SOR Supporta

 

TIDMMER TIDMSOR 
 
RNS Number : 6798F 
Mears Group PLC 
18 January 2010 
 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR 
IN PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD 
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
18 January 2010 
Embargoed for release at 7.00 a.m. 
 
 
Recommended Offer by Mears Group PLC ("Mears") for the entire issued and to be 
issued ordinary share capital of Supporta plc ("Supporta") 
Offer unconditional as to acceptances 
 
 
On 18 December 2009, Mears announced a recommended offer for the entire issued 
and to be issued share capital of Supporta. On 13 January 2010, Mears announced 
it had received valid acceptances in respect of a total of 50,076,086 Supporta 
Shares, representing approximately 57.92 per cent. of the issued share capital 
of Supporta. As at 4.30 p.m. (London time) on 15 January 2010, valid acceptances 
had been received in respect of 50,139,967 Supporta Shares, representing 
approximately 57.99 per cent. of the issued share capital of Supporta. 
 
 
Mears is pleased to announce that its offer for Supporta has become 
unconditional as to acceptances following the reduction of the acceptance 
condition by Mears as set out in paragraph (a) of Part A of Part V of the Offer 
Document from 90 per cent. to 50 per cent. of the Supporta Shares to which the 
Offer relates. 
 
 
Prior to making the Offer, Mears obtained irrevocable undertakings to accept, or 
procure the acceptance of, the Offer from certain Supporta Shareholders in 
respect of 30,128,122 Supporta Shares, representing in aggregate approximately 
34.85 per cent. of the issued share capital of Supporta. In respect of the 
Supporta Shares which are the subject of irrevocable undertakings, Mears had at 
4.30 p.m. (London time) on 15 January 2010 received valid acceptances of 
Supporta Shares subject of these irrevocables in respect of 30,128,122 Supporta 
Shares, representing 34.85 per cent. of the issued share capital of Supporta. 
 
 
Mears announces that as a result of the Offer being declared unconditional as to 
acceptances today, its Offer, which, save as disclosed in this announcement, 
remains subject to the terms and the conditions set out or referred to in the 
Offer Document posted to Supporta Shareholders on 22 December 2009, is extended 
to, and will remain open for acceptance until, 2.00 p.m. on 9 February 2010 (the 
"Revised Second Closing Date"). 
 
 
Procedure for acceptance of the Offer 
 
To accept the Offer in respect of certificated Supporta Shares, the Form of 
Acceptance should be completed, signed and returned to Neville Registrars at 
Neville House, 18 Laurel Lane, Halesowen, West Midlands, BD63 3DA, as soon as 
possible, but in any event so as to arrive not later than 2.00 p.m. (London 
time) on the Second Closing Date. Acceptances in respect of uncertificated 
Supporta Shares should be made electronically through CREST so that the TTE 
instruction settles not later than 2.00 p.m. on the Second Closing Date. 
 
 
The procedure for acceptance (including the additional requirements for those 
Supporta Shareholders who hold their Supporta Shares in uncertificated form) is 
set out in paragraph 14 of Part II of the Offer Document and, in respect of 
holders of Supporta Shares in certificated form, in the Form of Acceptance. 
If you have any questions on the completion of the Form of Acceptance, please 
telephone Neville Registrars on 0121 585 1131 from within the UK or on + 44 121 
585 1131 if calling from outside the UK. This helpline is available from 9.00 
a.m. to 5.00 p.m. (London time) Monday to Friday (except UK public holidays). 
For legal reasons, the helpline will not be able to provide advice on the merits 
of the Offer or to provide financial advice. 
 
