Offer Update
11 November 2003 - 8:00AM
UK Regulatory
Embargoed for immediate release at 7.00 a.m. on 11 November 2003
11 November 2003
Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Australia or Japan.
Recommended Offer
by Close Brothers Corporate Finance Limited
on behalf of
Microgen plc
for M.M.T. Computing Public Limited Company
Offer update
On 7 November 2003, Microgen plc ("Microgen") released an announcement
declaring that the Offer made by Close Brothers Corporate Finance Limited on
behalf of Microgen for M.M.T. Computing Public Limited Company (M.M.T.) was
wholly unconditional in all respects.
The Board of Microgen announces today that the facility for the Mix and Match
Election has now been closed with effect from 3.00 p.m. on 10 November 2003.
Those M.M.T. Shareholders who elected to receive additional cash via the Mix
and Match Election will receive 62.0 pence in cash and 1.877 New Microgen
Shares for each M.M.T. Share in respect of which an election for additional
cash was made. Elections to receive additional New Microgen Shares will be
satisfied in full.
By 3:00pm on 10 November 2003, valid acceptances of the Offer had been received
in respect of a total of 10,845,208 M.M.T. Shares, representing approximately
89.1 per cent. of the existing issued ordinary share capital of M.M.T..
As at 3.00 p.m. on 10 November 2003, acceptances in relation to 2,421,883
M.M.T. Shares, representing approximately 19.9 per cent. of the existing issued
ordinary share capital of M.M.T., had been received electing for the basic
terms of the Offer, acceptances in relation to 2,715,559 M.M.T. Shares,
representing approximately 22.3 per cent. of the existing issued ordinary share
capital of M.M.T., had been received electing for additional shares under the
Mix and Match Election and acceptances in relation to 5,707,766 M.M.T. Shares,
representing approximately 46.9 per cent. of the existing issued ordinary share
capital of M.M.T., had been received electing for additional cash under the Mix
and Match Election. Included in the above numbers are valid acceptances which
have been received in respect of all of the shares subject to the irrevocable
undertakings as disclosed in the Offer Document posted on 13 October 2003.
The Offer will remain open until further notice and M.M.T. Shareholders who
have not yet accepted the Offer, and wish to do so, should despatch their Forms
of Acceptance as soon as possible.
Neither Microgen nor any person deemed to be acting in concert with Microgen
for the purpose of the Offer owned or controlled any M.M.T. Shares, or any
rights over such M.M.T. Shares immediately prior to 10 October 2003, being the
commencement of the Offer Period. Neither Microgen, nor any of the Microgen
Directors, nor, so far as Microgen is aware, has any person deemed to be acting
in concert with Microgen for the purpose of the Offer acquired or agreed to
acquire any M.M.T. Shares (or rights over M.M.T. Shares) since the commencement
of the Offer Period.
Settlement in respect of valid acceptances received not later than 3.00 p.m. on
6 November 2003 will be made in accordance with the terms of the Offer on or
before 20 November 2003. In respect of valid acceptances received later than
3.00 p.m. on 6 November 2003, while the Offer remains open for acceptances,
settlement in respect of these further acceptances which are complete in all
respects will be made within 14 days of the date of receipt of their valid
acceptance.
The Board of Microgen confirms its intention set out in the Offer Document to
exercise its rights by issuing notices under the provisions of sections 428 to
430F of the Act to acquire compulsorily, as soon as it is able to do so, any
remaining M.M.T. Shares upon valid acceptances being received in respect of
more than nine-tenths in value of M.M.T. Shares to which the Offer relates.
Microgen will also procure that M.M.T. will apply for cancellation of the
listing of M.M.T. Shares on the Official List of the UK Listing Authority and
for the cancellation of trading in M.M.T. Shares on the London Stock Exchange's
market for listed securities at such time as is specified in the Offer
Document.
The expressions in this announcement, unless the context otherwise requires,
bear the same meaning as in the Offer Document dated 13 October 2003.
Enquiries:
Microgen Tel: +44 (0)1753 847 122
Mike Phillips (Group Finance Director)
Close Brothers Corporate Finance Limited Tel: +44 (0)20 7655 3100
Simon Willis
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of their relevant jurisdiction. Persons who are not
resident in the UK should obtain their own advice and observe any applicable
legal and regulatory requirements. The Offer is not being made, directly or
indirectly, in or into, or by use of the mails, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facility of a
national securities exchange of, the United States, Canada, Australia or Japan,
and the Offer is not capable of acceptance by any such use, means,
instrumentality or facility or from within the United States, Canada, Australia
or Japan. Accordingly, copies of this announcement are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded, distributed or sent
in, into or from the United States, Canada, Australia or Japan and persons
receiving this announcement (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in, into or from the
United States, Canada, Australia or Japan. Doing so may render invalid any
purported acceptance of the Offer.
Close Brothers, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Microgen and no one else in
connection with the Offer and will not be responsible to any person other than
Microgen for providing the protections afforded to its customers or for
providing advice in relation to the Offer.
END