TIDMMMP TIDMPRA
RNS Number : 8652H
Marwyn Management Partners PLC
03 June 2011
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND
INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY NEW MMP SHARES
OR NEW WARRANTS REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE
BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY MMP IN
CONNECTION WITH THE PLACING AND THE PRAESEPE OFFER. COPIES OF THE
PROSPECTUS WILL BE AVAILABLE FROM MMP'S REGISTERED OFFICE.
FOR IMMEDIATE RELEASE
3 June 2011
PART I
Marwyn Management Partners plc ("MMP")
Recommended offer to acquire the entire issued and to be issued
ordinary share capital of Praesepe plc, Placing and notice of
AGM
The Board of MMP is pleased to announce its firm intention to
make an offer to acquire the entire issued and to be issued
ordinary share capital of Praesepe plc (the "Praesepe Offer") and
the proposed placing of up to 4,375,000 new ordinary shares in the
capital of MMP at GBP1.00 per New MMP Share (with New Warrants
attached on a one-for-one basis) (the "Placing").
The Directors believe that the proposed acquisition of Praesepe
supports the execution of its strategy by providing a controlling
stake in a cash generative platform business and strengthening the
Marwyn management team through the skills and experience of the
Praesepe management team and ultimately create value for
shareholders.
In order to raise cash to invest in Praesepe, other companies
advised by the MMP Group and other trading businesses identified by
management teams working with the MMP Group, MMP is proposing to
raise up to GBP4.375 million by way of the Placing. The Placing is
conditional, inter alia, upon Admission of the Placing Shares and
New Warrants. The Placing is not conditional upon the Praesepe
Offer becoming or being declared wholly unconditional, and the
Praesepe Offer is not conditional upon the Placing.
It is proposed that the net proceeds of the Placing will be
deployed as follows:
a) if the Praesepe Offer does not become wholly unconditional,
to acquire new platform businesses in the MMP Group's three
divisions; and
b) if the Praesepe Offer becomes wholly unconditional, GBP3
million of the net proceeds will be invested in Praesepe pursuant
to the Subscription Agreement, of which GBP2.35 million will be
used to de-leverage the Praesepe Group and GBP0.65 million will be
used to provide working capital to the Praesepe Group, and the
remainder will be used as set out in (a) above.
If the Placing does not complete, but the Praesepe Offer becomes
or is declared wholly unconditional, the GBP3 million to be
invested pursuant to the Subscription Agreement will be funded from
the Existing Group's cash reserves.
MMP will today publish a prospectus in relation to the issue of
New MMP Shares pursuant to the Praesepe Offer and New MMP Shares
and New Warrants pursuant to the Placing and the Further
Subscription. A copy of the Prospectus will be submitted to the
National Storage Mechanism and will shortly be available for
inspection at: www.Hemscott.com/nsm.do and also on MMP's website at
www.marwynmp.com.
MMP is also today convening an annual general meeting of MMP for
10.00 a.m. on 27 June 2011.
Summary and highlights
Placing
-- The Placing Price of GBP1.00 per New MMP Share (with New
Warrants attached on a one-to-one basis) represents a 6.1 per cent.
discount to the Closing Price of 106.5 pence per MMP Share on 2
June 2011 (the Business Day prior to this announcement).
-- Investors have been offered matching New Warrants to
subscribe for new MMP Shares at the Placing Price in the three
years following MMP's Initial Admission, subject to holding the
number of New Ordinary Shares acquired in the Placing.
-- In setting the Placing Price, the Directors have considered
the price at which the New MMP Shares (with New Warrants attached
on a one-to-one basis) need to be offered to investors to ensure
the success of the Placing and to raise very significant equity
compared with the current market capitalisation of MMP.
-- The Placing Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
ordinary shares of MMP except they will carry the right to receive
in full all dividends and other distributions declared made or paid
in respect of such ordinary shares after the date of issue of the
Placing Shares.
Praesepe Offer
-- Under the terms of the Praesepe Offer, Praesepe Shareholders
who accept the Praesepe Offer will receive 1 New MMP Share for
every 13.3 Praesepe Shares.
-- The Praesepe Offer values each Praesepe Share at 8.008 pence
and the fully diluted ordinary share capital of Praesepe at
approximately GBP39.4 million (assuming full conversion of the
Praesepe Convertible Loan Notes and excluding all outstanding
options and other rights to subscribe for Praesepe Shares which
carry an exercise price of more than 8.008 pence per share or
otherwise have no value), based upon the Closing Price of MMP
Shares on 2 June 2011.
-- The Praesepe Offer represents a premium of 42.4 per cent. to
the Closing Price of 5.625 pence per Praesepe Share on 7 April
2011, being the last Business Day prior to the announcement of a
possible offer for Praesepe.
-- MMP has received irrevocable undertakings from Praesepe
Shareholders to accept the Praesepe Offer in respect of 267,081,929
Praesepe Shares, representing, in aggregate, approximately 54.3 per
cent. of the fully diluted ordinary share capital of Praesepe
(assuming full conversion of the Praesepe Convertible Loan Notes
and excluding all outstanding options and other rights to subscribe
for Praesepe Shares which carry an exercise price of more than
8.008 pence per share or otherwise have no value).
-- The Praesepe Offer is conditional, inter alia, upon MMP
having acquired or agreed to acquire Praesepe Shares carrying more
than 50 per cent. of the voting rights exercisable at a general
meeting of Praesepe.
-- The Praesepe Offer Document will contain a recommendation
from the Independent Praesepe Directors that they, having been so
advised by Liberum, consider the terms of the Praesepe Offer to be
fair and reasonable. In providing its advice to the Independent
Praesepe Directors, Liberum has taken into account the commercial
assessments of the Independent Praesepe Directors.
-- Accordingly, the Independent Praesepe Directors will
unanimously recommend that Praesepe Shareholders accept the
Praesepe Offer, as they have irrevocably undertaken to do or
procure to be done in respect of their entire beneficial
shareholdings, comprising, in aggregate, 5,562,000 Praesepe Shares
representing 1.1 per cent. of Praesepe's fully diluted ordinary
share capital.
James Corsellis, Executive Director of MMP said:
"MMP is seeking majority control of Praesepe because the market
is not recognising the true value of the company. The Directors
believe that there is significant potential for further value
creation.
MMP's strategy remains consistent with the approach successfully
adopted by Marwyn since 2005. That is to invest in experienced
management teams, support them with know-how and resources normally
only available to much bigger companies, and target businesses with
high-growth potential in sectors ripe for consolidation as part of
a dedicated buy-and-build strategy."
