SOR Supporta

 

TIDMMER TIDMSOR 
 
RNS Number : 9199G 
Mears Group PLC 
10 February 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 
10 February 2010 
Embargoed for release at 7.00 am 
 Recommended Offer by Mears Group PLC ("Mears") for the entire issued and to be 
           issued ordinary share capital of Supporta plc ("Supporta") 
Valid acceptances received in respect of approximately 94.6 per cent of 
Supporta's issued share capital 
 
On 18 December 2009, Mears announced a recommended offer for the entire issued 
and to be issued share capital of Supporta. On 27 January 2010, Mears announced 
the offer was wholly unconditional. 
 
Today, Mears announce that as of 2.00 p.m. (London time) on 9 February 2010, the 
Revised Second Closing Date, it has received valid acceptances in relation to 
81,789,849 Supporta Shares, representing approximately 94.6 per cent of the 
ordinary issued share capital of Supporta. The Offer is not being extended. 
 
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. Mears has received 
valid acceptances in relation to all Supporta Shares subject to these 
irrevocables. 
 
As valid acceptances in connection with the Offer, made by Mears, have been 
received in respect of more than 90 per cent. in value of the Supporta Shares to 
which the Offer relates and in respect of more than 90 per cent. of the voting 
rights carried by all of the Supporta Shares to which the Offer relates, Mears 
will shortly send notices to non-assenting Supporta Shareholders implementing 
the procedures set out in Chapter 3 of Part 28 of the Companies Act 2006 to 
compulsorily acquire those Supporta Shares which have not been assented to the 
Offer. 
 
Cancellation of trading in Supporta Shares 
 
As previously stated, now that the Offer has been declared unconditional in all 
respects and the acceptance level is over 90 per cent., Mears has requested 
Supporta to make an application to the London Stock Exchange for the 
cancellation of trading in Supporta Shares on AIM. It is anticipated that such 
cancellation will take effect no earlier than 9 March 2010, being 20 business 
days from the date of this announcement. 
 
Resignation of Supporta Directors 
As was set out in the Offer Document, the Supporta Directors have tendered their 
resignation, which has been accepted by Mears. Supporta has appointed Bob Holt 
and Andrew Smith as new directors with immediate effect. 
 
Application for Listing 
Mears Group PLC also announces that an application has been made for the listing 
of 3,160,847 ordinary shares to be admitted to the Official List, to trading on 
the London Stock Exchange's Main Market for listed securities and to trading on 
the PLUS-Listed Market. The application is being made to satisfy the 
consideration in relation to the recommended offer for Supporta plc for those 
acceptances received to date other than for which admission was granted on 28 
January 2010. The shares allotted will rank pari passu with the existing shares 
in issue. Admission is expected to be effective from 10 February 2010. 
 
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. 
Settlement of the consideration due under the Offer in respect of valid 
acceptances which have been received and are complete in all respects will be 
despatched within 14 days of receipt. 
 
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 Communications                                       Tel: +44(0)7872 
061007 
John Bick /Kirsty Corcoran                                      Tel: +44(0)20 
7245 1100 
 
 
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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