Sodexo Motivation Solutions UK Ltd Recommended Offer for Motivcom plc (5576R)

TIDMMCM

RNS Number : 5576R

Sodexo Motivation Solutions UK Ltd

12 September 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE IT WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION

Date: 12 September 2014

RECOMMENDED CASH OFFER

SODEXO MOTIVATION SOLUTIONS U.K. LIMITED

(a wholly-owned subsidiary of Sodexo SA)

for

MOTIVCOM PLC

(to be effected by means of a scheme of arrangement under

Part 26 of the Companies Act 2006)

-- The board of Sodexo Motivation Solutions U.K. Limited ("SMSUK"), a wholly-owned subsidiary of Sodexo SA, and the independent directors of Motivcom plc ("Motivcom") are pleased to announce that they have reached agreement on the terms of a recommended acquisition under which SMSUK will acquire the entire issued and to be issued ordinary share capital of Motivcom (the "Offer"). The Offer is to be effected by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

-- Under the terms of the Offer, shareholders of Motivcom ("Motivcom Shareholders") will receive 148 pence per ordinary share of 0.5 pence each in the share capital of Motivcom ("Motivcom Share") in cash.

   --            The Offer:

-- values the entire issued and to be issued share capital of Motivcom at approximately GBP41 million;

-- represents a 20.8 per cent premium to Motivcom's closing share price of 122.5 pence on 11 September 2014 (being the last Business Day prior to the date of this announcement); and

-- represents a 23.6 per cent premium to Motivcom's average volume weighted share price of 119.7 pence for the three months ended 11 September 2014 (being the last Business Day prior to the date of this announcement).

-- The consideration payable under the Offer will be funded entirely through the existing cash resources of SMSUK, with no requirement for any funding from third party providers of finance.

-- The directors of Motivcom (other than Nigel Cooper) (together the "Independent Motivcom Directors"), who have been so advised by Grant Thornton UK LLP ("Grant Thornton"), as the independent financial adviser for the purposes of Rule 3 of the Takeover Code, consider the terms of the Offer to be fair and reasonable and in the best interests of Motivcom Shareholders, as a whole. In providing its advice to the Independent Motivcom Directors, Grant Thornton has taken into account the commercial assessments of the Independent Motivcom Directors.

-- Accordingly, the Independent Motivcom Directors intend to recommend unanimously that Motivcom Shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting which are to be convened to approve and implement the Offer, as the Independent Motivcom Directors have irrevocably undertaken to do, or procure to be done, in respect of their entire beneficial holdings of Motivcom Shares.

-- Motivcom is also pleased to announce the entry into an agreement to sell its subsidiary Zibrant Limited ("Zibrant") to Zebra 1234 Limited (a company wholly-owned by Nigel Cooper, a director and 10.78 per cent shareholder of Motivcom) for total cash consideration of GBP2.924 million. The Offer price takes into account these proceeds which will be retained by Motivcom.

-- The Independent Motivcom Directors have irrevocably undertaken to vote in favour of (i) the resolution to be proposed at the Court Meeting in relation to the Offer (the "Scheme Resolution"); and (ii) the resolution approving the proposed sale of Zibrant to be proposed at the General Meeting to be held immediately after the Court Meeting (the "Rule 16 Resolution"), in each case in respect of their entire beneficial holdings in Motivcom, which, in aggregate, amount to 13,325,329 Motivcom Shares, representing approximately 48.96 per cent of the existing issued ordinary share capital of Motivcom (excluding treasury shares).

-- The Motivcom Directors have irrevocably undertaken to vote in favour of the special resolution approving the implementation of the Scheme at the General Meeting to be held immediately after the Court Meeting (the "Special Resolution") in respect of their entire beneficial holdings in Motivcom, which, in aggregate, amount to 16,260,211 Motivcom Shares, representing approximately 59.75 per cent of the existing issued ordinary share capital of Motivcom (excluding treasury shares).

-- In addition, SMSUK has received irrevocable undertakings to vote in favour of the Scheme Resolution, the Special Resolution and the Rule 16 Resolution from certain Motivcom Shareholders in respect of 5,231,911 Motivcom Shares representing, in aggregate, approximately 19.22 per cent of the existing issued ordinary share capital of Motivcom (excluding treasury shares).

-- Therefore, as at the date of this announcement, SMSUK has received irrevocable undertakings to vote in favour of (i) the Scheme Resolution and in favour of the Rule 16 Resolution in respect of a total of 18,557,240 Motivcom Shares, representing, in aggregate, approximately 76.43 per cent of Motivcom's existing issued ordinary share capital (excluding treasury shares and Motivcom Shares held by Nigel Cooper); and (ii) the Special Resolution in respect of a total of 21,492,122 Motivcom Shares, representing, in aggregate, approximately 78.97 per cent of Motivcom's existing issued ordinary share capital (excluding treasury shares). All of these irrevocable undertakings will cease to be binding only if the Scheme lapses or is withdrawn and remain binding if a higher competing offer for Motivcom is made.

-- Motivcom is a business services group offering incentives and loyalty expertise and meetings and event management services to blue-chip corporate clients. Motivcom operates in the business to business marketplace offering a range of niche marketing and business services.

-- Under the terms of the Offer, if Motivcom declares or pays any dividend before the date the Scheme becomes effective, SMSUK reserves the right to reduce the consideration payable under the Offer by the aggregate amount of such dividend. In light of the Offer, the Board of Motivcom does not intend to declare an interim dividend for the half year ended 30 June 2014.

-- SMSUK is a private limited company incorporated in England and Wales and is a wholly-owned subsidiary of Sodexo SA. SMSUK's principal activities are the distribution and management of voucher and card services in the United Kingdom and Ireland.

-- Sodexo SA (together with its subsidiary undertakings, the "Sodexo Group"), a French public company listed on Euronext Paris, is the ultimate holding company of the Sodexo Group. The Sodexo Group is a global leader in Quality of Life Services, focusing on onsite services, benefits and rewards services (the division that includes SMSUK), and personal and home services.

-- In order to become effective, the Scheme requires the sanction of the Court and must be approved by the requisite majority of Motivcom Shareholders.

-- It is currently expected that the Scheme Document, containing the full terms and conditions of the Offer and further information about the Offer and notices of the Court Meeting and the General Meeting, together with the Forms of Proxy, will be posted before 10 October 2014 and that, subject to the satisfaction or, where relevant, waiver of all relevant Conditions, the Scheme is expected to become effective on or around 20 November 2014.

-- Commenting on the Offer, Denis Machuel, the CEO of the Sodexo Group's Benefits and Rewards Business and a director of SMSUK said:

"We are pleased to announce this transaction that will result in Sodexo acquiring the Incentive and Rewards activities of Motivcom. It will strengthen Sodexo's position as one of the leading players in the U.K. Incentives and Rewards market, building a powerful platform for future growth in the U.K. and internationally. The combined business will enable Sodexo to provide its clients with an enriched range of solutions that will allow them to foster the motivation and the engagement of their employees, maximise customer loyalty and enhance the performance of their organisations."

   --            Commenting on the Offer, Colin Lloyd, Chairman of Motivcom said:

"This is an important and exciting step for Motivcom. Sodexo's global strength in the Benefits and Rewards area coupled with an underweight presence in the Incentives and Recognition market in the UK results in an excellent strategic fit for Motivcom's incentives and loyalty business. This presents an opportunity for the combined Benefits and Rewards business to leverage the knowledge, knowhow and expertise that resides within Motivcom to expand on a global basis. The Board has recognised the different market for the Meetings and Events business and is delighted that management is acquiring this, which will allow it to pursue independent growth plans fully focussed on its own market."

This summary should be read in conjunction with the full text of this announcement. Appendix 1 to this announcement contains the conditions to, and certain further terms of, the Offer. The full terms and conditions of the Offer will be set out in the Scheme Document. Appendix 2 to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix 3 contains a summary of the irrevocable undertakings given by the Motivcom Directors and by certain Motivcom Shareholders. Appendix 4 contains definitions of certain expressions used in this summary and in this announcement.

In accordance with Rule 30.4 of the City Code on Takeovers and Mergers, a copy of this announcement will be made available, free of charge, on Motivcom's website at www.motivcom.com by no later than 12 noon on the first Business Day following this announcement. Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks on Motivcom's website (or any other website) is incorporated into, or forms part of, this announcement.

Enquiries

 
                                          +33 1 57 75 80 
 Sodexo                                    56 
 Pierre Benaich, Director of Financial 
  Communications 
 
                                          +44 (0)20 7187 
 Lazard, Financial Adviser to SMSUK        2000 
 Alexandra Soto 
 Vasco Litchfield 
 
                                          +44 (0)845 053 
 Motivcom plc                              5529 
 Susan Hocken, Finance Director 
 
 Grant Thornton, Nominated Adviser, 
  Financial Adviser and Rule 3 Adviser    +44 (0)207 383 
  to Motivcom                              5100 
 Philip Secrett 
 Salmaan Khawaja 
 
 Numis Securities Limited, Financial      +44 (0)207 260 
  Adviser and Broker to Motivcom           1000 
 David Poutney, Head of Corporate 
  Broking 
 Lorna Tilbian, Head of Media 
 Nick Westlake, Managing Director, 
  Corporate Finance

Further information

This announcement is for information only and 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 Offer or otherwise. The Offer will be made on the terms and subject to the conditions and further terms set out herein and in Appendix 1 to this announcement and the further terms and conditions to be set out in the Scheme Document and Forms of Proxy when issued. Any vote by Motivcom Shareholders in respect of the Offer should be made only on the basis of the information contained in the Scheme Document, which will include details of how to vote in favour of the Scheme. Motivcom Shareholders are advised to read the formal documentation in relation to the Offer which will be distributed to Motivcom Shareholders in due course, as it will contain important information relating to the Offer.

