Mc Mining Regulatory News (MCM)

Motivcom Plc

Tender Offer

20 March 2013

Motivcom Plc ("Motivcom" or the "Company") is pleased to announce that it has today posted to its shareholders a Circular and Tender Offer Application Form (the "Circular") setting out the Board's proposals for a tender offer.

The Company with its subsidiaries has built up distributable reserves as at 31 December 2012 of approximately £13,696,000 and the Board has recently decided that it would be appropriate to offer all Shareholders the opportunity to realise some of their investment in the Company by means of a tender offer pursuant to which Numis will purchase, as principal, up to 10 per cent. in aggregate of the issued share capital of the Company at the Tender Price (the "Tender Offer"). If the put option is exercised pursuant to the terms of the repurchase agreement, the Shares purchased by Numis will subsequently be purchased from Numis by the Company and cancelled.

Defined terms in this announcement are as those set out in the Circular.

Key points to the Tender Offer

The key points to the Tender Offer are as follows:

·; The Tender Offer is for up to 10 per cent. in aggregate of the Company's issued share capital (excluding treasury shares). Under the Tender Offer, each Shareholder is entitled to have up to 10 per cent. of his or her shareholding purchased by Numis at the Tender Price.

·; The Tender Offer is being made at the lower of (i) 110 pence per share, being the Latest Price and (ii) 105 per cent. of the average closing middle market price per Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange for the five Business Days immediately preceding the Trade Date, being the price at which Numis is to purchase Shares under the Tender Offer.

·; Shareholders will be able to decide whether to tender none, some or all of their Shares within the overall limits of the Tender Offer.

·; Tenders in excess of a Shareholder's Basic Entitlement will only be accepted to the extent that other Shareholders tender less than their Basic Entitlement or do not tender any Shares and will, if necessary, be scaled back on a pro rata basis.

·; The Tender Offer is conditional on 105 per cent. of the average closing middle market price for a Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange for the five Business Days immediately preceding the Trade Date not being below 100 pence.

·; The Tender Offer closes at 11.00 a.m. on 8 April 2013.

If the put option is exercised pursuant to the terms of the Repurchase Agreement, the Shares purchased by Numis under the Tender Offer will subsequently be purchased by the Company under the terms of the Repurchase Agreement and will then be cancelled. The Tender Offer is subject to the conditions set out in the Repurchase Agreement being fulfilled. Following completion of the Repurchase Agreement, the Company's issued share capital will be reduced by 3,010,241 Shares to 28,093,599 Shares (including Shares held in treasury), assuming the Tender Offer is taken up in full. The Tender Offer is open to Shareholders on the register of the Company at 5pm on 8 April 2013.

There is no guarantee that the Tender Offer will take place. The Tender Offer is conditional on, among other things, 105 per cent. of the average closing middle market price for a Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange for the five Business Days immediately preceding the Trade Date not being below 100 pence and will not proceed if any of the conditions specified in paragraph 2 of Part III of the Circular are not satisfied or if it is withdrawn by the Company at any point prior to the announcement of the results of the Tender Offer. The non-fulfilment of the specified conditions would mean that the Tender Offer could not be implemented and that the Company would have to bear the abortive costs of making the Tender Offer.

Options for Shareholders

Shareholders, other than certain Shareholders in Restricted Jurisdictions, will be entitled to have up to 10 per cent. of their respective holdings purchased under the Tender Offer. Such Shareholders will be able to tender additional Shares, but such tenders will only be satisfied, on a pro rata basis, to the extent that other Shareholders tender less than their Basic Entitlement or do not submit a tender.

Under the Tender Offer, Shareholders can choose:

a) to do nothing and to retain in full their investment in the Company; or

b) to tender some or all of their Shares for purchase and to receive cash in consideration of such purchase (subject to scaling back of tenders in excess of the Basic Entitlement).

The Repurchase Agreement

The Repurchase Agreement between the Company and Numis is dated 20 March 2013. Under this agreement, the parties agree that, subject to:

(a) the Tender Offer becoming unconditional in all respects and not lapsing or terminating in accordance with its terms; and

(b) an amount equal to the Tender Price multiplied by the number of Shares successfully tendered, plus a fee payable to Numis and fees and expenses payable by Numis to its settlement agent, being paid by the Company,

Numis shall purchase, on market at the Tender Price, the Shares successfully tendered up to a maximum of 10 per cent. of the Shares in issue as at the Record Date (excluding Shares held in treasury).

The Company has agreed that, if the put option is exercised under the terms of the Repurchase Agreement, the Company will purchase from Numis such Shares as Numis has purchased pursuant to the Tender Offer at the Tender Price in accordance with the terms of the Repurchase Agreement.

The Repurchase Agreement contains certain representations, warranties and undertakings from Numis in favour of the Company concerning its authority to enter into the Repurchase Agreement and to make the purchase of Shares pursuant thereto.

The Repurchase Agreement also contains representations and warranties from the Company in favour of Numis and incorporates covenants in favour of Numis in respect of certain facts or events in relation to the Company that would affect the Tender Offer.

Issued shares in the Company following the Tender Offer

As a result of the Tender Offer, which is being implemented under the authority granted by Shareholders at the Company's last Annual General Meeting held on 12 June 2012, if the put option is exercised pursuant to the terms of the Repurchase Agreement the Company's issued share capital will be reduced by 3,010,241 Shares to 28,093,599 (assuming that the maximum number of Shares are bought back and cancelled pursuant to the Tender Offer).

Action to be taken by Shareholders

Shareholders should follow the instructions contained in the personalised Circular and Tender Offer Application Form which will contain information on the relevant steps they need to take. If Shareholders have any questions on the Tender Offer, please call the helpline on 01252 821390.

Recommendation

In the opinion of the Board, the proposals described in the Circular are in the best interests of the Shareholders as a whole.

Intentions of the Directors

The following Directors have informed the Company that they and their connected persons intend to tender, or procure the tender of, the following number of Shares into the Tender Offer:

Nigel Phillip Cooper intends to tender 331,979 Shares, representing 10 per cent. of his total holding, under the Tender Offer.

Susan Ann Hocken intends to tender 134,283 Shares, representing 5 per cent. of her total holding, under the Tender Offer.

David Christopher Lebond intends to tender, or procure the tender of, 380,285 Shares, representing 10 per cent. of the Shares in which he is beneficially interested, under the Tender Offer.

Colin Thomas Lloyd intends to tender, or procure the tender of, 124,216 Shares, representing 10 per cent. of the Shares in which he is beneficially interested, under the Tender Offer.

John Murray Sylvester intends to tender 331,326 Shares, representing 5 per cent. of his total holding, under the Tender Offer.

Susan Jane Farr and Peter John Morgan do not hold any Shares.

Tender Offer Timetable

The dates and times given are based on the Company's current expectations and may be subject to change and the relevant notification will be made accordingly.

For further information: