TIDMMAMA
RNS Number : 6504D
SMS Finance S.A.
07 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.
7 December 2009
CASH OFFER
by
SMS FINANCE S.A.
for
MAMA GROUP PLC
Summary
* On 11 November 2009, SMS Finance increased its stake in MAMA from approximately
26.3 per cent. to approximately 29.8 per cent. by the acquisition of 28,270,000
shares in MAMA at a price of 3.7 pence per share and approximately GBP1,045,990
in total.
* SMS Finance announces the terms of a cash offer to acquire the entire issued,
and to be issued, share capital of MAMA not already held by SMS Finance.
* SMS Finance is offering 3.7 pence in cash for each MAMA Share which is
approximately equal to the volume weighted average price for the 6 month period
and the 1 month period prior to the commencement of the Offer Period.
* The Offer values the existing issued ordinary share capital of MAMA at
approximately GBP29,891,942.
* The Offer is conditional upon, amongst other things, SMS Finance receiving
valid acceptances in respect of, or otherwise acquiring, such number of MAMA
Shares as carry more than 50 per cent. of the voting rights normally exercisable
at general meetings of MAMA (when aggregated with the MAMA Shares held by SMS
Finance) on a fully diluted basis.
* SMS Finance believes that the Offer represents a compelling opportunity for MAMA
Shareholders to realise value for their MAMA Shares in cash at a time of
continuing economic uncertainty, market volatility and low market liquidity for
MAMA Shares.
* Ownership by SMS Finance will give MAMA access to the financial and other
resources of the SMS Finance Group to pursue opportunities in Europe, North
America and Asia.
* SMS Finance believes that the current MAMA management and employees are an
important part of the successful implementation of its plans for MAMA, and
intends to build on MAMA's talented group of employees to support the continued
development and expansion of the business.
This summary should be read in conjunction with the accompanying full text of
the following announcement which sets out further details of the Offer and which
forms an integral part of this announcement. The Offer will be subject to the
Conditions and further terms set out in Appendix A of this announcement and the
conditions and further terms which will be set out in the Offer Document when
issued. Appendix B contains the sources and bases of certain information used in
this summary and in the following information. Appendix C contains definitions
of certain expressions used in this summary and the following announcement.
Enquiries:
+----------------------------------------------------+----------------------+
| Biddicks (SMS Finance public relations) | |
+----------------------------------------------------+----------------------+
| Katie Tzouliadis | Tel: 020 7448 1000 |
+----------------------------------------------------+----------------------+
| | |
+----------------------------------------------------+----------------------+
Altium Capital, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, will not be responsible to anyone for providing
the protections afforded to clients of Altium Capital. Altium Capital has not
been appointed as financial adviser to SMS Finance and is not providing advice
in relation to the Offer or any other transaction or arrangement referred to in
this document. Altium Capital's engagement in connection with the Offer is
limited solely to providing the cash confirmation in accordance with Rules
2.5(c) and 24.7 of the Takeover Code.
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.
Forward looking statements
This announcement contains statements about SMS Finance, the SMS Finance Group,
MAMA and the MAMA Group that are or may be, forward looking statements. All
statements other than statements of historical facts included in this
announcement may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words "targets", "plans",
"believes", "expects", "aims", "intends", "will", "should", "may",
"anticipates", "estimates", "synergies", "cost savings", "projects", "strategy"
or words or terms of similar substance or the negative thereof, are forward
looking statements.
These forward looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of the SMS Finance Group. These forward
looking statements involve known and unknown risks, uncertainties and other
factors which may cause them to differ from the actual results, performance or
achievements expressed or implied by such forward looking statements. These
forward looking statements are based on numerous assumptions regarding the
present and future business strategies of such persons and the environment in
which each will operate in the future. Investors are cautioned not to place
undue reliance on the forward looking statements, which speak only as of the
date they were made. All subsequent oral or written forward looking statements
attributable to SMS Finance or any of its members, directors, officers or
employees or any persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. All forward looking statements
included in this announcement are based on information available to SMS Finance
on the date hereof.
Subject to compliance with the City Code, SMS Finance does not intend, or
undertake any obligation, to update any information contained in this
announcement.
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 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.
CASH OFFER
by
SMS FINANCE S.A.
for
MAMA GROUP PLC
1. Introduction
SMS Finance Directors announce the terms of a cash offer at 3.7 pence for each
MAMA Share to acquire the entire issued and to be issued share capital of MAMA
not already held by SMS Finance.
SMS Finance believes that the Offer is attractive for the following reasons:
* the Offer represents a compelling opportunity for MAMA Shareholders to realise
value for their MAMA Shares in cash at a time of continuing economic
uncertainty, market volatility and low market liquidity for MAMA Shares; and
* SMS Finance believes that it is a strong potential owner of MAMA; ownership by
SMS Finance will give MAMA access to the financial and other resources of the
SMS Finance Group.
Demonstrating its commitment to MAMA, SMS Finance (directly and via its
subsidiaries) has been an investor in MAMA since 11 June 2008. In addition to
its direct equity commitments, Pacific Capital S.à.r.l, a wholly owned
subsidiary of SMS Finance, has provided debt finance to MAMA as follows:
* GBP2,750,000 in September 2008 by way of subscription for convertible loan notes
which were later converted into 55,000,000 MAMA Shares at MAMA's election;
* GBP1,500,000 in December 2008 by way of subscription for one non-convertible
loan note; and
* GBP1,000,000 in July 2009 by way of subscription for one non-convertible loan
note.
Pacific Capital S.à.r.l transferred its entire holding of 212,520,000 MAMA
Shares (equivalent to approximately 26.3% of the entire issued share capital of
MAMA) to SMS Finance on 15 September 2009. On 11 November 2009 SMS Finance
acquired 28,270,000 MAMA Shares for cash, representing approximately 3.5 per
cent. of MAMA's issued Share Capital, at a price of 3.70 pence per MAMA Share
and approximately GBP1,045,990 in total.
In total, SMS Finance currently holds 240,790,000 MAMA Shares representing
approximately 29.8 per cent. of the issued MAMA Shares. In addition, it holds
two non-convertible loan notes with a value of GBP2,500,000 which are due to be
redeemed on, or before, 31 December 2009.