Please be aware that addresses, electronic addresses and certain other information provided by Motivcom Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Motivcom may be provided to SMSUK during the Offer Period (as required under Section 4 of Appendix 4 to the Takeover Code).

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for SMSUK and no one else in connection with the Acquisition and, accordingly, will not be responsible to anyone other than SMSUK for providing the protections afforded to clients of Lazard & Co., Limited or for providing advice in relation to the Acquisition.

Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Motivcom and no one else in connection with the Acquisition and, accordingly, will not be responsible to anyone other than Motivcom for providing the protections afforded to clients of Grant Thornton UK LLP or for providing advice in relation to the Acquisition.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Motivcom and no one else in connection with the Acquisition and, accordingly, will not be responsible to anyone other than Motivcom for providing the protections afforded to clients of Numis Securities Limited or for providing advice in relation to the Acquisition.

Overseas shareholders

The release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory restrictions in those jurisdictions. Motivcom Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement has been prepared for the purposes of complying with English law, the AIM Rules, the rules of the London Stock Exchange and the Takeover 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 any jurisdiction outside the United Kingdom.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 securities exchange 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 securities exchange 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 securities exchange 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 p.m. (London time) on the tenth business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 p.m. (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 securities exchange 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Cautionary note regarding forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Motivcom Group and certain plans and objectives of the boards of directors of Motivcom and SMSUK. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of Motivcom and SMSUK in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Motivcom and SMSUK assume no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the

extent legally required.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Motivcom and SMSUK except where expressly stated.

No profit forecast

No statement in this announcement is intended as a profit forecast or a profit estimate, and no statement in this announcement should be interpreted to mean that the future earnings per Motivcom Share for current or future financial years will necessarily match or exceed the historical or published earnings per Motivcom Share.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Takeover Code, Motivcom confirms that it has 27,214,324 ordinary shares of 0.5 pence each in issue and admitted to trading on AIM under ISIN GB00B02JH810.

Date: 12 September 2014

RECOMMENDED CASH OFFER

SODEXO MOTIVATION SOLUTIONS U.K. LIMITED

(a wholly-owned subsidiary of Sodexo SA)

for

MOTIVCOM PLC

(to be effected by means of a scheme of arrangement under

Part 26 of the Companies Act 2006)

   1.          Introduction

The board of SMSUK, a wholly-owned subsidiary of Sodexo SA, and the independent directors of Motivcom are pleased to announce that they have reached agreement on the terms of a recommended acquisition under which SMSUK will acquire the entire issued and to be issued ordinary share capital of Motivcom.

   2.          Summary of terms

2.1 It is intended that the Offer will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The Scheme requires approval by Motivcom Shareholders at the Court Meeting and the General Meeting which are to be convened in connection with the Scheme. Further details of the Court-sanctioned scheme of arrangement and the requisite level of Motivcom Shareholder approvals are contained in paragraph 14 below.

2.2 Under the terms of the Offer, Relevant Shareholders will receive 148 pence for each Motivcom Share held in cash.

   2.3        The Offer:

-- values the entire issued and to be issued share capital of Motivcom at approximately GBP41 million;

-- represents a 20.8 per cent premium to Motivcom's closing share price of 122.5 pence per Motivcom Share on 11 September 2014 (being the last Business Day prior to the date of this announcement); and

-- represents a 23.6 per cent premium to Motivcom's average volume weighted share price of 119.7 pence per Motivcom Share for the three months ended 11 September 2014 (being the last Business Day prior to the date of this announcement).

   3.          Information on SMSUK and Sodexo SA

3.1 SMSUK is a trading company incorporated in England and Wales whose principal activities are the distribution and management of voucher and card services in the following business segments in the UK:

-- public benefits: the distribution of benefits to asylum seekers in the UK on behalf of the Home Office;

-- employee benefits: marketing and issuing childcare vouchers to employers and their employees; and

-- incentive and rewards: marketing and issuing paper and electronic gift vouchers to employers in order to reward and motivate their employees.

3.2 SMSUK is a wholly-owned subsidiary of Sodexo SA and is a member of the Sodexo Group's Benefits and Rewards Services division. In respect of the financial year ended 31 August 2013, SMSUK reported revenues in excess of GBP6.2 million. SMSUK currently has more than 70 employees.

3.3 Sodexo SA, a French public company listed on Euronext Paris, is the ultimate holding company of the Sodexo Group. The Sodexo Group is a global leader in Quality of Life Services, focusing on onsite services, benefits and rewards services (the division that includes SMSUK), and personal and home services. The Sodexo Group operates in 80 countries and employs approximately 428,000 employees. For the half year ended 28 February 2014, the Sodexo Group reported revenues (on a consolidated basis) of EUR 9.3 billion. For the year ended 31 August 2013, the Sodexo Group reported revenues (on a consolidated basis) of EUR 18.4 billion.

   4.          Background to and reasons for the Offer

4.1 Motivcom is one of the leading participants in the UK's mature market for incentives and rewards. It has developed innovative, sophisticated and value-adding solutions which seek to drive long-term client relationships and retention.

4.2 The SMSUK Directors believe that the integration of Motivcom within the Sodexo Group will enhance the Sodexo Group's position as a comprehensive incentives and rewards service provider in the UK and Ireland and will create new opportunities to develop Motivcom's existing offering in other countries where the Sodexo Group operates.

   5.          Background to and reasons for the recommendation

5.1 In 2010, Motivcom launched a five year strategy plan focusing on protecting, strengthening and developing its core business but also seeking to create new products and enter new territories. The Board of Motivcom believe that Motivcom's management made good progress on protecting, strengthening and developing its core business despite the significant economic downturn experienced during the recessionary period.

5.2 In February 2014, Motivcom received an indicative proposal from SMSUK expressing its desire to acquire Motivcom's incentives and loyalty business through an offer for Motivcom's entire share capital on a fully diluted basis conditional upon, inter alia, Motivcom's meetings and events business (which is primarily operated by Motivcom's subsidiary, Zibrant) being carved out for the purposes of the Offer.

5.3 The Motivcom Board gave careful consideration to SMSUK's indicative proposal, taking into account various factors, as set out below, including Motivcom's fundamental value, its ability to enter international markets through becoming part of a well-respected, large international group in the same core marketplace, as well as the possible career opportunities that may be available to Motivcom's employees.

5.4 Furthermore, the Motivcom Board has been considering the future of the meetings and events business as part of Motivcom's overall strategy. The proposal from SMSUK was viewed by the Motivcom Board as an opportune time to assess market appetite for the meetings and events business. Motivcom therefore decided to undertake a sale process to identify suitable buyers for Zibrant. As announced today, Motivcom has entered into an agreement for the sale of Zibrant to Zebra 1234 Limited (a company wholly-owned by a Motivcom Director, Nigel Cooper) for a total cash consideration of GBP2.924 million, conditional on the sanction of the Scheme by the Court.

5.5 SMSUK's Offer of 148 pence in cash per Motivcom Share takes into account the disposal proceeds of Zibrant which Motivcom will receive. The Independent Motivcom Directors consider that, whilst there is potential for future growth in Motivcom's equity value for investors, the consideration being offered by SMSUK represents good value. As such, the Independent Motivcom Directors believe that this is the right time for Motivcom Shareholders to be given the opportunity to realise the value from their investment in Motivcom immediately in cash, at an attractive premium.

5.6 In reaching their unanimous decision to recommend that Motivcom Shareholders vote in favour of the Scheme to effect the Acquisition, the Independent Motivcom Directors have taken into account the following factors:

-- the consideration payable under the Acquisition is cash and, as such, represents a good opportunity for all Motivcom Shareholders to realise their investments in Motivcom, particularly given the limited liquidity in Motivcom Shares and the limited ability of Motivcom Shareholders otherwise to realise their investments in significant size at the market price;

-- whilst the Independent Motivcom Directors believe that Motivcom, as an independent company, will continue to remain competitive in the markets that it operates in, it believes that as markets become increasingly global, it will become harder for Motivcom to compete internationally, and through the Acquisition, Motivcom will benefit from the integration into the larger, international Sodexo Group;

-- the consideration offered under the Offer represents a premium of approximately 20.8 per cent as compared to the closing price of 122.5 pence per Motivcom Share on 11 September 2014, the business day immediately prior to the date of Announcement and 23.6 per cent as compared to the average closing price of 119.7 pence per Motivcom Share over the three month period ended 11 September 2014; and

-- the number of irrevocable undertakings received by SMSUK to vote in favour of the Scheme Resolution, the Rule 16 Resolution and the Special Resolution to be proposed at the General Meeting, as more fully described in paragraph 9 below.

5.7 On the basis of the above, the Independent Motivcom Directors believe that the Acquisition at the offer price of 148 pence per Motivcom Share is in the best interests of all Motivcom Shareholders.

   6.          Information on Motivcom

6.1 Motivcom is a business services group offering incentives and loyalty expertise and meetings and event management services to blue-chip corporate clients in the United Kingdom. Motivcom operates in the business to business marketplace offering a range of niche marketing and business services. Motivcom's meetings and events business is primarily operated by Motivcom's subsidiary Zibrant, which is being carved out for the purposes of the Offer and will be sold separately pursuant to the agreement for the sale of Zibrant to Zebra 1234 Limited as set out in paragraph 11 below.

6.2 The services Motivcom provides across both its incentives and loyalty expertise and meetings and event management divisions are designed to achieve people engagement across a wide range of industries including financial, pharmaceutical, automotive, IT and utilities. Motivcom has over 900 blue chip clients working in the business to business sector, serviced through 7 UK offices, employing approximately 450 staff.

Incentives and Loyalty

The Incentives and Loyalty business is concerned with programmes that keep people engaged and performing, as employees, distribution channel partners or customers. The Motivcom Group's Spree Card (a prepaid MasterCard), offers clients an incentive and loyalty platform that can be tailored for cashback savings programmes, fuel promotions or repeat purchases.

