Offer Update
Embargoed for immediate release at 7.00 a.m. on 7 November 2003
7 November 2003
Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Australia or Japan.
Recommended Offer
by Close Brothers Corporate Finance Limited
on behalf of
Microgen plc
for M.M.T. Computing Public Limited Company
Offer declared wholly unconditional
Microgen plc ('Microgen') announces that all of the conditions of the Offer
made by Close Brothers Corporate Finance Limited on behalf of Microgen for
M.M.T. Computing Public Limited Company ('M.M.T.') as set out in the Offer
Document dated 13 October 2003 have now been satisfied or waived and
accordingly the Offer is declared wholly unconditional in all respects. The
Offer will remain open until further notice and M.M.T. Shareholders who have
not yet accepted the Offer, and wish to do so, should despatch their Forms of
Acceptance as soon as possible.
By 3:00pm on 6 November 2003, valid acceptances of the Offer had been received
in respect of a total of 10,623,619 M.M.T. Shares, representing approximately
87.2 per cent. of the existing issued ordinary share capital of M.M.T..
As at 3.00 p.m. on 6 November 2003, acceptances in relation to 2,319,612 M.M.T
Shares, representing approximately 19.0% of the existing issued ordinary share
capital of M.M.T., had been received electing for the basic terms of the Offer,
acceptances in relation to 2,677,016 M.M.T Shares, representing approximately
22.0% of the existing issued ordinary share capital of M.M.T., had been
received electing for additional shares under the Mix and Match Election and
acceptances in relation to 5,626,991 M.M.T Shares, representing approximately
46.2% of the existing issued ordinary share capital of M.M.T., had been
received electing for additional cash under the Mix and Match Election.
Included in the above numbers are valid acceptances which have been received in
respect of all of the shares subject to the irrevocable undertakings as
disclosed in the Offer Document posted on 13 October 2003.
As previously announced, Microgen confirms that the facility for the Mix and
Match Election has been extended and will remain open until 3.00 p.m. on 10
November 2003 at which point it will close. The Board of Microgen will announce
on 11 November 2003 the extent to which elections to receive additional cash
will be satisfied. Elections to receive additional New Microgen Shares will be
satisfied in full.
Neither Microgen nor any person deemed to be acting in concert with Microgen
for the purpose of the Offer owned or controlled any M.M.T. Shares, or any
rights over such M.M.T. Shares immediately prior to 10 October 2003, being the
commencement of the Offer Period. Neither Microgen, nor any of the Microgen
Directors, nor, so far as Microgen is aware, has any person deemed to be acting
in concert with Microgen for the purpose of the Offer acquired or agreed to
acquire any M.M.T. Shares (or rights over M.M.T. Shares) since the commencement
of the Offer Period.
Settlement in respect of valid acceptances received not later than 3.00 p.m. on
6 November 2003 will be made in accordance with the terms of the Offer on or
before 20 November 2003. From today onwards, while the Offer remains open for
acceptances, settlement in respect of further acceptances which are complete in
all respects will be made within 14 days of the date of receipt of their valid
acceptance.
The Board of Microgen confirms its intention set out in the Offer Document and
following Admission, to exercise its rights by issuing notices under the
provisions of sections 428 to 430F of the Act to acquire compulsorily, as soon
as it is able to do so, any remaining M.M.T. Shares upon valid acceptances
being received in respect of more than nine-tenths in value of M.M.T. Shares to
which the Offer relates.
Microgen will also procure that M.M.T. will apply for cancellation of the
listing of M.M.T. Shares on the Official List of the UK Listing Authority and
for the cancellation of trading in M.M.T. Shares on the London Stock Exchange's
market for listed securities at such time as is specified in the Offer
Document.
The expressions in this announcement, unless the context otherwise requires,
bear the same meaning as in the Offer Document dated 13 October 2003.
Enquiries:
Microgen Tel: +44 (0)1753 847 122
Mike Phillips (Group Finance Director)
Close Brothers Corporate Finance Limited Tel: +44 (0)20 7655 3100
Simon Willis
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of their relevant jurisdiction. Persons who are not
resident in the UK should obtain their own advice and observe any applicable
legal and regulatory requirements. The Offer is not being made, directly or
indirectly, in or into, or by use of the mails, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facility of a
national securities exchange of, the United States, Canada, Australia or Japan,
and the Offer is not capable of acceptance by any such use, means,
instrumentality or facility or from within the United States, Canada, Australia
or Japan. Accordingly, copies of this announcement are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded, distributed or sent
in, into or from the United States, Canada, Australia or Japan and persons
receiving this announcement (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in, into or from the
United States, Canada, Australia or Japan. Doing so may render invalid any
purported acceptance of the Offer.
Close Brothers, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Microgen and no one else in
connection with the Offer and will not be responsible to any person other than
Microgen for providing the protections afforded to its customers or for
providing advice in relation to the Offer.