SMS Finance attaches great importance to the skills and experience of the
existing management and employees of MAMA. SMS Finance intends that the existing
management and employees will continue to play an important part in the future
operations of the MAMA Group.
This announcement sets out, amongst other things, the terms and conditions of
the Offer and the strategic rationale for the Offer.
2. The Offer
The Offer, which will be subject to the Conditions and further terms set out
below and in Appendix A and to be set out in the Offer Document and, in the case
of MAMA Shareholders who hold their MAMA Shares in certificated form, in the
Form of Acceptance, will be made on the following terms:
for every MAMA Share 3.7 pence in cash
Fractional entitlements to cash consideration will be rounded up to the nearest
whole penny.
The value of the Offer per MAMA Share is approximately equal to the volume
weighted average price of a MAMA Share for the 6 month period and the 1 month
period prior to the commencement of the Offer Period and values the entire
existing issued ordinary share capital of MAMA at approximately GBP29,891,942.
The Offer provides MAMA Shareholders with a certain opportunity to realise their
investments in MAMA in cash at a time of continuing economic uncertainty, market
volatility and low market liquidity for MAMA Shares.
The Offer will be subject to the Conditions and the further terms set out in
Appendix A and to be set out in the Offer Document and, in the case of MAMA
Shareholders who hold their MAMA Shares in certificated form, in the Form of
Acceptance. The Conditions include, amongst other things, SMS Finance receiving
valid acceptances in respect of, or otherwise holding, such number of MAMA
Shares as carry more than 50 per cent. of the voting rights normally exercisable
at general meetings of MAMA (when aggregated with the MAMA Shares held by SMS
Finance) on a fully diluted basis.
The MAMA Shares will be acquired by SMS Finance fully paid and free from all
liens, equitable interests, charges and encumbrances and other interests
whatsoever and together with all rights now or hereafter attaching thereto,
including the right to receive in full and retain all dividends and other
distributions (if any) declared, made or paid.
3. Strategic rationale for the Offer
Based on the information presently known to it, SMS Finance intends to continue
and to enhance the existing businesses of the MAMA Group. SMS Finance intends to
support the MAMA Group's current activities and its continued presence in its
existing locations of business. SMS Finance believes it is a strong potential
owner of MAMA and that such ownership will give MAMA access to the financial and
other resources of the SMS Finance Group. By allowing access to SMS Finance's
financial and other resources, the SMS Finance Directors believe that MAMA's
long term intended strategy of acquiring further live music venues and music
festivals, and consequently of increasing MAMA's ability to build a wider set of
rights and relationships with artists, is more likely to be capable of
implementation.
4. SMS Finance's intentions for MAMA and MAMA's management and employees
SMS Finance attaches great importance to the skills and experience of the
existing management and employees of MAMA and intends that the existing
management and employees will continue to play an important part in the future
operations of the MAMA Group. SMS Finance intends to retain MAMA's talented
operational management and employees to support the continued development and
expansion of the business.
SMS Finance confirms that, if the Offer becomes or is declared unconditional in
all respects, the existing employment rights of the employees of MAMA, including
pension rights, will be fully safeguarded in accordance with all statutory and
contractual requirements.
5.Information on SMS Finance
SMS Finance is a Luxembourg based investment firm. SMS Finance has more than
EUR800 million under management and invests in private equity and venture capital
opportunities. Such investments include participation in Babelgum Limited and
Wolf Capital S.à.r.l, a wholly owned direct subsidiary of SMS Finance, and
Pacific Capital S.à.r.l, a wholly owned indirect subsidiary of SMS Finance.
SMS Finance's principal investor is Mr Silvio Scaglia, who was formerly the CEO
and largest shareholder of Fastweb, the second-largest broadband
telecommunications operator in Italy, and before that CEO of Omnitel (now
Vodafone Italy) a significant wireless telecom operator in Italy.
For the year ended 31 December 2008, SMS Finance reported loss before tax of
approximately EUR4.17 million (2007: profit before tax of approximately EUR140.58
million). The net assets of SMS Finance were approximately EUR875.96 million as at
31 December 2008 (2007: approximately EUR870.03 million).
Further historic financial information relating to the SMS Finance Group will be
contained in the Offer Document.
6. Information on MAMA
The MAMA Group is one of the largest live music venue operators in the UK. The
MAMA Group is also the second-largest festival operator in the UK and currently
operates festivals under the "Lovebox", "Godskitchen" and "Global Gathering"
brands, within the UK, Europe and Asia. In addition, the artist services
division of the MAMA Group is responsible for the direct management of over
forty musical artists and, via its stake in the Nettwerk Music Group, has an
interest in the management of a further sixty recording artists, both in the UK
and North America. The MAMA Group also provides merchandising and publishing
services to a number of its management clients and third parties.
For the year ended 31 July 2008, MAMA reported profit before tax of GBP3.51
million (2007: GBP2.14 million) on turnover of GBP33.51 million (2007: GBP12.24
million). The net assets of MAMA were GBP23.53 million as at 31 July 2008 (2007:
GBP19.04 million). The interim results for the period ended 31 January 2009 show
MAMA earned profit before tax of GBP4.95 million on turnover of GBP17.52 million
compared to profit before tax of GBP0.15 million on turnover of GBP12.72 million
in the corresponding period in 2007.
Further historic financial information relating to the MAMA Group will be
contained in the Offer Document.
7. Financing of the Offer
The cash consideration payable under the terms of the Offer will be funded using
SMS Finance's existing cash resources held in escrow on behalf of Altium
Capital.
Altium Capital is satisfied that sufficient cash resources are available to SMS
Finance to satisfy the cash consideration payable to MAMA Shareholders under the
Offer if there is full acceptance of the Offer.
8. MAMA Share Option Scheme
The Offer will extend to any MAMA Shares unconditionally allotted or issued and
fully paid whilst the Offer remains open for acceptances pursuant to the
exercise of options under any of the MAMA Share Option Schemes or as a result of
vesting pursuant to the MAMA Share Schemes.
In accordance with the provisions of the City Code, the participants in the MAMA
Share Schemes may be written to separately with appropriate proposals in due
course.
