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Morse PLC (MOR)

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Monday 26 April, 2010

Morse PLC

Recommended cash acqn of Mors

RNS Number : 7586K
Morse PLC
26 April 2010
 



 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO

 

 

FOR IMMEDIATE RELEASE

 

26 April 2010

 

PART I

 

RECOMMENDED CASH ACQUISITION

 

OF

 

MORSE PLC ("MORSE")

 

BY

 

2e2 LIMITED ("2e2")

 

 

The Boards of Morse and 2e2 are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Morse by 2e2 (the "Acquisition").

 

SUMMARY AND HIGHLIGHTS

 

*

The Acquisition is unanimously recommended to Morse Shareholders by the Morse Directors.

 

 

*

The terms of the Acquisition value each Morse Share at 51 pence and the entire existing issued and to be issued share capital of Morse (on a fully diluted basis but after excluding Morse Share Options with an exercise price of 51 pence per share or more) at approximately GBP69.8 million in aggregate.

 

 

*

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between Morse and Morse Shareholders under Part 26 of the Companies Act 2006.  The implementation of the Scheme will be subject to the Conditions set out in Appendix I to this announcement and further terms to be set out in the Scheme Document.

 

 

*

The price of 51 pence in cash for each Scheme Share represents a premium of:

 

 

 

-

60.4 per cent. to the average Closing Price of approximately 31.80 pence per Morse Share for the 12 months prior to the commencement of the Offer Period;

 

 

 

 

-

31.6 per cent. to the average Closing Price of approximately 38.74 pence per Morse Share for the one month prior to the commencement of the Offer Period;

 

 

 

 

-

28.1 per cent. to the average Closing Price of approximately 39.81 pence per Morse Share for the six months prior to the commencement of the Offer Period; and

 

 

 

 

-

23.6 per cent. to the Closing Price of 41.25 pence per Morse Share on 22 April 2010, being the last Business Day prior to the commencement of the Offer Period.

 

 

 

*

2e2 has received irrevocable undertakings and letters of intent to: (i) vote (or procure the vote) in favour of the Acquisition at the Court Meeting; and (ii) vote in favour of the resolution required to implement the Acquisition to be proposed at the General Meeting, in respect of 70,268,156 Morse Shares in aggregate representing approximately 54.1 per cent. of Morse's existing issued share capital.

 

 

*

The Acquisition has a compelling rationale for 2e2.

 

 

 

2e2 views the Acquisition as an important strategic opportunity to create an experienced UK and European IT services provider with greater capabilities that will benefit from larger scale, greater market visibility and increased attractiveness to the Enlarged Group's enterprise, corporate and public sector customer base.

 

 

 

The Enlarged Group will provide both sets of customers with a broader range of complementary services and solutions including managed services, hosting, unified communications, data management, security, business application solutions and "cloud computing".  The Acquisition will allow 2e2 to increase its scale and to accelerate its plans to offer a range of architectural solutions to its customers that aim to change business outcomes and offer reduced cost of operations. The Enlarged Group will also enjoy enhanced capabilities and relationships with the key technology suppliers within the industry.

 

 

 

The combined sales(1) and EBITDA(1) of 2e2 and Morse for the year ended 31 December 2009 were GBP414m and GBP40m (excluding any synergies) respectively.  2e2 expects significant benefits from cost synergies and cross-selling opportunities within the enlarged customer base and enhanced positioning within its chosen industry sectors.

 

 

*

2e2 is a private limited company incorporated in England and Wales. Founded in 2002, 2e2 provides innovative technology services and solutions that create business advantage for its customers in the UK, Channel Islands and The Netherlands and has established itself as a highly respected provider of IT services.  It is majority owned by Duke Street Funds.

 

 

*

The Acquisition is being financed by a subscription for new ordinary shares in 2e2 Holdings Limited and new loan notes in 2e2 Investments Limited by Hutton Collins Capital Partners II and Hutton Collins Capital Partners III.  2e2 Holdings Limited and 2e2 Investments Limited are part of the 2e2 Group.

 

 

*

Upon the Scheme becoming effective, it will be binding on all Morse Shareholders, irrespective of whether they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour).

 

 

*

The Scheme Document (setting out the full details of the Acquisition, an indicative timetable and the procedure to be followed to approve the Scheme) and the Forms of Proxy will be posted to Morse Shareholders and, for information only, to participants in the Morse Share Incentive Schemes, as soon as practicable and in any event within 28 days of this announcement unless otherwise agreed with the Panel.  Assuming satisfaction or waiver of all Conditions, it is currently expected that the Scheme will become effective on 24 June 2010.

 

 

(1)

2e2 sales and EBITDA (earnings before interest, tax, depreciation and amortisation) for the year ended 31 December 2009 in respect of continuing operations only and before exceptional items; Morse sales and Adjusted EBITDA on a twelve month trailing basis to 31 December 2009 in respect of continuing operations only, as reported in Morse's unaudited interim results for the six months ended 31 December 2009.

 

 

*

MORSE BOARD'S RECOMMENDATION

 

 

 

The Morse Board, which has been so advised by Investec, considers the terms of the Acquisition to be fair and reasonable.  In providing its advice to the Morse Board, Investec has taken into account the commercial assessments of the Morse Board.

 

 

 

Accordingly, the Morse Board will unanimously recommend that Morse Shareholders vote in favour of the resolutions to be proposed at the Meetings as they have irrevocably undertaken to do or procure to be done in respect of their entire beneficial shareholdings comprising, in aggregate, 3,744,372 Morse Shares representing approximately 2.9 per cent. of Morse's existing issued share capital.

 

 



 

Commenting on the Acquisition, Eric Priestley, Non-Executive Chairman of 2e2 said:

 

"This acquisition represents a further significant step in 2e2's operational and strategic progress.

 

"There is an excellent fit between the two companies and the acquisition consolidates 2e2's position as one of the UK's leading vendor-independent IT services providers.  We are confident that this transaction will deliver good shareholder value."

 

Commenting on the Acquisition, Kevin Loosemore, Non-Executive Chairman of Morse said:

 

"Over the last 15 months, we have seen a significant recovery in Morse's operational performance and strengthening of its balance sheet which has been reflected by an increase in Morse's market capitalisation.  Whilst continuing to focus on completing the recovery in operational performance, the Board had started to explore strategic options that would significantly increase the scale of Morse's operations in order to deliver further increases in shareholder value over the medium term.

 

"During consideration of these strategic options, 2e2 approached Morse and entered into discussions with the Board of Morse which ultimately has led to the proposed acquisition by 2e2.  This is an attractive offer for Morse shareholders as it recognises the continued prospects for growth in the profitability of Morse whilst enabling Morse shareholders to realise their investment in full.  In addition, Morse shareholders are being given the opportunity to realise value from their investment in cash immediately at an attractive and significant premium to the current share price."

 

This summary should be read in conjunction with the full text of the attached announcement and the Appendices.  In particular, the Scheme will be subject to the Conditions set out in Appendix I and to the further terms set out in the Scheme Document.

 

In accordance with Rule 19.11 of the Code, a copy of this announcement will be published on the following websites: www.2e2.com and www.morse.com

 

Lazard is acting exclusively as financial adviser to 2e2.  Investec is acting exclusively as financial adviser to Morse.

 

ENQUIRIES

 

2e2

 

 

 

2e2 Limited

+44 (0)1635 568 000

Terry Burt, Chief Executive

 

Simon Burt, Group Finance Director

 

Nick Grossman, Business Development Director

 

 

 

Duke Street

+44 (0)20 7663 8500

John Harper

 

 

 

Lazard, Financial Adviser to 2e2

+44 (0) 20 7187 2000

Cyrus Kapadia

 

Richard Shaw

 

Ho-Yan Man

 

 

 

Éclat, PR Adviser to 2e2

+44 (0) 1276 486 000

Peter Shackleton

[email protected]

Melanie Johnson

 

Nikki Woolf

 

 

 

MORSE

 

 

 

Morse plc

+44 (0)20 8380 8000

Mike Phillips, Chief Executive Officer

 

Guy Millward, Group Finance Director

 

 

 

Investec, Financial Adviser and Broker to Morse

+44 (0)20 7597 4000

Andrew Pinder

 

Patrick Robb

 

Dominic Emery

 

 

 

Financial Dynamics, PR Adviser to Morse

+44 (0)20 7831 3113

Charles Palmer

 

Haya Herbert-Burns

 

Nicola Biles

 

 

Appendix I sets out the Conditions to the implementation of the Scheme.  The sources and bases of certain information contained in this announcement are set out in Appendix II.  Appendix III contains certain details relating to the irrevocable undertakings and letters of intent received by 2e2 to vote in favour of the resolutions to be proposed at the Meetings.  Certain terms used in this announcement are defined in Appendix IV to this announcement. 

 

This announcement is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase or subscribe for any securities, or any solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.  The Acquisition will be effected solely through the Scheme Document, which will contain the full details, terms and conditions of the Acquisition, including the details of how to vote in respect of the Scheme.  Any response to the Acquisition should be made only on the basis of information referred to in the Scheme Document and the Forms of Proxy which Morse intends to despatch shortly to Morse Shareholders and, for information only, to persons with information rights and to holders of options /awards under the Morse Share Incentive Schemes.

 

Lazard, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for 2e2 and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than 2e2 for providing the protections afforded to clients of Lazard nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

 

Investec, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Morse and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than Morse for providing the protections afforded to clients of Investec nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

 

Unless otherwise determined by 2e2 or required by applicable law and regulation, the Acquisition will not be made available directly or indirectly, in, into or from, or by use of the mails of, or by any means (including, without limitation, telephonically or electronically) or interstate or foreign commerce of, or any facilities of a national securities exchange of any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of the Scheme Document or any other documents published in connection with the Acquisition are not being, and must not be, mailed, transmitted or otherwise forwarded, distributed, or sent in whole or in part, in or into or from any such 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.

