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

 

 

27 May 2010

MORSE plc

 

Results of Court Meeting and General Meeting

 

Recommended cash acquisition of Morse plc by 2e2 Limited (the "Acquisition")

 

The board of Morse is pleased to announce that, at the Court Meeting and General Meeting of eligible Morse Shareholders held earlier today, Morse Shareholders voted to approve, by the necessary majorities, the scheme of arrangement under Part 26 of Companies Act 2006 and other associated matters to implement the Acquisition.  Details of the resolutions passed are set out in the notices of the meetings contained in the Scheme document posted to Morse Shareholders on 30 April 2010 (the "Scheme Document").

 

Voting results of Court Meeting

 

The vote was conducted by way of a poll and the results were as follows:-

 

	FOR	AGAINST
Number of eligible Shareholders casting votes	172 (90.5%)	18 (9.5%)
Number of votes cast by the eligible Shareholders	87,681,445 (99.97%)	27,272 (0.03%)

 

 

Voting results of General Meeting

 

The special resolution to approve certain steps to give effect to the Scheme was duly passed on a poll.  The votes cast were as follows:-

 

	FOR	AGAINST	VOTE WITHHELD
To approve and give effect to the scheme of arrangement	176 (91.2%)	17 (8.8%)	1

 

In relation to the General Meeting:

1. the issued share capital at the date of the meeting was 129,882,763 ordinary shares with voting rights (82 shares of which are  not listed);

2. votes were tendered in respect of 85,617,027 ordinary shares respectively being 65.92% of the issued share capital;

3. any proxy appointments which gave discretion to the Chairman have been included in the shares 'FOR' total; and

4. a 'vote withheld' is not a vote in law and is not counted in the calculations of the proportion of the shares 'FOR' or 'AGAINST' the resolution.

 

The implementation of the Acquisition remains conditional on the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the sanction of the Scheme and the confirmation of the Capital Reduction by the Court.  It is anticipated that the Court hearing to sanction the Scheme will take place on 21 June 2010 and the Court hearing to confirm the Capital Reduction will take place on 23 June 2010, with the Scheme becoming effective on 24 June 2010 and cheques being despatched or settlement through CREST being within 14 days of the Scheme becoming effective.

 

Terms used in this Announcement shall (unless the context otherwise requires) have the same meanings as set out in the Scheme Document.

 

In accordance with Rule 9.6 of the Listing Rules, copies of the resolutions have been submitted to the UK Listing Authority and will be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS

A copy of this announcement will be made available on Morse's website at www.morse.com as soon as practicable.

Enquiries:

 

Morse plc	+44 (0)20 8380 8000
Mike Phillips Chief Executive Officer Guy Millward, Group Finance Director
Investec Bank plc	+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

 

The directors of Morse accept responsibility for the information contained in this Announcement.  To the best of the knowledge and belief of the directors of Morse (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts.

 

Investec Bank plc, 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 and will not be responsible to anyone other than Morse for providing the protections afforded to clients of Investec Bank plc nor for giving advice in relation to the Acquisition or any matter or arrangement 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.