9. Conditionality of the Offer
The Offer will be subject to the Conditions and the further terms set out in
Appendix A and to be set out in the Offer Document and, in the case of MAMA
Shareholders who hold their MAMA Shares in certificated form, in the Form of
Acceptance. The Conditions include, amongst other things, SMS Finance receiving
valid acceptances in respect of, or otherwise holding, such number of MAMA
Shares as carry more than 50 per cent. of the voting rights normally exercisable
at general meetings of MAMA (when aggregated with MAMA Shares held by SMS
Finance) on a fully diluted basis. The fully diluted ordinary share capital of
MAMA comprises the aggregate of:
- all issued MAMA Shares; and
- all MAMA Shares to be issued upon the exercise of outstanding MAMA Share
Options.
10. Disclosure of interests in relevant securities of MAMA
Except for the 240,790,000 MAMA Shares held by SMS Finance as at 4 December
2009, being the latest business day prior to publication of this announcement,
neither SMS Finance, nor any of the SMS Finance Directors, nor (so far as the
SMS Finance Directors are aware) any person acting, or deemed to be acting, in
concert with SMS Finance, nor any person who is a party to an arrangement of a
kind referred to in Note 6 on Rule 8 of the City Code relating to relevant
securities with SMS Finance or any person acting, or presumed to be acting, in
concert with SMS Finance:
(i) had an interest in, or a right to subscribe for, relevant securities of
MAMA;
(ii) had any short position in, was party to any agreement to sell, or was
subject to any delivery obligation in respect of, or had the right to require
another person to purchase or take delivery of, relevant securities of MAMA;
(iii) had procured an irrevocable commitment or letter of intent to accept
the Offer in respect of relevant securities of MAMA; or
(iv) had borrowed or lent any relevant securities of MAMA (except for any
borrowed shares which have been either on-lent or sold).
11. Cancellation of admission to trading on AIM and compulsory acquisition
If SMS Finance receives acceptances of the Offer in respect of, or otherwise
acquires, 90 per cent. or more of the Shares to which the Offer relates (and,
therefore, excluding the MAMA Shares currently held by SMS Finance) and assuming
all other Conditions of the Offer have been satisfied or waived (if they are
capable of being waived), SMS Finance intends to exercise its rights pursuant to
the provisions of sections 979 to 991 (inclusive) of the 2006 Act to acquire
compulsorily the remaining MAMA Shares to which the Offer relates on the same
terms as the Offer.
If SMS Finance receives acceptances of the Offer which would result in SMS
Finance and/or any other members of the SMS Finance Group holding MAMA Shares
carrying in aggregate 75 per cent. or more of the total number of voting rights
generally exercisable at general meetings of MAMA, SMS Finance may procure that
MAMA applies for the cancellation of admission of MAMA Shares to trading on AIM.
Following such cancellation, SMS Finance intends to procure that MAMA
re-registers from a public limited company to a private limited company. Such
cancellation and re-registration will significantly reduce the liquidity and
marketability of any MAMA Shares not assented to the Offer.
12. Overseas Shareholders
The distribution of this announcement to, and the availability of the Offer to,
persons who are not resident in the United Kingdom may be affected by the laws
of their relevant jurisdiction. Such persons should inform themselves of and
observe any applicable legal or regulatory requirements of their jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the
Offer Document and the Form of Acceptance.
13. Responsibility
The SMS Finance Directors accept responsibility for all the information
contained in this announcement save that the only responsibility accepted by
them in respect of such information as it relates to the MAMA Group (which has
been compiled from public records) has been to ensure that such information has
been correctly and fairly reproduced and compiled. Subject as aforesaid, to the
best of the knowledge and belief of the SMS Finance Directors (having taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they are responsible is in accordance with the facts
and does not omit anything likely to affect the import of such information.
14. General
There are no agreements or arrangements to which SMS Finance is a party which
relate to the circumstances in which it may or may not invoke or seek to invoke
a condition to the Offer.
SMS Finance is not a party to any arrangements of the kind referred to in Note
6(b) of Rule 8 of the City Code.
Your attention is drawn to the further information contained in the Appendices
which form part of this announcement.
The summaries of further terms in relation to the Offer set out in Appendix A of
this announcement form part of, and should be read in conjunction with, this
announcement.
Appendix B of this announcement provides details of the bases of calculations
and sources of certain information included in this announcement.
Appendix C of this announcement contains definitions of certain terms used in
this announcement.
Altium Capital, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, will not be responsible to anyone for providing
the protections afforded to clients of Altium Capital. Altium Capital has not
been appointed as financial adviser to SMS Finance and is not providing advice
in relation to the Offer or any other transaction or arrangement referred to in
this document. Altium Capital's engagement in connection with the Offer is
limited solely to providing the cash confirmation in accordance with Rules
2.5(c) and 24.7 of the Takeover Code.
The Offer will be subject to the applicable requirements of the City Code. The
formal Offer Document, setting out details of the Offer, and, in the case of
MAMA Shareholders holding MAMA Shares in certificated form, the Form of
Acceptance, is expected to be dispatched to MAMA Shareholders shortly and, in
any event, within 28 days of the date of this announcement unless the Panel
otherwise consents.
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.
Forward looking statements
This announcement contains statements about SMS Finance, the SMS Finance Group,
MAMA and the MAMA Group that are or may be, forward looking statements. All
statements other than statements of historical facts included in this
announcement may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words "targets", "plans",
"believes", "expects", "aims", "intends", "will", "should", "may",
"anticipates", "estimates", "synergies", "cost savings", "projects", "strategy"
or words or terms of similar substance or the negative thereof, are forward
looking statements.
These forward looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of SMS Finance. These forward looking
statements involve known and unknown risks, uncertainties and other factors
which may cause them to differ from the actual results, performance or
achievements expressed or implied by such forward looking statements. These
forward looking statements are based on numerous assumptions regarding the
present and future business strategies of such persons and the environment in
which each will operate in the future. Investors are cautioned not to place
undue reliance on the forward looking statements, which speak only as of the
date they were made. All subsequent oral or written forward looking statements
attributable to SMS Finance or any of its members, directors, officers or
employees or any persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. All forward looking statements
included in this announcement are based on information available to SMS Finance
on the date hereof.
