St Mark Homes Plc Offer for St Mark Contracts Ltd

 
TIDMSMAP 
 
St Mark Homes plc - Offer for St Mark Contracts Ltd 
 
This  announcement  is not for release, publication or distribution in whole or 
in part in or into the  United States, Canada, Australia, Japan or the Republic 
of Ireland. 
 
Summary 
 
The Boards of St Mark Homes PLC (SMH) and St Mark Contracts Limited (SMC) 
announce  that they have reached agreement on the terms of a recommended all 
share offer to be made by St Mark Homes PLC  for the whole of the issued 
ordinary share capital of St Mark Contracts Limited. 
 
  * The Offer will be one new SMH Share for every SMC Share held. 
 
Since the Board of SMH and SMC overlap those directors sitting on both boards 
have not participated in the Board's deliberations of the Offer. The terms have 
been considered by the independent directors of SMH, John Connolly, and SMC, 
Michael Chicken. They have concluded that the terms of the Offer are fair and 
reasonable and in the best interests of Shareholders as a whole and recommend 
that Shareholders should accept it. 
 
The Offer will be made subject to the conditions and further terms of the Offer 
set out in the Offer document and the Form of Acceptance which are available 
for download, together with a Circular for SMH shareholders, from the company 
website - www.stmarkhomes.co.uk. 
 
The Offer is also conditional on resolutions to be proposed at a SMH GM on 19 
July being duly passed. 
 
Related Party Transaction (ISDX Rule 55) 
 
The Board (and associates) have given undertakings to support the Offer at the 
SMH GM and to accept the Offer in respect of their shares in SMC representing 
in aggregate approximately 40.55 percent of the issued share capital of SMC. 
The individual interests of directors are detailed below. 
 
The interests of the directors of SMC, their immediate families and (so far as 
the directors of SMC are aware) connected persons (within the meaning of 
section 346 of the Act) in the share capital of SMC as at 16 June 2016, all of 
which are beneficial, which have been notified to SMC pursuant to sections 324 
and 328 of the Act and are required to be entered in the register referred to 
in section 325 of the Act are as follows: 
 
Director                                       Number of SMC   % of Share 
                                                      Shares      Capital 
 
Bernard Tansey                                        87,500         11.3 
 
Companies related to Bernard Tansey                  194,000           25 
 
Family of Barry Tansey                                10,000          1.3 
 
Sean Ryan                                             12,500          1.6 
 
Family of Sean Ryan                                   10,000          1.3 
 
Michael Chicken                                          NIL            - 
 
William Gair                                             NIL            - 
 
As at the close of business on 16 June 2016 (the last practicable date prior to 
publication of this announcement), the interests of the directors of SMH, their 
immediate families and (so far as the directors are aware, having made due and 
careful enquiry) connected persons (within the meaning of section 346 of the 
Act) in the share capital of SMH, all of which are beneficial unless stated 
otherwise, which have been notified to SMH pursuant to the Act and are required 
to be entered in the register referred to in the Act were as follows: 
 
Director                                       Number of SMH   % of Share 
                                             Existing Shares      Capital 
 
Bernard Tansey                                       278,750          9.4 
 
Family of Bernard Tansey                             167,285          5.6 
 
Barry Tansey                                          72,750          2.5 
 
Sean Ryan                                             72,250          2.4 
 
Family of Sean Ryan                                    6,000          0.2 
 
Family of William Gair                                11,000          0.4 
 
The SMH Directors accept responsibility for the information contained in this 
announcement.   To the best of the knowledge and belief of the SMH Directors 
(who have taken all reasonable care to ensure that such is the case), the 
information contained in this announcement is in accordance with the facts and 
does not omit anything likely to affect the import of such information. 
 
 
 
END 
 

(END) Dow Jones Newswires

June 17, 2016 10:16 ET (14:16 GMT)