 

The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the parties involved in the proposed Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

 

Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Scheme Document and/or any other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action.

 

This announcement has been prepared for the purpose of complying with English law, the rules and regulations of the Financial Services Authority, the London Stock Exchange and the Code, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

 

FORWARD-LOOKING STATEMENTS

 

This announcement, including information included or incorporated by reference in this announcement, may contain "forward-looking statements" concerning 2e2 and Morse. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. 2e2 and Morse assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.

 

DEALING DISCLOSURE REQUIREMENTS

 

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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.

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO

 

 

FOR IMMEDIATE RELEASE

 

26 April 2010

 

PART II

 

RECOMMENDED CASH ACQUISITION

 

OF

 

MORSE PLC ("MORSE")

 

BY

 

2e2 LIMITED ("2e2")

 

1.

INTRODUCTION

 

The Boards of Morse and 2e2 are pleased to announce they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Morse by 2e2.  It is intended that the Acquisition be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

 

2.

THE ACQUISITION

 

Under the terms of the Scheme, which will be subject to the Conditions and further terms set out in Appendix I of this announcement and to the further terms and conditions to be set out in the Scheme Document, Scheme Shareholders will receive:

 

for each Scheme Share

51 pence in cash

 

The terms of the Acquisition value the entire issued and to be issued share capital of Morse  (on a fully diluted basis but after excluding Morse Share Options with an exercise price of 51 pence per share or more) at approximately GBP69.8 million in aggregate.  The price of 51 pence in cash for each Scheme Share represents a premium of:

 

-

60.4 per cent. to the average Closing Price of approximately 31.80 pence per Morse Share for the 12 months prior to the commencement of the Offer Period;

 

 

-

31.6 per cent. to the average Closing Price of approximately 38.74 pence per Morse Share for the one month prior to the commencement of the Offer Period;

 

 

-

28.1 per cent. to the average Closing Price of approximately 39.81 pence per Morse Share for the six months prior to the commencement of the Offer Period; and

 

 

-

23.6 per cent. to the Closing Price of 41.25 pence per Morse Share on 22 April 2010, being the last Business Day prior to the commencement of the Offer Period.

 

3.

RECOMMENDATION

 

The Morse Board, which has been so advised by Investec, considers the terms of the Acquisition to be fair and reasonable. In providing its advice to the Morse Board, Investec has taken into account the commercial assessments of the Morse Board.

 

Accordingly, the Morse Board will unanimously recommend that Morse Shareholders vote in favour of the resolutions to be proposed at the Meetings as they have irrevocably undertaken to do, or procure to be done, in respect of their entire beneficial shareholdings comprising, in aggregate 3,744,372 Morse Shares representing approximately 2.9 per cent. of Morse's existing issued share capital.

 

4.

BACKGROUND TO, AND REASONS FOR, THE ACQUISITION

 

2e2 views the Acquisition as an important strategic opportunity to create an experienced UK and European IT services provider with greater capabilities that will benefit from larger scale, greater market visibility and increased attractiveness to the Enlarged Group's enterprise, corporate and public-sector customer base.

 

The Acquisition will allow 2e2 to increase its scale and to accelerate its plans to offer a range of architectural solutions to its customers that aim to change business outcomes and offer reduced cost of operations. The Enlarged Group will also enjoy enhanced capabilities and relationships with the key technology suppliers within the industry. The combined sales(1) of 2e2 and Morse for the year ended 31 December 2009 were GBP414 million, and the combined EBITDA of 2e2 and Morse for the same period was GBP40 million (excluding any synergies).  2e2 expects significant benefits from cost synergies and cross-selling opportunities within the enlarged customer base and enhanced positioning within its chosen sectors.

 

The combined sales(2) of 2e2 and the UK operations only of Morse for the year ended 31 December 2009 were GBP346 million comprising annuity revenues of GBP111 million (32 per cent. of the sales of 2e2 and the UK sales of Morse), professional services revenues of GBP102 million (29 per cent. of the sales of 2e2  and the UK sales of Morse) and hardware / software revenues of GBP134 million (39 per cent. of the sales of 2e2 and the UK sales of Morse).  Combined EBITDA(2) of 2e2 and the UK operations only of Morse for the same period was GBP38 million (excluding any synergies).  This implies an EBITDA margin of 11.0 per cent. which is expected to improve over time with the implementation of synergies.

 

The principal benefits of the Acquisition are:

 

*

The Enlarged Group will be one of the UK's leading vendor-independent IT service providers with over 1,000 consultants.

 

 

*

The addition of Morse's skills will provide valuable new skills in SAP consultancy and greater scale and capabilities in data management and flexible resourcing to 2e2.  These capabilities will be offered to the combined customer base creating a superior service offering to the Enlarged Group's customers.

 

 

*

The Enlarged Group will provide both sets of customers with a broader range of complementary services and solutions including managed services, hosting, unified communications, data management, security, business application solutions and "cloud computing". The Enlarged Group will have the ability to deliver these services on customer premises, in the "cloud" or as a hybrid solution.

 

 

*

The Enlarged Group will benefit from a substantial pool of technology skills and accreditation levels, with advanced capabilities with HP, Cisco, Microsoft, Oracle, Sun and SAP, amongst others.

 

 

*

The Enlarged Group will be a services-rich organisation with approximately 56 per cent. of revenues arising from professional and managed services activities (based on the combined sales (1) of 2e2 and Morse for the year ended 31 December 2009).

 

 

*

The Enlarged Group will benefit from a significantly enhanced blue-chip customer base with limited overlap between customers resulting in significant opportunities to cross-sell solutions and services. Customers of the Enlarged Group include: John Lewis, British Airports Authority, Talk Talk, British Airways, ITV, 25 of the 33 London boroughs, Shell and Tesco. The Enlarged Group will have a particular focus on financial services, TMT and public sectors, including defence, government agencies, police forces and health sectors. In 2009, the top 10 customers of the Enlarged Group accounted for approximately 23 per cent. of revenue, with the largest customer accounting for approximately 7 per cent.

 

 

*

In addition to the expected strategic benefits of the Acquisition referred to above, there is potential to generate cost savings.

 

 

*

The Enlarged Group will be in a stronger position to engage in further consolidation of the market.

 

(1) 2e2 sales and EBITDA (earnings before interest, tax, depreciation and amortisation) for the year ended 31 December 2009 in respect of continuing operations only and before exceptional items; Morse sales and Adjusted EBITDA on a twelve month trailing basis to 31 December 2009 in respect of continuing operations only, as reported in Morse's unaudited interim results for the six months ended 31 December 2009.

 

(2) 2e2 sales and EBITDA (earnings before interest, tax, depreciation and amortisation) for the year ended 31 December 2009 in respect of continuing operations only and before exceptional items; Morse sales and Adjusted EBITDA from operations in the UK on a twelve month trailing basis to 31 December 2009 in respect of continuing operations only.

 

5.

BACKGROUND TO AND REASONS FOR RECOMMENDING THE ACQUISITION

 

In February 2010, the Morse Board was approached by 2e2 regarding the potential acquisition of Morse. Whilst the Morse Board believes that Morse's prospects as an independent company remain strong, it also recognises the benefits of increased scale achievable by combining Morse with 2e2. The Morse Directors believe that Morse will benefit significantly from being part of 2e2 and will provide customers with immediate access to a wider range of services to enhance Morse's competitive position.

 

Detailed discussions regarding the terms of a potential acquisition by 2e2 have resulted in the proposed recommended acquisition of Morse by 2e2 at a price of 51 pence per Scheme Share.

 

The Morse Board has evaluated the Proposals on behalf of Morse Shareholders as a whole. The Morse Board believes that the Acquisition will give the Enlarged Group significantly more ability to grow and transition its business both organically and through appropriate follow-on acquisitions than would be possible if Morse remained as an independent company.

 

The Morse Board had been considering a number of strategic options to continue to deliver improved value to shareholders as an independent company. Taking into account these strategic options, the Morse Board believes the Proposals represent an attractive opportunity for Morse Shareholders as it recognises the continued prospects for growth in the profitability of Morse whilst enabling them to realise their investment in full.  In addition, the Morse Shareholders are being given the opportunity to realise value from their investment in cash immediately at an attractive and significant premium to the current share price.

 

The consideration offered under the Acquisition represents a premium of 60.4 per cent. to the average Closing Price of approximately 31.80 pence per Morse Share for the 12 months prior to the commencement of the Offer Period and a premium of 23.6 per cent. to the Closing Price of 41.25 pence per Morse Share on 22 April 2010 (being the last Business Day prior to the commencement of the Offer Period).

 

6.

IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

 

2e2 has received irrevocable undertakings and letters of intent to: (i) vote (or procure the vote) in favour of the Acquisition at the Court Meeting; and (ii) vote in favour of the resolutions required to implement the Acquisition to be proposed at the General Meeting; from the persons referred to below in respect of a total of 70,268,156 Morse Shares in aggregate representing approximately 54.1 per cent. of the existing issued share capital of Morse.

 

The Morse Directors have entered into irrevocable undertakings with 2e2 pursuant to which they have irrevocably undertaken to vote (or procure the vote) in favour of the resolutions to be proposed at the Meetings (or, in the event that the Acquisition is implemented by way of a takeover offer, to accept or procure acceptance of such offer) in respect of their entire beneficial shareholdings in the share capital of Morse, amounting in aggregate to 3,744,372 Morse Shares, representing approximately 2.9 per cent. of the existing issued share capital of Morse. These undertakings do not lapse in the event a third party announces an intention to acquire Morse.