Subject to compliance with the City Code, SMS Finance does not intend, or
undertake any obligation, to update any information contained in this
announcement.
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.
Enquiries:
+----------------------------------------------------+----------------------+
| Biddicks (SMS Finance public relations) | |
+----------------------------------------------------+----------------------+
| Katie Tzouliadis | Tel: 020 7448 1000 |
+----------------------------------------------------+----------------------+
| | |
+----------------------------------------------------+----------------------+
Appendix A:
Conditions of the Offer
The Offer is conditional upon:
1. Acceptances
valid acceptances being received (and not, where permitted, withdrawn) by not
later than 1.00 p.m. on the First Closing Date (or such later time(s) and/or
date(s) as SMS Finance may, with the consent of the Panel or in accordance with
the Code, decide) in respect of such number of MAMA Shares to which the Offer
relates as would result in SMS Finance and/or any other members of the SMS
Finance Group holding MAMA Shares carrying in aggregate more than 50 per cent.
in nominal value of the aggregate of: (i) the total number of MAMA Shares; and
(ii) the maximum or such lesser number as SMS Finance may decide of the number
of further ordinary shares of MAMA as are, or may be required to be, allotted
and/or issued pursuant to the MAMA Share Schemes, whether or not upon the
occurrence of certain events or circumstances, provided that this condition
shall not be satisfied unless SMS Finance and/or any other members of the SMS
Finance Group shall have acquired or agreed to acquire, whether pursuant to the
Offer or otherwise, MAMA Shares carrying in aggregate more than 50 per cent. of
the voting rights then normally exercisable at general meetings of MAMA. For the
purposes of this Condition:
(A) MAMA Shares which have been unconditionally allotted but not issued
before the Offer becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of any outstanding subscription or conversion rights or
otherwise, shall be deemed to carry the voting rights they will carry on being
entered into the register of members of MAMA;
(B) the expression "MAMA Shares to which the Offer relates" shall be
construed in accordance with Part 28 of the Companies Act; and
(C) MAMA Shares that cease to be held in treasury before the Offer becomes
or is declared unconditional as to acceptances are MAMA Shares to which the
Offer relates;
2. Regulatory matters
2.1 without limitation to condition 2.2 below, insofar as the merger
provisions of the Enterprise Act 2002 may be applicable, the Office of Fair
Trading indicating, in terms satisfactory to SMS Finance, that it does not
intend to refer the proposed acquisition of MAMA by SMS Finance, or any matters
arising therefrom, to the Competition Commission, or the statutory period for
any such referral expiring without such reference having been made, or the
Office of Fair Trading accepting undertakings from SMS Finance in terms
satisfactory to SMS Finance, in lieu of referring the proposed acquisition of
MAMA by SMS Finance, or any matter arising therefrom, to the Competition
Commission;
2.2 all appropriate time periods (including any extensions of such time
periods) for any person to apply for a review of any decision taken by the
Office of Fair Trading under paragraph 2.1 above having expired or lapsed (as
appropriate) without any such application for review having been made;
3. Effects of the Offer
3.1 no government or governmental, quasi governmental, supranational,
statutory, regulatory, environmental, administrative, fiscal or investigative
body, court, trade agency, association, institution or any other body or person
whatsoever in any jurisdiction (each a "Third Party") having decided to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference, or having required any action to be taken or otherwise
having done anything or having enacted, made or proposed any statute,
regulation, decision, order or change to published practice and there not
continuing to be outstanding any statute, regulation, decision or order which
would or might:
(A) make the Offer, its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control of, MAMA by any
member of the Wider SMS Finance Group void, unenforceable and/or illegal under
the laws of any jurisdiction, or otherwise directly or indirectly restrict,
restrain, prohibit, delay or otherwise interfere with the implementation of, or
impose material additional conditions or obligations with respect to, or
otherwise challenge or require amendment of the Offer or the acquisition of any
such shares or securities by any member of the Wider SMS Finance Group;
(B) require, prevent or materially delay a divestiture by any member of
the Wider SMS Finance Group of any shares or other securities (or the
equivalent) in MAMA;
(C) require or prevent or materially delay the divestiture or materially
alter the terms envisaged for such divestiture by any member of the Wider SMS
Finance Group or by the Wider MAMA Group of all or any part of their respective
businesses, assets or property or impose any limitation on the ability of any of
them to conduct all or any portion of their respective businesses or to own all
or any portion of their respective assets or property to an extent which is
material in the context of the MAMA Group taken as a whole or the SMS Finance
Group taken as a whole (as the case may be);
(D) impose any limitation on, or result in a material delay in, the
ability of any member of the Wider SMS Finance Group to acquire or hold or to
exercise effectively, directly or indirectly, all or any rights of ownership in
respect of shares or other securities in any member of the Wider MAMA Group or
the ability of any member of the Wider SMS Finance Group directly or indirectly
to hold or exercise effectively any rights of ownership in respect of shares or
other securities (or the equivalent) in, or to exercise management control over,
any member of the Wider MAMA Group;
(E) require any member of the Wider SMS Finance Group or the Wider MAMA
Group to acquire or offer to acquire, directly or indirectly, any shares, or
other securities (or the equivalent) or interest in any member of the Wider MAMA
Group or any asset owned by any third party (other than in the implementation of
the Offer);
(F) result in any member of the Wider MAMA Group ceasing to be able to
carry on business under any name under which it presently carries on business;
(G) impose any material limitation on the ability of any member of the
Wider SMS Finance Group or any member of the Wider MAMA Group to integrate or
co-ordinate all or any part of its business with all or any part of the business
of any other member of the Wider SMS Finance Group and/or the Wider MAMA Group;
or
(H) otherwise affect the business, assets, profits or prospects of any
member of the Wider MAMA Group or any member of the Wider SMS Finance Group in a
manner which is adverse to and material in the context of the MAMA Group taken
as a whole or of the obligations of any members of the SMS Finance Group taken
as a whole in connection with the Offer,
and all applicable waiting and other time periods during which any such Third
Party could decide to take, implement, threaten or institute any such action,
proceeding, suit, investigation, enquiry or reference or take any other step
under the laws of any jurisdiction in respect of the Offer or the acquisition or
proposed acquisition of any MAMA Shares or otherwise intervene having expired,
lapsed or been terminated;
3.2 all necessary or appropriate notifications, filings or applications
having been made in respect of the Offer and all necessary waiting periods
(including any extensions thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory and regulatory obligations in any jurisdiction