Meetings and Events

The Meetings and Events business is concerned with operating long-term strategic meeting (venue find) contracts, annually repeating conference and congress programmes and other events such as product launches and incentive travel.

Further information on Motivcom is available on its website at www.motivcom.com.

   7.          Current trading and prospects of the Motivcom Group

7.1 On 27 March 2014, Motivcom announced its final results for the year ended 31 December 2013 reporting revenue of GBP96 million (2012: GBP106.6 million), headline operating profit of GBP4.38 million (2012: GBP4.15 million) and headline profit before tax for the period of GBP4.36 million (2012: GBP4.12 million).

7.2 The headline operating profit includes the Motivcom Group's operating profit in the financial year ended 31 December 2013 of GBP2.9 million (2012: GBP2.713 million) plus amortisation and impairment of intangible assets of GBP1.5 million (2012: GBP2.075 million) and acquisition expenses of GBPnil (2012: GBP59,000) less contingent consideration adjustment credit of GBP25,000 (2012: GBP700,000).

7.3 The headline profit before tax figure has been calculated using the method above, starting with the Motivcom Group's profit before tax in the financial year ended 31 December 2013, being GBP2.817 million and includes the items above and unwinding of discount relating to contingent consideration liability of GBP67,000.

7.4 On 27 June 2014, a trading update was released which included the following statement: Trading in the first half of this year, being the 6 months to 30 June 2014, will be below the Motivcom Board's expectations. Whilst the level of the Motivcom Group's order intake remains satisfactory, the delivery of much of this work is heavily weighted into the second half of the year. As the Motivcom Group only recognises profit on the events and sales promotions business when the event has taken place or the promotion has started, this is expected to significantly impact the outturn of the first half of the year. The variation in phasing between the first and second half has been a regularly reported characteristic of the Motivcom Group's business and this industry. The Motivcom Board views this matter mainly as a timing issue. In addition, following a protracted tender process, Zibrant, one of the Motivcom Group's major subsidiaries in the meetings and events division has been notified that it has not retained one of its significant clients and such services will cease in November 2014. The Motivcom Board continues to remain cautiously optimistic about the Motivcom Group's prospects, assuming no material change to the economic environment.

7.5 Under the terms of the Offer, if Motivcom declares or pays any dividend before the date the Scheme becomes effective, SMSUK reserves the right to reduce the consideration payable under the Offer by the aggregate amount of such dividend. In light of the Offer, the Board of Motivcom does not intend to declare an interim dividend for the half year ended 30 June 2014.

   8.          Recommendation

8.1 The Independent Motivcom Directors, who have been so advised by Grant Thornton, as the independent financial adviser for the purposes of Rule 3 of the Takeover Code, consider the terms of the Offer to be fair and reasonable and in the best interests of Motivcom Shareholders, as a whole. In providing its advice to the Independent Motivcom Directors, Grant Thornton has taken into account the commercial assessments of the Independent Motivcom Directors.

8.2 Accordingly, the Independent Motivcom Directors intend to recommend unanimously that Motivcom Shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting which are to be convened to approve and implement the Offer, as the Independent Motivcom Directors have irrevocably undertaken to do, or procure to be done, in respect of their entire beneficial holdings of Motivcom Shares.

   9.          Irrevocable undertakings

9.1 In respect of their entire beneficial holdings in Motivcom, which, in aggregate, amount to 13,325,329 Motivcom Shares, representing approximately 48.96 per cent of the existing issued ordinary share capital of Motivcom (excluding treasury shares), the Independent Motivcom Directors have irrevocably undertaken to vote in favour of the Scheme Resolution to be proposed at the Court Meeting and the Rule 16 Resolution to be proposed at the General Meeting.

9.2 In respect of their entire beneficial holdings in Motivcom, which, in aggregate, amount to 16,260,211 Motivcom Shares, representing approximately 59.75 per cent of the existing issued ordinary share capital of Motivcom (excluding treasury shares), the Motivcom Directors have irrevocably undertaken to vote in favour of the Special Resolution to be proposed at the General Meeting.

9.3 In addition, SMSUK has received irrevocable undertakings to vote in favour of the Scheme Resolution, the Special Resolution and the Rule 16 Resolution from certain Motivcom Shareholders in respect of 5,231,911 Motivcom Shares representing, in aggregate, approximately 19.22 per cent of the existing issued ordinary share capital of Motivcom (excluding treasury shares), as follows:

-- Nigel Wray in respect of his entire holdings of Motivcom Shares, representing approximately 12.59 per cent of the existing issued ordinary share capital of Motivcom (excluding treasury shares);

-- Ken Brown in respect of his entire holdings of Motivcom Shares, representing approximately 5.15 per cent of the existing issued ordinary share capital of Motivcom (excluding treasury shares); and

-- Marlborough Fund Managers Limited in respect of its entire holdings of Motivcom Shares, representing approximately 1.49 per cent of the existing issued ordinary share capital of Motivcom (excluding treasury shares).

9.4 Therefore, as at the date of this announcement, SMSUK has received irrevocable undertakings to vote in favour of the Scheme Resolution at the Court Meeting and in favour of the Rule 16 Resolution at the General Meeting in respect of a total of 18,557,240 Motivcom Shares, representing, in aggregate, approximately 76.43 per cent of Motivcom's existing issued ordinary share capital (excluding treasury shares and Motivcom Shares held by Nigel Cooper). SMSUK has also received irrevocable undertakings to vote in favour of the Special Resolution at the General Meeting in respect of a total of 21,492,122 Motivcom Shares, representing, in aggregate, approximately 78.97 per cent of Motivcom's existing issued ordinary share capital (excluding treasury shares). All of these irrevocable undertakings will cease to be binding only if the Scheme lapses or is withdrawn and remain binding if a higher competing offer for Motivcom is made.

   9.5        Further details of the irrevocable undertakings are provided in Appendix 3. 
   10.        Conditions

The Scheme will be subject to the conditions and further terms set out in Appendix 1 and the full terms and conditions which will be set out in the Scheme Document.

   11.        Disposal of Zibrant Limited

11.1 As noted in paragraph 5 above, when making its approach to Motivcom, SMSUK confirmed to the Board of Motivcom that it had no strategic interest in Motivcom's subsidiary Zibrant and that it would only proceed with an offer for Motivcom if Motivcom agreed to sell Zibrant.

11.2 Therefore, as noted above, Motivcom has signed an agreement for the sale of its subsidiary, Zibrant, to Zebra 1234 Limited, a company which is wholly-owned by a Motivcom Director, Nigel Cooper, for a total cash consideration of GBP2.924 million (the "Zibrant Sale"), conditional on the sanction of the Scheme by the Court. Zibrant operates Motivcom's primary meetings and events business, and is concerned with operating long-term strategic meeting (venue find) contracts, annually repeating conference and congress programmes and other events such as product launches and incentive travel.

11.3 The former travel division of P&MM Travel Limited ("P&MM") was absorbed into Zibrant on 1 January 2014 and is therefore included in the purchase of Zibrant by Nigel Cooper.

11.4 Prior to completion of the Zibrant Sale, Zibrant will transfer a property owned by it in Derby (the "Derby Property") to Motivcom by way of a dividend in specie at book value. On completion of the Zibrant Sale, Motivcom will enter into a lease with Zebra 1234 Limited in relation to the Derby Property, pursuant to which Zebra 1234 Limited will lease the Derby Property from Motivcom for five years at GBP183,500 per annum. P&MM will also enter into a Transitional Services Agreement with Zibrant, pursuant to which it will agree to provide certain transitional services to Zibrant for a period of twelve months after completion of the Zibrant Sale.

11.5 The Zibrant final results for the year ended 31 December 2013 reported revenue of GBP11.0 million (2012: GBP14.0 million), operating profit of GBP32,000 (2012: GBP152,000) and profit after tax for the period of GBP71,000 (2012: loss of GBP7,000). Included within the operating profit for the year ended 31 December 2013, was GBP128,000 worth of amortisation and one-off impairments of intangible assets, which once added back shows a headline operating profit of GBP160,000. During the same period, the assets of P&MM which were absorbed into Zibrant as described above, generated operating profit of GBP315,000. The aggregate headline operating profit of Zibrant and the travel division of P&MM for the year ended 31 December 2013 was therefore GBP475,000. The SMSUK Offer of 148 pence per Motivcom Share takes into account the proceeds of the Zibrant Sale, which will be retained by Motivcom.

11.6 Nigel Cooper is a director and shareholder of Motivcom. As a result of his shareholding in Motivcom, under Rule 16 of the City Code, the Zibrant Sale will be the subject of the Rule 16 Resolution to be voted on by the Independent Motivcom Shareholders at the General Meeting. Nigel Cooper will be excluded from voting on the Rule 16 Resolution. Nigel Cooper holds 2,934,882 Motivcom Shares, representing 10.78 per cent per cent of Motivcom's existing issued share capital (excluding treasury shares). Nigel Cooper and Zebra 1234 Limited have entered into a letter agreement with SMSUK directing SMSUK to pay GBP2.924 million of the consideration receivable by Nigel Cooper under the Offer directly to Motivcom, to satisfy Zebra 1234 Limited's obligation to pay the purchase price in connection with the Zibrant Sale.

11.7 The Offer is conditional on, amongst other things, the Rule 16 Resolution being passed at the General Meeting which will be held immediately after the Court Meeting.

11.8 SMSUK has received binding irrevocable undertakings to vote in favour of the Rule 16 Resolution in respect of a total of 18,557,240 Motivcom Shares, representing, in aggregate, approximately 76.43 per cent of Motivcom's existing issued share capital (excluding treasury shares and Motivcom Shares held by Nigel Cooper).

11.9 The Zibrant Sale also constitutes a substantial property transaction under section 190 of the Companies Act, and requires approval by Motivcom Shareholders at the General Meeting. This resolution forms part of the Special Resolution.

