Merger Discussions

8 Aug 2007 12:00

SMC Group Plc08 August 2007 SMC Group Plc("SMC" or the "Group") Merger discussions The boards of SMC and Aukett Fitzroy Robinson Group plc ("AFR") announce that they have entered into non binding heads of agreement relating to a proposed merger of the two companies. Shareholders are advised that the discussions are at any early stage and a finalagreement is subject to extensive commercial, financial and legal due diligence.There can therefore be no guarantee that agreement on the final terms of themerger will be reached or that the merger will proceed. The proposed merger would create a group with some 890 staff with operations in38 offices across nine countries. Further announcements will be made as appropriate. SMC is also pleased to announce that it yesterday received formal approval from the Bank of Scotland for an increase in the quantum and term of the Group's debtfacilities. The new facilities will allow the Group additional headroom commensurate with current and expected trading. For further information please contact: SMC Group Plc Tel: +44 (0)20 7495 5335Robert Boardman Numis Securities Tel: +44 (0)20 7260 1000Stuart Skinner/James Serjeant Bell Pottinger Corporate & Financial Tel: +44 (0)7798 646021David Rydell Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in1% or more of any class of 'relevant securities' of SMC all 'dealings' in any'relevant securities' of that company (including by means of an option inrespect of, or a derivative referenced to, any such 'relevant securities') mustbe publicly disclosed by no later than 3.30 p.m. (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which any offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe 'offer period' otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an'interest' in 'relevant securities' of SMC, they will be deemed to be a singleperson for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevantsecurities' of SMC by any offeror or SMC, or by any of their respective'associates', must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevantsecurities' 'dealings' should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an 'interest' byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a 'dealing' under Rule 8, you should consult the Panel. In accordance with Rule 2.10 of the Code, SMC announces that it has 49,572,945ordinary shares of 1p each in issue. Therefore the total number of ordinaryshares in SMC with voting rights is 49,572,945. The International SecuritiesIdentification Number for SMC ordinary shares is GB00B086GY58. This information is provided by RNS The company news service from the London Stock Exchange