Blair Sinton, Non-executive Director of Praesepe said:
"Since its first acquisition in July 2008, Praesepe and its
management have quickly built a leading UK based gaming company in
less than three years to achieve the current estate of 96 High
Street venues, four family entertainment centres and six bingo
clubs. Although Praesepe is still at a relatively early stage in
its development, the acquisition by MMP will provide the business
with a stable platform which supports its future funding
requirements so that Praesepe can continue to expand, both
organically and inorganically."
Applications will be made for the New MMP Shares and New
Warrants to be admitted to the Official List of the FSA, and to be
admitted to trading by the London Stock Exchange on its main market
for listed securities. In connection with the Placing, MMP has
agreed that it will not issue or sell further ordinary shares for a
period ending 90 days after Admission of the Placing Shares,
without the prior consent of Singer, but it has the ability to
issue a further 50 million New MMP Shares (with Warrants attached
on a one-for-one basis) pursuant to the Prospectus on the same
terms as those issued pursuant to the Placing for a period of up to
30 days, unless it notifies the market otherwise that the period
has been terminated.
This summary should be read in conjunction with the full text of
the announcement of the Praesepe Offer (set out in Part II of this
announcement). In particular, the Praesepe Offer will be subject to
the conditions set out in Appendix I of Part II of this
announcement and the further terms and conditions in the Praesepe
Offer Document.
The Praesepe Offer is subject to the provisions of the Takeover
Code. In accordance with Rule 19.11 of the City Code on Takeovers
and Mergers (the "Takeover Code"), a copy of this announcement will
be published on MMP's website at www.marwynmp.com.
Neither the contents of MMP's website nor the contents of any
website accessible from hyperlinks on such website (or any other
website) is incorporated into, or forms part of, this announcement
nor, unless previously published by means of a recognised
information service, should any such content be relied upon in
reaching a decision regarding the matters referred to in this
announcement.
Singer Capital Markets Limited ("Singer"), which is authorised
and regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for MMP and no one else in
connection with the Praesepe Offer, Placing and this announcement
and will not be responsible to anyone other than MMP for providing
the protections afforded to clients of Singer nor for providing
advice in connection with the Praesepe Offer or this announcement
or any matter referred to herein.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Praesepe and no one else in
connection with the Praesepe Offer and this announcement and will
not be responsible to anyone other than Praesepe for providing the
protections afforded to clients of Liberum nor for providing advice
in connection with the Praesepe Offer or this announcement or any
matter referred to herein.
Enquiries
+ 44 (0) 207 004
Marwyn Management Partners plc 2700
Simon Pincombe
Singer Capital Markets Limited, financial
adviser to MMP +44 (0) 203 205 7500
Shaun Dobson
James Maxwell
Praesepe plc +44 (0) 190 835 1200
Blair Sinton
Liberum Capital Limited, financial adviser
to Praesepe +44 (0) 20 3100 2222
Chris Bowman
Richard Bootle
This announcement is for information only and is not intended to
and does not constitute, or form part of, any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Praesepe Offer or otherwise. The Praesepe Offer will be
effected solely through the Praesepe Offer Document, which will
contain the full details, terms and conditions of the Praesepe
Offer, including the details of how to accept the Praesepe Offer.
This announcement has been issued by and is the sole responsibility
of MMP.
Any decision regarding the Praesepe Offer should be made only on
the basis of information referred to in the Praesepe Offer Document
and the forms of acceptance which Praesepe intends to despatch
shortly to Praesepe Shareholders, persons with information rights
and, for information only, to participants in the Praesepe Share
Incentive Schemes and holders of Praesepe Convertible Loan
Notes.
Unless otherwise determined by MMP or required by applicable law
and regulation, the Praesepe Offer will not be made available
directly or indirectly, in, into or from, or by use of the mails
of, or by any means (including, without limitation, telephonically
or electronically) or interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States,
Canada, Australia or Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of such
jurisdiction. This document does not constitute an offer in the
United States, Canada, Australia or Japan or any other such
jurisdiction and the Praesepe Offer will not be made available by
any such use or means from or within the United States, Canada,
Australia or Japan or any such other jurisdiction. Copies of the
Praesepe Offer Document or any other documents published in
connection with the Praesepe Offer are not being, and must not be,
mailed, transmitted or otherwise forwarded, distributed, or sent in
whole or in part, in or into or from the United States, Canada,
Australia or Japan or any such 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.
This announcement, including the Appendices, is not for
distribution directly or indirectly in or into the United States,
Canada, Australia or Japan or any jurisdiction into which the same
would be unlawful. This announcement does not constitute or form
part of an offer or solicitation to purchase or subscribe for
shares in the capital of MMP in the United States, Canada Australia
or Japan or any jurisdiction in which such an offer or solicitation
is unlawful. In particular, the New MMP Shares and New Warrants
referred to in this announcement have not been, and will not be,
registered under the Securities Act and may not be offered or sold
in the United States absent registration or an exemption from the
registration requirements under the Securities Act. The New MMP
Shares and New Warrants referred to in this announcement are being
offered and sold outside the United States to persons that are not
US Persons in accordance with Regulation S under the Securities
Act.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the New MMP Shares and New
Warrants have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state,
province or territory of Canada, Australia or Japan. Accordingly,
the New MMP Shares and New Warrants may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United
States, Canada, Australia or Japan.
The New MMP Shares to be issued pursuant to the Praesepe Offer
and New MMP Shares and New Warrants to be issued pursuant to the
Placing and the Further Subscription will not be admitted to
trading on any stock exchange other than the London Stock
Exchange.
The release, publication or distribution of this announcement
(including the Appendices) in jurisdictions other than the UK may
be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the UK should inform
themselves about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with the applicable
requirements may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken by MMP and/or
Singer that would permit an offering of such shares or possession
or distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. To the fullest extent
permitted by applicable law, MMP, Praesepe, Singer and Liberum
disclaim any responsibility or liability for the violation of such
restrictions by any person.
Any person (including, without limitation, any custodian,
nominee and trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to, forward this
announcement, the Prospectus, the Praesepe Offer Document and/or
any other related document to any jurisdiction outside the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction before taking any
action.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Singer by FSMA or the regulatory regime
established thereunder, Singer does not accept any responsibility
whatsoever and no representation or warranty, express or implied,
is or will be made as to or for the contents of this document,
including its accuracy, completeness or for any other statement
made or purported to be made by it, or on its behalf, in connection
with MMP, the New MMP Shares, the New Warrants the Praesepe Offer
or the Placing. Singer accordingly disclaims all and any liability
whether arising in tort, contract or otherwise (save as to referred
to above) in respect of this document or any such statement.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares.
This announcement has been prepared for the purpose of complying
with English law, the AIM Rules, the Listing Rules and the Takeover
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 the
UK.