11.10 As Nigel Cooper is a director of Motivcom, the Zibrant Sale is also classified as a related party transaction for the purposes of the AIM Rules.

11.11 Grant Thornton has advised the Independent Motivcom Directors that the terms of the Zibrant Sale are fair and reasonable in so far as Independent Motivcom Shareholders are concerned. In providing its advice to the Independent Motivcom Directors, Grant Thornton has taken into account the commercial assessments of the Independent Motivcom Directors.

11.12 The Independent Motivcom Directors consider, having consulted with Grant Thornton, the Company's nominated adviser, that the terms of the Zibrant Sale are fair and reasonable in so far as its shareholders are concerned.

   12.        Management, employees and locations of business

12.1 SMSUK attaches great importance to the skills and experience of Motivcom's management and employees. It is SMSUK's intention that the three executive directors of the incentives and rewards business of Motivcom, John Sylvester, Susan Hocken and David Lebond (together, the "Key Managers"), will remain in their current positions following the completion of the Acquisition. In addition, SMSUK has confirmed that, following the completion of the Acquisition, the existing employment rights, including in relation to pension contributions, of all Motivcom employees will be safeguarded and that no material changes to the terms and conditions of Motivcom employees are envisaged.

12.2 As noted above, SMSUK's strategic plans for Motivcom are to integrate Motivcom within the Sodexo Group in order to enhance the Sodexo Group's position as a comprehensive incentives and rewards service provider in the UK and Ireland and to create new opportunities to develop Motivcom's existing offering in other countries where the Sodexo Group operates. SMSUK currently has no intention to change the location of Motivcom's places of business or to redeploy its fixed assets.

12.3 SMSUK is nonetheless aware of UK legislative changes in relation to the provision of tax-free childcare which may affect the existing childcare vouchers businesses of both SMSUK and Motivcom, and which may, accordingly, affect SMSUK's strategic plans for Motivcom and have repercussions on employment. Both SMSUK and Motivcom (acting through certain of its subsidiaries) administer childcare vouchers schemes for employers as part of their respective businesses. In May 2014 the UK government launched a consultation on the implementation of a new tax-free childcare scheme, the results of which were published in July 2014. Following this consultation, and further consultations, the UK government has confirmed that, with effect from Autumn 2015, it is its intention that the new tax-free childcare voucher scheme will be provided only by National Savings & Investments (a government department). The existing schemes will continue, but will not be open to new entrants. Private organisations (such as SMSUK and Motivcom) will, therefore, not be involved with the provision of this new service. Whilst the full effects of this change on the Enlarged Group are uncertain, it is likely that, as a result, the Enlarged Group, will not be involved in the provision of the new tax free childcare programme. This may result in the redeployment (or, where redeployment is not possible, redundancy) of a small number of employees of the Enlarged Group who are currently involved in SMSUK and Motivcom's respective childcare vouchers businesses.

   13.        Deferred consideration

13.1 In order to incentivise the Key Managers to remain as employees of Motivcom following the completion of the Offer, it has been agreed that approximately 13 per cent of the cash consideration that would otherwise have been paid to each Key Manager as consideration under the Offer (the "Deferred Consideration") will be retained by SMSUK and will be paid to the Key Managers in instalments over a period of time.

13.2 Under these arrangements, each Key Manager will forfeit any outstanding Deferred Consideration if, following the Effective Date, they cease to be an employee of Motivcom other than in certain limited circumstances where they are treated as being a "good leaver".

13.3 John Sylvester and David Lebond will receive their Deferred Consideration in three instalments over a two year period, with the first tranche to be paid on the first anniversary of the Effective Date, the second tranche to be paid 18 months after the Effective Date and the final tranche to be paid on the second anniversary of the Effective Date. Susan Hocken will receive all of her Deferred Consideration on the first anniversary of the Effective Date.

13.4 The Deferred Consideration arrangements have been documented by way of deeds of undertaking dated 12 September 2014 between each of the Key Managers and SMSUK.

   14.        Remuneration arrangements

14.1 The only expected change to the Key Managers' remuneration and benefits packages following the completion of the Offer will be that they will cease to be entitled to participate in Motivcom's cash bonus plan. Instead, they will become entitled to participate in the Sodexo Group's own cash bonus plan. In addition, it is expected that, in keeping with employees of the Sodexo Group of corresponding seniority and job description, the maximum percentage of annual salary which each Key Manager is entitled to be paid as a cash bonus will increase from approximately 6.4 per cent to 20 per cent.

14.2 These arrangements (the "Remuneration Arrangements") are intended to operate separately from the Deferred Consideration Arrangements referred to above.

14.3 Grant Thornton has advised the Independent Motivcom Directors that the terms of the Remuneration Arrangements are fair and reasonable in so far as Motivcom Shareholders, other than the Key Managers, are concerned. In providing its advice to the Independent Motivcom Directors, Grant Thornton has taken into account the commercial assessments of the Independent Motivcom Directors.

   15.        Structure of the Offer

15.1 It is intended that the Offer will be effected by means of a Court-sanctioned scheme of arrangement of Motivcom under Part 26 of the Companies Act (including the Capital Reduction under section 641 of the Companies Act).

15.2 The purpose of the Scheme is to provide for SMSUK to become the owner of the entire issued and to be issued ordinary share capital of Motivcom. This is to be achieved by the cancellation of the Scheme Shares and the application of the reserve arising from such cancellation in paying up in full such number of new ordinary shares in Motivcom, which is equal to the number of Scheme Shares so cancelled, and issuing such new Motivcom ordinary shares to SMSUK. In consideration for this, the Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcement. The cancellation of those Scheme Shares and the subsequent issue of new Motivcom Shares to SMSUK will result in Motivcom becoming a wholly-owned subsidiary of SMSUK.

15.3 To become effective, the Scheme must be approved by a majority in number of those Scheme Shareholders entitled to vote and present and voting at the Court Meeting (either in person or by proxy) representing at least 75 per cent in value of the Scheme Shares held by such Scheme Shareholders. In addition, the implementation of the Scheme requires approval by the passing of the Special Resolution at the General Meeting. The Scheme is also conditional on the passing of the Rule 16 Resolution at the General Meeting.

15.4 The Scheme and the Capital Reduction must also be sanctioned by the Court. All Scheme Shareholders are entitled to attend the Court Hearings in person or through counsel to support or oppose the sanctioning of the Scheme. The Scheme and Capital Reduction will only become effective upon delivery to the Registrar of Companies of copies of the Court Orders and (in the case of the Capital Reduction), the statement of capital (and, if the Court so orders for the Capital Reduction to take effect, upon registration by him of the Reduction Court Order and the statement of capital).

15.5 The Scheme will also be subject to certain Conditions and further terms referred to in Appendix 1 to this announcement and to be set out in the Scheme Document.

15.6 SMSUK reserves the right to switch from implementing the Offer by means of a scheme of arrangement under Part 26 of the Companies Act to a Takeover Offer, in accordance with paragraph 8 of Appendix 7 of the Takeover Code, with the consent of the Panel.

15.7 Subject to satisfaction of the Conditions, the Scheme is expected to become effective on or around 20 November 2014. The Offer will lapse if the Scheme does not become effective by 12 March 2015 (or such later date as may, with the consent of the Panel and the Court (in each case, if required), be agreed between SMSUK and Motivcom) (the "Long Stop Date"), provided however that this deadline may be waived by SMSUK.

15.8 Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether they were present or voted at the Court Meeting or the General Meeting and, if they did vote, whether they voted in favour of or against the resolutions proposed at those meetings.

15.9 Further details of the Scheme will be set out in the Scheme Document, together with notices of the Court Meeting and the General Meeting and the accompanying Forms of Proxy, which are expected to be despatched to Motivcom Shareholders as soon as reasonably practicable and in any event before 10 October 2014, unless otherwise agreed with the Panel.

   16.        Motivcom Share Plans

Participants in the Motivcom Share Plans will be contacted regarding the effect of the Offer on their rights under the Motivcom Share Plans in accordance with the terms of the relevant plan rules and appropriate proposals will be made to such participants in due course.

   17.        Financing the Offer

17.1 The consideration payable under the Offer will be funded entirely through the existing cash resources of SMSUK, with no requirement for any funding from third party providers of finance.

17.2 Lazard, as financial adviser to SMSUK, has confirmed that it is satisfied that sufficient resources are available to SMSUK to enable it to satisfy, in full, the cash consideration payable to Motivcom Shareholders under the terms of the Acquisition.

   18.        Delisting of the Motivcom Shares

18.1 It is intended that dealings in Motivcom Shares will be suspended at the Reduction Record Time and that no transfers of Motivcom Shares will be registered after that time. Application will be made to the London Stock Exchange for the cancellation of the admission to trading of the Motivcom Shares to AIM upon or shortly after the Effective Date.

18.2 When the Scheme becomes effective in accordance with its terms, the Motivcom Shares will be cancelled. At that point, share certificates in respect of Motivcom Shares will cease to be valid and entitlements to Motivcom Shares held within the CREST system will be cancelled.

   19.        Offer-related arrangements

19.1 Motivcom and SMSUK entered into a confidentiality agreement on 9 August 2013. Pursuant to this agreement, SMSUK has undertaken, subject to certain exceptions, to keep information relating to Motivcom confidential and not disclose it to third parties and which is in customary form. SMSUK has further agreed not to deal or offer or agree to deal in any securities of Motivcom save in circumstances where an independent third party has announced a firm intention to make an offer for the entire share capital of Motivcom in the manner contemplated by Rule 2.7 of the Takeover Code.

19.2 In addition, SMSUK has entered into the deeds of undertaking with each of the Key Managers, as referred to in paragraph 13.4 above, and a letter agreement with Nigel Cooper and Zebra 1234 Limited, as referred to in paragraph 11.6 above.

