UNSOLICITED OFFER FOR THE COMPANY


 

TIDMMAMA 
 
RNS Number : 6971D 
MAMA Group Plc 
07 December 2009 
 
+---------------------------------------+---------------------------------------+ 
| FOR IMMEDIATE RELEASE                 |                       7 December 2009 | 
+---------------------------------------+---------------------------------------+ 
 
 
 
 
 
 
Mama Group plc ("MAMA") 
 
 
     UNSOLICITED OFFER FOR THE COMPANY 
 
 
 
 
MAMA Group plc has noted the announcement this morning by SMS Finance S.A. 
("SMS") of a cash offer to acquire the entire issued and to be issued share 
capital of MAMA not already held by SMS at a price of 3.7 pence per share. The 
offer is unsolicited. 
 
 
The Board of MAMA unanimously believes that this offer is highly opportunistic 
and significantly undervalues MAMA and will recommend that shareholders take no 
action and reject the offer, when it is made. 
 
 
Contacts 
 
 
+------------------------------------------------+------------------------------+ 
| MAMA Group plc                                 |                020 7688 9000 | 
+------------------------------------------------+------------------------------+ 
| Adam Driscoll                                  |                              | 
+------------------------------------------------+------------------------------+ 
| Dean James                                     |                              | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| Panmure Gordon                                 |                020 7459 3600 | 
+------------------------------------------------+------------------------------+ 
| Dominic Morley                                 |                              | 
+------------------------------------------------+------------------------------+ 
| Callum Stewart                                 |                              | 
+------------------------------------------------+------------------------------+ 
|                                                |                              | 
+------------------------------------------------+------------------------------+ 
| Square 1 Consulting Limited                    |                              | 
+------------------------------------------------+------------------------------+ 
| David Bick                                     |                020 7929 5599 | 
+------------------------------------------------+------------------------------+ 
| Mark Longson                                   |                              | 
+------------------------------------------------+------------------------------+ 
 
 
 
 
 
 
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the 
Company confirms that it has 807,890,312 ordinary shares of 5p each in issue and 
admitted to trading on the AIM Market of the London Stock Exchange under the UK 
International Securities Identification Number ("ISIN code") GB0031342743. 
 
 
Dealing Disclosure Requirements 
 
 
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) in 
1% or more of any class of "relevant securities" of the Company, all "dealings" 
in any "relevant securities" of the Company (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30 pm (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which the offer becomes, or is declared, 
unconditional as to acceptances, lapses or is otherwise withdrawn or on which 
the "offer period" otherwise ends. If two or more persons act together pursuant 
to an agreement or understanding, whether formal or informal, to acquire an 
"interest" in "relevant securities" of the Company, they will be deemed to be a 
single person for the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of the Company by the offeror or the Company, or by any of their 
respective "associates", must be disclosed by no later than 12.00 noon (London 
time) on the London business day following the date of the relevant transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be 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. 
 
 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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