 

2e2 has also received irrevocable undertakings to vote (or procure the vote) in favour of the resolutions to be proposed at the Meetings (or, in the event that the Acquisition is implemented by way of a takeover offer, to accept, or procure acceptance, of such offer) from Gartmore Investment Limited in respect of 37,015,412 Morse Shares, UBS Global Asset Management (UK) Limited in respect of 11,644,357 Morse Shares and GAM International Management Limited in respect of 4,076,901 Morse Shares,  representing in aggregate, 52,736,670 Morse Shares, and approximately 40.6 per cent. of the existing issued share capital of Morse. These irrevocable undertakings will cease to be binding if a higher offer above a certain amount is made by a third party.

 

In addition, 2e2 has received non-binding letters of intent to vote (or procure the vote) in favour of the resolutions to be proposed at the Meetings (or, in the event that the Acquisition is implemented by way of a takeover offer, to accept or procure the acceptance of such offer) from Aberforth Partners LLP in respect of 11,062,618 Morse Shares and from Artemis Investment Management Limited in respect of 2,724,496 Morse Shares, representing approximately 8.5 per cent and 2.1 per cent. of the existing issued share capital of Morse respectively.

 

Further details of these irrevocable undertakings and letters of intent, including the circumstances in which they cease to be binding, are set out in Appendix III to this announcement.

 

7.

FINANCING OF THE ACQUISITION

 

The cash consideration payable under the Acquisition will be funded by way of new capital provided by Hutton Collins Capital Partners II and Hutton Collins Capital Partners III .

 

The funding will be in the form of a subscription for new ordinary shares in 2e2 Holdings Limited and new loan notes in 2e2 Investments Limited for an aggregate issue price of GBP85 million.  2e2 Holdings Limited and 2e2 Investments Limited are part of the 2e2 Group.

 

Lazard, as financial adviser to 2e2, is satisfied that sufficient resources are available to 2e2 to satisfy in full the cash consideration payable to Morse Shareholders under the terms of the Acquisition.

 

8.

INFORMATION RELATING TO THE MORSE GROUP

 

Morse is an IT services and technology company which operates through four independent businesses units:

 

*

Infrastructure Services & Technology - UK;

*

Infrastructure Services & Technology - Spain;

*

Infrastructure Services & Technology - Ireland; and

*

Business Applications Services.

 

INFRASTRUCTURE SERVICES & TECHNOLOGY:

 

These business units are focused on enterprise customers, providing a range of multi-platform skills, services and technologies in and around the data centre in a flexible manner.

 

For the year ended 30 June 2009, Morse Infrastructure Services & Technology for the UK reported sales of GBP114.2 million (representing 53.9 per cent. of total sales from continuing operations) and Adjusted EBIT of GBP7.2 million implying a margin of 6.3 per cent.

 

For the year ended 30 June 2009, Morse Infrastructure Services & Technology for Spain and Ireland reported sales of GBP57.4 million (representing 27.1 per cent. of total sales from continuing operations) and Adjusted EBIT of GBP0.2 million implying a margin of 0.3 per cent.

 

BUSINESS APPLICATION SERVICES ("BAS")

 

This business unit is focused on design, integration and support of SAP through Diagonal, Microsoft portal technology platforms integrated with Morse's proprietary eDRM product ('Wisdom') and Change Management expertise through Xayce.

 

For the year ended 30 June 2009, BAS reported sales of GBP40.3 million (representing 19.0 per cent. of total sales from continuing operations) and Adjusted EBIT of GBP2.4 million implying a margin of 6.0 per cent.

 

These four business units have been in place following a strategic review which was undertaken by the Morse Board in 2008. A fifth business unit, Investment Management Consultancy, was also in place at that time but has since been successfully divested through a number of transactions.

 

During the financial year ended 30 June 2009, Morse announced a number of new board appointments and a cost reduction programme. During that period the Morse Group also successfully refocused its business units on clear client propositions and customer and vendor engagement and consequently improved profitability, cash generation and its net cash position.

 

For the year ended 30 June 2009 and in respect of continuing operations only, Morse had revenues of GBP211.9 million, Adjusted EBIT of GBP4.2 million, Adjusted EBITDA of GBP7.6 million and a loss from continuing operations before tax of GBP0.4 million.  As at 30 June 2009, net assets were GBP40.2 million and net cash was GBP12.0 million.

 

By 31 December 2009, on a trailing twelve months basis and in respect of continuing operations only, Morse had generated revenues of GBP212.0 million, Adjusted EBIT of GBP6.8 million, Adjusted EBITDA of GBP9.9 million and a profit before tax of GBP6.9 million. As at 31 December 2009 net assets were GBP44.0 million and net cash was GBP13.6 million.

 

9.

CURRENT TRADING OF MORSE

 

The following update on trading was announced separately this morning:

 

"As anticipated at the time of the interim results the Group has seen an improvement in Adjusted EBIT performance for the third quarter ended 31 March 2010.

 

The Group's net cash position at 31 March 2010 was GBP10.5 million (31 March 2009: GBP0.8 million) consisting of cash balances of GBP11.7 million (2009: GBP2.9 million) less customer specific financing of GBP1.2 million (2009: GBP2.1 million).  During the three months ended 31 March 2010, the average weekly bank balance was GBP13.6 million (2009: GBP6.1 million) and in the nine months ended 31 March 2010 the average weekly bank balance was GBP12.4 million (2009: GBP3.9 million).

 

Infrastructure Services & Technology - UK

 

Infrastructure services has had a strong performance in the three months to 31 March 2010 when compared to the same period last year.  Technology has experienced a tougher three months with a number of customer purchasing decisions being delayed.  The South Tyneside and Gateshead Building Schools for the Future project continues to be delivered on time and in line with the contract.

 

Infrastructure Services & Technology - Spain and Ireland

 

Our Spanish and Irish businesses continue to trade in line with management expectations against the backdrop of tough economic conditions.

 

Business Application Services

 

Following the greater than anticipated revenue reduction in the first half of the financial year, revenues in the three months ended 31 March 2010 were marginally ahead of management's revised expectations and the division delivered a small Adjusted EBIT in the period compared to the small loss that had been anticipated.

 

The challenge for the business unit remains growing its revenues profitably and good progress has been made in the quarter to achieve this aim.

 

Outlook

 

The results in the first nine months of the year demonstrate the continued recovery of the business.  The Directors are encouraged by these results and the current outlook for the final quarter of the year, and believe that the Group is well positioned to continue to progress the business."

 

10.

INFORMATION RELATING TO 2e2

 

2e2 was founded in 2002 by Terry Burt and Mark McVeigh and has established itself as a highly respected provider of IT services.  2e2 provides innovative technology services and solutions that create business advantage for its customers in the UK, Channel Islands and The Netherlands.

 

2e2 provides a wide variety of high quality and value-added IT solutions to medium to large sized blue-chip corporate and public sector customers, using technology sourced from leading sector partners, for whom 2e2 is an important and accredited route to market.  2e2 employs approximately 1,250 people and operates in 14 locations throughout the UK, Channel Islands and The Netherlands, with its headquarters in Newbury, UK.

 

2e2 offers a broad range of IT services providing customised solutions ranging from managed services to unified communications to data management and protection with a focus on delivering efficiencies and tangible returns on investment to clients. The offering can be project-based, specific to one area or increasingly via contracted managed services where the offering encompasses all IT services required by the client and provides 2e2 with significant levels of recurring revenue (approximately 44 per cent.).  2e2 is a service-rich company with services accounting for approximately 66 per cent. of revenues, with the balance generated from products which are typically complex in nature and are only being offered as part of a wider solution or service offering.

 

2e2 has consistently been at the forefront of new technology, being one of the first companies to deploy industry-defining technologies such as IP Telephony and TelePresence.

 

In September 2006, 2e2 Group Limited was acquired by the Duke Street Funds.  2e2 Holdings Limited and 2e2 Investments Limited, a wholly-owned direct subsidiary of 2e2 Holdings Limited, are companies formed at the direction of the Duke Street Funds and certain members of the management of 2e2 on 8 September 2006 in order to acquire the entire issued share capital of 2e2 Group Limited. 2e2 is a wholly owned subsidiary of 2e2 Group Limited.

 

Since its acquisition by the Duke Street Funds, the 2e2 Group has enhanced its offering by acquiring Compel Group plc on 28 March 2007 and Netstore Plc on 3 October 2008.

 

The operations of 2e2 are organised on the basis of the following four business units:

 

*

Managed Services: 2e2's managed services solutions provide a comprehensive range of infrastructure and application-based services, delivered from 2e2's managed services centre and three data centres including tier-three capabilities which incorporate a "cloud" delivery capability.

 

 

*

Unified Communications: 2e2 builds and manages IP communication networks (voice, video and messaging systems).  Its solutions include secure networks, IP communications and collaboration.

 

 

*

Software & Consulting: 2e2 has one of the most successful UK onshore teams of specialists focused on delivering Microsoft and Oracle solutions and is one of the fastest growing Microsoft business applications partners in the UK.

 

 

*

Data Management: 2e2 is one of the leading vendor-independent UK providers of IT infrastructure with a focus on storage solutions and server provision.  Its solutions include enterprise computing, data management, workplace solutions and virtualisation.

 

For the year ended 31 December 2009, 2e2 reported revenues of GBP202 million and EBITDA of GBP30 million.

 

Further information on 2e2 can be found at www.2e2.com.

 

11.

2e2'S PLANS FOR MORSE

 

The Directors of 2e2 believe Morse provides a complementary range of services to those provided by 2e2 with little overlap.  Together they will form an enlarged solutions and services portfolio which 2e2 believes will offer a compelling proposition and create further sales opportunities with both existing and new customers. 2e2 proposes to combine the business operations of Morse and 2e2 to form an enhanced customer offering.  2e2 intends to work with Morse's existing management to develop and integrate the Morse business.

 

12.