   20.        Opening position disclosures and interests

20.1 SMSUK confirms that there are no details required to be disclosed by it under Rule 8.1(a) of the Takeover Code.

   21.        Overseas shareholders

21.1 The availability of the Offer or the distribution of this announcement to Motivcom Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Motivcom Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

   21.2      This announcement does not constitute an offer or invitation to purchase any securities.

21.3 Motivcom Shareholders are advised to read carefully the Scheme Document once it has been dispatched.

   22.        Expected timetable

22.1 The full terms and conditions of the Offer and further details of the Scheme will be contained in the Scheme Document which is currently expected to be posted to Motivcom Shareholders before 10 October 2014, unless otherwise agreed with the Panel.

22.2 Further details on the timetable for implementation of the Scheme will be set out in the Scheme Document, which will also include the notices of the Court Meeting and the General Meeting and specify the necessary actions to be taken by Motivcom Shareholders. It is currently expected that the Court Meeting and General Meeting will be held on or around 31 October 2014.

22.3 If the Scheme does not become effective by the Long Stop Date, the Offer will lapse except where the approval of Motivcom Shareholders at the Court Meeting and General Meeting is obtained before this date, in which case the long stop date for the Offer may be extended to such later date as SMSUK and Motivcom may agree and, if appropriate, the Court may approve.

   23.        Documents on display

Copies of the following documents will be available on the website of Motivcom at www. motivcom.com by not later than 12 noon on 15 September 2014 (being the Business Day following the date of this announcement):

   --            this announcement; 
   --            the deeds of undertaking referred to at paragraph 13.4 above;

-- the letter agreement between Nigel Cooper, Zebra 1234 Limited and SMSUK referred to at paragraph 11.6 above;

-- the irrevocable undertakings referred to at paragraph 9 above and summarised in Appendix 3 to this announcement; and

   --            the confidentiality agreement referred to at paragraph 19.1 above. 
   24.        General

The Offer will be made subject to the Conditions and on the terms set out in Appendix 1 to this announcement and on the further terms and conditions to be set out in the Scheme Document. The Scheme will be governed by English law and subject to the applicable rules and regulations of the London Stock Exchange, the Panel and the Financial Conduct Authority.

Appendix 1 to this announcement contains the conditions to, and certain further terms of, the Offer. The full terms and conditions of the Offer will be set out the Scheme Document. Appendix 2 to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix 3 contains a summary of the irrevocable undertakings given by the Motivcom Directors and by certain Motivcom Shareholders. Appendix 4 contains definitions of certain expressions used in this summary and in this announcement.

Enquiries

 
                                          +33 1 57 75 80 
 Sodexo                                    56 
 Pierre Benaich, Director of Financial 
  Communications 
 
                                          +44 (0)20 7187 
 Lazard, Financial Adviser to SMSUK        2000 
 Alexandra Soto 
 Vasco Litchfield 
 
                                          +44 (0)845 053 
 Motivcom plc                              5529 
 Susan Hocken, Finance Director 
 
 Grant Thornton, Nominated Adviser, 
  Financial Adviser and Rule 3 Adviser    +44 (0)207 383 
  to Motivcom                              5100 
 Philip Secrett 
 Salmaan Khawaja 
 
 Numis Securities Limited, Financial      +44 (0)207 260 
  Adviser and Broker to Motivcom           1000 
 David Poutney, Head of Corporate 
  Broking 
 Lorna Tilbian, Head of Media 
 Nick Westlake, Managing Director, 
  Corporate Finance

Further information

Overseas shareholders

Disclosure requirements of the Takeover Code

Cautionary note regarding forward-looking statements

No profit forecast

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Takeover Code, Motivcom confirms that it has 27,214,324 ordinary shares of 0.5 pence each in issue and admitted to trading on AIM under ISIN GB00B02JH810.

appendix 1

TERMS AND CONDITIONS

CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

Part A

Conditions of the Acquisition

The Acquisition is subject to the following Conditions:

   1.          The Scheme

1.1 The Acquisition is conditional upon the Scheme becoming unconditional and becoming Effective by not later than the Long Stop Date or such later date (if any) as SMSUK and Motivcom may, with the consent of the Panel, agree and (if required) the Court may approve.

   1.2        The Scheme is subject to the following Conditions:

(a) the approval of the Scheme by a majority in number representing not less than 75 per cent in value of the Scheme Shareholders (or, if applicable, the relevant class or classes thereof) 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 any such meeting);

(b) all resolutions required to approve and implement the Scheme as set out in the notice of the General Meeting in this Scheme Document being duly passed by the requisite majorities at the General Meeting (or at any adjournment thereof);

(c) a resolution to approve the Zibrant Sale being duly passed by the Independent Motivcom Shareholders representing more than 50 per cent of the votes cast on the resolution at the General Meeting (or at any adjournment thereof); and

(d) the sanction of the Scheme and the confirmation of the Capital Reduction by the Court, in each case, with or without modification (but subject to any such modification being acceptable to SMSUK and Motivcom) and:

(i) the delivery of a copy of each of the Court Orders and the Statement of Capital to the Registrar of Companies; and

(ii) if the Court so orders, the registration of the Reduction Court Order and the Statement of Capital by the Registrar of Companies.

1.3 In addition, Motivcom and SMSUK have agreed that the Scheme is conditional on the following matters and, accordingly, the necessary actions to make the Acquisition and the Scheme Effective will not be taken unless the following Conditions (as amended, if appropriate) have been satisfied or waived:

   (a)      Third Party intervention

No Third Party having, without the consent or agreement of SMSUK, intervened in any way and there not continuing to be outstanding, any such action, proceeding, suit, investigation, enquiry or reference, and no Third Party having given notice of an intervention having been enacted, made or proposed any statute, regulation, decision or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and there not continuing to be outstanding any statute, regulation, decision or order in each case which would or might be expected to:

(i) make the Acquisition, its implementation or the acquisition or proposed acquisition by SMSUK or any member of the Wider Sodexo Group of any Motivcom Shares or other securities in, or control or management of, Motivcom or any member of the Wider Motivcom Group void, voidable, unenforceable and/or illegal under the laws of any relevant jurisdiction or otherwise, directly or indirectly, prevent, restrain, restrict, prohibit, impede, challenge or delay the same or impose additional material conditions or obligations with respect to the Acquisition or such acquisition, or otherwise challenge, impede or interfere with the Acquisition or such acquisition or require amendment to the terms of the Acquisition or such acquisition;

(ii) require, prevent or delay a divestiture by any member of the Wider Sodexo Group or the Wider Motivcom Group of any of their respective shares or other securities;

(iii) require, prevent, delay or restrict a divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Sodexo Group or by any member of the Wider Motivcom Group, in any such case, of all or any part of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their businesses (or any part thereof) or to own, control or manage, use or operate all or any part of their respective businesses, assets or properties owned by, or the use or operation of which is enjoyed by any of them;

(iv) result in any member of the Wider Sodexo Group or any member of the Wider Motivcom Group ceasing to be able to carry on business, or being restricted in its carrying on of business, under any name and in any manner which it currently does so;

(v) impose any limitation on, or result in a delay in, the ability of any member of the Wider Sodexo Group, directly or indirectly, to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in Motivcom or in any member of the Wider Motivcom Group or, directly or indirectly, to hold or exercise effectively management control or voting control over Motivcom or any member of the Wider Motivcom Group;

(vi) except pursuant to the Acquisition and the Scheme or Part 28 of the Companies Act, require any member of the Wider Sodexo Group or of the Wider Motivcom Group to acquire, or offer to acquire, any shares or other securities (or the equivalent) or interest in any member of the Wider Motivcom Group or any asset, in each case, owned by any third party;

(vii) limit the ability of any member of the Wider Motivcom Group or the Wider Sodexo Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the businesses of any other member of the Wider Sodexo Group or the Wider Motivcom Group;

(viii) require undertakings or assurances to be given by the Wider Sodexo Group, except on terms reasonably satisfactory to SMSUK; or

(ix) otherwise adversely affect any or all of the business, assets, value, profits, financial or trading or regulatory position or prospects or operational performance of any member of the Wider Sodexo Group or the Wider Motivcom Group,

and all applicable waiting and other time periods (including any extension of such periods) during which any Third Party could decide to, or actually, take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or to take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Motivcom Shares or otherwise intervene having expired, lapsed or been terminated.

   (b)      Filings and authorisations

(i) all notifications, filings and applications which are necessary or are considered necessary or appropriate by SMSUK, including such notifications, filings and applications as may be required to be submitted to any Third Parties, having been submitted and all applicable waiting and other time periods (including any extensions of such waiting or other time periods) under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate);

(ii) all authorisations and statutory and regulatory obligations which are necessary or are considered necessary or appropriate by SMSUK in any relevant jurisdiction for or in respect of the Acquisition or its implementation or the acquisition or the proposed acquisition of any shares or other securities (or the equivalent) in, or under the control of, Motivcom or any member of the Wider Motivcom Group by any member of the Wider Sodexo Group or the carrying on by any member of the Wider Motivcom Group of its business having been obtained or complied with (as appropriate) on terms and in a form satisfactory to SMSUK from all Third Parties or from any persons or bodies with whom any member of the Wider Motivcom Group has entered into contractual arrangements and all such authorisations remaining in full force and effect and there being no notice or intimation of any intention having been received by any member of the Wider Sodexo Group or Motivcom or any other member of the Wider Motivcom Group to revoke, withdraw, withhold, suspend, restrict, modify, amend or not to renew such authorisations; and

(iii) there being no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order threatened or issued and being in effect by a court or other Third Party which has the effect of making the Acquisition or any acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Motivcom Group by any member of the Wider Sodexo Group or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the consummation or the approval of the Acquisition or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Motivcom Group by any member of the Wider Sodexo Group.

