Update on Irrevocables

 

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This undertaking will lapse on the Scheme being withdrawn or lapsing or if the 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the Scheme becoming effective, lapsing or being withdrawn, a third party makes a 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: [phone]    | 
|                                                    | 221 777              | 
+----------------------------------------------------+----------------------+ 
| Neale Graham, Joint Chief Executive                |                      | 
+----------------------------------------------------+----------------------+ 
| Barry Sharples, Joint Chief Executive              |                      | 
+----------------------------------------------------+----------------------+ 
|                                                    |                      | 
+----------------------------------------------------+----------------------+ 
| Numis Securities Limited (financial adviser,       | Tel: [phone] | 
| 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: [phone] | 
|                                                    | 3030                 | 
+----------------------------------------------------+----------------------+ 
| David Simmons                                      |                      | 
+----------------------------------------------------+----------------------+ 
|                                                    |                      | 
+----------------------------------------------------+----------------------+ 
| Broca plc                                          | Tel: [phone] | 
|                                                    | 6661                 | 
+----------------------------------------------------+----------------------+ 
| Ian Price, Chief Executive                         |                      | 
+----------------------------------------------------+----------------------+ 
|                                                    |                      | 
+----------------------------------------------------+----------------------+ 
| Grant Thornton UK LLP (financial adviser and       | Tel: [phone] | 
| nominated adviser to Broca)                        | 5100                 | 
+----------------------------------------------------+----------------------+ 
| Fiona Owen                                         |                      | 
+----------------------------------------------------+----------------------+ 
|                                                    |                      | 
+----------------------------------------------------+----------------------+ 
| Littlejohn (financial adviser to Broca)            | Tel: [phone] | 
|                                                    | 2210                 | 
+----------------------------------------------------+----------------------+ 
| Claire Palmer                                      |                      | 
+----------------------------------------------------+----------------------+ 
 
 
 
 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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