Posting of response circular to shareholders

 

TIDMMAMA 
 
RNS Number : 6873E 
MAMA Group Plc 
24 December 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR 
FROM THE UNITED STATES, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO 
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
 
 
FOR IMMEDIATE RELEASE 
 
 
24 December 2009 
 
 
 
 
MAMA Group Plc 
("MAMA" or the "Company") 
 
 
Posting of response circular recommending that MAMA Shareholders 
reject the SMS Finance Offer 
 
 
MAMA has today written to its Shareholders advising them that the Board, which 
has been so advised by Panmure Gordon, considers that the SMS Finance Offer of 
4.75 pence per MAMA Share made by SMS Finance on 10 December 2009 ("SMS Finance 
Offer") undervalues the Company and its prospects and unanimously recommends 
that MAMA Shareholders reject the SMS Finance Offer by taking no action. 
 
 
Your Directors will not be accepting the SMS Finance Offer in respect of their 
own beneficial shareholdings amounting to, in aggregate 71,720,270 MAMA Shares, 
representing approximately 8.9 per cent. of the issued share capital of MAMA. 
 
 
HMV Offer 
 
 
On 23 December 2009, HMV Group plc ("HMV") announced the terms of a recommended 
cash offer of 5.4 pence per MAMA Share ("HMV Offer"). 
 
 
The Directors of MAMA (other than Chris Pennie who does not hold any MAMA 
Shares) have entered into irrevocable undertakings to accept the HMV Offer in 
respect of a total of 71,720,270 MAMA Shares beneficially owned by them, 
representing approximately 8.9 per cent. of the issued share capital of MAMA. 
Schroder Investment Management Limited and Herald Investment Trust plc have 
entered into irrevocable undertakings to accept the HMV Offer in respect of a 
total of 121,494,126 MAMA Shares beneficially owned by them, representing 
approximately 15.0 per cent. of the issued share capital of MAMA. 
 
 
The irrevocable undertakings given by Schroder Investment Management Limited and 
Herald Investment Trust plc to HMV will cease to be binding in relation to the 
HMV Offer if a competing offer is made at a price which is 5.94 pence or greater 
per MAMA Share. 
 
Further information for Shareholders is contained in the circular being posted 
today, a copy of which, together with a copy of this announcement, is available 
at the website of the Company at www.mamagroup.co.uk and available for 
inspection at the offices of Panmure Gordon, 155 Moorgate, London EC2M 6XB until 
the end of the Offer Period. 
 
  Enquiries: 
 
 

+-----------------------------------------+----------------------------------- 
=----+ 
| MAMA Group Plc                          | Telephone: [phone] 
 
| 
+-----------------------------------------+-------------------------------- 
=-------+ 
| Adam Driscoll                           | 
 
| 
+-----------------------------------------+-------------------------------- 
=-------+ 
| Dean James                              | 
 
| 
+-----------------------------------------+-------------------------------- 
=-------+ 
|                                         | 
 
| 
+-----------------------------------------+-------------------------------- 
=-------+ 
| Panmure Gordon (financial adviser and   | Telephone: [phone] 
               | 
| broker to MAMA)                         | 
 
| 
+-----------------------------------------+-------------------------------- 
=-------+ 
| Dominic Morley                          | 
 
| 
+-----------------------------------------+-------------------------------- 
=-------+ 
| Callum Stewart                          | 
 
| 
+-----------------------------------------+-------------------------------- 
=-------+ 
|                                         | 
 
| 
+-----------------------------------------+-------------------------------- 
=-------+ 
| Square1 Consulting (public relations    | Telephone: [phone] 
               | 
| adviser to MAMA)                        | 
 
| 
+-----------------------------------------+-------------------------------- 
=-------+ 
| Mark Longson                            | 
 
| 
+-----------------------------------------+-------------------------------- 
=-------+ 
 
 
 
 
The MAMA Directors accept responsibility for the information contained in this 
announcement, except that the only responsibility accepted by them in respect of 
the information contained in this announcement relating to SMS Finance and HMV, 
which has been compiled from published sources, is to ensure that such 
information has been correctly and fairly reproduced and presented. To the best 
of the knowledge and belief of the MAMA Directors (who have 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. 
 
Panmure Gordon, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for MAMA and for no one else 
in connection with the matters described in this announcement and is not 
advising any other person and accordingly will not be responsible to anyone 
other than MAMA for providing the protections afforded to clients of Panmure 
Gordon nor for providing advice in relation to the matters described in this 
announcement. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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