TIDMMRN
RNS Number : 5537E
Morson Group PLC
31 May 2012
Morson Group plc
("Morson" or the "Company")
Directors Dealings re: Re-organisation of Shareholdings
On the 25(th) of May 2012 an offer ("Offer") for the entire
issued share capital of the Company by MMGG Acquisition PLC
("MMGG") was announced. The Offer is for a cash consideration, with
a loan note alternative.
The chairman and executive directors of MMGG and Morson, namely
Gerrard Godfrey Mason (Chairman), Gerard Anthony Mason (Group Chief
Executive), Paul John Gilmour (Group Finance Director) and Kevin
Patrick Gorton (Group Managing Director), have irrevocably
undertaken to accept the loan note alternative in respect of all
their interests in shares in Morson.
Within the disclosable directors' interests certain shares were
not beneficially owned by or registered in the name of the
directors' personally which impacts their ability to accept the
loan note alternative. These positions were resolved by the
following transfers made on 31 May 2012:
1. a transfer by way of gift for nil consideration of 150,000
shares from Suzanne Gilmour to Paul Gilmour (her husband);
2. a transfer by way of gift for nil consideration of 90,600
shares from Debra Gorton Pownall to Kevin Gorton (her husband);
3. a transfer, by way of a distribution, of 921,875 shares from
the trustees of the GAM Discretionary Settlement (who are Gerrard
Godfrey Mason, Kevin Philbin and Geoffrey Dallimore) to a
beneficiary of the settlement, namely Gerrard Godfrey Mason;
4. a transfer at nil consideration from a bare nominee to the
beneficial owner of those shares of 921,875 shares from the
trustees of the GAM Discretionary Settlement (who are Gerrard
Godfrey Mason, Kevin Philbin and Geoffrey Dallimore) to Gerard
Anthony Mason. These shares should never have been in the names of
the trustees, who have at all times held them as bare nominee, for
the said Gerard Anthony Mason and reflected in his interests
accordingly.
All of these shares were shown in the respective directors'
interests in the announcement of the offer made on 25 May 2012 as
follows:
Name Number of Morson Shares Percentage holding
G G Mason(1) 9,984,215 22.02
G A Mason(2) 10,906,090 24.05
P J Gilmour 630,000 1.39
K P Gorton 611,200 1.35
Notes:
1. Of these Morson Shares included in G G Mason's holding,
921,875 were held by the trustees of a discretionary trust of which
G G Mason is a trustee.
2. Of these Morson Shares included in G A Mason's holding,
921,875 were held by the trustees of a discretionary trust of which
G G Mason is a trustee. These shares were included in G A Mason's
holding by reason of the inclusion of G A Mason's children as
beneficiaries. G A Mason had no beneficial interest in these
shares.
Following the transfers described above the interests of the
Directors are as follows:
Name Number of Morson Percentage holding
Shares
G G Mason 9,984,215 22.02
G A Mason 9,984,215 22.02
P J Gilmour 630,000 1.39
K P Gorton 611,200 1.35
The reduction in GA Mason's interest is a reflection of the
distribution from the GAM Settlement where his infant children are
potential beneficiaries, but otherwise he has no interest.
In addition the accounts issued to shareholders for the year
ended 31 December 2011 had the following as a note in the
remuneration report:
"During the year ended 31 December 2009, P J Gilmour and K P
Gorton each acquired from the Company's employee benefit trust a
joint interest in 250,000 ordinary shares which are held jointly
with the trustees of the Company's employee benefit trust. The
terms of the joint ownership provide that P J Gilmour and K P
Gorton will forfeit their interest in all the shares if the
adjusted EPS of the Group for the year ending 31 December 2011 does
not exceed the adjusted EPS of the Group for the year ending 31
December 2008 by more than 5%; that they will lose their interest
in a number of the shares (on a sliding scale between 100% and 0%)
if the adjusted EPS of the Group for the year ending 31 December
2011 exceeds the adjusted EPS of the Group for the year ending 31
December 2008 within the range of 5% and 15%; and that they will
retain their interest in all the shares if the adjusted EPS of the
Group for the year ending 31 December 2011 exceeds the adjusted EPS
of the Group for the year ending 31 December 2008 by 15% or more.
They hold no voting rights over these ordinary shares unless and
until the outcome of these performance conditions are known. Their
interest in any shares retained is limited to their value in excess
of 151 pence per share. Subsequent to the year end the Remuneration
Committee have assessed the terms of the joint ownership criteria
and have concluded that these have not been met. Therefore P J
Gilmour and Dr K P Gorton forfeit their interest in the shares and
ownership reverts entirely to the employee benefit trust."
The transfers of the shares mentioned in that note (which are
currently registered with Appleby Trust (Jersey) Limited as the
first registered shareholder) to remove P J Gilmour and Dr K P
Gorton from the register as joint owners in respect of these shares
have today been executed and delivered. Given that the beneficial
interests in these shares in favour of P J Gilmour and Dr K P
Gorton had ceased prior to the announcement of the Offer and that
they were not first named on the register these shares were not
reflected in their director's interests and therefore today's
transfers will not alter their director's interests.
For further information please contact:
Morson Group plc 0161 707 1516
Ged Mason, Chief Executive Officer
Paul Gilmour, Group Financial Director
WH Ireland Ltd. 0207 220 1666
Adrian Hadden, Nick Field
Buchanan 0207 466 5000
Diane Stewart, James Strong, Carrie Clement
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Morson confirms that,
as of the date of the announcement, it has in issue 45,343,750
ordinary shares of one pence each. The International Securities
Identification Number ("ISIN") number of the ordinary shares is
GB00B0R7WP21.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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