Forward Looking Statements
This announcement, including information included or
incorporated by reference in this announcement, may contain
"forward-looking statements" concerning MMP and/or Praesepe.
Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates" or similar
expressions identify forward-looking statements. The
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks
and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market
conditions and the behaviours of other market participants, and
therefore undue reliance should not be placed on such statements.
Forward looking statements are not guarantees of future performance
and actual results could differ materially from those contained in
the forward-looking statements. Any forward looking-statements
contained in this announcement speak only as of the date they are
made.
You are advised to read this announcement, the Prospectus and
the information incorporated by reference therein, in their
entirety for a further discussion of the factors that could affect
MMP's future performance and the industries in which MMP operates.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this announcement
may not occur.
Other than in accordance with their legal or regulatory
obligations (including under the Listing Rules, the Prospectus
Rules, the Disclosure and Transparency Rules and the AIM Rules),
MMP, Praesepe, Singer and Liberum assume no obligation and do not
intend to update or revise publicly any forward-looking statement,
whether as a result of new information, future events or
otherwise.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of an offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Defined terms in this section are as defined in the Takeover
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 on telephone
number: +44 (0)20 7638 0129; fax number: +44 (0)20 7236 7013.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND
INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY NEW MMP SHARES
OR NEW WARRANTS REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE
BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY MMP IN
CONNECTION WITH THE PLACING AND THE PRAESEPE OFFER. COPIES OF THE
PROSPECTUS WILL BE AVAILABLE FROM MMP'S REGISTERED OFFICE.
FOR IMMEDIATE RELEASE
3 June 2011
PART II
Recommended Share Offer
by
Marwyn Management Partners plc ("MMP")
For
Praesepe plc ("Praesepe")
1. Introduction
The Board of MMP and the Independent Praesepe Directors are
pleased to announce they have reached agreement on the terms of a
recommended offer for the entire issued and to be issued ordinary
share capital of Praesepe.
Praesepe directors David Williams, Benjamin Shaw, Mark Watts,
Nick Harding and Matthew Proctor have not participated in the
decision to recommend the Praesepe Offer as they are not considered
to be independent in relation to the offer. David Williams is not
considered to be independent due to his historic relationship with
Marwyn Investment Management LLP which, through the Operator,
provides investment advice to MMP. Benjamin Shaw and Mark Watts are
not considered to be independent as they are also on the MMP Board.
Nick Harding and Matthew Proctor are not considered to be
independent due to their proposed continued roles with Marwyn. The
decision to recommend the Praesepe Offer has therefore been made
solely by the Independent Praesepe Directors, having been advised
by Liberum.
2. The Praesepe Offer
The Praesepe Offer will be made on the following basis:
1 New MMP Share for every 13.3 Praesepe Shares
and so in proportion for any greater number of Praesepe Shares
held.
The Praesepe Offer values each Praesepe Share at 8.008 pence and
the fully diluted ordinary share capital of Praesepe at
approximately GBP39.4 million (assuming full conversion of the
Praesepe Convertible Loan Notes and excluding all outstanding
options and other rights to subscribe for Praesepe Shares which
carry an exercise price of more than 8.008 pence per share or
otherwise have no value), based upon the Closing Price of MMP
Shares on 2 June 2011.
The Praesepe Offer represents a premium of 42.4 per cent. to the
Closing Price of 5.625 pence per Praesepe Share on 7 April 2011,
being the last Business Day prior to the announcement of a possible
offer for Praesepe (based upon the value of GBP1.00 for each New
MMP Share).
3. Recommendation
The Praesepe Offer Document will contain a recommendation from
the Independent Praesepe Directors that they, having been so
advised by Liberum, consider the terms of the Praesepe Offer to be
fair and reasonable. In providing advice to the Independent
Praesepe Directors, Liberum have taken into account the commercial
assessment of the Independent Praesepe Directors.
The Praesepe Offer Document will also contain a statement that
the Independent Praesepe Directors consider that the Praesepe Offer
is in the best interests of Praesepe Shareholders as a whole.
Accordingly, they will unanimously recommend that Praesepe
Shareholders accept the Praesepe Offer, as they have irrevocably
undertaken to do in respect of their entire beneficial holdings,
which in aggregate amount to 5,562,000 Praesepe Shares,
representing approximately 1.1 per cent. of Praesepe's fully
diluted share capital.
4. Reasons for recommending the Praesepe Offer
In the period since Praesepe completed its first acquisition in
July 2008, Praesepe has developed into the third largest operator
of AGCs in the UK through both organic and acquisition led growth.
With its experienced management team Praesepe remains committed to
its strategy to consolidate the LSHV market and to build a
diversified gaming business in the UK and Europe.
In assessing the Offer, the Independent Praesepe Directors have
taken the following into consideration:
-- 8.008 pence for each Praesepe Share represents a premium of
42.4 per cent. to the Closing Price of 5.625 pence per Praesepe
Share on 7 April 2011, being the last business day prior to the
announcement of a possible offer for Praesepe;
-- 8.008 pence for each Praesepe Share represents a premium of
19.5 per cent. to the average Closing Price of 6.70 pence per
Praesepe Share over the three months prior to 7 April 2011; and
-- MMP's ability and commitment to support Praesepe in
continuing to pursue its stated strategy.
In addition, the commitment by MMP to invest GBP3 million into
Praesepe through the subscription and loan notes will provide
Praesepe will the capital required to meet its debt repayment
schedule and provide working capital for the business.
5. Background to and reasons for the Praesepe Offer
The stated strategy of MMP is to become a conglomerate and
deliver value for its shareholders by: (i) acquiring controlling
interests in one or more smaller companies or businesses (each
having an enterprise value of up to GBP1 billion); (ii) ensuring
such businesses are managed by experienced executives with
exceptional track records and working closely alongside such
executives in order to create value for its shareholders; and (iii)
seeking, where possible, to maximise synergies between such
businesses from both a revenue and a cost perspective.
MMP believes that the Praesepe Offer supports the execution of
its strategy by:
-- providing a controlling stake in a cash generative platform
business;
-- strengthening the MMP management team through the skills and
experience of the Praesepe management team; and
-- enhancing shareholder value through potential upside from the
positive impact of regulatory change in the gaming sector and
potential acquisition opportunities
If the Praesepe Offer becomes or is declared wholly
unconditional, MMP intends to continue the business of Praesepe in
substantially the same manner as present. MMP has agreed,
conditional upon the Praesepe Offer becoming or being declared
wholly unconditional, to invest GBP3 million in Praesepe pursuant
to the Subscription Agreement to fund its current debt repayment
schedule and provide the business with working capital.
