FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1. KEY INFORMATION

 

(a) Identity of the party to the offer making the disclosure:	2e2 Limited
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):  The naming of nominee or vehicle companies is insufficient	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:  Use a separate form for each party to the offer	Morse plc
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEROR
(e) Date position held:	23rd April 2010
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	NO

 

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:	NA
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NIL	NA	NIL	NA
(2) Derivatives (other than options):	NIL	NA	NIL	NA
(3) Options and agreements to purchase/sell:	NIL	NA	NIL	NA
TOTAL:	NIL	NA	NIL	NA

 

All interests and all short positions should be disclosed.

 

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b) Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:	NIL
Details, including nature of the rights concerned and relevant percentages:	NA

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(c) Irrevocable commitments and letters of intent

 

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

The following is extracted from the 2.5 Announcement released on 26th April 2010 - Recommended Cash Acquisition of Morse Plc by 2e2 Limited   (a) Morse directors' irrevocable undertakings at a price of 51 pence per Morse Share:   Name Number of Morse Shares Percentage of existing issued share capital of Morse M Phillips 650,000 0.50 K Loosemore 2,750,000 2.12 R Atkins 295,000 0.23 P Shelton 49,372 0.04   These undertakings shall lapse on the withdrawal or lapse of the Scheme (to the extent that such withdrawal is effected in accordance with the implementation agreement) or if the acquisition is implemented by way of a takeover offer on such offer lapsing or being withdrawn. These undertakings will, however, remain binding even if a higher offer is made by a third party.   (b) Irrevocable undertakings from institutional Morse shareholders at a price of 51 pence per Morse Share:   Name Number of Morse Shares Percentage of existing issued share capital of Morse Gartmore Investment Management Limited 37,015,412 28.50 UBS Global Asset Management (UK) Limited 11,644,357 8.97 GAM International Management Limited 4,076,901 3.14   The irrevocable undertaking given by Gartmore Investment Limited will cease to be binding:   (i) on the withdrawal or lapse of the Scheme (to the extent that such withdrawal is effected in accordance with the Implementation Agreement); (ii) if the Acquisition is implemented by way of a takeover offer, such Offer lapsing or being withdrawn; or (iii) if a higher offer is made by a third party for Morse for consideration of 60 pence per Morse Share.   The irrevocable undertaking given by UBS Global Asset Management (UK) Limited will cease to be binding:   (i) if the Scheme Document or, if the Acquisition is implemented by way of a takeover offer, the offer document containing such offer, is not despatched within 28 days of this announcement; (ii) on the withdrawal or lapse of the Scheme; (iii) if the Acquisition is implemented by way of a takeover offer, on the withdrawal or lapse of such offer; or (iv) if a higher offer is made for Morse which exceeds the value of the consideration payable per Morse Share under the Acquisition by 10 per cent. or more.   The irrevocable undertaking given by GAM International Management Limited will cease to be binding:   (i) on the withdrawal or lapse of the Scheme (to the extent that such withdrawal is effected in accordance with the Implementation Agreement); (ii) if the Acquisition is implemented by way of a takeover offer, such Offer lapsing or being withdrawn; or (iii) if a higher offer is made by a third party for Morse which exceeds the value of the consideration payable per Morse Share under the Acquisition by 10 per cent. or more.   (c) Letters of intent from institutional Morse shareholders at a price of 51p per Morse share:   Name Number of Morse Shares Percentage of existing issued share capital of Morse Aberforth Partners LLP 11,062,618 8.52 Artemis Investment Management Limited 2,724,496 2.10     Definitions   All Capitalised terms referred to within are as defined in Appendix IV of the 2.5 Announcement.

 

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

NONE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.

 

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4. OTHER INFORMATION

 

(a) Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none"

NONE

 

(b) Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

NONE

 

(c) Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

 

 

Date of disclosure:	26th April 2010
Contact name:	Nick Grossman
Telephone number:	01635 568 000

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.