having been complied with and all authorisations, orders, grants, recognitions,
confirmations, consents, clearances, licences, permissions, exemptions and
approvals necessary or appropriate or required for or in respect of the Offer
("Authorisations") (including, without limitation, its implementation and
financing (which term includes, without limitation, any borrowing of any moneys,
the entry into of any underwriting agreements, the giving of any guarantee or
security and the investment of the proceeds thereof or any other moneys by any
member of the SMS Finance Group in the MAMA Group and SMS Finance's investment
in MAMA Shares)) or the proposed acquisition of any shares or other securities
in, or control of, MAMA by any member of the Wider SMS Finance Group having been
obtained on terms and in a form satisfactory to SMS Finance from all appropriate
Third Parties or (without prejudice to the generality of the foregoing) from any
persons or bodies with whom any member of the Wider SMS Finance Group or the
Wider MAMA Group has entered into contractual arrangements and all such
Authorisations necessary or appropriate to carry on the business of any member
of the Wider MAMA Group in any jurisdiction having been obtained and all such
Authorisations remaining in full force and effect at the time at which the
Scheme becomes effective and there being no intimation or notice of any
intention to revoke, suspend, restrict, modify or not renew such Authorisation;
4. Consequences of the Offer
4.1 save as Disclosed to SMS Finance, there being no provision of any,
agreement, arrangement, licence, permit, lease or other instrument, including
any statute, regulation, decision or order to which any member of the Wider MAMA
Group is a party or by or to which any such member or any of their assets may be
(or may become) bound, entitled or be subject or any event or circumstance
which, as a consequence of the Offer or the acquisition or proposed acquisition
by any member of the Wider SMS Finance Group of any shares or other securities
in MAMA or because of a change in the control or management of any member of the
Wider MAMA Group or otherwise, could or might reasonably be expected to result
in, in each case, to an extent which is material in the context of the MAMA
Group taken as a whole or to the obligations of any member of the SMS Finance
Group in connection with the offer:
(A) any moneys borrowed by, or any other indebtedness (actual or
contingent) of, or any grant available to, any member of the Wider MAMA Group
being or becoming repayable, or capable of being declared repayable, immediately
or earlier than its or their stated repayment date or maturity date, or the
ability of any such member to borrow monies or incur any indebtedness becoming
or being withdrawn or inhibited;
(B) the rights, liabilities, obligations, business or interests of any
member of the Wider MAMA Group or any member of the Wider SMS Finance Group
under any such arrangement, agreement, licence, permit, lease or instrument or
the interests or business of any member of the Wider MAMA Group or any member of
the Wider SMS Finance Group in or with any other firm or company or body or
person (or any agreement or arrangement relating to any such business or
interests) being terminated or adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken thereunder;
(C) the interests or business of any such member in or with any other
person, firm, company or body (or any arrangements relating to such interests or
business) being terminated, modified or adversely affected;
(D) any assets or interests of, or any asset the use of which is enjoyed
by, any member of the Wider MAMA Group being or falling to be disposed of or
charged in any manner howsoever, or any right arising under which any such asset
or interest could be required to be disposed of or charged in any manner or
could cease to be available to any member of the Wider MAMA Group;
(E) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the Wider MAMA Group;
(F) the value or financial or trading position or prospects of any member
of the Wider MAMA Group being prejudiced or adversely affected;
(G) any member of the Wider MAMA Group ceasing to be able to carry on
business under any name under which it currently does so; or
(H) the creation of liability (actual or contingent) by any member of the
Wider MAMA Group;
(I) the ability of any member of the Wider MAMA Group to carry on its
business as currently carried on being adversely affected;
(J) a divestiture by any member of the Wider SMS Finance Group of any
shares or other securities (or the equivalent) in MAMA being required, prevented
or materially delayed;
(K) the imposition of any material limitation on the ability of any member
of the Wider SMS Finance Group or any member of the Wider MAMA Group to
integrate or co-ordinate all or any part of its business with all or any part of
the business of any other member of the Wider SMS Finance Group and/or the Wider
MAMA Group;
(L) any liability of any member of the Wider MAMA Group to make any
severance, termination, bonus or other payments to any of its directors or other
officers;
(M) the Offer, its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control of, MAMA by any
member of the Wider SMS Finance Group being or becoming void, illegal and/or
unenforceable under the laws of any jurisdiction, or would otherwise directly or
indirectly prohibit, or restrain, restrict, delay or otherwise interfere with
the implementation of, or impose additional material conditions or obligations
with respect to, or otherwise challenge or require amendment of the Offer or the
acquisition of any such shares or securities by any member of the Wider SMS
Finance Group;
(N) the imposition of any limitation on, or materially delay in, the
ability of any member of the Wider SMS Finance Group directly or indirectly to
acquire or hold or to exercise effectively all or any rights of ownership in
respect of shares or other securities in MAMA or on the ability of any member of
the Wider MAMA Group or any member of the Wider SMS Finance Group directly or
indirectly to hold or exercise effectively any rights of ownership in respect of
shares or other securities (or the equivalent) in, or to exercise management
control over, any member of the Wider MAMA Group;
5. Corporate action
5.1 no member of the Wider MAMA Group having since 31 July 2008, save as
Disclosed to SMS Finance:
(A) (save as between MAMA and wholly owned subsidiaries of MAMA prior to
the Announcement Date and save for options granted and for any MAMA Shares
allotted upon exercise of options granted under the MAMA Share Option Scheme)
issued or agreed to issue or authorised or proposed the issue of additional
shares of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for, or acquire,
any such shares or convertible securities;
(B) redeemed, purchased, repaid or reduced or agreed to or announced any
proposal to purchase, redeem, repay or reduce any of its own shares or other
securities or, save in respect of the matters mentioned in sub-paragraph (i)
above, made any other change to any part of its share capital; or
(C) approved, recommended, declared, paid or made or proposed to
recommend, declare, pay or make any dividend, bonus or other distribution
proposed (whether payable in cash or otherwise) other than to MAMA or any
wholly-owned subsidiary of MAMA;
(D) save for transactions between MAMA and its wholly-owned subsidiaries,
merged with (by statutory merger or otherwise) or demerged from or acquired by
any body corporate, partnership or business or acquired or disposed of, or
transferred, mortgaged or charged, or created or granted any security interest
over, any assets or any right, title or interest in any asset (including shares
and trade investments) or authorised, proposed, announced any intention or
agreed to do so (otherwise than in the ordinary course of business);