 
Further Information 
Copies of the Offer Document, Equivalent Document and the Form of Acceptance are 
available (during normal business hours) from Neville Registrars, Neville House, 
18 Laurel Lane, Halesowen, West Midlands, BD63 3DA. 
A copy of all announcements made by Mears and documents sent by Mears, including 
the Offer Document, Equivalent Document and this announcement, are available at: 
http://www.mearsgroup.co.uk 
Save as disclosed above, neither Mears nor any person acting in concert with 
Mears for the purposes of the Offer is interested in or has any rights to 
subscribe for any Supporta Shares nor does any such person have any short 
position or any arrangement in relation to Supporta Shares. For these purposes 
"arrangement" includes any agreement to sell or any dealing obligation or right 
to require another person to purchase or take delivery of, and borrowing or 
lending of, Supporta Shares. An "arrangement" also includes any indemnity or 
option arrangement, any agreement or understanding, formal or informal, of 
whatever nature, relating to Supporta Shares which may be an inducement to deal 
or refrain from dealing in such securities. "Interest" includes any long 
economic exposure, whether conditional or absolute, to changes in the prices or 
securities and a person is treated as having an "interest" by virtue of the 
ownership or control of securities, or by virtue of any option in respect of, or 
derivative referenced to securities. 
 
 
The expressions used in this announcement, unless the context otherwise 
requires, bear the same meaning as in the Offer Document dated 22 December 
2009. 
 
 
Enquiries: 
 
 
Mears Group PLC 
Bob Holt, ChairmanTel: +44(0)7778 798 816 
Andrew Smith, Finance Director    Tel: +44(0)7712 866 461 
 
 
Investec 
Keith Anderson Tel: +44(0)20 7597 5970 
Daniel Adams 
 
 
Collins StewartTel: +44(0)20 7523 8350 
Mark Dickenson 
Ileana Antypas 
 
 
Threadneedle CommunicationsTel: +44(0)20 7936 9666 
Trevor Bass 
Alex White 
 
 
Hansard GroupTel: +44(0)7872 061007 
John Bick 
 
 
 
 
Investec Bank Plc, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority is acting exclusively for Mears and no one else 
in connection with the Offer and will not be responsible to anyone other than 
Mears for providing the protections afforded to clients of Investec Bank Plc or 
for providing advice in connection with the Offer. 
 
Collins Stewart Europe Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority is acting exclusively for Mears and 
no one else in connection with the Offer and will not be responsible to anyone 
other than Mears for providing the protections afforded to clients of Collins 
Stewart Europe Limited or for providing advice in connection with the Offer. 
 
 
This announcement does not constitute an offer to sell or the solicitation of an 
offer to subscribe for or buy any security, nor is it a solicitation of any vote 
or approval in any jurisdiction, nor shall there be any sale, issuance or 
transfer of the securities referred to in this announcement in any jurisdiction 
in contravention of applicable law. 
 
 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be restricted by law and therefore persons in 
such jurisdictions into which this announcement is released, published or 
distributed should inform themselves about, and observe, such restrictions. 
Failure to comply with the restrictions may constitute a violation of securities 
laws of any such jurisdiction. 
 
Unless otherwise determined by Mears and permitted by applicable law and 
regulation, the Offer is not being, and will not be, made, directly or 
indirectly, in, into or from, or by use of the mails of, or by any means or 
instrumentality (including, without limitation, facsimile transmission, telex, 
telephone or email) of interstate or foreign commerce of, or by any facility of 
a national securities exchange of, nor will it be made in, into or from the 
United States, Canada, Australia, the Republic of South Africa, New Zealand, the 
Republic of Ireland or Japan or any other jurisdiction if to do so would 
constitute a violation of the relevant laws of such jurisdiction and the Offer 
will not be capable of acceptance by any such use, means, instrumentality or 
facilities. Accordingly, copies of this announcement, the Offer Document, the 
Form of Acceptance and any other documents relating to the Offer are not being, 
and must not be, directly or indirectly, mailed, transmitted or otherwise 
forwarded, distributed or sent, in whole or in part, in, into or from the United 
States, Canada, Australia, the Republic of South Africa, New Zealand, the 
Republic of Ireland or Japan or any other jurisdiction if to do so would 
constitute a violation of the relevant laws of such jurisdiction and persons 
receiving such documents (including custodians, nominees and trustees) must not 
directly or indirectly mail, transmit or otherwise forward, distribute or send 
them in, into or from any such jurisdiction as to do so may invalidate any 
purported acceptance of the Offer. 
 
 
Rule 19.11 disclosure 
In accordance with Rule 19.11 of the Code, a copy of this Announcement will be 
published on the Mears website: www.mearsgroup.co.uk. 
 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OUPEANFXFELEEFF 
 

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