   (c)       Consequences of the Acquisition

Except as Publicly Announced or Disclosed, there being no provision of any authorisation, arrangement, agreement, licence, permit, lease, franchise or other instrument to which any member of the Wider Motivcom Group is a party or by or to which any such member or any of its respective assets is or may be bound, entitled or be subject or any event or circumstance which, in each case, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Sodexo Group of any shares or other securities (or the equivalent) in, or a change in the control or management of, Motivcom or any other member of the Wider Motivcom Group or otherwise, would or might reasonably be expected to result in:

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

(ii) the rights, liabilities, obligations, interests or business of any member of the Wider Motivcom Group under any such arrangement, agreement, licence, permit, lease, franchise or instrument or the rights, interests or business of any member of the Wider Motivcom Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such rights, business or interests) being or becoming capable of being terminated or adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any member of the Wider Motivcom Group ceasing to be able to carry on business under any name or in any manner under which it presently does so;

(iv) any asset, property or interest of, or any asset the use of which is enjoyed by, any member of the Wider Motivcom Group or the Wider Sodexo Group being disposed of by or charged by or ceasing to be available to any member of the Wider Motivcom Group or (as applicable) the Wider Sodexo Group 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 to any member of the Wider Motivcom Group or (as applicable) the Wider Sodexo Group;

(v) 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 Motivcom Group or the Wider Sodexo Group or any such mortgage, charge or other security interest (whether existing or having arisen) becoming enforced or enforceable;

(vi) the creation, acceleration or assumption of any liabilities (actual, contingent or prospective) by any member of the Wider Motivcom Group or the Wider Sodexo Group other than in the ordinary course of business;

(vii) any member of the Wider Motivcom Group or Wider Sodexo Group being required to repay or repurchase any shares in and/or indebtedness of any member of the Wider Motivcom Group or the Wider Sodexo Group owned by any third party;

(viii) the business, assets, value, financial or trading position, profits, prospects or operational performance or regulatory position of any member of the Wider Motivcom Group or the Wider Sodexo Group being prejudiced or adversely affected; or

(ix) any liability of any member of the Wider Motivcom Group to make any severance, termination, bonus or other payment to any of its directors or other officers,

and no event having occurred which, under any provision of any such authorisation, arrangement, agreement, licence, permit, lease, franchise or other instrument could result in any of the events or circumstances which are referred to in paragraphs 1.3(c)(i) to 1.3.(c)(ix) (inclusive).

   (d)      No corporate action taken since the Accounting Date

Since the Accounting Date (except as Publicly Announced or Disclosed), no member of the Wider Motivcom Group having:

(i) issued or agreed to issue, or authorised or proposed the issue of, additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any such shares out of treasury (other than as between Motivcom and wholly-owned subsidiaries of Motivcom or between the wholly-owned subsidiaries of Motivcom and other than on the exercise of rights to subscribe for Motivcom Shares or pursuant to any options and/or awards granted and the issue of Motivcom Shares on the exercise of options and/or awards granted, under any of the Motivcom Share Incentive Schemes before 12 September 2014 or any shares issued thereafter pursuant to any such options and/or awards);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus issue or other distribution whether payable in cash or otherwise (other than to Motivcom or one of its wholly-owned subsidiaries;

(iii) (save for transactions between members of the Wider Motivcom Group) merged with or demerged from or acquired, disposed of, transferred, mortgaged, charged or granted any security interest over, any body corporate, partnership or business or, other than in the ordinary course of business, acquired or disposed of, or transferred, mortgaged or charged or created any security interest over, any asset or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so;

(iv) (save for transactions between members of the Wider Motivcom Group or transactions carried out by members of the Motivcom Group in the ordinary course of business) issued, authorised or proposed the issue of or made any change in or to any debentures or incurred or increased any indebtedness or become subject to any liability (actual or contingent);

(v) (save for transactions between members of the Wider Motivcom Group) made or authorised or proposed or announced an intention to propose any change in its share or loan capital;

(vi) entered into or varied or authorised or announced or proposed its intention to enter into or vary any contract, transaction, arrangement, reconstruction, amalgamation or commitment (whether in respect of capital expenditure or otherwise) which is of a loss making, long term, unusual or onerous nature or magnitude, or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business or which is or could materially restrict the business or activities of any member of the Wider Motivcom Group;

(vii) entered into any licence or other disposal of intellectual property rights of any member of the Wider Motivcom Group;

(viii) save as agreed by SMSUK, entered into or varied (other than in respect of increases in remuneration required under the terms of the relevant agreement which have been Disclosed) or made any offer (which remains open for acceptance) to enter into or change the terms of any contract, service agreement or arrangement with any director or senior executive (being an employee with a basic salary of GBP100,000 or more) of Motivcom or of any other member of the Wider Motivcom Group;

(ix) entered into, implemented, effected or authorised, proposed or announced its intention to enter into, implement, effect, authorise or propose any reconstruction, amalgamation, commitment (whether in respect of capital expenditure or otherwise), scheme or other transaction or arrangement in respect of itself or another member of the Wider Motivcom Group (other than the Scheme);

(x) (save for transactions between members of the Wider Motivcom Group) entered into, implemented or effected, authorised, proposed or announced its intention to implement or effect any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Acquisition) otherwise than in the ordinary course of business;

(xi) (save for transactions between members of the Wider Motivcom Group) purchased, redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities (or the equivalent) or reduced or made any other change (not referred to in or excluded by paragraph 1.3(d)(i) above) to any part of its share capital;

   (xii)     waived or compromised or settled any claim other than in the ordinary course of business;

(xiii) made any alteration to its memorandum or articles of association or other constitutional documents;

(xiv) taken or proposed any steps or corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made in any such case in relation to the suspension of payments, a moratorium of indebtedness, for its winding up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer or other encumbrancer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xv) been unable, or having admitted in writing that it is unable, to pay its debts or having commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

   (xvi)    made or agreed or consented to: 
   (A)      any material change to:

(aa) the terms of the trust deeds, rules, policy or other governing documents constituting the pension scheme(s) or other retirement or death benefit arrangement established by any member of the Wider Motivcom Group for its directors, former directors, employees, former employees and/or their dependants (a "Relevant Pension Plan");

(bb) the contributions payable to any Relevant Pension Plan or the benefits which accrue, or to the pensions which are payable under any Relevant Pension Plan;

(cc) the basis on which qualification for, or accrual or entitlement to any Relevant Pension Plan, (and benefits thereunder) are calculated or determined;

(dd) the basis upon which the liabilities (including pensions) of any Relevant Pension Plan are funded, valued or made; or

   (ee)    the manner in which the assets of any Relevant Pension Plan are invested;

(B) any change to the trustees or other fiduciary including the appointment of a trust corporation but excluding any appointment of a member nominated trustee in accordance with existing nomination arrangements or one company appointment to fill a trustee vacancy;

   (C)      any change to the employer contributions payable under any Relevant Pension Plan;

(D) the establishment of any new pension scheme or other arrangement for the provision of retirement benefits for its directors, former directors, employees, former employees and/or their dependants outside any Relevant Pension Plan;

(xvii) entered into or proposed to enter into one or more bulk annuity contracts in relation to any Relevant Pension Plan;

(xviii) carried out any act (i) which would or could reasonably be expected to lead to the commencement of the winding up of any Relevant Pension Plan; (ii) which would or might create a material debt owed by an employer to any Relevant Pension Plan; (iii) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Plan; or (iv) which would or might give rise directly or indirectly to a liability in respect of any Relevant Pension Plan arising out of the operation of sections 38 to 56 inclusive of the Pensions Act 2004 in relation to the scheme;

(xix) terminated or made any variation to the terms of any agreement or arrangement between any member of the Wider Motivcom Group and any other person which is material to that member of the Wider Motivcom Group;

(xx) save with the agreement of SMSUK, or changes made by legislation, proposed, agreed to provide or modified the terms of any share option scheme or incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Motivcom Group;

(xxi) save for transactions between members of the Wider Motivcom Group, granted any material lease in respect of any of the property owned by or occupied by it or transferred or otherwise disposed of any such property;

(xxii) entered into any contract, commitment, agreement or arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or authorised or announced any intention to implement or effect or propose, any of the transactions, matters or events referred to in this paragraph 1.3(d); or

(xxiii) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of the shareholders of Motivcom in general meeting in accordance with, or as contemplated by, Rule 21.1 of the City Code.

   (e)      Other events since the Accounting Date

Since the Accounting Date (except as Publicly Announced or Disclosed):

(i) there having been no material adverse change or material deterioration and no event, matter or circumstances having arisen which would be expected to result in any material adverse change or material deterioration in the business, assets, value, financial, trading or regulatory position or profits or prospects or operational performance or legal or regulatory position of the Wider Motivcom Group, taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings or investigation to which any member of the Wider Motivcom Group is or may become a party (whether as plaintiff or claimant or defendant or otherwise) having been threatened, announced or instituted by or against or remaining outstanding against or in respect of any member of the Wider Motivcom Group;

(iii) no enquiry, review or investigation or enforcement proceedings by, or complaint or reference to, any Third Party having been threatened, announced, implemented or instituted or remaining outstanding, by, against or in respect of any member of the Wider Motivcom Group in respect of which, were the outcome to be unfavourable, would have a material adverse effect on the Wider Motivcom Group, taken as a whole;

(iv) no actual, contingent or other liability having arisen, increased, been incurred or become apparent to SMSUK which would be reasonably likely materially and adversely to affect the business, assets, financial, trading or regulatory position or profits or prospects of the Wider Motivcom Group, taken as a whole;

(v) no material increase to an existing claim or no material claim being made, and no circumstance having arisen which is reasonably likely to lead to a material claim being made, under the insurances of any member of the Wider Motivcom Group; or

(vi) no steps having been taken and no omissions having been made which may result in the withdrawal, cancellation, termination or modification of any material licence, permission or authorisation held by any member of the Wider Motivcom Group.

