Mc Mining Regulatory News (MCM)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE IT WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION

Date: 20 November 2014

RECOMMENDED CASH OFFER

by

SODEXO MOTIVATION SOLUTIONS U.K. LIMITED

(a wholly-owned subsidiary of Sodexo SA)

for

MOTIVCOM PLC

(to be effected by means of a scheme of arrangement underPart 26 of the Companies Act 2006)

Court confirmation of Reduction in Capital and Scheme becomes effective

Motivcom plc ("Motivcom") is pleased to announce that the Scheme to effect the recommended acquisition by Sodexo Motivation Solutions U.K. Limited ("SMSUK"), a wholly-owned subsidiary of Sodexo SA, of the entire issued and to be issued ordinary share capital of Motivcom (the "Acquisition"), has now become effective in accordance with its terms. This follows confirmation today by the Court of the Capital Reduction required to effect the Acquisition. As a result, the Zibrant Sale has also now completed.

As announced earlier today, with effect from 7.30 a.m. on 20 November 2014, Motivcom Shares were suspended from trading on AIM. Application has been made to the London Stock Exchange for the admission to trading on AIM of the Motivcom Shares to be cancelled and cancellation is expected to take effect at 7.00 a.m. on 21 November 2014.

The consideration of 148 pence in cash per Motivcom Share to be paid to Motivcom Shareholders pursuant to the terms of the Scheme is expected to be dispatched (in the case of certificated holders of Motivcom Shares) or settled in CREST (in the case of uncertificated holders of Motivcom Shares) no later than 4 December 2014.

Capitalised terms, unless otherwise defined in this announcement, have the meaning given to them in the Scheme Document published on 1 October 2014.

Enquiries

Further information

This announcement is for information only and is not intended to and does not constitute, or form part of any offer to sell or invitation to purchase or subscribe for any securities, or any solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made on the terms and subject to the conditions and further terms set out herein and in Appendix 1 to this announcement and the further terms and conditions to be set out in the Scheme Document and Forms of Proxy when issued. Any vote by Motivcom Shareholders in respect of the Offer should be made only on the basis of the information contained in the Scheme Document, which will include details of how to vote in favour of the Scheme. Motivcom Shareholders are advised to read the formal documentation in relation to the Offer which will be distributed to Motivcom Shareholders in due course, as it will contain important information relating to the Offer.

Please be aware that addresses, electronic addresses and certain other information provided by Motivcom Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Motivcom may be provided to SMSUK during the Offer Period (as required under Section 4 of Appendix 4 to the Takeover Code).

Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Motivcom and no one else in connection with the Acquisition and, accordingly, will not be responsible to anyone other than Motivcom for providing the protections afforded to clients of Grant Thornton UK LLP or for providing advice in relation to the Acquisition.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Motivcom and no one else in connection with the Acquisition and, accordingly, will not be responsible to anyone other than Motivcom for providing the protections afforded to clients of Numis Securities Limited or for providing advice in relation to the Acquisition.

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for SMSUK and no one else in connection with the Acquisition and, accordingly, will not be responsible to anyone other than SMSUK for providing the protections afforded to clients of Lazard & Co., Limited or for providing advice in relation to the Acquisition.

Overseas shareholders

The release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory restrictions in those jurisdictions. Motivcom Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement has been prepared for the purposes of complying with English law, the AIM Rules, the rules of the London Stock Exchange and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the tenth business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 per cent or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 p.m. (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 an offeree company or a securities exchange 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 the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Cautionary note regarding forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Motivcom Group and certain plans and objectives of the boards of directors of Motivcom and SMSUK. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of Motivcom and SMSUK in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Motivcom and SMSUK assume no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Motivcom and SMSUK except where expressly stated.