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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