(E) save as between MAMA and its wholly-owned subsidiaries or between such
wholly-owned subsidiaries, made, authorised, proposed or announced an intention
to propose any change in its share or loan capital; or
(F) issued, authorised or proposed the issue of any debentures or (save
as between MAMA and its wholly-owned subsidiaries or between such wholly-owned
subsidiaries) incurred or, save in the ordinary course of business, increased
any borrowings or indebtedness or become subject to any liability (actual or
contingent) which is material in the context of the MAMA Group taken as a whole;
(G) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any transaction, arrangement, contract or
commitment (whether in respect of capital expenditure or otherwise) which is of
a long term, onerous or unusual nature or which is or which involves or could
involve an obligation of a nature or magnitude which is likely to be restrictive
on the business of any member of the Wider MAMA Group or on the Wider SMS
Finance Group;
(H) entered into or varied or made any offer (which remains open for
acceptance) to enter into or vary the terms of any contract with any of the
directors or senior executives of MAMA or any of the directors or senior
executives of any other member of the Wider MAMA Group;
(I) waived or compromised any claim otherwise than in the ordinary course
of business;
(J) taken or proposed any steps, corporate action or had any legal
proceedings instituted or threatened against it in relation to the suspension of
payments, a moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of any receiver,
administrator, administrative receiver, manager, trustee or similar officer of
all or any of its assets or revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person or had any such person appointed
in any jurisdiction;
(K) been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view to
rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business;
(L) made any alteration to its memorandum or articles of association or
other incorporation documents;
(M) or, the trustees of the relevant pension scheme having;
(1) made or agreed or consented to any change to the terms of the trust
deeds constituting the pension schemes established for its directors, employees
or their dependants or the benefits which accrue;
(2) made or agreed or consented to any change to the pensions which are
payable under them;
(3) made or agreed or consented to any change to the basis on which
qualification for, or accrual or entitlement to such benefits or pensions are
calculated or determined;
(4) made or agreed or consented to any change to the basis upon which the
liabilities (including pensions) of such pension schemes are funded or made or
valued;
(5) agreed or consented to any change to the trustees or trustee
directors of such pension schemes;
(6) carried out any act which may lead to the commencement of the winding
up of the scheme or which could give rise directly or indirectly to a liability
arising out of the operation of sections 38 to 56 inclusive of the Pensions Act
2004 in relation to such pension schemes;
(N) proposed, agreed to provide or modified the terms of any share option
scheme or incentive scheme, or other benefit relating to the employment or
termination of employment of any employee of the Wider MAMA Group;
(O) entered into an agreement which will result in the restriction of the
scope of the business of the MAMA Group and will have a material adverse effect
on the MAMA Group taken as a whole; or
(P) entered into any agreement, arrangement, commitment or contract or
passed any resolution or made any offer (which remains open for acceptance) with
respect to or announced an intention to, or to propose to, effect any of the
transactions, matters or events referred to in this condition;
6. Other events
6.1 since 31 July 2008, save as Disclosed to SMS Finance:
(A) there having been no adverse event, change or deterioration in the
business, assets, financial or trading position or prospects or profits of any
member of the Wider MAMA Group which is material in the MAMA Group taken as a
whole or of the obligations of any member of the SMS Finance Group in connection
with the Offer; and
(B) no contingent or other liability having arisen or become known to SMS
Finance or increased (which might be likely adversely to affect the business,
assets, financial or trading position or profits or prospects of any member of
the Wider MAMA Group to an extent which is material to the MAMA Group taken as a
whole); and
(C) no steps having been taken and no omissions having been made which are
likely to result in the withdrawal, cancellation, termination or modification of
any licence held by any member of the Wider MAMA Group, which is necessary for
the proper carrying on of its business and the withdrawal, cancellation,
termination or modification of which is material and likely adversely to affect
the MAMA Group as a whole;
(D) no material litigation, arbitration proceedings, prosecution,
investigation, enquiry, complaint, or other legal proceedings or reference to
any relevant person having been announced, instituted, threatened or remaining
outstanding by, against or in respect of, any member of the Wider MAMA Group or
to which any member of the Wider MAMA Group is or may become a party (whether as
claimant, defendant or otherwise) and no enquiry or investigation by, or
complaint or reference to, any third party against or in respect of any member
of the Wider MAMA Group having been announced, instituted or threatened by or
against, or remaining outstanding in respect of, any member of the Wider MAMA
Group;
7. Information
7.1 SMS Finance not having discovered:
(A) that any financial, business or other information concerning the Wider
MAMA Group which has been disclosed at any time, whether publicly or otherwise,
by any member of the Wider MAMA Group is misleading or contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading or that any contingent liability
disclosed in such information would or might adversely affect directly or
indirectly the business, profits or prospects of the Wider MAMA Group (and which
information was not subsequently corrected before the date of this announcement
by disclosure publicly by an announcement to a Regulatory Information Service);
or
(B) that any partnership, company or other entity in which any member of
the Wider MAMA Group has an interest and which is not a subsidiary undertaking
of MAMA is subject to any liability, contingent or otherwise, which is or might
reasonably be expected to be material in the context of the Wider MAMA Group
taken as a whole, and which is not disclosed in MAMA's annual report and
accounts for the year ended 31 July 2008; or
(C) any information which affects the import of any information disclosed
to SMS Finance at any time by or on behalf of any member of the Wider MAMA
Group;
8. Environmental
8.1 in relation to any release, emission, accumulation, discharge,
disposal or other fact or circumstance which has impaired or is likely to impair
the environment (including property) or harmed or is likely to harm human
health, no past or present member of the Wider MAMA Group (i) having committed
any violation of any applicable legislation, statutes, regulations,
authorisations, notices or other requirements of any Third Party of any
jurisdiction and/or (ii) having incurred any liability (whether actual or
contingent) to any Third Party; and/or being likely to incur any liability
(whether actual or contingent), or being required to make good, repair,
remediate, reinstate or clean up any asset or any other property or any
environment;
9. Criminal property
9.1 any asset of any member of the Wider MAMA Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition) to an extent which is material in
the context of the Wider MAMA Group taken as a whole.