DIRECTORS, MANAGEMENT, EMPLOYEES OF MORSE

 

2e2 recognises the significant achievements of the operational management team and employees of Morse in developing the Morse business, and attaches great importance to their skills and experience.  They will be integral to the success of the Acquisition and 2e2 believes that they will benefit from greater opportunities within the combined organisation.  2e2 has given the Morse Board assurances that, following completion of the Acquisition, the existing employment terms of both management and employees of Morse will be fully safeguarded. The Morse Board welcomes these assurances.

 

Given the complementary nature of the businesses of 2e2 and Morse, no substantial changes to Morse's business are currently envisaged to result from the Acquisition in the short term.  There will, however, in due course, be a rationalisation of some of the Enlarged Group's activities, which is expected to result in a limited amount of reorganisation.

 

In due course, 2e2's evaluation of the business needs and operational efficiencies of the Enlarged Group will include a review of the proximity of 2e2's and Morse's existing offices and a determination of the best available location for the Enlarged Group's business operations.  Any subsequent redundancy programme which may be necessary will be subject to all applicable consultation obligations under relevant laws.

 

Each of the Morse Directors have agreed to step down as directors upon the Scheme becoming effective.  Mike Phillips has agreed to step down as an employee within a month from the Scheme becoming effective.  Guy Millward has agreed to stay on as an employee to assist in the integration of the business until 28 February 2011.  Details of the arrangements entered into with the Morse Directors will be contained in the Scheme Document.

 

13.

DISCLOSURE OF INTERESTS IN MORSE

 

2e2 has no disclosures that are required to be made under Rule 8.1(a) of the Code.

 

Save for the irrevocable undertakings described above, neither 2e2 nor any person acting in concert with 2e2 has any arrangement in relation to Morse Shares, or any securities convertible or exchangeable into Morse Shares or options (including traded options) in respect of, or derivatives referenced to, Morse Shares ("relevant securities").  For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which is, or may be, an inducement to deal or refrain from dealing in such securities.

 

14.

MORSE SHARE SCHEMES

 

Participants in the Morse Share Incentive Schemes will be contacted regarding the effect of the Acquisition on these schemes and appropriate proposals will be made to all participants.

 

15.

STRUCTURE OF THE ACQUISITION

 

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between Morse and the Scheme Shareholders under Part 26 of the Companies Act 2006.  This procedure involves, inter alia, an application by Morse to the Court to sanction the Scheme and to confirm the Capital Reduction. 

 

The purpose of the Scheme is to provide for 2e2 to become the owner of the whole of the issued and to be issued share capital of Morse. This is to be achieved by the cancellation of the Scheme Shares pursuant to the Capital Reduction and the application of the reserve arising from such cancellation in paying up in full a number of new Morse Shares (which is equal to the number of Scheme Shares cancelled) and issuing the same to 2e2 and/or its nominees, in consideration for which Scheme Shareholders on the register of members of Morse at the Reduction Record Time will receive cash consideration on the basis set out in paragraph 2 of this announcement.

 

The implementation of the Scheme will be subject to the Conditions and certain further terms referred to in Appendix I to this announcement and to be set out in the Scheme Document.  In particular, to become effective, the Scheme must be approved by a majority in number of the Scheme Shareholders representing not less than 75 per cent. in value of the Scheme Shares which are voted by the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment thereof).

 

Implementation of the Scheme will also require the passing of a special resolution at the General Meeting, which will be held immediately after the Court Meeting.  The special resolution will contain matters required to implement the Scheme including:

 

*

the cancellation of any existing Morse Shares by way of the Capital Reduction and the approval of the issue of new Morse Shares to 2e2 in accordance with the Scheme; and

 

 

*

the amendment of the Morse Articles to provide that any Morse Shares issued prior to the Reduction Record Time will be subject to the Scheme or, if issued following the Scheme becoming effective, will be automatically transferred to 2e2 for the same cash consideration as payable under the Scheme.

 

This special resolution requires the approval of Morse Shareholders representing at least 75 per cent. of the votes cast at the General Meeting.

 

Forms of Proxy in respect of the Court Meeting and the General Meeting will be despatched to Morse Shareholders with the Scheme Document.

 

Following the Meetings, the Scheme must be sanctioned, and the Capital Reduction confirmed, by the Court, and will become effective in accordance with its terms as soon as:

 

*

office copies of the Scheme Court Order;

 

 

*

office copies of the Reduction Court Order; and

 

 

*

the Statement of Capital,

 

are delivered to the Registrar of Companies for registration and, in the case of the Reduction Court Order and Statement of Capital, are registered by the Registrar of Companies.

 

It is currently envisaged that the sanction of the Scheme and confirmation of the Capital Reduction will be sought at separate Court hearings to enable participants in the Morse Share Incentive Schemes (where appropriate) to exercise their options and/or awards and benefit from the Scheme.  Further details will be set out in the Scheme Document.

 

Upon the Scheme becoming effective, it will be binding on all Morse Shareholders, irrespective of whether they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour).  If the Scheme does not become effective on or before 31 July 2010, it will lapse and the Acquisition will not proceed (unless Morse and 2e2 agree an extension to that date and, if required, the Panel consents).

 

The Scheme Document containing further details of the Acquisition (including the expected timetable for the implementation of the Scheme and notices of the Court Meeting and the General Meeting) together with the Forms of Proxy, will be posted to Morse Shareholders, and to persons with information rights and, for information only, to participants in the Morse Share Incentive Schemes, as soon as reasonably practicable and in any event within 28 days of this announcement, unless otherwise agreed with the Panel.  It is expected that the Court Meeting and the General Meeting will be held on or about 27 May 2010.  Subject to approval of the Scheme Shareholders and the satisfaction or waiver of the other Conditions, it is expected that the Scheme will become effective on or around 24 June 2010.

 

16.

IMPLEMENTATION AGREEMENT

 

2e2 and Morse have entered into the Implementation Agreement which contains certain assurances for the benefit of 2e2 in relation to the implementation of the Scheme and the conduct of business prior to the earliest of the Effective Date or the termination of the Implementation Agreement.  Further information regarding this agreement will be set out in the Scheme Document.

 

17.

INDUCEMENT FEE AGREEMENT

 

Morse and 2e2 have entered into the Inducement Fee Agreement which contains, inter alia, the following principal provisions:

 

1.

in consideration of 2e2 agreeing to commit time, expense and personnel to the implementation of the Acquisition, Morse has agreed to pay 2e2 an amount equal to approximately 1 per cent. of the value of the Acquisition at 51 pence per Morse Share on a fully diluted basis but after excluding any Morse Shares which are under option at an exercise price of more than 51 pence per share (exclusive of any VAT which is applicable and fully recoverable by Morse) if:

 

 

 

a.

the unanimous recommendation of the Morse Directors is either withdrawn or modified in a manner which, in the reasonable opinion of Lazard, is adverse to the likelihood of the Acquisition becoming unconditional in all respects (if it is made by way of takeover offer) or becoming effective (if it is made by way of the Scheme) and the Acquisition (or any revision thereof) subsequently lapses or is withdrawn.  For the avoidance of doubt, the recommendation of the Morse Directors will be deemed to have been withdrawn if a competing proposal is recommended; or

 

 


 

b.

a competing proposal is announced pursuant to Rule 2.5 of the Code by a third party, or such third party announces its intention to make a competing offer pursuant to Rule 2.4 of the Code, in either case at a consideration per Morse Share greater than the price per share offered under the Acquisition, and such competing proposal (or any other competing proposal which is announced pursuant to Rule 2.5 of the Code prior to the lapse or withdrawal of the first such competing proposal) subsequently becomes or is declared unconditional in all respects or is otherwise completed by 21 January 2011; and

 

2.

 

until the Acquisition has lapsed or been withdrawn, Morse agrees that it will not and procures that no member of the Morse Group shall directly or indirectly solicit interest from any person in relation to a competing proposal.

 

A "competing proposal" for these purposes means an offer, tender offer, scheme of arrangement, recapitalisation or other transaction in each case howsoever to be effected, for or in respect of more then 30 per cent. of the Morse Shares or the whole or a majority of Morse's business or assets, which is made by a party which is not an associate (as defined by the Code) of 2e2 Holdings Limited or acting in concert (as defined in the Code) with 2e2 Holdings Limited.

 

Pursuant to Rule 21.2 of the Code, Investec and Morse have confirmed to the Panel that they consider the terms of the inducement fee to be in the best interests of Morse Shareholders.

 

18.

OVERSEAS SHAREHOLDERS

 

The availability of the Acquisition or the distribution of this announcement to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. 

 

This announcement is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase or subscribe for any securities or any solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. Morse Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been dispatched.

 

19.

DELISTING AND REREGISTRATION

 

The last day of dealings in, and for registration of transfers of, Morse Shares is expected to be the day of the Scheme Court Hearing and at the opening of business on the following day the trading of Morse Shares on the main market of the London Stock Exchange for listed securities will be temporarily suspended. No transfers of Morse Shares will be registered after this date, other than the registration of Morse Shares released, transferred or issued under the Morse Share Incentive Schemes after the Scheme Court Hearing and prior to the Reduction Record Time and the issue of new Morse Shares to 2e2 in accordance with the Scheme.

 

Prior to the Scheme becoming effective, Morse will apply to the London Stock Exchange for the cancellation of trading in Morse Shares on its main market for listed securities and to the Financial Services Authority for the cancellation of the listing of the Morse Shares from the Official List, in each case with effect from the Effective Date.

 

It is proposed, as part of the application to Court in connection with the Scheme, to seek an order of the Court (pursuant to section 651 of the Companies Act 2006) to reregister Morse as a private limited company. That order would also specify the alterations to the Morse Articles to be made in connection with that reregistration.

 

On the Effective Date, share certificates in respect of the Morse Shares will cease to be valid and entitlements to Morse Shares held within the CREST system will be cancelled.