6. Irrevocable undertakings
MMP has received irrevocable undertakings to accept the Praesepe
Offer in respect of a total of 267,081,929 Praesepe Shares
(including those which will be issued upon exercise of the Praesepe
Convertible Loan Notes), representing, in aggregate, approximately
54.3 per cent. of Praesepe's fully diluted share capital.
Further details of these irrevocable undertakings including the
circumstances in which they cease to be binding are set out in
Appendix II to this Part II.
7. Information relating to MMP
MMP was established in October 2010 by the principal investment
and advisory group, Marwyn, to acquire predominantly controlling
interests in both public and private companies. On 12 January 2011
MMP obtained the admission of its ordinary shares and warrants to
the Official List (by way of a standard listing) and its ordinary
shares and warrants were admitted to trading on the London Stock
Exchange's main market for listed securities.
8. Information relating to Praesepe
Overview
Praesepe is a UK based company listed on AIM. It is the largest
high street venue operator in the UK and currently owns and
operates 96 high street venues, four FEC venues and six Bingo
clubs, including the biggest Bingo club in Europe at Cricklewood in
London, under the "Beacon Bingo" brand as well as operating 75 AGC
under a management contract. Praesepe's high street venues are
located across England, Scotland and Wales and mainly offer slot
machine products. The Bingo clubs offer main stage Bingo games,
along with mechanised cash Bingo and non-Bingo machines including
Category B3 and Category C machines.
Praesepe has its administrative headquarters in Milton Keynes
and employs over 940 staff.
Strategy and Opportunity
Praesepe has identified the opportunity to consolidate the
fragmented LSHV gaming market in the UK and Europe and to build a
diversified gaming group including gaming machines, Bingo and
sports book/pool betting operations. Praesepe's pipeline of
acquisition opportunities ranges from smaller transactions through
to larger medium-to-long term transformational opportunities.
The MMP Directors believe that there are a number of factors
which suggest that Praesepe continues to be well positioned to
pursue this strategy, with the key ones being:
(a) the fragmented nature of the LSHV gaming market in the UK
and a number of countries in Europe;
(b) the MMP Directors' existing relationships within the
industry in the UK and Europe; and
(c) the announced and expected regulatory improvements for
operators in the LSHV gaming market.
These factors have continued to provide Praesepe with a pipeline
of acquisition opportunities ranging from smaller transactions
through to larger medium to longer term transformational
opportunities. The MMP Directors continue to believe that the UK
and European gaming market offers an attractive opportunity for
growth and consolidation.
The business
The MMP Directors believe that Praesepe's high street venue and
Bingo businesses are both well run and established within the UK
gaming sector and that Praesepe is an ideal acquisition opportunity
to gain a foothold in the high street venue and Bingo sectors.
All of Praesepe's 171 high street venues offer slot machine
products and 38 also offer Bingo products. The MMP Directors
believe that the venues are well run sites and furnished to a high
standard to create a welcoming and attractive ambient atmosphere
for customers. In addition to the appearance of the venues, the MMP
Directors believe that good customer service is also key to the
operation of Praesepe's business. Praesepe's venues benefit from a
high level of management and employee continuity with approximately
31 per cent. of staff having over five years' service across the
Praesepe Group.
Praesepe's six Bingo clubs offer "main stage" Bingo products,
along with mechanised cash Bingo and gaming machines including
Category B3 and Category C machines (as set out in more detail
below). The Bingo clubs at Cricklewood and Northampton are its
cornerstone venues, with the Bingo club at Cricklewood being
regarded as the largest in Europe. The MMP Directors therefore
consider that Praesepe's Bingo clubs provide Praesepe with a strong
foothold in the UK Bingo market. All of Praesepe's Bingo clubs
offer their customers the following gaming products:
(a) Main stage Bingo - Praesepe's Bingo clubs operate main stage
Bingo games on a daily basis with morning, afternoon and evening
sessions being played. The admission fee for main stage Bingo is
determined on a club-by-club and session-by-session basis taking
into consideration a number of factors including demographics of
the Bingo club and the target customer. In addition to offering
paper tickets for playing main stage Bingo games, Praesepe also
offers electronic hand held terminals to its customers.
(b) Mechanised cash Bingo - Praesepe's Bingo clubs run
mechanised cash Bingo games, which differ from the main stage Bingo
games in that they are played by players using a coin operated
system and plastic Bingo boards. The games are much quicker than
the normal main stage Bingo sessions and, as such, allow a greater
degree of flexibility to increase the number of games in between
main stage Bingo games.
(c) Gaming machines - Praesepe's Bingo clubs contain Category B3
and Category C gaming machines as well as video Bingo terminals. In
general, customers will play the gaming machines and video Bingo
terminals between the main stage Bingo sessions. The number of
gaming machines and video Bingo terminals varies from 40 for the
smallest Bingo club to 243 for the largest.
Praesepe also has a small profitable online business.
Employees
As of 2 June 2011, Praesepe employs a total of 943 staff, split
between 42 head office staff, 527 High Street gaming venue staff
and 374 Bingo club staff. Staff working in high street venues and
Bingo clubs report to 106 site managers (100 for high street venues
and six for Bingo clubs), who in turn are overseen by two
operations directors (one for high street venues and one for Bingo
clubs).
Property
In respect of Praesepe's owned and operated estate, Praesepe
leases its 111 gaming venues from third parties which have an
average remaining lease of approximately 9.5 years. The 75 AGCs
operated under the management contract are all leased.
Branding
Praesepe's high street gaming venues currently operate under the
"Cashino" brand, the "Showboat" brand and the "Agora" brand and its
Bingo clubs under the "Beacon Bingo" brand.
Licences
The gaming industry is highly regulated in the UK, and operators
require licences, approvals and permits. Praesepe's business and
profitability are dependent on its AGC, FEC and Bingo licences,
approvals and permits.
The Praesepe Group holds suitable operating licences which
enable it to operate high street venues and Bingo clubs and 36 of
Praesepe's employees have a personal management licence. The
Praesepe Group holds AGC licences at 123 venues and Bingo licences
at 46 venues in respect of its owned and operated estate.
9. Directors and employees
The Board of MMP has given assurances to the Board of Praesepe
that, upon the Praesepe Offer becoming or being declared
unconditional in all respects, the existing employment rights of
all Praesepe Group employees will continue to be safeguarded and
their accrued rights to pensions benefits protected. MMP's plans do
not involve any material change to the conditions of employment of
Praesepe's employees, nor are there any current plans to change the
principal locations of Praesepe's business. The Board of Praesepe
welcomes these assurances.
Certain of the senior management of Praesepe hold A ordinary
shares in Praesepe (UK) Limited (a subsidiary of Praesepe) pursuant
to the Praesepe Sub Limited Management Participation Scheme which
entitle them, subject to certain conditions, to require Praesepe to
purchase the A ordinary shares held by them. These arrangements
cannot currently be exercised as the relevant conditions have not
been met.