   (f)       Information issues

Except as Publicly Announced or Disclosed, SMSUK not having discovered:

(i) that any financial, business or other information concerning the Wider Motivcom Group Publicly Announced or Disclosed is misleading in any material respect, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not corrected before 12 September 2014 by being Publicly Announced or Disclosed;

(ii) that any member of the Wider Motivcom Group or any partnership, company or other entity in which any member of the Wider Motivcom Group has a significant economic interest but which is not a subsidiary undertaking of any member of the Wider Motivcom Group is subject to any liability, (whether actual, contingent or prospective) which has not been Publicly Announced; or

(iii) any information which adversely affects the import of any information Disclosed at any time.

   (g)      Environmental issues

Save as Publicly Announced or Disclosed, SMSUK not having discovered that:

(i) any past or present member of the Wider Motivcom Group has not complied with any applicable legislation or regulations, notices or other requirements of any jurisdiction or Third Party with regard to environmental matters or the health and safety of any person, or that there has otherwise been any breach of environmental or health and safety law or that there is any environmental condition which, in any case, would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Motivcom Group which in any case is material in the context of the Wider Motivcom Group as a whole; or

(ii) there is, or is likely to be, any liability, whether actual or contingent, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Motivcom Group or any controlled waters under any environmental law or which has or could result in the closure of any property required by any member of the Wider Motivcom Group which in any case is material in the context of the Wider Motivcom Group as a whole.

   (h)      Intellectual Property

No circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider Motivcom Group including:

(i) any member of the Wider Motivcom Group losing its title to any intellectual property material to its business, or any intellectual property owned by the Wider Motivcom Group and material to its business being revoked, cancelled or declared invalid;

(ii) any claim being asserted or threatened by any person challenging the ownership of any member of the Wider Motivcom Group to, or the validity or effectiveness of, any of its intellectual property; or

(iii) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Motivcom Group being terminated or varied.

   (i)       Anti-bribery and Corruption

Save as Publicly Announced or Disclosed, SMSUK not having discovered that:

(i) any member of the Wider Motivcom Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation; or

(ii) any member of the Wider Motivcom Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006.

Part B

Certain further terms of the Acquisition

   2.          Satisfaction of Conditions

2.1 Conditions 1.3(a) to 1.3(i) (inclusive) above must be fulfilled, be determined by SMSUK to be or remain satisfied or (if capable of waiver) be waived by SMSUK by 11.59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, failing which the Scheme shall lapse, unless Motivcom and SMSUK otherwise agree.

2.2 Under Rule 13.5 of the Code, SMSUK may not invoke a condition to the Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to SMSUK in the context of the Acquisition. Conditions 1.1 and 1.2 are not subject to this provision of the Code.

   3.          Right to Waive Conditions

3.1 To the extent permitted by law and subject to the requirements of the Panel, SMSUK reserves the right in its sole discretion (but shall be under no obligation) to waive all or any of the above Conditions, in whole or in part, except the Conditions set out in paragraphs 1.1 and 1.2.

3.2 SMSUK shall be under no obligation to waive (if capable of waiver) to determine, to be or remain satisfied or to treat as satisfied any of the Conditions in paragraphs 1.3(a) to 1.3(i) (inclusive) by a date earlier than the date specified in paragraph 1.1 for the satisfaction thereof, notwithstanding that the other Conditions of the Acquisition may at an earlier date be waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any such Conditions may not be capable of fulfilment.

   4.          Alterations to Conditions

If SMSUK is required by the Panel to make an offer for Motivcom Shares under the provisions of Rule 9 of the City Code, SMSUK and Motivcom may make such alterations to the above Conditions, including the Conditions set out in paragraphs 1.1 and 1.2, as are necessary to comply with the provisions of that Rule.

   5.          Competition Referrals

The Scheme will not proceed if either the European Commission initiates proceedings under Article 6(1)(c) of Council Regulation (EEC) 4064/89 or the Competition and Markets Authority makes a Phase 2 merger reference before the date of the Court Meeting. In such event, none of the Company, SMSUK nor any Motivcom Shareholder will be bound by any term of the Scheme.

   6.          Separate Conditions

Each of the above Conditions shall be regarded as a separate condition and shall not be limited by reference to any other condition.

   7.          Motivcom Shares

7.1 The New Motivcom Shares to be issued to SMSUK in connection with the Scheme will be allotted and issued fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests of any nature whatsoever and together with all rights attaching or accruing to such Motivcom Shares, including (without limitation) voting rights and the right to receive all dividends and other distributions (if any) announced, declared, paid or made after the Effective Date.

7.2 If, prior to the Effective Date, any dividend or other distribution is declared or paid by Motivcom (save for any dividend declared before the Effective Date by any wholly-owned subsidiary of Motivcom to Motivcom or any of Motivcom's wholly-owned subsidiaries), SMSUK reserves the right (without prejudice to any right of SMSUK, with the consent of the Panel, to invoke Condition 1.3(d)(ii) above) to reduce the consideration payable under the Acquisition by the aggregate amount of such dividend or distribution (excluding any associated tax credit).

7.3 If any such dividend or distribution is paid or made before the Effective Date and if SMSUK exercises its rights described in this paragraph 7, any reference in this document to the consideration payable under the Scheme shall be deemed to be a reference to the consideration as so reduced.

7.4 To the extent that such a dividend or distribution has been declared but not paid prior to the Effective Date and such dividend or distribution is cancelled, then the Acquisition Price shall not be subject to change in accordance with this paragraph 7.

7.5 Any exercise by SMSUK of its rights referred to in this paragraph 7 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Scheme.

   8.          Switching to an Offer

8.1 SMSUK reserves the right to elect (subject to the consent of the Panel) to implement the Acquisition of the Motivcom Shares by way of a Takeover Offer in accordance with the City Code (as an alternative to the Scheme) as it may determine in its absolute discretion. In such event, the Acquisition will be implemented by SMSUK and/or a wholly-owned subsidiary of SMSUK on substantially the same terms as those which would apply to the Scheme subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent (or such lesser percentage (being more than 50 per cent) as SMSUK may decide or the Panel may require) of the Motivcom Shares to which such an offer would relate.

8.2 In the event that the Acquisition is implemented by way of a Takeover Offer, the Motivcom Shares acquired under such an offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this document.

   9.          Law

The Acquisition is made on the terms set out in this document and the Forms of Proxy and is subject, amongst other things, to the Conditions and such further terms as may be required to comply with the AIM Rules, the rules of the London Stock Exchange, the rules and guidance promulgated by the Financial Conduct Authority, the provisions of FSMA, the provisions of the City Code and the provisions of the Companies Act. The Scheme will be governed by the laws of England and Wales and subject to the jurisdiction of the English courts.

   10.        Non-UK Resident Motivcom Shareholders

The availability of the Acquisition to Motivcom Shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

appendix 2

SOURCES OF INFORMATION AND BASES OF CALCULATIONS

1. As at the close of business on 11 September 2014, being the last Business Day prior to the date of this announcement, Motivcom had in issue 28,093,659 Motivcom Shares, of which 879,335 were held in treasury.

   2.          The ISIN for Motivcom Shares is GB00B02JH810.

3. The value placed on the issued and to be issued share capital of Motivcom of GBP41 million is based on: (a) 28,093,659 Motivcom Shares in issue, less 879,335 shares held in treasury, on 11 September 2014, being the last Business Day prior to the date of this announcement; and (b) 499,762 options being exercised.

4. The closing share price on 11 September 2014, being the last Business Day prior to the date of this announcement, of Motivcom Shares was 122.5 pence (as sourced from FactSet).

5. Motivcom's average volume weighted share price for the three months ended 11 September 2014 (being the last Business Day prior to the date of this announcement) was 119.7 pence (as sourced from FactSet).

6. Unless otherwise stated, the financial information and other information included in this announcement has been extracted or derived, without material adjustment, from:

(a) in the case of Motivcom, the audited consolidated financial statements for the Motivcom Group for the year ended 31 December 2013;

(b) in the case of SMSUK, the audited consolidated financial statements for SMSUK for the year ended 31 August 2013; and

(c) in the case of Sodexo SA, the audited consolidated financial statements for the year ended 31 August 2013 and the interim financial statements to 28 February 2014.

appendix 3

IRREVOCABLE UNDERTAKINGS

SMSUK has received irrevocable undertakings to vote in favour of the Scheme Resolution at the Court Meeting and in favour of the Rule 16 Resolution to be proposed at the General Meeting in respect of a total of 18,557,240 Motivcom Shares, representing, in aggregate, approximately 68.19 per cent of Motivcom's existing issued ordinary share capital (excluding treasury shares). SMSUK has received irrevocable undertakings to vote in favour of the Special Resolution to be proposed at the General Meeting in respect of a total of 21,492,122 Motivcom Shares, representing, in aggregate, approximately 78.97 per cent of Motivcom's existing issued ordinary share capital (excluding treasury shares).

All of these irrevocable undertakings will cease to be binding only if the Scheme lapses or is withdrawn and remain binding if a higher competing offer for Motivcom is made.

In respect of their entire beneficial holdings in Motivcom, which, in aggregate, amount to 13,325,329 Motivcom Shares, representing approximately 48.96 per cent of the existing issued ordinary share capital of Motivcom (excluding treasury shares), the Independent Motivcom Directors have irrevocably undertaken to vote in favour of the Scheme Resolution to be proposed at the Court Meeting and the Rule 16 Resolution to be proposed at the General Meeting.

In respect of their entire beneficial holdings in Motivcom, which, in aggregate, amount to 16,260,211 Motivcom Shares, representing approximately 59.75 per cent of the existing issued ordinary share capital of Motivcom (excluding treasury shares), the Motivcom Directors have irrevocably undertaken to vote in favour of the Special Resolution to be proposed at the General Meeting.

