MSB Msb Intl.

RNS Number:7193M
Networkers International PLC
27 November 2006


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES OR CANADA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

27 November 2006

                             Recommended Cash Offer
                                      for
                         MSB International PLC ("MSB")
                                       by
                      Seymour Pierce Limited on behalf of
                  Networkers International plc ("Networkers")

Offer declared unconditional in all respects, level of acceptances and Offer to
remain open.


On 29 September 2006 Networkers announced the terms of a recommended cash offer
by Seymour Pierce on behalf of Networkers to acquire the entire issued and to be
issued share capital of MSB.

The Board of Networkers is pleased to announce that the conditions attached to
the Offer have either been satisfied or waived and accordingly the Offer is now
declared unconditional in all respects.

This announcement should be read in conjunction with the Offer Document dated 16
October 2006. Terms used in this announcement shall have the meaning given to
them in the Offer Document.

Level of acceptances

As at 4.30p.m. (London time) on 24 November 2006, Networkers had acquired (or
agreed to acquire) and had received valid acceptances in respect of a total of
15,471,299 MSB Shares representing approximately 75.46 per cent, of MSB's share
capital to which the Offer relates (being 20,501,979 MSB Shares). All of these
acceptances count towards satisfaction of the acceptance condition to the Offer.

This total includes valid acceptances to the Offer received in respect of
15,380,299 MSB Shares, representing approximately 75.01 per cent. of the issued
share capital of MSB. This total also includes acceptances in respect of
8,759,708 MSB Shares for which Networkers had received irrevocable undertakings
to accept the Offer, representing approximately 42.73 per cent. of the issued
share capital of MSB, acceptances in respect of 1,171,051 MSB Shares for which
Networkers had received letters of intent to accept the Offer, representing
approximately 5.71 per cent. of the issued share capital of MSB and a further
91,000 shares representing approximately 0.44 per cent. of the issued share
capital of MSB which were purchased by Networkers in the market.

Other than 6,000 MSB Shares purchased at a price of 72.75 pence per share and
35,000 MSB Shares purchased at a price of 73 pence per share by Networkers on 8
November 2006 and 50,000 MSB Shares purchased at a price of 73 pence per share
by Networkers on 16 November 2006, neither Networkers nor any person acting in
concert with Networkers for the purposes of the Offer held any MSB Shares (or
rights over such shares) before 31 March 2006, the first day of the Offer
Period, nor has any such person acquired or agreed to acquire any such shares
(or rights over such shares) since the commencement of the Offer Period.

Closing date of the Offer

The Offer has been extended and will remain open until further notice.

Settlement of consideration

Settlement of the consideration due under the Offer will be dispatched (or, in
respect of MSB Shares held in uncertificated form, credited through CREST) on or
before 11 December 2006 in respect of MSB Shares for which acceptances of the
Offer, valid in all respects, have already been received or, in respect of MSB
Shares held in uncertificated form, for which Electronic Acceptances have
already validly been made. Settlement of the consideration in respect of valid
acceptances received or made after 27 November 2006 will be dispatched (or in
respect of MSB Shares held in uncertificated form, credited through CREST)
within 14 days of such acceptances being received.

Delisting

As set out in the Offer Document, if Networkers acquires 75 per cent. or more of
the voting rights of MSB and the Offer becomes or is declared unconditional in
all respects, Networkers intends to procure that MSB apply to the UKLA for
cancellation of the listing of the MSB Shares on the Official List of the UKLA
and to the London Stock Exchange for cancellation of trading of MSB Shares on
its market for listed securities. Networkers has, by virtue of its shareholding
and receipt of valid acceptances of the Offer, acquired MSB Shares carrying 75
per cent. or more of the voting rights of the issuer and accordingly Networkers
intends to procure that cancellation of the listing of the MSB Shares on the
Official List of the UKLA and cancellation of trading of MSB Shares on the
London Stock Exchange takes place on 27 December 2006 being 20 business days
from the date of this announcement. Additionally as stated in the Offer
Document, Networkers intends to procure that MSB is re-registered as a private
company.

Compulsory acquisition of MSB Shares

If Networkers receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the MSB Shares (and voting rights)
to which the Offer relates, Networkers intends to exercise its rights in
accordance with Schedule 2 to the Takeovers Directive (Interim Implementation)
Regulations 2006 (SI 1183/2006) to acquire compulsorily all remaining MSB Shares
on the same terms as the Offer.

Further acceptances

For MSB Shares held in certificated form, Forms of Acceptance not returned
should be completed and returned in accordance with the instructions set out in
the Offer Document and on the Form of Acceptance so as to be received as soon as
possible.

For MSB Shares held in uncertificated form, Electronic Acceptances should be
made in accordance with the instructions set out in the Offer Document so that
settlement occurs as soon as possible.

Any MSB Shareholder requiring additional Forms of Acceptance, should contact
Capita Registrars on 0870 162 3121 or, if calling from outside the UK, +44 (0)
20 8639 2157 (during normal business hours only).

Enquiries:

Seymour Pierce (Financial Adviser to Networkers)
Richard Feigen      020 7107 8000
Sarah Jacobs        020 7107 8000

Bishopsgate Communications Ltd.
Maxine Barnes        07860 489571

Seymour Pierce Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority is acting for Networkers in connection with
the Offer and no one else and will not be responsible to anyone other than
Networkers for providing the protections afforded to clients of Seymour Pierce
nor for providing advice in relation to the Offer or any matter referred to
herein.

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 the Form of Acceptance, which
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
the Form of Acceptance.

The laws of the relevant jurisdictions may affect the availability of the Offer
to persons not resident in the United Kingdom. In particular, the Offer is not
being made, directly or indirectly, in the United States or Canada or any
Concerned Jurisdiction. Persons who are not resident in the United Kingdom, or
who are subject to the laws of any jurisdiction other than the United Kingdom,
should inform themselves about and observe any applicable legal or regulatory
requirements.




                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
OUPEAPFLADEKFFE

Msb (LSE:MSB)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024

Msb (LSE:MSB)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024