Although it has been acknowledged that revised incentivisation
arrangements for Praesepe's senior management team may in the
future be considered to replace the existing arrangements, there
have been no discussions regarding the terms of any such
arrangements (including their type or quantum), there are no
agreements or arrangements between MMP and senior management, no
such agreements or arrangements will be entered into at the current
time and there will be no discussions regarding these replacement
arrangements during the Offer Period.
10. Share options and other rights to subscribe for Praesepe
Shares
The Praesepe Offer will extend to all Praesepe Shares
unconditionally allotted or issued and fully paid on the date of
the Praesepe Offer and any Praesepe Shares which are
unconditionally allotted or issued fully paid (or credited as fully
paid) (including to satisfy the exercise of options or the vesting
of awards granted under the Praesepe Share Incentive Schemes)
before the time and date on which the Praesepe Offer ceases to be
open for acceptance or such earlier time and date as MMP may,
subject to the Takeover Code, decide, not being earlier than the
date on which the Praesepe Offer becomes unconditional as to
acceptances.
Praesepe Share Incentive Schemes
The Praesepe Offer extends to all Praesepe Shares
unconditionally allotted or issued while the Praesepe Offer remains
open for acceptance (or until such earlier date as MMP may, subject
to the Takeover Code, determine), including any Praesepe Shares
which are unconditionally allotted or issued and fully paid (or
credited as fully paid) pursuant to the exercise of options granted
under the Praesepe Share Incentive Schemes.
Participants in the Praesepe Share Incentive Schemes will be
contacted regarding the effect of the Praesepe Offer on their
rights under these schemes in due course. To the extent that
options under the Praesepe Share Incentive Schemes have an exercise
price of less than 8.008 pence (on the basis that the Praesepe
Offer values each Praesepe Share at 8.008 pence, as described in
paragraph 2 above), appropriate proposals will be made to the
relevant participants. To the extent that options under the
Praesepe Share Incentive Schemes have an exercise price of 8.008
pence or more (on the basis that the Praesepe Offer values each
Praesepe Share at 8.008 pence, as described in paragraph 2 above),
MMP intends to make proposals to such participants to cancel their
options for a nominal cash payment.
Upon the Praesepe Offer becoming or being declared unconditional
in all respects, MMP intends to discuss with the Praesepe Board
appropriate replacement incentive arrangements for Praesepe's
employees.
Beacon Deferred Consideration
On 30 March 2010 Praesepe entered into a sale and purchase
agreement with West Register (Investments) Limited and others in
connection with the acquisition of Beacon Entertainments Limited
pursuant to which the Beacon Vendors are entitled to be issued
Praesepe Shares as deferred consideration in certain circumstances.
Under these arrangements, the Beacon Vendors are entitled to be
issued Praesepe Shares if the Praesepe Offer values a Praesepe
Share at more than 10 pence. Based on the current share price of a
MMP Share, the Praesepe Offer values each Praesepe Share at less
than 10 pence. If the share price of a MMP Share increases prior to
the Praesepe Offer becoming or being declared wholly unconditional
such that it values a Praesepe Share at more than 10 pence (as
determined under the sale and purchase agreement with the Sellers),
the Praesepe Offer will extend to any Praesepe Shares issued
pursuant to these arrangements. If the Praesepe Offer continues to
value each Praesepe Share at less than 10 pence, the Beacon Vendors
will cease to be entitled to receive any Praesepe Shares upon the
Praesepe Offer being declared, or becoming, wholly
unconditional.
MMP LP Option
MMP LP entered into an option agreement with Praesepe on 25 June
2008 pursuant to which MMP LP was granted an option to subscribe
for Praesepe Shares at a price of 1 pence per share, subject to
certain conditions. The option cannot currently be exercised as the
conditions have not been met and will lapse seven days after MMP LP
is given notice of the Praesepe Offer by the directors of Praesepe
in accordance with the terms of the option agreement.
Praesepe Convertible Loan Notes
MMP has received irrevocable undertakings from both of the
holders of the Praesepe Convertible Loan Notes (namely, MVI LP and
Matthew Proctor) to convert their Praesepe Convertible Loan Notes
into Praesepe Shares and to accept the Praesepe Offer in respect of
any Praesepe Shares to which they become entitled upon exercise of
the Praesepe Convertible Loan Notes. Matthew Proctor is only
required to exercise his rights to convert his Praesepe Convertible
Loan Notes and accept the Praesepe Offer in respect of the
resulting shares where: (i) the Praesepe Offer has become or been
declared wholly unconditional; or (ii) MMP has confirmed to him
that it will declare the Offer wholly unconditional following all
such Praesepe Shares being assented to the Praesepe Offer.
11. Conditional Subscription
The Praesepe Lending Banks have agreed to waive a change of
control provision in the Facility Agreement which would be
triggered by the Praesepe Offer becoming or being declared
unconditional in consideration for the payment by Praesepe of
GBP2.35 million of current outstanding debt. In order to fund this
payment and to provide working capital to the Praesepe Group, MMP
has entered into the Subscription Agreement with Praesepe, pursuant
to which it has agreed to subscribe for 20,265,814 Praesepe Shares
for an aggregate subscription price of GBP1,519,936.05 and
GBP1,480,063.95 of New Loan Notes, conditional upon the Praesepe
Offer becoming or being declared wholly unconditional. The New Loan
Notes will accrue interest at 15 per cent. above LIBOR and have a
maturity date of 20 business days after the maturity of the senior
debt facilities entered into by Praesepe with MAL and the Praesepe
Lending Banks under the facility agreement dated 20 April 2010.
12. Further terms of the Praesepe Offer
The Praesepe Shares to be acquired under the Praesepe Offer will
be acquired fully paid with full title guarantee and free from all
liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any
nature whatsoever and together with all rights now or subsequently
attaching or accruing to them including, without limitation, voting
rights and the right to receive and retain in full all dividends
and other distributions (if any) declared, made or paid after the
date of the Praesepe Offer.
13. Disclosure of interests
MMP confirms that it is has made an Opening Position Disclosure,
setting out the details required to be disclosed by it under Rule
8.1(a) of the Takeover Code.
14. Overseas Shareholders
The availability of the Praesepe Offer to Overseas Shareholders
may be affected by the laws of the relevant jurisdictions in which
they are located. Such persons should inform themselves of, and
observe, any applicable legal and regulatory requirements of their
jurisdiction. If you remain in any doubt, you should consult your
professional adviser in the relevant jurisdiction without
delay.