 

20.

GENERAL

 

If 2e2 elects, with the consent of the Panel, to implement the Acquisition by way of a takeover offer, any such takeover offer will be subject to such acceptance condition as may be specified by 2e2 (with the consent of the Panel) and will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and in compliance with applicable laws and regulations.

 

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable, and will specify the necessary action to be taken by the Scheme Shareholders.

 

The sources and bases of information set out in this announcement are contained in Appendix II.  Details of the irrevocable undertakings and letters of intent received in respect of the Acquisition and the interests of 2e2 concert parties in Morse Shares are set out in Appendix III.  The definitions of certain expressions used in this announcement are contained in Appendix IV.

 

In accordance with Rule 19.11 of the Code, a copy of this announcement will be published on the following websites: www.2e2.com and www.morse.com.

 

ENQUIRIES

 

2e2

 

 

 

2e2 Limited

+44 (0)1635 568 000

Terry Burt, Chief Executive

 

Simon Burt, Group Finance Director

 

Nick Grossman, Business Development Director

 

 

 

Duke Street

+44 (0)20 7663 8500

John Harper

 

 

 

Lazard, Financial Adviser to 2e2

+44 (0) 20 7187 2000

Cyrus Kapadia

 

Richard Shaw

 

Ho-Yan Man

 

 

 

Éclat, PR Adviser to 2e2

+44 (0) 1276 486 000

Peter Shackleton

[email protected]

Melanie Johnson

 

Nikki Woolf

 

 

 

MORSE

 

 

 

Morse plc

+44 (0)20 8380 8000

Mike Phillips, Chief Executive Officer

 

Guy Millward, Group Finance Director

 

 

 

Investec, Financial Adviser and Broker to Morse

+44 (0)20 7597 4000

Andrew Pinder

 

Patrick Robb

 

Dominic Emery

 

 

 

Financial Dynamics, PR Adviser to Morse

+44 (0)20 7831 3113

Charles Palmer

 

Haya Herbert-Burns

 

Nicola Biles

 

 

Appendix I sets out the Conditions to the implementation of the Scheme.  The sources and bases of certain information contained in this announcement are set out in Appendix II.  Appendix III contains certain details relating to the irrevocable undertakings and letters of intent received by 2e2 to vote in favour of the resolutions to be proposed at the Meetings and details of the interests of 2e2 concert parties in Morse Shares.  Certain terms used in this announcement are defined in Appendix IV to this announcement. 

 

This announcement is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase or subscribe for any securities, or any solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.  The Acquisition will be effected solely through the Scheme Document, which will contain the full details, terms and conditions of the Acquisition, including the details of how to vote in respect of the Scheme.  Any response to the Acquisition should be made only on the basis of information referred to in the Scheme Document and the Forms of Proxy which Morse intends to despatch shortly to  Morse Shareholders and, for information only, to persons with information rights and to holders of options /awards under the Morse Share Schemes.

 

Lazard, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for 2e2 and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than 2e2 for providing the protections afforded to clients of Lazard nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

 

Investec, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Morse and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than Morse for providing the protections afforded to clients of Investec nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

 

Unless otherwise determined by 2e2 or required by applicable law and regulation, the Acquisition will not be made available directly or indirectly, in, into or from, or by use of the mails of, or by any means (including, without limitation, telephonically or electronically) or interstate or foreign commerce of, or any facilities of a national securities exchange of any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.  Accordingly, copies of the Scheme Document or any other documents published in connection with the Acquisition are not being, and must not be, mailed, transmitted or otherwise forwarded, distributed, or sent in whole or in part, in or into or from any such 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.

 

The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the parties involved in the proposed Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

 

Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Scheme Document and/or any other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action.

 

This announcement has been prepared for the purpose of complying with English law, the rules and regulations of the Financial Services Authority, the London Stock Exchange and the Code, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

 

FORWARD LOOKING STATEMENTS

 

This announcement, including information included or incorporated by reference in this announcement, may contain "forward-looking statements" concerning 2e2 and Morse. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. 2e2 and Morse assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.

 

DEALING DISCLOSURE REQUIREMENTS

 

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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.

 

 

 

APPENDIX I

 

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION

 

1.

The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective by no later than 31 July 2010 (or such later date (if any) as 2e2 and Morse may, with the consent of the Panel, agree and (if required) the Court may allow).

 

 

2.

The Scheme will be subject to the following Conditions:

 


 

(a)

its approval by a majority in number representing 75 per cent. or more in nominal value of the Scheme Shareholders (or the relevant class or classes thereof) on the register of members of Morse at the Voting Record Time and who are present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of that Court Meeting or any such separate class meeting;

 



 

(b)

the Resolution to approve and implement the Scheme being passed by the requisite majority or majorities at the General Meeting or at any adjournment of the General Meeting; and

 

 

 

 

(c)

the sanction with or without modification (but subject to any such modification being acceptable to 2e2 and Morse) of the Scheme and the confirmation of the Capital Reduction by the Court and:

 

 

 

 

 

(i)

the delivery to the Registrar of Companies of an office copy of each of the Court Orders and the Statement of Capital; and

 

 

 

 

 

 

(ii)

the registration by the Registrar of Companies of the Court Orders and the Statement of Capital.

 

 

 

 

3.

In addition, 2e2 and Morse have agreed that, subject as stated in Condition 4 below, the Acquisition will also be conditional upon, and accordingly the necessary actions to make the proposed acquisition of Morse by 2e2 effective will only be taken upon, the following Conditions (as amended if appropriate) having been satisfied or waived:

 


 

(a)

no Relevant Authority having decided, without the consent or agreement of 2e2, to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having irrevocably withdrawn the same) or having enacted, made or proposed any statute, regulation, decision or order (and, in each case, not having irrevocably withdrawn the same) or otherwise taken any step or done any thing and there not continuing to be outstanding any statute, regulation, legislation, decision or order which in any of the foregoing cases would or might:

 

 

 

 

 

(i)

require, prevent, delay or adversely affect the divestiture, or alter the terms envisaged for any proposed divestiture, by any member of the Wider Morse Group or any member of the 2e2 Group, of all or any part of their respective businesses, assets or property or of any Morse Shares or other securities in Morse or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own or control any of their respective assets or properties or any part thereof, in each case to an extent which is material in the context of the Wider Morse Group or the 2e2 Group (as the case may be) taken as a whole;

 




 

 

(ii)

impose any limitation on, or result in a material delay in, the ability of any member of the 2e2 Group or any member of the Wider Morse Group, or render any such member unable, directly or indirectly to acquire or to hold or to exercise effectively any or all rights of ownership or other rights in respect of Morse Shares, shares or loans or securities convertible into Morse Shares or any other securities (or the equivalent) in any member of the Wider Morse Group or to exercise voting or management control over any such member;

 

 

 

 

 

 

(iii)

materially adversely affect any or all of the businesses, assets, financial conditions or trading positions or profits of any member of the Wider Morse Group or the 2e2 Group;

 

 

 

 

 

 

(iv)

make the Acquisition or its implementation or the acquisition or proposed acquisition by 2e2 of any Morse Shares or other securities in, voting rights in, or the control of the management of, Morse or any member of the Wider Morse Group, void, illegal and/or unenforceable in or under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, prevent, materially delay or impose additional materially adverse conditions or obligations with respect to, the Acquisition or its implementation or the acquisition or proposed acquisition by 2e2 of any Morse Shares or other securities in, voting rights in, or the control of the management of, Morse or any member of the Wider Morse Group;

 

 

 

 

 

 

(v)

require any member of the 2e2 Group or the Wider Morse Group to acquire or to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Morse Group (other than Morse) owned by any third party;

 

 

 

 

 

 

(vi)

impose any material limitation on the ability of any member of the 2e2 Group or the Wider Morse Group to co-ordinate or integrate its business or any material part of it, with the business or any part of the business of any other members of the Wider Morse Group and/or the 2e2 Group; or

 

 

 

 

 

 

(vii)

result in any member of the Wider Morse Group ceasing to be able to carry on business in substantially the same manner in which it presently does so or under any name under which it presently does so,

 

 

 

 

 

 

and all applicable waiting and other time periods (including any extensions thereof) during which any such Relevant Authority could institute, implement, or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Morse Shares, having expired, lapsed or been terminated;

 

 

 

 

(b)

all necessary notifications, filings or applications having been made and all applicable waiting and other time periods (including any extensions thereof) having expired, lapsed or been terminated in each case under any applicable legislation and/or regulations of any relevant jurisdiction and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in each case as may be necessary in connection with the Acquisition or its implementation or the acquisition or proposed acquisition of any Morse Shares or other securities in, or voting rights in, or control of the management of, Morse or any other member of the Wider Morse Group by 2e2 or the carrying on by any member of the Wider Morse Group of its business;

 

 

 

 

(c)

all Consents which are required by any applicable legislation or regulations in any jurisdiction, or which are necessary or appropriate in any relevant jurisdiction, in connection with the Acquisition or its implementation including, without limitation, the acquisition or proposed acquisition of any Morse Shares or other securities in, voting rights in, or control of Morse or any other member of the Wider Morse Group by 2e2 or in relation to the continuation of the business of any member of the Wider Morse Group having been obtained (in each case where failure to obtain such Consents would have a material adverse effect on any member of the Wider Morse Group or the implementation of the Acquisition), in terms and in a form which do not impose material restrictions or conditions on the 2e2 Group or its interest in the Wider Morse Group, from all appropriate third parties, including those with whom any member of the Wider Morse Group has entered into contractual arrangements;

 

 

 

 

(d)

all such Consents together with all consents necessary or reasonably appropriate to carry on the business of any member of the Wider Morse Group having been obtained and remaining in full force and effect and there being no notice or intimation from any Relevant Authority or other person of any intention to revoke, suspend, restrict, amend or not to renew any of the same, where failure to obtain such Consents would have a material adverse effect on the Wider Morse Group taken as a whole;