For the purposes of these conditions of the Offer, "Disclosed to SMS Finance"
means disclosed to SMS Finance or its advisers prior to the Announcement Date in
any of the following manners: (i) by inclusion in the annual report and accounts
of MAMA for the financial year ended 31 July 2008, or (ii) by delivery of an
announcement by or on behalf of MAMA to a Regulatory Information Service.
Further terms and conditions of the Offer
(A) SMS Finance reserves the right to waive in whole or in part all or any
of the conditions contained in paragraphs 2 to 9 inclusive of this Appendix A.
(B) The conditions contained in paragraphs 2 to 9 inclusive of this
Appendix A must be satisfied as at, or waived (where possible) on or before, the
twenty-first day after the later of the First Closing Date and the date on which
the condition in paragraph 1 of this Appendix A is fulfilled (or, in each case
such later date as the Panel may agree).
(C) SMS Finance shall be under no obligation to waive or determine to be
or treat as fulfilled, any of conditions 2 to 9 inclusive contained in this
Appendix A by a date earlier than the date specified above for the fulfilment
thereof, notwithstanding that the other conditions of the Offer may at such
earlier date have been waived or fulfilled, and that there are at such earlier
date no circumstances indicating that any of such conditions may not be capable
of fulfilment.
(D) If SMS Finance is required by the Panel to make an offer for MAMA
Shares under the provisions of Rule 9 of the City Code, SMS Finance may make
such alterations to the terms and conditions of the Offer as are necessary to
comply with the provisions of that Rule.
(E) The Offer will comply with the applicable rules and regulations of the
UK Listing Authority and the City Code, will be governed by English law and will
be subject to the jurisdiction of the courts of England. In addition, it will be
subject to the terms and conditions as set out in the Offer Document and Form of
Acceptance.
(F) The Offer will lapse if the Offer is referred to the UK Competition
Commission before the later of 1.00 p.m. (London time) on the First Closing Date
and the date on which the Offer becomes or is declared unconditional as to
acceptances. If the Offer so lapses, it will cease to be capable of further
acceptance and persons accepting the Offer and SMS Finance will cease to be
bound by any Form of Acceptance and/or Electronic Acceptance submitted before
the time when the Offer lapses..
(H) Under Rule 13.4(a) of the Code, an offeror should not invoke any
condition or pre-condition of an offer so as to cause the offer not to proceed,
to lapse or to be withdrawn unless the circumstances which give rise to the
right to invoke the condition or pre-condition are of material significance to
the offeror in the context of the offer. The acceptance condition in paragraph 1
of this Appendix A is not subject to Rule 13.4(a).
Appendix B
Sources and Bases of Information
In this announcement, unless otherwise stated or the context otherwise requires,
the following bases and sources have been used:
(a) The 6 month volume weighted average price ("VWAP") is calculated
using the Bloomberg recorded trade data for the 6 month period to the
commencement of the Offer Period (being 4 June 2009 to 4 December 2009). The
formula for VWAP is: sum of (trade price x trade quantity) / total shares
traded. Using a total volume during the period of 59,591,562, for a total of 46
trades, the VWAP for the period is 3.7067.
(b) The 1 month volume weighted average price ("VWAP") is calculated
using the Bloomberg recorded trade data for the 6 month period to the
commencement of the Offer Period (being 4 November 2009 to 4 December 2009). The
formula for VWAP is: sum of (trade price x trade quantity) / total shares
traded. Using a total volume during the period of 58,953,809, for a total of 9
trades, the VWAP for the period is 3.6984.
(c) The value of the Offer has been calculated on the basis of
807,890,312 MAMA Shares in issue on 17 December 2008 (being the date of the most
recent Regulatory Information Service release by MAMA giving details of its
issued share capital).
(d) Unless otherwise stated, the financial information concerning SMS
Finance has been extracted from the annual report and accounts of SMS Finance
for the relevant period and the interim results of SMS Finance for the relevant
period.
(e) Unless otherwise stated, the financial information concerning MAMA
has been extracted from the annual reports and audited accounts of MAMA for the
relevant period the interim results of MAMA for the relevant period.
(f) References to a percentage of MAMA Shares are based on the number of
MAMA Shares in issue as set out at paragraph (c) of this Appendix B.
(g) The fully diluted share capital of MAMA is calculated as the
aggregate of:
(i) all issued MAMA Shares; and
(ii) all MAMA Shares to be issued upon the exercise of outstanding MAMA
Share Options.
