Compulsory Acquisition Notice
For immediate release
14 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
Posting of compulsory acquisition notice
On 7 November 2003, Microgen plc ('Microgen') released an announcement
declaring that the Offer made by Close Brothers Corporate Finance Limited on
behalf of Microgen for M.M.T. Computing Public Limited Company (M.M.T.) was
wholly unconditional.
The Board of Microgen announces that as at 3.00 p.m. on 13 November 2003 valid
acceptances of the Offer had been received in respect of a total of 10,970,672
M.M.T. Shares, representing approximately 90.1 per cent. of the existing issued
ordinary share capital of M.M.T..
As valid acceptances of the Offer have been received in respect of more than
nine-tenths in value of M.M.T.'s Shares to which the Offer relates, Microgen
intends to apply the provisions of sections 428-430F of the Companies Act 1985
to acquire compulsorily all outstanding M.M.T. Shares on the terms of the
Offer. Accordingly, Microgen will be posting shortly formal notices under
section 429 of the Companies Act 1985 to M.M.T. Shareholders who have not yet
accepted the Offer.
The Offer will remain open until further notice. As previously announced, the
Mix and Match Facility closed at 3.00 p.m. on 10 November 2003.
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.