Offer Document Posted
February 21 2003 - 2:00AM
UK Regulatory
RNS Number:7830H
MV Sports Group PLC
21 February 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA OR
JAPAN
MV SPORTS GROUP PLC ("MV Sports" or the "Company")
OFFER BY TANDEM GROUP PLC FOR MV SPORTS GROUP PLC ("Offer")
NOTICE OF EGM
Further to the announcement of 3 February 2003, the directors of MV Sports
announce that the formal document setting out the recommended Offer ("Offer
Document") regarding the acquisition of MV Sports by Tandem Group plc
("Tandem"), by means of a scheme of arrangement under section 425 of the
Companies Act 1985 (the "Scheme"), has today been posted to shareholders of MV
Sports.
The Offer Document contains a notice of Extraordinary General Meeting to be held
on 18 March 2003 for the purpose of, inter alia, approving the Scheme. If the
Scheme is approved, application will be made for the shares in Tandem offered to
MV Sports shareholders under the Scheme ("Tandem Consideration Shares") to be
admitted to trading on AIM. MV Sports ordinary shares are expected to cease
trading on AIM at close of business on 7 April 2003 and admission to trading on
AIM of the Tandem Consideration Shares is expected to take place at 8:00a.m. on
9 April 2003.
Copies of the Offer Document, which includes the interim results of MV Sports as
also announced today, are being sent to all shareholders of MV Sports and
further copies are available from Seymour Pierce Limited, 29/30 Cornhill, London
EC3V 3NF.
The MV Sports Directors accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the MV Sports
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they are responsible is
in accordance with the facts and does not omit anything likely to affect the
import of such information.
Seymour Pierce Limited, which is regulated in the United Kingdom for the conduct
of investment business by the Financial Services Authority, is acting for MV
Sports and no one else in connection with the Proposals and will not be
responsible to anyone other than MV Sports for providing the protections
afforded to customers of Seymour Pierce Limited nor for providing advice in
relation to the Proposals, this announcement or any other matters referred to
herein.
This announcement does not constitute an offer to sell or invitation to purchase
any securities or the solicitation of any vote or approval in any jurisdiction.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
The Offer will not be made directly or indirectly in or into or by the use of
the mails of, or any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national securities exchange of Canada,
Australia or Japan. Accordingly, this document is not being, and must not be
issued, mailed or otherwise distributed or sent in, into or from Canada,
Australia or Japan and persons receiving this document (including custodians,
nominees and trustees) must not distribute or send it in, into or from Canada,
Australia or Japan.
The Tandem Consideration Shares, if approved, will not be registered under the
Securities Act or under any relevant securities laws of the United States, nor
have the relevant clearances been, nor will they be, obtained from the
securities commission or similar authority of any province or territory of
Canada, and no prospectus has been or will be filed, or registration made, under
any securities law of any province or territory of Canada, nor has a prospectus
in relation to the Tandem Consideration Shares, been, nor will one be, lodged
with or registered by the Australian Securities and Investments Commission nor
have any steps been taken, nor will any steps be taken, to enable the Tandem
Consideration Shares to be offered in compliance with applicable securities laws
of Japan, nor will the offer of Tandem Consideration Shares be registered with
the Securities and Futures Commission of the Republic of China pursuant to
relevant securities laws and regulations. Accordingly, unless an exception under
the Securities Act or such securities laws is available, none of the Tandem
Consideration Shares may be offered, sold, resold or delivered, directly or
indirectly, in, into or from the United States, Canada, Australia or Japan or
any other jurisdiction in which an offer of Tandem Consideration Shares would
constitute a violation of relevant laws or require registration thereof, or to
or for the account or benefit of any US Person or resident of Canada, Australia
or Japan.
This information is provided by RNS
The company news service from the London Stock Exchange
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