 

 

 

 

(e)

save as Disclosed, there being no provision of any agreement, arrangement, authorisation, Consent, permit, or other instrument to which any member of the Wider Morse Group is a party or by or to which any such member or any of its assets is, are or may be bound, entitled or subject, or any circumstance which, in each case as a consequence of the Acquisition or the acquisition or proposed acquisition of any Morse Shares, voting rights in, or control or management of, Morse by 2e2 or of a change in the control or management of Morse or any other member of the Wider Morse Group, would or might be reasonably expected to result in (in each case to an extent which is material in the context of the Wider Morse Group as a whole):

 

 

 

 

 

(i)

any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to, any member of the Wider Morse Group being or becoming repayable or capable of being declared repayable immediately or earlier than the stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

 

 

 


 

 

(ii)

any such agreement, arrangement, authorisation, Consent, permit or instrument, or the rights, liabilities, obligations or interests of any member of the Wider Morse Group, being or becoming capable of being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken thereunder;

 

 

 


 

 

(iii)

any assets or interests of any member of the Wider Morse Group being or falling to be disposed of or charged or ceasing to be available or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available, in each case, other than in the ordinary course of business;

 

 

 

 

 

 

(iv)

the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Morse Group or any such security interest (whenever created, arising or having arisen) becoming enforceable;

 

 

 

 

 

 

(v)

the rights, liabilities, obligations or interests of any member of the Wider Morse Group in, or the business of any such member with, any other person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated or adversely modified or affected;

 

 

 


 

 

(vi)

the value of any member of the Wider Morse Group or its financial or trading position or profits being prejudiced or adversely affected;

 

 

 

 

 

 

(vii)

any member of the Wider Morse Group ceasing to be able to carry on business under any name under which it presently does so;

 

 

 

 

 

 

(viii)

the creation of any liability (actual, contingent or otherwise) by any member of the Wider Morse Group other than in the ordinary course of business; or

 

 

 

 

 

 

(ix)

any requirement on any member of the Wider Morse Group to acquire, subscribe for, pay up or repay any shares or other securities; and

 

 

 

 

 

 

(x)

no event having occurred which, under any provision of any agreement, arrangement, authorisation, Consent, permit or other instrument to which any member of the Wider Morse Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (ix) of this Condition 3(e).

 

 

 

 

 

(f)

save as Disclosed, no member of the Wider Morse Group having, since 31 December 2009:

 

 

 

 

 

 

(i)

save as between Morse and wholly-owned subsidiaries of Morse and save for Morse Shares issued pursuant to the exercise of options granted under the Morse Share Incentive Schemes, issued or agreed to issue, authorised or proposed to authorise the issue of, any shares of any class or securities convertible into or exchangeable for any shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

 

 

 

 

 

 

(ii)

other than lawfully to any wholly-owned subsidiary of Morse, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

 

 

 

 

 

 

(iii)

save as between Morse and wholly-owned subsidiaries of Morse, implemented any merger with or demerger from any body corporate, partnership or business or authorised or proposed or announced an intention to propose any merger or demerger which is, in any case, outside the ordinary course of business;

 

 

 

 

 

 

(iv)

save as between Morse and wholly-owned subsidiaries of Morse and other than in the ordinary course of business, acquired, disposed of, or transferred, mortgaged or created any security interest over any asset right, title or interest in any asset which is material in the context of the Wider Morse Group taken as a whole or authorised, proposed or announced any intention to do so;

 

 

 

 

 

 

(v)

save as between Morse and any wholly-owned subsidiary of Morse, made or authorised or proposed or announced an intention to propose any change in its loan capital or issued, authorised or proposed or announced an intention to propose the issue of any debentures or, other than in the ordinary course of business, incurred or increased any indebtedness or become subject to any guarantee or other liability (actual or contingent), save in each case to the extent the same is not material in the context of the Wider Morse Group taken as a whole;

 

 

 

 

 

 

(vi)

purchased, redeemed or repaid or authorised or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in Condition 3(f)(i) above, made any other change to any part of its share capital;

 

 

 

 

 

 

(vii)

save as between Morse and its wholly-owned subsidiaries implemented or authorised, proposed or announced its intention to implement, authorise or propose any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement;

 

 

 

 

 

 

(viii)

save in respect of normal annual salary increases in the ordinary course, entered into or varied or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, agreement or arrangement with any Morse Director or director or senior executive of any member of the Wider Morse Group;

 

 

 

 

 

 

(ix)

entered into, varied or terminated or authorised, proposed or announced its intention to enter into, vary or terminate any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long-term, onerous or unusual nature or magnitude or which is or might reasonably be expected to have a material adverse effect on the financial or trading position or profits of any member of the Wider Morse Group or which is or might reasonably be expected to be materially restrictive on the business of any member of the Wider Morse Group or the 2e2 Group or which involves or could reasonably be expected to involve an obligation of such a nature or magnitude, in each case which is material in the context of the Wider Morse Group taken as a whole;

 

 

 

 

 

 

(x)

been unable, or admitted or announced that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease to carry on all or a substantial part of its business;

 

 

 

 

 

 

(xi)

(other than in respect of a member which is dormant and was solvent at the relevant time), taken or proposed any corporate action or had any legal proceedings started or threatened against it or petition presented or order made, in each case for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any material part of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

 

 

 

 

 

 

(xii)

waived, settled or compromised any claim otherwise than in the ordinary course of business and which is material in the context of the Wider Morse Group taken as a whole;

 

 

 

 

 

 

(xiii)

made or agreed or consented to any change which is, or could reasonably be expected to be, material in the context of the Acquisition or the Wider Morse Group taken as a whole, to:

 

 

 

 

 

 

 

 

(a)

the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees or their dependants; or

 

 

 

 

 

 

 

 

(b)

the benefits which accrue to the pensions which are payable thereunder; or

 

 

 

 

 

 

 

 

(c)

the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or

 

 

 

 

 

 

 

 

(d)

the basis upon which the liabilities (including pensions) of such pension schemes are funded; or

 

 

 

 

 

 

 

 

(e)

the trustees including the appointment of a trust corporation;

 

 

 

 

 

 

 

(xiv)

made any alteration to its articles of association which is, or could reasonably be expected to be, material in the context of the Acquisition or the Wider Morse Group as a whole;

 

 

 

 

 

 

(xv)

proposed, agreed to provide or modified the terms of any share option scheme or incentive scheme relating to the employment or termination of employment of any person employed in the Wider Morse Group; or

 

 

 

 

 

 

(xvi)

entered into any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3(f);

 

 

 


 

(g)

save as Disclosed and since 31 December 2009:

 

 

 


 

 

(i)

no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits of any member of the Wider Morse Group which is material in the context of the Wider Morse Group taken as a whole;

 

 

 


 

 

(ii)

no litigation, arbitration, proceedings, prosecution or other legal proceedings to which any member of the Wider Morse Group is or may become a party (whether as a claimant, defendant or otherwise) and no enquiry or investigation by or complaint or reference to any Relevant Authority against or in respect of any member of the Wider Morse Group having been instituted, announced, implemented or threatened by or against or remaining outstanding against or in respect of any member of the Wider Morse Group, in any case material in the context of the Wider Morse Group taken as a whole;

 

 

 

 

 

 

(iii)

no contingent or other liability having arisen or increased or become apparent to 2e2 which would or might be reasonably expected to affect adversely any member of the Wider Morse Group to an extent which, in any case, is material in the context of the Wider Morse Group taken as a whole;

 

 

 

 

 

 

(iv)

no steps having been taken which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any Consent held by any member of the Wider Morse Group which is necessary or desirable for the proper carrying on of its business and such withdrawal, cancellation, termination or modification, in any case, would be material in the context of the Wider Morse Group taken as a whole; and

 

 

 

 

 

 

(v)

no claim having been made, and no circumstances having arisen which might reasonably be expected to lead to a claim being announced, threatened or made, under any insurance policy taken out by or in favour of the Wider Morse Group, in each case which is or might reasonably be expected to be material in the context of the Wider Morse Group taken as a whole; and

 

 

 

 

 

(h)

save as Disclosed, 2e2 not having discovered that:

 

 

 

 

 

(i)

any financial, business or other information concerning any member of the Wider Morse Group contained in the information disclosed (publicly or otherwise) to 2e2 or its advisers at any time by or on behalf of any member of the Wider Morse Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information contained therein not materially misleading in each case which has not, prior to the date of this Announcement, been corrected by public announcement through a Regulatory Information Service;

 

 

 

 

 

 

(ii)

any member of the Wider Morse Group is subject to any liability (actual, contingent or otherwise) save to an extent the same is not material in the context of the Wider Morse Group taken as a whole;

 

 

 

 

 

 

(iii)

the Wider Morse Group has not complied with any applicable law or regulation governing the conduct of its business in any respect and which is material in the context of the Wider Morse Group taken as a whole; or

 

 

 

 

 

 

(iv)

the conduct of the business of the Wider Morse Group infringes the intellectual property rights of any third party in any respect and which is material in the context of the Wider Morse Group taken as a whole.

 

 

 

 

4.

Subject to the requirements of the Panel, 2e2 reserves the right (but shall be under no obligation) to waive or treat as satisfied, in whole or in part, all or any of Conditions 3(a) to 3(h).

 

 

5.

The Acquisition will lapse and the Scheme will not proceed unless all of the Conditions set out above have been fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by 2e2 to be satisfied on or before the date on which Condition 2(c) is fulfilled.

 

 

6.

The Conditions are inserted for the benefit of 2e2 and no Morse Shareholder shall be entitled to waive any of the Conditions.

 

 

7.

Each of Conditions 1, 2 and 3(a) to 3(h) (inclusive) shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

 

 

8.

