RNS Number : 6811I
Morson Group PLC
27 July 2012
Morson Group PLC
("Morson" or the "Group")
Result of General Meeting
Morson Group Plc (AIM: MRN) announces that all of the resolutions put to shareholders at the Company's General Meeting held earlier today were duly passed.
The General Meeting was called pursuant to the notice of general meeting posted to shareholders on the 11(th) of July 2012. The proposed date of cancellation of admission to trading of the Company's Ordinary Shares on AIM is the 8(th) of August. Further details of the resolutions are set out in the notice of general meeting which is available on the Company's website, www.morson.com.
For further information, please contact:
Morson Group plc
Ged Mason, Chief Executive Officer 0161 707 1516
Paul Gilmour, Financial Director
WH Ireland Ltd.
Adrian Hadden / Nick Field 0207 220 1666
Diane Stewart, James Strong, 0207 466 5000
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the 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 Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the 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.
You should note that, for the purposes of the above summary of Rule 8 of the Code, MMGG is not treated as a paper offeror and therefore there is no requirement to disclose interests or dealings in the shares of MMGG under Rule 8 of the Code.
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 are contained in the Offer Document. Unless otherwise determined by MMGG and permitted by applicable law and regulation, subject to certain exceptions, the Offer is not being made and will not be made, directly or indirectly, in or into, and the Offer will not be capable of acceptance from a Restricted Jurisdiction. Accordingly, unless otherwise determined by MMGG, copies of this announcement, the Offer Document, the Form of Acceptance and any other related document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may be a breach of applicable law and regulation in that jurisdiction and may make invalid any purported acceptance of the Offer by persons in any such jurisdiction. This announcement does not constitute an offer in a Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within a Restricted Jurisdiction. Accordingly this announcement is not being, and should not be, mailed, transmitted or otherwise distributed, in whole or in part, in or into or from a Restricted Jurisdiction.
Morson Shareholders (including, without limitation, nominees, trustees or custodians) must not forward this announcement to a Restricted Jurisdiction.
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