Offer Document Posted


 

TIDMMAMA 
 
RNS Number : 9527D 
SMS Finance S.A. 
10 December 2009 
 

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. 
 
 
10 December 2009 
CASH OFFER 
by 
SMS FINANCE S.A. ("SMS Finance") 
for 
MAMA GROUP PLC ("MAMA") 
 
 
 
 
 
 
POSTING OF OFFER DOCUMENT 
Further to the announcements made on 7 December 2009 and 9 December 2009 (the 
"Announcements") regarding the cash offer (the "Offer") to be made by SMS 
Finance to acquire the entire issued and to be issued share capital of MAMA, SMS 
Finance announces that the offer document containing full terms of, and 
conditions to, the Offer, (the "Offer Document") will be posted later today to 
MAMA Shareholders, together with the related Form of Acceptance (in respect of 
certificated MAMA Shares only). 
The first closing of the Offer is at 1.00pm (London time) on 31 December 2009. 
If you hold your MAMA Shares in certificated form (that is, not in CREST), to 
accept the Offer you should complete, sign and return the Form of Acceptance 
(together with your share certificate(s) and any other documents of title) as 
soon as possible and, in any event, so as to be received by no later than 1.00 
p.m. (London time) on 31 December 2009 by Capita Registrars, Corporate Actions, 
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Additional Forms of 
Acceptance are available from Capita Registrars by telephoning 0871 664 0321 
from within the UK or on + 44 20 8639 3399 if calling from outside the UK. Calls 
to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Other 
network providers' costs may vary. Lines are open 9.00 am to 5.00 pm (London 
time) Monday to Friday (except UK public holidays). Calls to the helpline from 
outside the UK will be charged at the applicable international rate. Different 
charges may apply to calls from mobile telephones and calls may be recorded and 
randomly monitored for security and training purposes. The helpline cannot 
provide advice on the merits of the Offer nor give any financial, legal or tax 
advice. 
If you hold your MAMA Shares in uncertificated form (that is, in CREST), to 
accept the Offer you should follow the procedure for Electronic Acceptance 
through CREST so that the TTE instruction settles as soon as possible and, in 
any event, no later than 1.00 p.m. (London time) on 31 December 2009. If you are 
a CREST sponsored member, you should refer to your CREST sponsor before taking 
any action as only your CREST sponsor will be able to send the necessary TTE 
instructions to Euroclear UK in relation to your MAMA Shares. 
Copies of the Offer Document and the Form of Acceptance are available for 
inspection during normal business hours on any weekday (Saturdays, Sundays and 
public holidays excepted) at the offices of Jones Day, 21 Tudor Street, London, 
EC4Y 0DJ, while the Offer remains open for acceptance. 
In accordance with Rule 19.11 of the City Code, a copy of this announcement, the 
Offer Document and the Form of Acceptance will be available free of charge, 
subject to certain restrictions relating to persons resident in Restricted 
Jurisdictions, for inspection on the following website: www.smsfinance.lu. 
Capitalised terms used but not defined in this announcement have the same 
meaning as given to them in the Announcements. 
 
 
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 will 
be made solely through the Offer Document and in the case of certificated MAMA 
Shares, the Form of Acceptance, which will together contain the full terms and 
conditions of the Offer, including details of how to accept the Offer. Any 
acceptance or other response to the Offer should be made only on the basis of 
the information contained in the Offer Document and, in the case of certificated 
MAMA Shares, the Form of Acceptance. 
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, the Offer is not being, and will not 
be made, directly or indirectly, in or into or by the use of the mails of, or by 
any other means (including, without limitation, electronic mail, facsimile 
transmission, telex, telephone, internet or other forms of electronic 
communication) of interstate or foreign commerce of, or any facility of a 
national securities exchange of any Restricted Jurisdiction and will not be 
capable of acceptance by any such use, means or facility or from within any such 
Restricted Jurisdiction. Accordingly, 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, as doing 
so may invalidate any purported acceptance of the Offer. 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 this Offer or passed 
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. 
Dealing disclosure requirements 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of MAMA, all "dealings" in any "relevant securities" of 
MAMA (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 p.m. (London time) on the 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 MAMA, 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 MAMA by SMS Finance or MAMA, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
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 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. 
Publication on the SMS Finance website 
A copy of this announcement is available, subject to certain restrictions 
relating to persons resident in Restricted Jurisdictions, for inspection at 
www.smsfinance.lu while the Offer remains open for acceptance. 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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