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RNS Number : 2845I

Praesepe PLC

10 June 2011

10 June 2011

Praesepe plc

("Praesepe" or the "Company" or the "Group")

Recommended Offer update

Praesepe announces that further to the conditional offer from Marwyn Management Partners plc ("MMP") on 3 June 2011 to acquire the whole of the issued and to be issued share capital of Praesepe plc (the "Offer") which an independent committee of the Board recommended to Praesepe Shareholders, the Offer is today declared wholly unconditional in all respects.

MMP has received valid acceptances in respect of the Offer of a total of 263,202,258 Praesepe Shares representing approximately 53.6% of Praesepe's issued ordinary share capital. The Offer will remain open for Praesepe Shareholder acceptances until 24 June 2011.

As a result of the Offer becoming wholly unconditional, and as previously announced, MMP will invest GBP3.0 million into Praesepe through the subscription for 20,265,814 ordinary shares at a price of GBP0.075 per share and GBP1,480,063.95 in unsecured loan notes to provide the Company with the capital required to meet its bank debt repayment due on 17 June 2011, and to provide additional working capital for the business.

Following the Offer becoming or being declared unconditional in all respects and subject to MMP receiving acceptances of 75% or more of the share capital, MMP intends to procure that Praesepe applies for the cancellation of trading in Praesepe Shares on AIM.

- Ends -

For more information please contact:

 
 Enquiries: 
------------------------------------------------------------------ 
 Liberum Capital Limited (Nomad and Broker)   Tel: +44 (0) 20 3100 
  Chris Bowman                                 2222 
  Richard Bootle 
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 Brunswick                                    Tel: +44 (0)20 7404 
  Chris Blundell                               5959 
  Claire Boszko 
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Dealing Disclosure Requirements under the Takeover Code

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.

This information is provided by RNS

The company news service from the London Stock Exchange

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