Offer Lapsed
04 1월 2010 - 4:14PM
UK Regulatory
TIDMMAMA
RNS Number : 9269E
SMS Finance S.A.
04 January 2010
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION.
4 January 2010
CASH OFFER
by
SMS FINANCE S.A. ("SMS Finance")
for
MAMA GROUP PLC ("MAMA")
LAPSE OF OFFER
On 10 December 2009, SMS Finance made a cash offer to acquire the entire issued
(and to be issued) share capital of MAMA not already held by it at an offer
price of 4.75 pence per MAMA Share (the "Offer").
SMS Finance today announces that the Offer had not become or been declared
unconditional as to acceptances by 1.00 p.m. on 31 December 2009, being the
first closing date of the Offer, and accordingly the Offer has lapsed with
immediate effect and is no longer capable of acceptance. All acceptances of the
Offer received to date are therefore of no effect.
Level of acceptances
As at 1.00 p.m. (London time) on 31 December 2009, SMS Finance had received
valid acceptances of the Offer in respect of 101,651 MAMA Shares, representing
approximately 0.01 per cent. of MAMA's issued ordinary share capital.
SMS Finance already owns 240,790,000 MAMA Shares representing approximately 29.8
per cent. of the current issued share capital of MAMA.
Accordingly, as at 1.00 p.m. (London time) on 31 December 2009, SMS Finance
either owned or had received valid acceptances of the Offer in respect of a
total of 240,891,651 MAMA Shares, representing in aggregate approximately 29.81
per cent. of the issued share capital of MAMA.
Interests in relevant securities
Save as disclosed above, neither SMS Finance, nor any of the SMS Finance
Directors, nor (so far as the SMS Finance Directors are aware having made due
and careful enquiry) any person acting or deemed to be acting, in concert with
SMS Finance, nor any person who is a party to an arrangement of a kind referred
to in Note 6 on Rule 8 of the City Code relating to relevant securities with SMS
Finance or any person acting, or presumed to be acting, in concert with SMS
Finance:
+-----+------------------------------------------------------------------------+
| (1) | had an interest in, or a right to subscribe for, relevant securities |
| | of MAMA; |
+-----+------------------------------------------------------------------------+
| (2) | had any short position (whether conditional or absolute and whether in |
| | the money or otherwise) in, was party to any agreement to sell, or |
| | subject to any delivery obligation in respect of, or had the right to |
| | require another person to purchase or take delivery of, relevant |
| | securities of MAMA; |
+-----+------------------------------------------------------------------------+
| (3) | had procured an irrevocable commitment or letter of intent to accept |
| | the Offer in respect of relevant securities of MAMA; or |
+-----+------------------------------------------------------------------------+
| (4) | had borrowed or lent any relevant securities of MAMA (except for any |
| | borrowed MAMA Shares which have been either on-lent or sold). |
+-----+------------------------------------------------------------------------+
| SMS Finance confirms that: |
+------------------------------------------------------------------------------+
| (a) | no acceptances of the Offer have been received from parties acting in |
| | concert (within the meaning of the City Code) with SMS Finance; and |
+-----+------------------------------------------------------------------------+
| (b) | neither SMS Finance, nor any person acting in concert (within the |
| | meaning of the City Code) with SMS Finance, has received any |
| | irrevocable commitments or letters of intent in respect of MAMA Shares |
| | to accept the Offer. |
+-----+------------------------------------------------------------------------+
General
As the Offer has now lapsed, (i) in respect of MAMA Shares held in certificated
form, share certificate(s) and/or other document(s) of title will be returned by
post (or by such other method as the Panel may approve) within 14 days, at the
risk of the MAMA Shareholder concerned, to the person or agent whose name and
address is set out in the relevant box of the Form of Acceptance or, if none is
set out, to the first-named holder at his registered address. Unless otherwise
determined by SMS Finance or required by the Takeover Code and permitted by
applicable law and regulation, no such document will be sent to an address in a
Restricted Jurisdiction; and (ii) in respect of MAMA Shares held in
uncertificated form, Capita Registrars will shortly give TTE Instructions to
Euroclear UK to transfer all MAMA Shares held in escrow balances and in relation
to which it is the Escrow Agent for the purposes of the Offer to the original
available balances of the MAMA Shareholders concerned, and the giving of such
instructions will constitute a full discharge of the obligations of SMS Finance
to return such MAMA Shares.
Capitalised terms used but not defined in this announcement have the same
meaning as given to them in the Offer Document.
Enquiries:
Biddicks (SMS Finance public relations)
+-------------------+----------------------------------------------------------+
| Katie Tzouliadis | Tel: 020 7448 1000 |
+-------------------+----------------------------------------------------------+
This announcement is not intended to and does not constitute or form any part
of, an offer to sell or an invitation to purchase or the solicitation of an
offer to subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise. The Offer has
been made solely through the Offer Document and in the case of certificated MAMA
Shares, the Form of Acceptance, which together contain the full terms and
conditions of the Offer, including details of how to accept the Offer.
This announcement has been prepared for the purpose of complying with English
law and the City 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 jurisdictions outside England.
The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by the laws of those jurisdictions and therefore
persons into whose possession this announcement comes should inform themselves
about, and observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
Unless otherwise determined by SMS Finance or required by the Takeover Code and
permitted by applicable law and regulation, unless otherwise determined by SMS
Finance, copies of this announcement and any other documentation relating to the
Offer (including, without limitation, the Offer Document and the Form of
Acceptance) are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
any such documents in or into or from any such Restricted Jurisdiction. Any
person (including, without limitation, custodians, nominees and trustees) who
would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Offer Document and/or the
Form of Acceptance (if applicable) and/or any other related document to any
jurisdiction outside the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of any relevant
jurisdiction. Neither the SEC nor any US state securities commission has
approved or disapproved the Offer or passed comment upon the adequacy or
completeness of this announcement or any other documentation relating to the
Offer (including, without limitation, the Offer Document and the Form of
Acceptance). Any representation to the contrary is a criminal offence.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OLAUGUAAGUPUGAW
Mama (LSE:MAMA)
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