Offer Update

RNS Number : 9199G

Mears Group PLC

10 February 2010

 



THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

10 February 2010

Embargoed for release at 7.00 am

Recommended Offer by Mears Group PLC ("Mears") for the entire issued and to be issued ordinary share capital of Supporta plc ("Supporta")

Valid acceptances received in respect of approximately 94.6 per cent of Supporta's issued share capital

On 18 December 2009, Mears announced a recommended offer for the entire issued and to be issued share capital of Supporta. On 27 January 2010, Mears announced the offer was wholly unconditional.

Today, Mears announce that as of 2.00 p.m. (London time) on 9 February 2010, the Revised Second Closing Date, it has received valid acceptances in relation to 81,789,849 Supporta Shares, representing approximately 94.6 per cent of the ordinary issued share capital of Supporta. The Offer is not being extended.

Prior to making the Offer, Mears obtained irrevocable undertakings to accept, or procure the acceptance of, the Offer from certain Supporta Shareholders in respect of 30,128,122 Supporta Shares, representing in aggregate approximately 34.85 per cent. of the issued share capital of Supporta. Mears has received valid acceptances in relation to all Supporta Shares subject to these irrevocables. 

As valid acceptances in connection with the Offer, made by Mears, have been received in respect of more than 90 per cent. in value of the Supporta Shares to which the Offer relates and in respect of more than 90 per cent. of the voting rights carried by all of the Supporta Shares to which the Offer relates, Mears will shortly send notices to non-assenting Supporta Shareholders implementing the procedures set out in Chapter 3 of Part 28 of the Companies Act 2006 to compulsorily acquire those Supporta Shares which have not been assented to the Offer.

Cancellation of trading in Supporta Shares

As previously stated, now that the Offer has been declared unconditional in all respects and the acceptance level is over 90 per cent., Mears has requested Supporta to make an application to the London Stock Exchange for the cancellation of trading in Supporta Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 9 March 2010, being 20 business days from the date of this announcement.

Resignation of Supporta Directors

As was set out in the Offer Document, the Supporta Directors have tendered their resignation, which has been accepted by Mears. Supporta has appointed Bob Holt and Andrew Smith as new directors with immediate effect.

Application for Listing

Mears Group PLC also announces that an application has been made for the listing of 3,160,847 ordinary shares to be admitted to the Official List, to trading on the London Stock Exchange's Main Market for listed securities and to trading on the PLUS-Listed Market. The application is being made to satisfy the consideration in relation to the recommended offer for Supporta plc for those acceptances received to date other than for which admission was granted on 28 January 2010. The shares allotted will rank pari passu with the existing shares in issue. Admission is expected to be effective from 10 February 2010.

Further Information

Copies of the Offer Document, Equivalent Document and the Form of Acceptance are available (during normal business hours) from Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands, BD63 3DA.

A copy of all announcements made by Mears and documents sent by Mears, including the Offer Document, Equivalent Document and this announcement, are available at: http://www.mearsgroup.co.uk

Save as disclosed above, neither Mears nor any person acting in concert with Mears for the purposes of the Offer is interested in or has any rights to subscribe for any Supporta Shares nor does any such person have any short position or any arrangement in relation to Supporta Shares. For these purposes "arrangement" includes any agreement to sell or any dealing obligation or right to require another person to purchase or take delivery of, and borrowing or lending of, Supporta Shares. An "arrangement" also includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Supporta Shares which may be an inducement to deal or refrain from dealing in such securities. "Interest" includes any long economic exposure, whether conditional or absolute, to changes in the prices or securities and a person is treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to securities.

The expressions used in this announcement, unless the context otherwise requires, bear the same meaning as in the Offer Document dated 22 December 2009.

Settlement of the consideration due under the Offer in respect of valid acceptances which have been received and are complete in all respects will be despatched within 14 days of receipt.

Enquiries:

Mears Group PLC

Bob Holt, Chairman                                                Tel: [phone]

Andrew Smith, Finance Director                              Tel: [phone]

Investec

Keith Anderson                                                      Tel: [phone]

Daniel Adams                                        

Collins Stewart                                                       Tel: [phone]

Mark Dickenson                      

Ileana Antypas

Threadneedle Communications                                Tel: [phone]

Trevor Bass                                            

Alex White

Hansard Communications                                       Tel: [phone]

John Bick /Kirsty Corcoran                                      Tel: [phone]                          

Investec Bank Plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting exclusively for Mears and no one else in connection with the Offer and will not be responsible to anyone other than Mears for providing the protections afforded to clients of Investec Bank Plc or for providing advice in connection with the Offer.

Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting exclusively for Mears and no one else in connection with the Offer and will not be responsible to anyone other than Mears for providing the protections afforded to clients of Collins Stewart Europe Limited or for providing advice in connection with the Offer.

This announcement does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about, and observe, such restrictions. Failure to comply with the restrictions may constitute a violation of securities laws of any such jurisdiction.

Unless otherwise determined by Mears and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of, nor will it be made in, into or from the United States, Canada, Australia, the Republic of South Africa, New Zealand, the Republic of Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance and any other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from the United States, Canada, Australia, the Republic of South Africa, New Zealand, the Republic of Ireland or Japan or any 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 as to do so may invalidate any purported acceptance of the Offer.

Rule 19.11 disclosure

In accordance with Rule 19.11 of the Code, a copy of this Announcement will be published on the Mears website: www.mearsgroup.co.uk.

 

END

 

 

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