Update on Irrevocables
09 Febbraio 2009 - 12:39PM
UK Regulatory
TIDMRGO TIDMBROC
RNS Number : 0075N
2 ergo Group plc
09 February 2009
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
9 February 2009
RECOMMENDED PROPOSAL FOR THE ALL SHARE ACQUISITION
by
2 ergo Group plc
of
Broca plc
(to be effected by means of a scheme of arrangement)
Update on irrevocables
In addition to the irrevocable undertakings set out in the announcement of the
recommended proposal for the all share acquisition by 2 ergo Group plc of Broca
plc on 5 February 2009, the following Broca shareholder has given an irrevocable
undertaking to vote in favour of the Scheme and the Resolutions at the Court
Meeting and the General Meeting:
+-------------------------+------------+------------+--------------------------+
| Name | No. of | % of | % of Broca's issued |
| | Ordinary | Broca's | share capital expected |
| | Shares | issued | to be in issue and |
| | | share | entitled to vote at the |
| | | capital | Court Meeting and |
| | | | General Meeting |
+-------------------------+------------+------------+--------------------------+
| Nigel Wray | 2,345,530 | 6.00% | 11.17% |
+-------------------------+------------+------------+--------------------------+
This undertaking will lapse on the Scheme being withdrawn or lapsing or if the
Scheme does not proceed if either: the Panel consents to 2 ergo not implementing
the Scheme; an event occurs which means that 2 ergo is no longer required by the
City Code to implement the Scheme; or 2 ergo becomes aware that any term or
condition of the Scheme as set out in the Announcement has or may become
incapable of being fulfilled or satisfied. In addition, if at any time prior to
the Scheme becoming effective, lapsing or being withdrawn, a third party makes a
materially higher competing offer to acquire the entire issued and to be issued
share capital of Broca, where material in respect of a higher competing offer
means an offer which exceeds the price per Broca Share offered under the Scheme
by more than 10%, this undertaking may be revoked by the above shareholder
serving written notice on 2 ergo.
2 ergo has therefore received irrevocable undertakings to vote in favour of the
Scheme and the Resolutions at the Court Meeting and the General Meeting from:
* each of the Broca Independent Directors in respect of their entire beneficial
holdings of 766,706 Ordinary Shares representing at the date of this
announcement approximately 1.96 per cent. of Broca's issued share capital (and
3.65 per cent. of Broca's issued share capital expected to be in issue and
entitled to vote at the Court Meeting and the General Meeting).
* institutional and other Broca Shareholders in respect of 5,265,530 Ordinary
Shares to which voting authority has been granted representing at the date of
this announcement approximately 13.47 per cent. of Broca's issued share capital
(and 25.07 per cent. of Broca's issued share capital expected to be in issue and
entitled to vote at the Court Meeting and the General Meeting).
In aggregate, therefore, 2 ergo has received irrevocable undertakings to vote in
favour of the Scheme and the Resolutions in respect of a total of 6,032,236
Ordinary Shares representing at the date of this announcement approximately
15.43 per cent. of the issued share capital of Broca (and 28.72 per cent. of
Broca's issued share capital expected to be in issue and entitled to vote at the
Court Meeting and the General Meeting).
This announcement is made pursuant to Rule 8 of the City Code.
Defined terms used in this announcement shall (unless the context otherwise
requires) have the same meanings set out in the announcement dated 5 February
2009 setting out the terms of the recommended proposal for the all share
acquisition by 2 ergo of Broca.
Enquiries:
+----------------------------------------------------+----------------------+
| 2 ergo Group plc | Tel: +44 (0) 1706 |
| | 221 777 |
+----------------------------------------------------+----------------------+
| Neale Graham, Joint Chief Executive | |
+----------------------------------------------------+----------------------+
| Barry Sharples, Joint Chief Executive | |
+----------------------------------------------------+----------------------+
| | |
+----------------------------------------------------+----------------------+
| Numis Securities Limited (financial adviser, | Tel: +44 (0) 20 7260 |
| nominated adviser and broker to 2 ergo) | 1000 |
+----------------------------------------------------+----------------------+
| Stuart Skinner (as Nominated Adviser) | |
| David Poutney (as Corporate Broker) | |
+----------------------------------------------------+----------------------+
| | |
+----------------------------------------------------+----------------------+
| RSM Bentley Jennison (financial adviser to 2 ergo) | Tel: +44 (0) 161 819 |
| | 3030 |
+----------------------------------------------------+----------------------+
| David Simmons | |
+----------------------------------------------------+----------------------+
| | |
+----------------------------------------------------+----------------------+
| Broca plc | Tel: +44 (0) 845 006 |
| | 6661 |
+----------------------------------------------------+----------------------+
| Ian Price, Chief Executive | |
+----------------------------------------------------+----------------------+
| | |
+----------------------------------------------------+----------------------+
| Grant Thornton UK LLP (financial adviser and | Tel: +44 (0) 20 7383 |
| nominated adviser to Broca) | 5100 |
+----------------------------------------------------+----------------------+
| Fiona Owen | |
+----------------------------------------------------+----------------------+
| | |
+----------------------------------------------------+----------------------+
| Littlejohn (financial adviser to Broca) | Tel: +44 (0) 20 7516 |
| | 2210 |
+----------------------------------------------------+----------------------+
| Claire Palmer | |
+----------------------------------------------------+----------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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