15. General
This document has been prepared for the purposes of complying
with English law, the Takeover Code, the AIM Rules and the Listing
Rules and the information disclosed in this document may not be the
same as that which would have been disclosed if this document had
been prepared in accordance with the laws of any other
jurisdiction.
The Praesepe Offer will not be made, directly or indirectly, in
or into and is not capable of acceptance in or from the United
States, Canada, Australia or Japan.
The New MMP Shares to be issued pursuant to the Praesepe Offer
have not been, nor will they be, registered under the Securities
Act or under any relevant securities laws of any state or other
jurisdiction of the United States, nor have the relevant clearances
been, nor will they be, obtained from the securities commission or
similar authority of any province or territory of Canada, and no
prospectus has been or will be filed, or registration made, under
any securities law of any province or territory of Canada, nor has
a prospectus in relation to the New MMP Shares been, nor will one
be, lodged with or registered by the Australian Securities and
Investments Commission, nor have any steps been taken, nor will any
steps be taken, to enable the New MMP Shares to be offered in
compliance with applicable securities laws of Japan. Accordingly,
unless an exemption under the Securities Act or other applicable
securities laws is available, the Praesepe Offer is not being made
available in, and none of the New MMP Shares may be offered, sold,
resold or delivered, directly or indirectly, in, into or from the
United States, Canada, Australia or Japan, or any other
jurisdiction in which an offer of New MMP Shares would constitute
(or result in the Praesepe Offer constituting) a violation of
relevant laws or require registration thereof, or to or for the
account or benefit of any US Person or resident of Canada,
Australia or Japan. This document does not constitute an offer to
sell, or the solicitation of any offer to buy, any New MMP Shares
in any jurisdiction in which such an offer or solicitation would be
unlawful.
16. Compulsory acquisition, delisting and cancellation of
trading in Praesepe Shares
If MMP receives acceptances under the Praesepe Offer in respect
of, and/or otherwise acquires, 90 per cent. of the Praesepe Shares
to which the Praesepe Offer relates, MMP intends to exercise its
rights in accordance with sections 974 to 991 of the 2006 Act to
acquire compulsorily the remaining Praesepe Shares on the same
terms as the Praesepe Offer.
Following the Praesepe Offer becoming or being declared
unconditional in all respects, and subject to any applicable
requirements of AIM, MMP intends to procure that Praesepe applies
for the cancellation of trading in Praesepe Shares on AIM. It is
anticipated that such cancellation will take effect no earlier than
20 Business Days after the Praesepe Offer becomes or is declared
unconditional in all respects (provided that MMP has acquired, or
agreed to acquire, issued share capital carrying 75 per cent. of
the voting rights of Praesepe). If an application for cancellation
of trading in Praesepe Shares is made, a further announcement will
be issued. The cancellation of trading of Praesepe Shares will
significantly reduce the liquidity and marketability of any
Praesepe Shares not acquired by MMP.
17. General
The Praesepe Offer Document will be sent to Praesepe
Shareholders (other than certain Overseas Shareholders) as soon as
possible and in any event within 28 days of this announcement (or
such longer period as the Panel may permit).
Appendix I to this Part II sets out the conditions of the
Praesepe Offer. Appendix II of this Part II contains certain
details relating to the irrevocable undertakings received by MMP to
accept the Praesepe Offer. The sources and bases of certain
financial information contained in this Part II are set out in
Appendix III of this Part. Certain terms used in this announcement
are defined in Part III of this announcement.
APPENDIX I
COnditions of the PRAESEPE Offer
The Praesepe Offer will be conditional upon:
(a) MMPhaving acquired or agreed to acquire, whether pursuant to
the Praesepe Offer or otherwise, by first closing date of the
Praesepe Offer (or such later date as MMP may, subject to the Code,
determine) Praesepe Shares carrying in aggregate more than 50 per
cent. of the voting rights then exercisable at a general meeting of
Praesepe including, to the extent (if any) required by the Panel,
any voting rights attaching to any Praesepe Shares which are
unconditionally allotted before the Praesepe Offer becomes or is
declared unconditional as to acceptances pursuant to the exercise
of any outstanding conversion or subscription rights or otherwise.
For the purposes of this condition, Praesepe Shares which have been
unconditionally allotted shall be deemed to carry the voting rights
which they will carry upon issue;
(b) (i) the admission to the Official List of the New MMP Shares
to be issued in connection with the Praesepe Offer becoming
effective in accordance with the Listing Rules and the admission of
such shares to trading becoming effective in accordance with the
Admission and Disclosure Standards of the London Stock Exchange or
(ii) if MMP and Praesepe so determine (and subject to the consent
of the Panel) (x) the UK Listing Authority having acknowledged to
MMP or its agent (and such acknowledgement not having been
withdrawn) that the application for the admission of the New MMP
Shares to the Official List with a standard listing has been
approved and (after satisfaction of any conditions to which such
approval is expressed to be subject ("listing conditions")) will
become effective as soon as a dealing notice has been issued by the
FSA and any listing conditions have been satisfied and (y) the
London Stock Exchange having acknowledged to MMP or its agent (and
such acknowledgement not having been withdrawn) that the New MMP
Shares will be admitted to trading;
Condition (b) must be fulfilled or waived within 21 days after
the later of the first closing date of the Praesepe Offer and the
date on which condition (a) is fulfilled (or such later date as MMP
may, with the consent of the Panel, agree), failing which the
Praesepe Offer will lapse.
Certain further terms of the Offer
The Praesepe Offer will lapse if the proposed acquisition of
Praesepe by MMP is referred to the Competition Commission before
1.00 p.m. on the first closing date of the Praesepe Offer or the
date when the Praesepe Offer becomes or is declared unconditional
as to acceptances, whichever is the later. In such circumstances,
the Praesepe Offer will cease to become capable of further
acceptance and accepting Praesepe Shareholders and MMP shall cease
to be bound by acceptances delivered on or before the date on which
the Praesepe Offer so lapses.
MMP reserves the right to make such changes to the above
conditions as may be appropriate in the event that the conditions
of the Praesepe Offer are required to be amended to comply with
Rule 9 of the Code.
The Praesepe Offer will be made on the terms and will be subject
to the conditions which are set out in this Appendix 1, those terms
which will be set out in the Praesepe Offer Document and the
Praesepe Form of Acceptance and such further terms as may be
required to comply with the provisions of the Takeover Code. This
announcement does not constitute an offer or invitation to purchase
any securities.
The Praesepe Offer will be governed by English law and subject
to the jurisdiction of the English courts and to the conditions and
further terms set out below and to be set out in the Praesepe Offer
Document and Praesepe Form of Acceptance.