The Acquisition will lapse and the Scheme will not proceed if the proposed acquisition of Morse by 2e2 pursuant to the Scheme is referred by the Office of Fair Trading to the Competition Commission before the date on which the resolutions are passed at the Court Meeting (or, in the case of a takeover offer under paragraph 9 below, before 1.00 p.m. on the first closing date of the takeover offer or the date on which the takeover offer becomes or is declared unconditional as to acceptances, whichever is the later).

 

 

9.

2e2 may elect (with the consent of the Panel, where required) to implement the Acquisition by making a takeover offer (as defined in Part 28 of the Companies Act 2006) for Morse instead of, or in substitution for, the Scheme. If 2e2 makes such election, the takeover offer will be implemented on the same terms (so far as applicable) as those which would apply to the Scheme, subject to the acceptance condition being set at 90 per cent. of the Morse Shares or such lesser percentage, being more than 50 per cent., as 2e2 may decide (subject to the consent of the Panel, where necessary) subject to such alterations to the Conditions set out in this Appendix I as are required by the Panel or are necessary to comply with the provisions of the Code.

 

 

10.

The Morse Shares will be acquired by 2e2 fully paid, with full title guarantee and free from all liens, equitable interests, mortgages charges, encumbrances, rights of pre-emption and any other third party rights or interests of whatever nature and together with all rights attaching thereto, including, without limitation, all voting rights and the right to receive and retain all dividends, distributions, and other returns of capital (if any) declared, made or paid in respect of Morse Shares on or after the date of this Announcement.

 

 

11.

Unless otherwise determined by 2e2 and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentally (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 any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of any documents relating to the Acquisition must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from any 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.

 

 

12.

The availability of the Acquisition to persons who are not resident in the United Kingdom may be affected by the laws of the jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves about, and observe, all applicable requirements.

 

 

13.

The Acquisition will be governed by the laws of England and Wales, the Listing Rules, the Code and the rules and regulations of the Financial Services Authority, London Stock Exchange and the Panel and is subject to the exclusive jurisdiction of the courts of England and Wales.

 

 

14.

If 2e2 is required by the Panel to make an Acquisition for Morse Shares under the provisions of Rule 9 of the Code, 2e2 may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

 

 

 

APPENDIX II

 

SOURCES AND BASES

 

(a)

Unless otherwise stated, the financial information relating to Morse has been extracted or derived, without material adjustment, either from the Morse annual report and accounts and the audited consolidated financial statements for Morse for the year ended 30 June 2009 or from the unaudited interim results of Morse for the six months ended 31 December 2009.

 

 

(b)

Unless otherwise stated, the financial information relating to 2e2 has been extracted or derived, without material adjustment, from the unaudited financial statements for 2e2 for the year ended 31 December 2009.

 

 

(c)

References to the existing issued share capital are references to Morse Shares in issue on 22 April 2010 (being the last practicable Business Day prior to the commencement of the Offer Period), being 129,882,763 Morse Shares.

 

 

(d)

The value attributed to the existing issued and to be issued share capital of Morse is based upon the 129,882,763 Morse Shares being in issue on 22 April 2010 (being the latest practicable Business Day prior to the date of this announcement), the awards over 6,454,058 Morse Shares granted under the LTIP (of which 582,481 can be satisfied by existing Morse Shares held by certain of Morse's employee benefit trusts) and options over 1,068,182 Morse Shares granted under the SAYE Scheme with an exercise price of less than 51 pence per share (assuming the holders of such options continue to save for six months from the Effective Date). This gives an issued and to be issued share capital of Morse of 136,822,522 Morse Shares.

 

 

(e)

Morse Share prices have been derived from the London Stock Exchange and represent the Closing Price on the relevant date.

 

 

(f)

The premia of 60.4 per cent. to the average Closing Price of 31.80 pence over the 12 month period from 23 April 2009 to 22 April 2010 inclusive, 28.1 per cent. to the average Closing Price of 39.81 pence over the six month period from 23 October 2009 to 22 April 2010 inclusive and 31.6 per cent. to the average Closing Price of 38.74 pence over the one month period from 23 March 2010 to 22 April 2010 inclusive as stated in this announcement, have been calculated using Closing Prices on each Business Day over the relevant period.

 

 

 

 

APPENDIX III

 

DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

 

(a)

Irrevocable undertakings of the Morse Directors and their connected persons

 

The Morse Directors have given irrevocable undertakings to vote (or procure the vote) in favour of the resolutions to be proposed at the Meetings (or, in the event that the Acquisition is implemented by way of a takeover offer, to accept or procure the acceptance of such offer) in respect of the following Morse Shares owned by them or their connected persons at a price of 51 pence per Morse Share:

 

Name

Number of Morse Shares

Percentage of existing issued share capital of Morse

 

 

 

M Phillips

650,000

0.50

K Loosemore

2,750,000

2.12

R Atkins

295,000

0.23

P Shelton

49,372

0.04

 

 

 

 

In addition to the irrevocable undertakings in relation to the Morse Shares held by them or their connected persons referred to above, M Phillips and G Millward have also provided irrevocable undertakings to vote (or procure the vote) in favour of the resolutions to be proposed at the Meetings (or, if the Acquisition is implemented by way of a takeover offer, to accept or procure the acceptance of such offer), in respect of 2,022,249 Morse Shares for M Phillips and 700,000 Morse Shares for G Millward in which they have an interest pursuant to the Morse Share Incentive Schemes, to the extent that such shares are acquired by them prior to the Meetings (or, if the Acquisition is implemented by way of a takeover offer, while such offer remains capable of acceptance).

 

These undertakings shall lapse on the withdrawal or lapse of the Scheme (to the extent that such withdrawal is effected in accordance with the Implementation Agreement) or if the Acquisition is implemented by way of a takeover offer on such offer lapsing or being withdrawn. These undertakings will, however, remain binding even if a higher offer is made by a third party.

 

(b)

Institutional irrevocable undertakings

 

Details of the irrevocable undertakings received by 2e2 from institutional Morse Shareholders to vote (or procure the vote) in favour of the resolutions to be proposed at the Meetings (or, in the event that the Acquisition is implemented by way of a takeover offer, to accept or procure the acceptance of such offer) in relation to the Morse Shares held or controlled by them at a price of 51 pence per Morse Share are as follows:

 

Name

Number of Morse Shares

Percentage of existing issued share capital of Morse

 

 

 

Gartmore Investment  Management Limited

37,015,412

28.50

 

 

 

UBS Global Asset Management (UK) Limited

11,644,357

8.97

 

 

 

GAM International Management Limited

4,076,901

3.14

 

 

 

 

 

 

 

The irrevocable undertaking given by Gartmore Investment Limited will cease to be binding:

 

(i)

on the withdrawal or lapse of the Scheme (to the extent that such withdrawal is effected in accordance with the Implementation Agreement);

 

 

(ii)

if the Acquisition is implemented by way of a takeover offer, such Offer lapsing or being withdrawn; or

 

 

(iii)

if a higher offer is made by a third party for Morse for consideration of 60 pence per Morse Share.

 

The irrevocable undertaking given by UBS Global Asset Management (UK) Limited will cease to be binding:

 

(i)

if the Scheme Document or, if the Acquisition is implemented by way of a takeover offer, the offer document containing such offer, is not despatched within 28 days of this announcement;

 

 

(ii)

on the withdrawal or lapse of the Scheme;

 

 

(iii)

if the Acquisition is implemented by way of a takeover offer, on the withdrawal or lapse of such offer; or

 

 

(iv)

if a higher offer is made for Morse which exceeds the value of the consideration payable per Morse Share under the Acquisition by 10 per cent. or more.

 

The irrevocable undertaking given by GAM International Management Limited will cease to be binding:

 

(i)

on the withdrawal or lapse of the Scheme (to the extent that such withdrawal is effected in accordance with the Implementation Agreement);

 

 

(ii)

if the Acquisition is implemented by way of a takeover offer, such Offer lapsing or being withdrawn; or

 

 

(iii)

if a higher offer is made by a third party for Morse which exceeds the value of the consideration payable per Morse Share under the Acquisition by 10 per cent. or more.

 

(c)

Letters of intent

 

Details of the letters of intent received by 2e2 from institutional Morse Shareholders to vote (or procure the vote) in favour of the resolutions to be proposed at the Meetings (or, in the event that the Acquisition is implemented by way of a takeover offer, to accept or procure the acceptance of such offer) in relation to the Morse Shares held or controlled by them at a price of 51 pence per Morse Share are as follows:

 

Name

Number of Morse Shares

Percentage of existing issued share capital of Morse

 

 

 

Aberforth Partners LLP

11,062,618

8.52

 

 

 

Artemis Investment Management Limited

2,724,496

2.10

 

 

 

 

 

 

APPENDIX IV

 

DEFINITIONS

 

"2e2"

2e2 Limited, a private company incorporated in England and Wales under registration number 04501291

 

 

"2e2 Board"

the board of directors of 2e2

 

 

"2e2 Directors"

the directors of 2e2 at the date of this announcement

 

 

"2e2 Group"

2e2, its subsidiaries, its holding companies, and subsidiaries of its holding companies, and, where the context so permits, each of them

 

 

"2e2 Holdings Limited"

2e2 Holdings Limited a private company incorporated in England and Wales under registration number 05928851

 

 

"2e2 Investments Limited"

2e2 Investments Limited a private company incorporated in England and Wales under registration number 05929340

 

 

"acting in concert"

has the meaning set out in the Code

 

 

"Acquisition"

the proposed acquisition of the entire issued and to be issued share capital of Morse by 2e2 by means of the Scheme or, should 2e2 so elect with the consent of the Panel, by means of a takeover offer

 

 

"Adjusted EBIT"

earnings before interest, tax, trading balance releases and exceptional items

 

