Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction  

30 April 2010

 

Recommended proposal for the acquisition of Morse plc

by 2e2 Limited

to be implemented by means of a scheme of arrangement

 

Posting of Scheme Circular

 

 

Morse plc ("Morse" or the "Company") and 2e2 Limited ("2e2") announced on 26 April 2010 that they had reached agreement on the terms of a recommended Proposal for 2e2 to acquire the entire issued and to be issued share capital of Morse, to be implemented by means of a scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the "Companies Act").

The Company now announces that the circular (the "Scheme Circular") containing, inter alia, the terms and conditions of the Scheme, an explanatory statement (in compliance with section 897 of the Companies Act), notices of the Court Meeting and General Meeting of Morse, a timetable of principal events, and details of the actions to be taken by Morse Shareholders is today being posted to all Morse Shareholders.

 

The expected timetable of principal events is:

 

Latest time for receipt of blue Form of Proxy for the Court Meeting	11.00 a.m. on 25 May 2010*
Latest time for receipt of white Form of Proxy for the General Meeting	11.30 a.m. on 25 May 2010
Voting Record Time	6.00 p.m. on 25 May 2010
Court Meeting	11.00 a.m. on 27 May 2010
General Meeting	11.30 a.m. on 27 May 2010
* If the blue Form of Proxy for the Court Meeting is not received by Morse's Registrars, Equitini, by 11.00 a.m. on 25 May 2010, it may be handed to the Chairman at the Court Meeting at any time before the taking of the poll at that meeting and will still be valid. However, in the case of the General Meeting unless the white Form of Proxy is lodged so as to be received by 11.30 a.m. on 25 May 2010 it will be invalid.
The following times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the associated Capital Reduction. Any changes to these times and dates will be notified to Scheme Shareholders via a Regulatory Information Service or as may be otherwise required by the Panel.
Last day of dealings in Morse Shares		21 June 2010
Scheme Court Hearing (to sanction the Scheme)		21 June 2010
Dealings in Morse Shares suspended		22 June 2010
Reduction Record Time		6.00 p.m. on 22 June 2010
Reduction Court Hearing (to confirm the Capital Reduction)		23 June 2010
Effective Date of the Scheme		24 June 2010
Cancellation of admission of Morse Shares		24 June 2010
Latest date for despatch of cheques and settlement through CREST		within 14 days of the Effective Date

 

The Court Meeting and the General Meeting will be held on 27 May 2010 at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL.

 

Copies of the Scheme Circular and Forms of Proxy will be available from the offices of Investec Bank plc ("Investec"), 2 Gresham Street, London EC2V 7QP. The Scheme Circular and this Announcement will also shortly be available from the website of Morse, www.morse.co.uk.

 

Enquiries:

 

Morse                                                              +44 (0)20 8380 8000

Mike Phillips, Chief Executive Officer

Guy Millward, Group Finance Director

 

Investec                                                           +44 (0)20 7597 4000 

Andrew Pinder

Patrick Robb

Dominic Emery          

 

Financial Dynamics                                        +44 (0)20 7831 3113  

Charles Palmer

Haya Herbert-Burns

Nicola Biles

 

 

Capitalised terms used in this Announcement have the meanings given to them in the Scheme Circular.

 

Investec, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Morse and no one else in connection with the Acquisition, the Scheme and other matters or arrangements referred to in this Announcement and will not be responsible to anyone other than Morse for providing the protections afforded to clients of Investec nor for giving advice in relation to the Acquisition, the Scheme or any other matters or arrangements referred to in this Announcement.

 

The distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this Announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with the laws of England and Wales, the Takeover Code and the Rules of the London Stock Exchange and information disclosed may not be the same as that which would have been prepared in accordance with the laws of any jurisdiction outside England. Nothing in this Announcement should be relied on for any other purpose.

 

Disclosure requirements of the Takeover Code

 

Under Rule 8.3(a) of the Takeover 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) Morse and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code 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 Morse 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 Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of Morse or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Morse 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 Morse 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 Morse and by any offeror and Dealing Disclosures must also be made by Morse, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).

 

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 Takeover 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.

 

Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website.