Last checked at 18 Jan 2010 07:00
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
18 January 2010
Embargoed for release at 7.00 a.m.
Recommended Offer by Mears Group PLC ("Mears") for the entire issued and to be issued ordinary share capital of Supporta plc ("Supporta")
Offer unconditional as to acceptances
On 18 December 2009, Mears announced a recommended offer for the entire issued and to be issued share capital of Supporta. On 13 January 2010, Mears announced it had received valid acceptances in respect of a total of 50,076,086 Supporta Shares, representing approximately 57.92 per cent. of the issued share capital of Supporta. As at 4.30 p.m. (London time) on 15 January 2010, valid acceptances had been received in respect of 50,139,967 Supporta Shares, representing approximately 57.99 per cent. of the issued share capital of Supporta.
Mears is pleased to announce that its offer for Supporta has become unconditional as to acceptances following the reduction of the acceptance condition by Mears as set out in paragraph (a) of Part A of Part V of the Offer Document from 90 per cent. to 50 per cent. of the Supporta Shares to which the Offer relates.
Prior to making the Offer, Mears obtained irrevocable undertakings to accept, or procure the acceptance of, the Offer from certain Supporta Shareholders in respect of 30,128,122 Supporta Shares, representing in aggregate approximately 34.85 per cent. of the issued share capital of Supporta. In respect of the Supporta Shares which are the subject of irrevocable undertakings, Mears had at 4.30 p.m. (London time) on 15 January 2010 received valid acceptances of Supporta Shares subject of these irrevocables in respect of 30,128,122 Supporta Shares, representing 34.85 per cent. of the issued share capital of Supporta.
Mears announces that as a result of the Offer being declared unconditional as to acceptances today, its Offer, which, save as disclosed in this announcement, remains subject to the terms and the conditions set out or referred to in the Offer Document posted to Supporta Shareholders on 22 December 2009, is extended to, and will remain open for acceptance until, 2.00 p.m. on 9 February 2010 (the "Revised Second Closing Date").
Procedure for acceptance of the Offer
To accept the Offer in respect of certificated Supporta Shares, the Form of Acceptance should be completed, signed and returned to Neville Registrars at Neville House, 18 Laurel Lane, Halesowen, West Midlands, BD63 3DA, as soon as possible, but in any event so as to arrive not later than 2.00 p.m. (London time) on the Second Closing Date. Acceptances in respect of uncertificated Supporta Shares should be made electronically through CREST so that the TTE instruction settles not later than 2.00 p.m. on the Second Closing Date.
The procedure for acceptance (including the additional requirements for those Supporta Shareholders who hold their Supporta Shares in uncertificated form) is set out in paragraph 14 of Part II of the Offer Document and, in respect of holders of Supporta Shares in certificated form, in the Form of Acceptance.
If you have any questions on the completion of the Form of Acceptance, please telephone Neville Registrars on 0121 585 1131 from within the UK or on + 44 121 585 1131 if calling from outside the UK. This helpline is available from 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday (except UK public holidays). For legal reasons, the helpline will not be able to provide advice on the merits of the Offer or to provide financial advice.
Further Information
Copies of the Offer Document, Equivalent Document and the Form of Acceptance are available (during normal business hours) from Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands, BD63 3DA.
A copy of all announcements made by Mears and documents sent by Mears, including the Offer Document, Equivalent Document and this announcement, are available at: http://www.mearsgroup.co.uk
Save as disclosed above, neither Mears nor any person acting in concert with Mears for the purposes of the Offer is interested in or has any rights to subscribe for any Supporta Shares nor does any such person have any short position or any arrangement in relation to Supporta Shares. For these purposes "arrangement" includes any agreement to sell or any dealing obligation or right to require another person to purchase or take delivery of, and borrowing or lending of, Supporta Shares. An "arrangement" also includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Supporta Shares which may be an inducement to deal or refrain from dealing in such securities. "Interest" includes any long economic exposure, whether conditional or absolute, to changes in the prices or securities and a person is treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to securities.
The expressions used in this announcement, unless the context otherwise requires, bear the same meaning as in the Offer Document dated 22 December 2009.
Enquiries:
Mears Group PLC
Bob Holt, Chairman Tel: +44(0)7778 798 816
Andrew Smith, Finance Director Tel: +44(0)7712 866 461
Investec
Keith Anderson Tel: +44(0)20 7597 5970
Daniel Adams
Collins Stewart Tel: +44(0)20 7523 8350
Mark Dickenson
Ileana Antypas
Threadneedle Communications Tel: +44(0)20 7936 9666
Trevor Bass
Alex White
Hansard Group Tel: +44(0)7872 061007
John Bick
Investec Bank Plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting exclusively for Mears and no one else in connection with the Offer and will not be responsible to anyone other than Mears for providing the protections afforded to clients of Investec Bank Plc or for providing advice in connection with the Offer.
Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority is acting exclusively for Mears and no one else in connection with the Offer and will not be responsible to anyone other than Mears for providing the protections afforded to clients of Collins Stewart Europe Limited or for providing advice in connection with the Offer.
This announcement does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about, and observe, such restrictions. Failure to comply with the restrictions may constitute a violation of securities laws of any such jurisdiction.
Unless otherwise determined by Mears and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of, nor will it be made in, into or from the United States, Canada, Australia, the Republic of South Africa, New Zealand, the Republic of Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance and any other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from the United States, Canada, Australia, the Republic of South Africa, New Zealand, the Republic of Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction as to do so may invalidate any purported acceptance of the Offer.
Rule 19.11 disclosure
In accordance with Rule 19.11 of the Code, a copy of this Announcement will be published on the Mears website: www.mearsgroup.co.uk.