 

"Adjusted EBITDA"

earnings before interest, tax, depreciation, amortisation, share based payments, trading balance releases and exceptional items

 

 

"Business Day"

any day (other than a Saturday, Sunday or a public holiday) on which banks are generally open in the City of London for the transaction of normal banking business

 

 

"Capital Reduction"

the proposed reduction of capital of Morse by the cancellation of the Scheme Shares to be effected as part of the Scheme pursuant to section 641 of the Companies Act 2006

 

 

"Closing Price"

the closing middle market quotation of a Morse Share as derived from the Daily Official List

 

 

"Code"

the City Code on Takeovers and Mergers

 

 

"Companies Act 2006"

the Companies Act 2006, as amended, modified, consolidated, re-enacted or replaced from time to time

 

 

"Conditions"

the conditions to the implementation of the Proposals (including the Scheme) and the Acquisition set out in Appendix I to this announcement

 

 

"Consents"

authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, certificates, permissions and approvals

 

 

"Court"

the High Court of Justice of England and Wales

 

 

"Court Meeting"

the meeting of Scheme Shareholders (and any adjournment thereof) to be convened by order of the Court pursuant to section 896 of the Companies Act 2006 to consider and, if thought fit, approve the Scheme (with or without modification)

 

 

"Court Order(s)"

the Scheme Court Order and the Reduction Court Order or where the context require, either of them

 

 

"CREST"

the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in such regulations)

 

 

"Daily Official List"

the Daily Official List of the London Stock Exchange

 

 

"Disclosed"

means: (i) as disclosed in Morse's annual report and accounts for the year ended 30 June 2009 or its interim statements for the period ended 31 December 2009; or (ii) as otherwise publicly announced by, or on behalf of, Morse (by delivery of an announcement to a Regulatory Information Service) prior to the date of this announcement; or (iii) as otherwise fairly disclosed and made available to 2e2 or its advisers by or on behalf of Morse prior to the date of this announcement; or (iv) as disclosed in the publicly available records of any registry, authority, governmental body or Court in any jurisdiction in which the Morse Group has or has previously had a subsidiary or minority interest existing prior to the date of this announcement

 

 

"Duke Street Funds"

comprises of: Duke Street General Partner Limited acting in its capacity as general partner of  Duke Street VI No. 1 Limited Partnership, Duke Street VI No. 2 Limited Partnership, Duke Street VI No. 3 Limited Partnership, Duke Street VI No. 4 Limited Partnership and Parallel Private Equity Duke Street Limited Partnership, Duke Street Capital VI Fund Investment Limited Partnership acting by its manager Duke Street General Partner Limited and Duke Street VI Gestion SARL acting in its capacity as manager of the French Societé en Participation referred to as "Financière DSC VI"

 

 

"Effective Date"

the date on which the Scheme becomes effective in accordance with its terms

 

 

"Enlarged Group"

2e2 Holdings Limited and its direct and indirect subsidiaries and subsidiary undertakings as enlarged following the Effective Date

 

 

"Form(s) of Proxy"

either or both of (i) the form of proxy for use at the Court Meeting and (ii) the form of proxy for use at the General Meeting (as the context requires), each of which will accompany the Scheme Document

 

 

"FSA" or "Financial Services Authority"

the Financial Services Authority of the United Kingdom

 

 

"General Meeting"

the general meeting of the Morse Shareholders (and any adjournment thereof) to be convened in connection with the Scheme, expected to be held as soon as the preceding Court Meeting shall be concluded

 

 

"Implementation Agreement"

the implementation agreement dated 26 April 2010 between Morse and 2e2 in relation to the Proposals

 

 

"Inducement Fee Agreement"

means an inducement fee agreement entered into between 2e2 Holdings and Morse on 21 April 2010

 

 

"Investec"

Investec Bank Plc, incorporated in England and Wales under registration number 00489604

 

 

"Lazard"

Lazard & Co., Limited, incorporated in England and Wales under registration number 00162175

 

 

"London Stock Exchange"

London Stock Exchange plc

 

 

"LTIP"

the Morse plc Long-Term Incentive Plan (2004)

 

 

"Meetings"

the Court Meeting and the General Meeting and each a "Meeting"

 

 

"Morse"

Morse plc, a public company incorporated in England and Wales under registration number  3108179

 

 

"Morse Articles"

the articles of association of Morse from time to time

 

 

"Morse Board"

the board of directors of Morse

 

 

"Morse Directors"

the directors of Morse at the date of this announcement

 

 

"Morse Group"

Morse and its subsidiaries

 

 

"Morse Share Incentive Schemes"

the Morse Approved Executive Share Option Scheme 2000 (adopted by Morse on 2 November 2000 and amended on 30 October 2007), the Diagonal plc Long Term-Incentive Plan (adopted by Diagonal plc on 5 March 2001 and amended on 29 January 2004), the Diagonal Employee Share Option Scheme (adopted by Diagonal plc on 5 October 2000), the Morse Long-term Incentive Plan (adopted on 13 December 2004 and amended on 30 October 2007), the Morse Unapproved Executive Share Option Plan (adopted on 2 November 2000 and amended on 30 October 2007) and the Morse Sharesave Share Option Scheme (adopted on 26 February 1999 and amended on 30 October 2007)

 

 

"Morse Share Options"

options over Morse Shares granted pursuant to the Morse Share Incentive Schemes

 

 

"Morse Shareholder"

a holder of Morse Shares and "Morse Shareholders" shall be construed accordingly

 

 

"Morse Shares"

ordinary shares of 12.27 pence nominal value each in the capital of Morse

 

 

"Offer Period"

the period commencing on 23 April 2010 (being the date of the announcement of a possible offer for Morse) and ending on the earlier of the Effective Date and/or the date on which the Scheme lapses or is withdrawn (or such other date as the Panel may decide)

 

 

"Official List"

the official list of the UK Listing Authority

 

 

"Overseas Shareholder(s)"

Morse Shareholders not resident in, nationals or citizens of the United Kingdom

 

 

"Panel"

the Panel on Takeovers and Mergers in the United Kingdom

 

 

"Proposals"

the Acquisition, the Scheme and the Capital Reduction to be considered at the Meetings

 

 

"Reduction Court Hearing"

the Court hearing to confirm the Capital Reduction

 

 

"Reduction Court Order"

the order of the Court confirming the Capital Reduction under Section 648 of the Companies Act 2006 provided for by the Scheme

 

 

"Reduction Record Time"

6.00 p.m. on the Business Day immediately prior to the Reduction Court Hearing

 

 

"Registrar of Companies"

the Registrar of Companies in England and Wales

 

 

"Regulatory Information Service" or "RIS"

any of the services authorised from time to time by the Financial Services Authority for the purposes of disseminating regulatory announcements

 

 

"Relevant Authority"

any government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, association, institution or agency (including any trade agency) or any court or other body or person in any jurisdiction

 

 

"Resolution"

the special resolution to be proposed at the General Meeting

 

 

"SAYE Scheme"

the Inland Revenue approved Morse plc Sharesave Share Option Scheme (1999)

 

 

"Scheme"

the proposed scheme of arrangement under Part 26 of the Companies Act 2006 between Morse and the holders of Scheme Shares, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by 2e2 and Morse

 

 

"Scheme Court Hearing"

the hearing by the Court to sanction the Scheme

 

 

"Scheme Court Order"

the order of the Court sanctioning the Scheme under Part 26 of the Companies Act 2006

 

 

"Scheme Document"

a circular to be sent to Morse Shareholders, persons with information rights and for information only, to participants in the Morse Share Incentive Schemes containing, inter alia:

 

 

 

(i)

the Scheme;

 

 

 

 

(ii)

the notices convening the Court Meeting and General Meeting;

 

 

 

 

(iii)

an explanatory statement as required by section 897(2) of the Companies Act 2006 with respect to the Scheme;

 

 

 

 

(iv)

such other information as may be required or necessary pursuant to the Companies Act 2006 and the Code

 

 

 

"Scheme Shareholder(s)"

a holder of Scheme Shares

 

 

"Scheme Share(s)"

the Morse Shares:

 

 

 

(i)

in issue at the date of the Scheme Document;

 

 

 

 

(ii)

(if any) issued after the date of the Scheme Document and prior to the Voting Record Time; and

 

 

 

 

(iii)

(if any) issued at or after the Voting Record Time and on or prior to the Reduction Record Time, either on terms that the original and any subsequent holder thereof shall be bound by the Scheme or in respect of which the original or any subsequent holders thereof shall have agreed in writing to be bound by the Scheme,

 

 

 

 

in each case other than any Morse Shares held by or beneficially owned by any member of the 2e2 Group

 

 

"Statement of Capital"

a statement of capital of the Company as prepared in accordance with section 649(2) of the Companies Act 2006 and approved by the Court

 

 

"UKLA" or "UK Listing Authority"

the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part V1 of the Financial Services and Markets  Act 2000 (as amended)

 

 

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland

 

 

"United States" or "US" or "USA"

the United States of America, its territories and possessions, any state of the United States of America, any other areas subject to its jurisdiction and the District of Columbia

 

 

"Voting Record Time"

6 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6  p.m. on the day which is two days before the date fixed for the date of such adjourned Court Meeting

 

 

"Wider Morse Group"

the Morse Group and associated undertakings and any other undertakings (including, without limitation, any body corporate, partnership, joint venture or persons) in which the Morse Group and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting rights or equity share capital (or the equivalent)

 

For the purpose of this announcement, "subsidiary" and "subsidiary undertaking" have the meanings given to them in the Companies Act 2006.

 

All references to time in this announcement are to London time.

 

All references to legislation in this announcement are to English legislation unless the contrary is indicated.

 

Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

 

References to "GBP", "pounds sterling", "pence" and "p" are to the lawful currency of the United Kingdom.

 

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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