Appendix C
Definitions
The following definitions apply throughout this announcement unless the context
otherwise requires:
+-----------------------------+---+-----------------------------------------------------------------------+
| "2006 Act" | | the Companies Act 2006; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "AIM" | | AIM, the market of that name operated by the London Stock Exchange; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Altium Capital" | | Altium Capital Limited |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Announcement" | | this announcement; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Announcement Date" | | 7 December 2009; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "business day" | | any day other than a Saturday or a Sunday when banks are generally |
| | | open in London for general banking business; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "certificated" or "in | | the description of a share or other security which is not in |
| certificated form" | | uncertificated form (that is, not held in CREST); |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Code" or "City Code" | | the City Code on Takeovers and Mergers; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Conditions" | | the conditions to the implementation of the Offer set out in Appendix |
| | | A of this announcement; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "CREST" | | a relevant system (as defined in the Regulations) in respect of which |
| | | Euroclear UK is the Operator (as defined in the Regulations); |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Euroclear UK" | | Euroclear UK & Ireland Limited; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Electronic Acceptance" | | In relation to the Offer, the inputting and settling of a TTE |
| | | instruction which constitutes or is deemed to constitute an |
| | | acceptance of the Offer on the terms to be set out in the Offer |
| | | Document and "Electronic Acceptances" shall be construed accordingly; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "First Closing Date" | | the date which is 21 days after the posting of the Offer Document; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Form of Acceptance" | | the form of acceptance and authority for use in connection with the |
| | | Offer which will accompany the Offer Document and "Forms of |
| | | Acceptance" shall be construed accordingly; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "holder" | | a registered holder and includes any person entitled by transmission; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "London Stock Exchange" | | London Stock Exchange Plc; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "MAMA" | | MAMA Group Plc; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "MAMA Group" | | MAMA and its subsidiary and associated undertakings; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "MAMA Shareholders" | | holders of the MAMA Shares; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "MAMA Share Options" | | the options granted under the MAMA Share Option Schemes; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "MAMA Share Option Schemes" | | the EMI share option scheme, the unapproved share option scheme and |
| | | the share options granted in respect of the Nettwerk Music Group; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "MAMA Shares" | | the existing unconditionally allotted or issued and fully paid |
| | | ordinary shares of 5p each in MAMA and any further such shares which |
| | | are unconditionally allotted or issued before the date on which the |
| | | Offer closes (or such earlier date, not being earlier than the date |
| | | on which the Offer becomes or is declared unconditional as to |
| | | acceptances, as SMS Finance may, subject to the Code, decide) |
| | | including any such shares unconditionally allotted or issued upon the |
| | | exercise of options granted under the MAMA Share Option Schemes; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Nettwerk Music Group" | | Nettwerk Productions (a Canadian partnership), Nettwerk Management |
| | | Company Ltd (company number BC0509915 B/N 89939 8945), Nettwerk Songs |
| | | Publishing Ltd (company number BC0634047 B/N 87672 0319), Nettwerk |
| | | Music Publishing (a Canadian partnership), Nettwerk One Music |
| | | (Canada) Ltd (company number BC 0725510 B/N 83902), Nettwerk Records |
| | | LLC (company number 3831842), Nettwerk Management Company (USA) LLC |
| | | (company number 1999 333 10021), Nettwerk Productions UK Limited |
| | | (company number 03839742), Nettwerk Management Company UK Limited |
| | | (company number 04160312), Nettwerk Songs Publishing UK Limited |
| | | (company number 04312580), Nettwerk One Music UK Limited (company |
| | | number 05269306); |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Offer" | | the offer being made by SMS Finance to acquire all of the MAMA |
| | | Shares, subject to the terms and conditions to be set out in the |
| | | Offer Document and in the Form of Acceptance including, where the |
| | | context requires, any subsequent revision, variation, extension or |
| | | renewal of such offer; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Offer Document" | | document to be posted to MAMA Shareholders and others following the |
| | | date of this announcement containing, amongst other things, the terms |
| | | and conditions of the Offer and certain information about MAMA, SMS |
| | | Finance and the SMS Finance Group; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Offer Period" | | the period from the Announcement Date until and ending on the First |
| | | Closing Date or, if later, on the date on which the Offer becomes or |
| | | is declared unconditional as to acceptances or lapses; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Overseas Shareholders" | | MAMA Shareholders (or nominees of, or custodians or trustees of MAMA |
| | | Shareholders) who are resident in, or nationals or citizens of, a |
| | | jurisdiction outside the UK; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Panel" | | the Panel on Takeovers and Mergers; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Regulations" | | the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as |
| | | amended from time to time; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Restricted Jurisdiction" | | any jurisdiction where local laws or regulations may result in a |
| | | significant risk of civil, regulatory or criminal exposure if |
| | | information concerning the Offer is sent or made available to MAMA |
| | | Shareholders in that jurisdiction; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Restricted Overseas | | an Overseas Shareholder (or nominee, custodian, trustee of MAMA |
| Shareholder" | | Shareholders) who is resident in, or national or citizen of, a |
| | | Restricted Jurisdiction; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "SMS Finance" | | SMS Finance S.A., a Société Anonyme incorporated in Luxembourg under |
| | | number B109.745; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "SMS Finance Directors" | | the board of directors of SMS Finance and the term "SMS Finance |
| | | Board" shall be construed accordingly; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "SMS Finance Group" | | SMS Finance and its subsidiary and associated undertakings; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "subsidiary", "subsidiary | | have the meanings given to them by the 2006 Act; |
| undertaking", "associate | | |
| undertaking", | | |
| "undertaking" and "holding | | |
| company" | | |
+-----------------------------+---+-----------------------------------------------------------------------+
| "TTE Instruction" | | a Transfer to Escrow instruction (as defined by the CREST manual |
| | | issued by Euroclear UK); |
+-----------------------------+---+-----------------------------------------------------------------------+
| "UK CGT" | | UK capital gains tax; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "UK" or "United Kingdom" | | the United Kingdom of Great Britain and Northern Ireland; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "uncertificated" or in | | a share or other security recorded on the relevant register as being |
| "uncertificated form" | | held in uncertificated form in CREST and title to which by virtue of |
| | | the Regulations, may be transferred by means of CREST; |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Wider SMS Finance Group" | | as the context requires, SMS Finance, its subsidiaries, subsidiary |
| | | undertakings, associated undertakings and any other undertakings in |
| | | which SMS Finance and/or such undertakings (aggregating their |
| | | interests) have a direct or indirect interest in 20 per cent or more |
| | | of the total voting rights conferred by the equity capital of an |
| | | undertaking; and |
+-----------------------------+---+-----------------------------------------------------------------------+
| "Wider MAMA Group" | | as the context requires, MAMA its subsidiaries, subsidiary |
| | | undertakings, associated undertakings and any other undertakings in |
| | | which MAMA and/or such undertakings (aggregating their interests) |
| | | have a direct or indirect interest in 20 per cent or more of the |
| | | total voting rights conferred by the equity capital of an |
| | | undertaking. |
+-----------------------------+---+-----------------------------------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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