingly, the New MMP Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan.

The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by MMP and/or Singer that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. To the fullest extent permitted by applicable law, MMP, Praesepe, Singer and Liberum disclaim any responsibility or liability for the violation of such restrictions by any person.

Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement, the Prospectus, the Offer Document and/or any other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action.

Dealing disclosure requirements

Under Rule 8.3(a) of the 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) the offeree company 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 the offeree company 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 Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company 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 an offeree company 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 the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, 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 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 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

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