APPENDIX II
DETAILS OF IRREVOCABLE UNDERTAKINGS
MMP has received irrevocable undertakings to accept the Praesepe
Offer in respect of a total of 267,081,929 Praesepe Shares
(including those which will be issued upon exercise of the Praesepe
Convertible Loan Notes), representing, in aggregate, approximately
54.3 per cent. of Praesepe's fully diluted share capital, comprised
as follows.
Praesepe Directors (excluding undertakings in relation to
Praesepe Convertible Loan Notes)
Per cent. of Praesepe's
Number of Praesepe fully diluted ordinary
Name Shares share capital
Brian Mattingly 4,000,000 0.8
Simon Thomas 1,500,000 0.3
Blair Sinton 62,000 0.0
Nick Harding 1,314,090 0.3
Matthew Proctor 405,000 0.1
David Williams has not entered into an irrevocable undertaking
in respect of the 655,723 Praesepe Shares in which he is
interested.
Undertakings in relation to Praesepe Convertible Loan Notes
Per cent. of Praesepe's
Number of Praesepe fully diluted ordinary
Name Shares share capital
Matthew Proctor 391,000 0.1
MVI LP 85,316,256 17.3
Other Praesepe Shareholders
Per cent. of Praesepe's
Number of Praesepe fully diluted ordinary
Name Shares share capital
Killik & Co 2,181,656 0.4
Artemis Institutional
UK Growth Fund Chase
Nominees Ltd 2,970,408 0.6
Artemis Alpha Trust
plc 2,479,000 0.5
Smith & Williamson
Investment Management
Limited 2,600,000 0.5
Hargreave Hale Limited 15,000,000 3.1
Unicorn AIM VCT PLC 3,409,091 0.7
Rockridge Investment
Partners LLP 31,500,000 6.4
Jonathan Shipley 13,636,364 2.8
MVI LP 100,316,964 20.4
The undertakings which have been received from both of the
holders of the Praesepe Convertible Loan Notes (namely, Matthew
Proctor and MVI LP), require such holders to convert their Praesepe
Convertible Loan Notes into Praesepe Shares and to accept the
Praesepe Offer in respect of the Praesepe Shares to which they
become entitled upon exercise of the Praesepe Convertible Loan
Notes. Matthew Proctor is only required to exercise his rights to
convert his Praesepe Convertible Loan Notes and accept the Praesepe
Offer in respect of the resulting shares where: (i) the Praesepe
Offer has become or been declared wholly unconditional; or (ii) MMP
has confirmed to him that it will declare the Offer wholly
unconditional following all such Praesepe Shares being assented to
the Praesepe Offer.
The undertakings referred to above from the Independent Praesepe
Directors and other Praesepe Directors will not lapse in the event
that a third party announces a competing offer to acquire the
entire issued share capital of Praesepe.
The undertakings referred to from other Praesepe Shareholders
shall cease to be binding if a third party makes an offer for the
entire issued ordinary share capital of Praesepe and: (i) the value
of that proposal exceeds the value of the Praesepe Offer by more
than ten per cent.; (ii) such proposal is made with the consent of
the Board of Praesepe; and (iii) a period of ten days has elapsed
from the announcement of such third party offer without MMP having
revised the terms of the Praesepe Offer so that the value of the
revised Praesepe Offer is at least equal to the value of the offer
made by such third party.
APPENDIX III
SOURCES AND BASES
(a) References to the fully diluted share capital of Praesepe
are based upon the 405,316,286 Praesepe Shares in issue
as at the date of this announcement, the 713,975 Praesepe
Shares to be issued pursuant to the Praesepe Share Incentive
Schemes (excluding those with an exercise price of more
than 8.008 pence) and the 85,707,356 Praesepe Shares to
be issued pursuant to the exercise of the Praesepe Convertible
Loan Notes.
(b) The number of Praesepe Shares to be issued pursuant to
the exercise of the Praesepe Convertible Loan Notes set
out in (a) above has been calculated on the basis of conversion
on 6 June 2011.
(c) The value attributed to the ordinary share capital of
Praesepe is based upon the fully diluted share capital
of Praesepe as set out in (a) above.
(d) Unless otherwise stated, the financial information concerning
Praesepe has been extracted from the audited annual report
and accounts for Praesepe for the periods ended 26 December
2010, 27 December 2009 and 31 December 2008.
(e) Praesepe Share prices have been derived from the AIM appendix
to the Official List and represent the Closing Prices
on the relevant date.
(f) MMP Share prices have been derived from the Daily Official
List and represent the Closing Prices on the relevant
date.
(g) References to a percentage of Praesepe's issued ordinary
share capital are based on the number of Praesepe Shares
in issue as set out in paragraph (a) above.
PART III
DEFINITIONS
2006 Act the Companies Act 2006 (as amended,
modified, consolidated, re-enacted
or replaced from time to time)
Accounting Date 26 December 2010
Admission admission of the relevant New MMP Shares
to the Official List and to trading
on the London Stock Exchange's main
market for listed securities
AIB Allied Irish Bank plc
AIM AIM, a market operated by the London
Stock Exchange
AIM Rules the rules for AIM companies published
by the London Stock Exchange
Australia the Commonwealth of Australia, its
states, territories and possessions
Beacon Vendors West Register (Investments) Limited,
AIB, Bank of Ireland, Duchess III CDO
S.A., Duchess VII CDO B.V., Duchess
I CDO S.A., Almack S.A., HPE II L.P.,
Brian Mattingley, Stephanie Murray
and Kevin Hamilton
Business Day any day (other than a public holiday,
Saturday or Sunday) on which clearing
banks in London are open for normal
business
Canada Canada, its provinces and territories
and all areas under its jurisdiction
and political sub-divisions thereof
Closing Price the closing middle market quotation
of a Praesepe Share or a MMP Share
as derived from the AIM Appendix to
the Daily Official List and the Daily
Official List respectively
Conditional Subscription the conditional subscription, by MMP,
for new ordinary shares in the capital
of Praesepe and New Loan Notes pursuant
to the Subscription Agreement
Daily Official List the Daily Official List of the London
Stock Exchange
Directors or Directors the directors of MMP at the date of
of MMP or Board this document
Existing Group means MMP and its subsidiaries and
subsidiary undertakings as at the date
of this document
Facility Agreement means the facility agreement originally
entered into on 11 August 2006 between,
inter alios, MAL and a syndicate of
lenders with the lead arranger being
The Royal Bank of Scotland plc for
the provision of certain debt facilities
as amended and restated and amended
from time to time
FSA the Financial Services Authority
Further Subscription the subscription for up to 50 million New
MMP Shares (with New Warrants attached on
a one-for-one basis) pursuant to the
Prospectus on the same terms as the
Placing
Independent Praesepe Directors Brian Mattingley, Blair Sinton and
Simon Thomas
Initial Admission means the admission of the MMP Shares and
Warrants to the Official List and to
trading on the London Stock Exchange's
main market for listed securities which
took place on 12 January 2011
Japan Japan, its cities, prefectures,
territories and possessions
Liberum Liberum Capital Limited
Listing Rules the rules and regulations made by the
Financial Services Authority in its
capacity as the UK Listing Authority
under the Financial Services and Markets
Act 2000 and contained in the UK Listing
Authority's publication of the same
name
London Stock Exchange London Stock Exchange plc
MAL Mayfair Acquistionco Limited, a
subsidiary of Praesepe
Marwyn Marwyn Investments Group Limited and its
subsidiary undertakings and affiliates
from time to time
MMP Marwyn Management Partners plc, a public
limited company incorporated in England
and Wales with registration number
7409681 and having its registered office
at 11 Buckingham Street, London, WC2N
6DF
MMP Group means MMP and its subsidiaries and
subsidiary undertakings from time to
time
MMP Shares ordinary shares of GBP0.01 each in
the capital of MMP
MMP LP Marwyn Management Partners L.P.
