TIDMMER TIDMSOR
RNS Number : 4530F
Mears Group PLC
13 January 2010
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
13 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")
Levels of acceptance and extension of the Offer
On 18 December 2009, Mears announced a recommended offer for the entire issued
and to be issued share capital of Supporta.
Mears announces that as at 2.00 p.m. (London time) on 12 January 2010, being the
First Closing Date of the Offer, valid acceptances had been received in respect
of a total of 40,800,046 Supporta Shares, representing approximately 47.19 per
cent. of the issued share capital of Supporta. Of these acceptances, 40,000 were
received from Peter Dicks, Non-Executive Deputy Chairman of Mears, which
represents his entire shareholding in Supporta. None of the remaining
acceptances were received from persons acting in concert with Mears and all of
the acceptances received will be counted towards the satisfaction of the
acceptance condition under the Offer.
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
2.00 p.m. on 12 January 2010, being the First Closing Date of the Offer,
received valid acceptances of Supporta Shares subject of these irrevocables in
respect of 23,156,274 Supporta Shares, representing 26.78 per cent. of the
issued share capital of Supporta.
Mears also announces that as at 4.30 p.m. (London time) on 12 January 2010,
being close of business yesterday, valid acceptances had been received in
respect of a further 9,276,040 Supporta Shares, representing approximately 10.73
per cent. of the issued share capital of Supporta.
Accordingly, Mears has received valid acceptances in respect of a total of
50,076,086 Supporta Shares, representing approximately 57.92 per cent. of the
existing issued share capital of Supporta. As at this time, with the exception
of 5,781 Supporta Shares, all the outstanding irrevocable commitments have been
received.
Mears announces that its Offer, which 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 26 January 2010 (the "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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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