|
AIM Rule 26 Disclosure
The following information is disclosed for the purposes of AIM Rule 26.
MBL Group plc (previously Air Music and Media Group plc) ("the Company") was incorporated in 2001. It is a distributor of home entertainment products, principally, DVD’s, CD’s, computer and console games.
The Company is incorporated in England and Wales and its main territory of operation is the UK.
In addition to its shares being traded on AIM, shares in the Company can also be traded on the PLUS market.
| Directors |
| Peter Cowgill, Non executive Chairman, age 55 |
| Peter joined the Group in 2006 and is the external face of the Group and is responsible for investor relations. As the sole member of the remuneration committee, Peter sets the remuneration policies for the executive members of the Board. As the sole member of the audit committee he provides an independent point of contact with our auditors. Peter’s other appointments are as Executive Chairman of The John David Group plc, non executive Chairman at United Carpets Plc and Partner in Cowgill Holloway Chartered Accountants. |
| Trevor Allan, Chief Executive Officer, age 43 |
| Trevor is responsible for setting the strategy and directing the performance of the Group. He is Managing Director of Music Box Leisure, the largest subsidiary of the Group. Trevor founded Music Box Leisure in 1998 and has been responsible for developing its business to date. |
| Lisa Clarke, Financial Director, age 37 |
| Lisa joined Air Music and Media Group in 2006 as Group Financial Controller and was appointed Financial Director in 2008. Lisa is responsible for the financial management and reporting of the Group and has Board responsibility for IT and HR matters. Prior to joining the Group Lisa held a senior finance position at Interfloor Group Limited and she has previously worked for BAE Systems and Ernst and Young. |
| Remuneration Committee |
| The Non Executive Chairman is responsible for setting the remuneration policy of the executive members of the Board. This policy is reviewed on an annual basis. |
| Audit Committee |
| The Non Executive Chairman acts as the independent point of contact for the Group’s auditors. The Non Executive Chairman has responsibility for liaising with the auditors to review the financial information to be distributed to shareholders, determining the strength of the internal controls of the Group and overseeing the audit of the Group’s financial statements. |
| Shareholding Information |
| The Company has 17,296,080 ordinary shares of 75p in issue. The Group is not aware of any restrictions on the transfer of its ordinary shares. |
Board members (and their interests) have the following shareholdings, representing 27.5% of the issued share capital which is not in public hands:
|
| Peter Cowgill – 200,000 shares |
| Trevor Allan – 4,520,399 |
| Lisa Clarke – 12,500 |
| Other significant shareholders are: |
| Sefton Group plc – 2,087,579 (12.07%) |
|
Generali Portfolio Management (UK) Ltd – 1,865,333 (10.78%) |
|
Gartmore – 1,518,125 (8.78%) |
| TL Allan – 1,467,682 (8.49%) |
|
F & C Barronsmead – 752,141 (4.38%) |
| JM Allan – 733,831 (4.24%) |
| Ennismore Fund Management – 560,933 (3.24%) |
| Strategic Review |
The board of MBL Group Plc ('Board'), the UK distributor of home entertainment products, notes today's rise in the share price of the Company.
As a result, the Board confirms that it is in the early stages of undertaking a strategic review to consider how best to take the business forward and accordingly has appointed KPMG Corporate Finance as financial advisor to assist with this process.
The strategic review is at a very early stage and may result in an offer being made for the Group as one of the possible outcomes, although the Board wishes to stress that there can be no certainty that any offer will be made for the Group. The Board intends to update shareholders as soon as it is appropriate to do so.
Accordingly, under the rules of the Takeover Code, MBL is now in an offer period. MBL confirms, pursuant to Rule 2.10 of the Takeover Code, that its issued share capital as at 4 October 2010 comprised 17,296,080 ordinary shares of 75 pence each. The shares are traded on AIM under ISIN GB00B0W48T45.
|
| Dealing Disclosure Requirements |
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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% 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.
|
This information was last updated on 06/10/2010.
|