MVI LP Marwyn Value Investors, L.P.
New Loan Notes the GBP1,480,063.95 unsecured
subordinated PIK notes proposed to be
issued by Praesepe pursuant to the
Conditional Subscription
New MMP Shares the new ordinary shares in the capital
of MMP to be issued pursuant to the
Praesepe Offer, the Placing and the
Further Subscription
New Warrants up to 4,375,000 new Warrants to be
issued pursuant to the Placing and
the new Warrants to be issued pursuant
to the Further Subscription
Official List the Official List of the UK Listing
Authority
Operator Marwyn Management Partners LLP, a limited
liability partnership incorporated
on 22 November 2010 with registered
number OC359718
Overseas Shareholders Praesepe Shareholders (or nominees of, or
custodians or trustees for Praesepe
Shareholders) not resident in or citizens
of the United Kingdom
Panel the Panel on Takeovers and Mergers
Placing the conditional placing of the Placing
Shares (with New Warrants attached on a
one-for-one basis) by Singer at the
Placing Price pursuant to the Placing
Agreement
Placing Agreement the Placing Agreement entered into
between MMP and Singer in respect of
the Placing
Placing Price 100 pence per Placing Share
Placing Shares the New MMP Shares to be allotted
pursuant to the Placing
Praesepe Praesepe plc, a public limited company
incorporated in England and Wales with
registered number 05745526 and having
its registered office at Seebeck House,
1A Seebeck Place, Knowhill, Milton
Keynes, United Kingdom, MK5 8FR
Praesepe Convertible Loan the GBP6,470,000 loan notes still
Notes outstanding held by MVI LP constituted by
the loan note instrument entered into on
19 October 2009 constituting GBP6,500,000
unsecured convertible loan notes of GBP1
each in Praesepe and the GBP30,000 loan
notes held by Matthew Proctor constituted
by the loan note instrument entered into
on 27 November 2009 constituting
GBP30,000 unsecured convertible loan
notes of GBP1 each in Praesepe
Praesepe Directors or the directors of Praesepe at the date
Directors of Praesepe of this document
or Board of Praesepe or
Praesepe Board
Praesepe Form of Acceptance the form of acceptance to be sent to
Praesepe Shareholders holding Praesepe
Shares in certificated form and
accompanying the Praesepe Offer Document
Praesepe Group Praesepe and its subsidiaries and
subsidiary undertakings
Praesepe Lending Banks The Royal Bank of Scotland (as agent
and security trustee), Allied Irish
Bank Plc, Duchess I CDO SA, Duchess
III CDO SA, Duchess VII CLO BV and
The Governor and Company of the Bank
of Ireland
Praesepe Offer the recommended offer to be made by MMP
to acquire the entire issued and to be
issued ordinary share capital of Praesepe
on the terms and subject to the
conditions set out in this document and
the Praesepe Offer Document including,
where the context so requires, any
subsequent revision, variation,
extension, or renewal of such offer
Praesepe Offer Document the document to be circulated to Praesepe
Shareholders relating to the Praesepe
Offer
Praesepe Offer Period the period from 7 April 2011 until
such time as the Praesepe Offer becomes
or is declared unconditional or lapses
Praesepe Share Incentive Praesepe EMI Share Option Plan, Praesepe
Schemes Save As You Earn Share Option Plan 2010,
Praesepe Sub Limited Management
Participation Scheme and MMP LP
Participation Option
Praesepe Shareholders holders of Praesepe Shares
Praesepe Shares includes: (a) the existing
unconditionally allotted or
issued and fully paid ordinary
shares of GBP0.01 each in the
capital of Praesepe; and (b) any
further ordinary shares of
GBP0.01 each in the capital of
Praesepe which are
unconditionally allotted or
issued and fully paid before the
Offer closes or before such
earlier date as MMP (subject to
the Takeover Code) may determine
not being earlier than the date
on which the Praesepe Offer
becomes or is declared
unconditional as to acceptances,
but excludes any shares held as
treasury shares on such date as
MMP may determine before the
Praesepe Offer closes (which may
be a different date to the date
referred to in (b))
Praesepe Sub Limited Management the Praesepe Management incentivisation
Participation Scheme arrangement, details of which are set
out in paragraph 10 of Part II of this
document
Prospectus the prospectus to be issued by MMP
in connection with the Praesepe Offer
RIS a regulatory information service
Securities Act the United States Securities Act of
1933, as amended
Sellers has the meaning given to that term
in paragraph 10 of Part II of this
announcement
Singer Singer Capital Markets Limited
Subscription Agreement the subscription agreement entered into
between MMP and Praesepe on 3 June 2011
pursuant to which MMP has, conditional
upon the Praesepe Offer becoming or being
declared unconditional, agreed to
subscribe for Praesepe Shares and the New
Loan Notes
subsidiary and subsidiary the meaning given to these terms in
undertaking the 2006 Act
Takeover Code the City Code on Takeovers and Mergers
Third Party has the meaning given to that term
in condition (c) of Appendix 1 to this
announcement
UK Listing Authority the Financial Services Authority acting
in its capacity as the competent
authority for the purposes of Part VI of
the Financial Services and Markets Act
2000
UK or United Kingdom The United Kingdom of Great Britain
and Northern Ireland (and its dependent
territories)
United States or US the United States of America, its
territories and possessions, any state of
the United States of America and the
District of Columbia
US Person a US person as defined in Regulation
S under the Securities Act
Warrant Instrument means the instrument dated 4 January
2011 constituting the Warrants
Warrants means the warrants to subscribe for
new MMP Shares at a subscription price
of GBP1 each issued pursuant to the
Warrant Instrument
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFBSGDLRUGBGBX
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