9 Feb 2009 11:39
THIS ANNOUNCEMENT IS 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.
9 February 2009
RECOMMENDED PROPOSAL FOR THE ALL SHARE ACQUISITION
by
2 ergo Group plc
of
Broca plc
(to be effected by means of a scheme of arrangement)
Update on irrevocables
In addition to the irrevocable undertakings set out in the announcement of the recommended proposal for the all share acquisition by 2 ergo Group plc of Broca plc on 5 February 2009, the following Broca shareholder has given an irrevocable undertaking to vote in favour of the Scheme and the Resolutions at the Court Meeting and the General Meeting:
| Name | No. of Ordinary Shares | % of Broca's issued share capital | % of Broca's issued share capital expected to be in issue and entitled to vote at the Court Meeting and General Meeting |
| Nigel Wray | 2,345,530 | 6.00% | 11.17% |
This undertaking will lapse on the Scheme being withdrawn or lapsing or if the Scheme does not proceed if either: the Panel consents to 2 ergo not implementing the Scheme; an event occurs which means that 2 ergo is no longer required by the City Code to implement the Scheme; or 2 ergo becomes aware that any term or condition of the Scheme as set out in the Announcement has or may become incapable of being fulfilled or satisfied. In addition, if at any time prior to the Scheme becoming effective, lapsing or being withdrawn, a third party makes a materially higher competing offer to acquire the entire issued and to be issued share capital of Broca, where material in respect of a higher competing offer means an offer which exceeds the price per Broca Share offered under the Scheme by more than 10%, this undertaking may be revoked by the above shareholder serving written notice on 2 ergo.
2 ergo has therefore received irrevocable undertakings to vote in favour of the Scheme and the Resolutions at the Court Meeting and the General Meeting from:
each of the Broca Independent Directors in respect of their entire beneficial holdings of 766,706 Ordinary Shares representing at the date of this announcement approximately 1.96 per cent. of Broca's issued share capital (and 3.65 per cent. of Broca's issued share capital expected to be in issue and entitled to vote at the Court Meeting and the General Meeting).
institutional and other Broca Shareholders in respect of 5,265,530 Ordinary Shares to which voting authority has been granted representing at the date of this announcement approximately 13.47 per cent. of Broca's issued share capital (and 25.07 per cent. of Broca's issued share capital expected to be in issue and entitled to vote at the Court Meeting and the General Meeting).
In aggregate, therefore, 2 ergo has received irrevocable undertakings to vote in favour of the Scheme and the Resolutions in respect of a total of 6,032,236 Ordinary Shares representing at the date of this announcement approximately 15.43 per cent. of the issued share capital of Broca (and 28.72 per cent. of Broca's issued share capital expected to be in issue and entitled to vote at the Court Meeting and the General Meeting).
This announcement is made pursuant to Rule 8 of the City Code.
Defined terms used in this announcement shall (unless the context otherwise requires) have the same meanings set out in the announcement dated 5 February 2009 setting out the terms of the recommended proposal for the all share acquisition by 2 ergo of Broca.
Enquiries:
| 2 ergo Group plc | Tel: +44 (0) 1706 221 777 |
| Neale Graham, Joint Chief Executive | |
| Barry Sharples, Joint Chief Executive | |
| Numis Securities Limited (financial adviser, nominated adviser and broker to 2 ergo) | Tel: +44 (0) 20 7260 1000 |
| Stuart Skinner (as Nominated Adviser) David Poutney (as Corporate Broker) | |
| RSM Bentley Jennison (financial adviser to 2 ergo) | Tel: +44 (0) 161 819 3030 |
| David Simmons | |
| Broca plc | Tel: +44 (0) 845 006 6661 |
| Ian Price, Chief Executive | |
| Grant Thornton UK LLP (financial adviser and nominated adviser to Broca) | Tel: +44 (0) 20 7383 5100 |
| Fiona Owen | |
| Littlejohn (financial adviser to Broca) | Tel: +44 (0) 20 7516 2210 |
| Claire Palmer |