In addition, SMSUK has received irrevocable undertakings to vote in favour of the Scheme Resolution at the Court Meeting and in favour of the Rule 16 Resolution and the Special Resolution at the General Meeting from certain Motivcom Shareholders. These undertakings are in respect of a total of 5,231,911 Motivcom Shares representing, in aggregate, approximately 19.22 per cent of the existing issued ordinary share capital of Motivcom (excluding treasury shares).

The irrevocable undertakings received are comprised as follows:

Independent Motivcom Directors (in respect of the Scheme Resolution to be proposed at the Court Meeting and the Rule 16 Resolution)

 
                                             % of Motivcom 
                                             Shares in issue 
                     Number of Motivcom    (excluding treasury 
       Name                Shares                shares) 
------------------  -------------------  --------------------- 
  John Sylvester         6,295,195               23.13 
   David Lebond          3,369,641               12.38 
 Susan Ann Hocken        2,551,384                9.38 
   Colin Lloyd*          1,109,109                4.08 
       Total             13,325,329              48.96

* Colin Lloyd's Motivcom Shares are held by Hargreaves Lansdown (Nominees) Limited as nominee.

Motivcom Directors (in respect of the Special Resolution)

 
                                             % of Motivcom 
                                             Share in issue 
                     Number of Motivcom    (excluding treasury 
       Name                Shares                shares) 
------------------  -------------------  --------------------- 
  John Sylvester         6,295,195               23.13 
   David Lebond          3,369,641               12.38 
   Nigel Philip 
       Cooper            2,934,882               10.78 
 Susan Ann Hocken        2,551,384                9.38 
   Colin Lloyd*          1,109,109                4.08 
       Total             16,260,211              59.75

* Colin Lloyd's Motivcom Shares are held by Hargreaves Lansdown (Nominees) Limited as nominee.

Other Motivcom Shareholders

 
                                           % of Motivcom 
                                             Shares in 
                         Number of        issue (excluding 
        Name           Motivcom Shares    treasury shares) 
-------------------  -----------------  ------------------ 
    Nigel Wray*          3,424,988             12.59 
    Ken Brown **         1,401,923             5.15 
-------------------  -----------------  ------------------ 
  Marlborough Fund 
  Managers Limited        405,000              1.49 
-------------------  -----------------  ------------------ 
       Total             5,231,911             19.22

* Nigel Wray's Motivcom Shares are held by Roy Nominees, Vidacos Nominees and Pershing Keen Nominees A/C PSL982 as nominees.

** Ken Brown's Motivcom Shares are held by Jim Nominees A/C Jarvis as nominees.

appendix 4

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

 
 "Acquisition"                the recommended acquisition by 
  or "Offer"                   SMSUK of the entire issued and 
                               to be issued ordinary share capital 
                               of Motivcom, to be effected by 
                               means of the Scheme (or, if SMSUK 
                               elects in accordance with the 
                               condition in paragraph (a) of 
                               Part B of Appendix 1, by means 
                               of a Takeover Offer), subject 
                               to the Conditions 
 "Accounting Date"            31 December 2013 
 "Additional Motivcom         Motivcom Shares issued after 
  Shares"                      the Reduction Record Time pursuant 
                               to the exercise of options and 
                               awards under the Motivcom Share 
                               Plans 
 "Additional Motivcom         holders of Additional Motivcom 
  Shareholders"                Shares 
 "AIM"                        AIM, a market operated by the 
                               London Stock Exchange 
 "AIM Rules"                  the rules and guidance for companies 
                               the shares of which are admitted 
                               to trading on AIM entitled "AIM 
                               Rules for Companies" published 
                               by the London Stock Exchange, 
                               as amended from time to time 
 "Board"                      as the context requires, the 
                               board of directors of Motivcom 
                               or the board of directors of 
                               SMSUK and the terms "Motivcom 
                               Board", "Board of Motivcom", 
                               "SMSUK Board" and "Board of SMSUK" 
                               shall be construed accordingly 
 "Business Day"               any day (excluding any day which 
                               is a Saturday, Sunday or public 
                               holiday in England and Wales) 
                               on which banks in the City of 
                               London are open for general banking 
                               business 
 "Capital Reduction"          the proposed reduction of the 
                               ordinary share capital of Motivcom 
                               provided for in the Scheme under 
                               section 641 of the Companies 
                               Act 
 "Companies Act"              the Companies Act 2006 
 "Conditions"                 the conditions to the implementation 
                               of the Scheme as set out in Appendix 
                               1 to this announcement and to 
                               be set out in the Scheme Document 
 "Court"                      the High Court of Justice in 
                               England and Wales 
 "Court Hearings"             the Scheme Court Hearing and 
                               the Reduction Court Hearing 
 "Court Meeting"              the meeting of Scheme Shareholders 
                               to be convened pursuant to an 
                               order of the Court under Part 
                               26 of the Companies Act for the 
                               purpose of considering and, if 
                               thought fit, approving the Scheme 
                               (with or without amendment) including 
                               any adjournment thereof 
 "Court Orders"               the Scheme Court Order and the 
                               Reduction Court Order 
 "CREST"                      the relevant system, as defined 
                               in the Uncertificated Securities 
                               Regulations 2001 (SI 2011/3755, 
                               as amended), for paperless settlement 
                               of share transfers and the holding 
                               of shares in uncertificated form 
                               (in respect of which Euroclear 
                               UK & Ireland Limited is the operator) 
 "Dealing Disclosure"         has the same meaning as in Rule 
                               8 of the Takeover Code 
 "Disclosed"                  fairly and accurately disclosed 
                               in writing to SMSUK or its advisers 
                               by or on behalf of Motivcom in 
                               connection with the Acquisition 
                               prior to the date of this announcement 
 "Effective"                  the Scheme having become effective 
                               pursuant to its terms 
 "Effective Date"             the date on which the Scheme 
                               becomes Effective 
 "Enlarged Group"             the Motivcom Group and the Sodexo 
                               Group, following the Scheme having 
                               become Effective 
 "Excluded Shares"            any Motivcom Shares registered 
                               in the name of or beneficially 
                               owned by any member of the SMSUK 
                               Group 
 "Forms of Proxy"             the forms of proxy for the Court 
                               Meeting and the General Meeting 
 "General Meeting"            the general meeting (including 
                               any adjournment thereof) of Motivcom 
                               Shareholders to be convened in 
                               connection with the Scheme 
 "Grant Thornton"             Grant Thornton UK LLP, nominated 
                               adviser and adviser to Motivcom 
                               for the purposes of Rule 3 of 
                               the Takeover Code 
 "Independent Motivcom        the Motivcom Directors, excluding 
  Directors"                   Nigel Cooper 
 "Independent Motivcom        the Motivcom Shareholders, excluding 
  Shareholders"                Nigel Cooper 
 "Lazard"                     Lazard & Co., Limited, the financial 
                               adviser SMSUK in relation to 
                               the Offer 
 "London Stock                London Stock Exchange plc 
  Exchange" 
 "Long Stop Date"             12 March 2015 (or such later 
                               date as may, with the consent 
                               of the Panel and the Court (in 
                               each case, if required), be agreed 
                               between SMSUK and Motivcom) 
 "Motivcom"                   Motivcom plc 
 "Motivcom Directors"         the directors of Motivcom 
 "Motivcom Group"             Motivcom and its subsidiary undertakings 
 "Motivcom Shareholders"      the holders of Motivcom Shares 
 "Motivcom Share              the Motivcom plc Company Share 
  Plans"                       Option Scheme, the Motivcom plc 
                               Employees' Share Option Scheme 
                               dated 21 November 2005 and the 
                               Motivcom plc 2005 Inland Revenue 
                               Approved Savings Related Share 
                               Option Scheme dated 4 April 2005; 
 "Motivcom Shares"            the ordinary shares of 0.5 pence 
                               each in the share capital of 
                               Motivcom 
 "Offer Period"               the offer period (as defined 
                               by the Takeover Code) relating 
                               to Motivcom, which commenced 
                               on the date of this announcement 
                               and which will end on the earlier 
                               of the Effective Date and the 
                               date which the Scheme lapses 
                               or is withdrawn in accordance 
                               with its terms 
 "Opening Position            has the same meaning as in Rule 
  Disclosure"                  8 of the Takeover Code 
 "Panel"                      the Panel on Takeovers and Mergers 
 "Publicly Announced"         disclosed in (i) the annual reports 
                               and accounts for Motivcom for 
                               the financial year ended 31 December 
                               2013; or (ii) any announcement 
                               made by or on behalf of Motivcom 
                               to a Regulatory Information Service 
                               prior to the date of this announcement 
 "Reduction Court             the hearing at which the Reduction 
  Hearing"                     Court Order will be sought 
 "Reduction Court             the order of the Court confirming 
  Order"                       the Capital Reduction 
 "Reduction Record            6 p.m., on the Business Day immediately 
  Time"                        preceding the date of the Reduction 
                               Court Hearing 
 "Registrar of                the Registrar of Companies in 
  Companies"                   England and Wales 
 "Regulatory Information      any information service authorised 
  Service"                     from time to time by the Financial 
                               Conduct Authority for the purpose 
                               of disseminating regulatory announcements 
 "Relevant Shares"            the Scheme Shares and the Additional 
                               Motivcom Shares 
 "Relevant Shareholders"      the Scheme Shareholders at the 
                               Reduction Record Time and the 
                               Additional Motivcom Shareholders 
 "Restricted Jurisdictions"   any jurisdiction where local 
                               laws or regulations may result 
                               in a significant risk of civil, 
                               regulatory or criminal exposure 
                               if information concerning the 
                               Offer is sent or made available 
                               to Motivcom Shareholders in that 
                               jurisdiction 
 "Rule 16 Resolution"         the resolution approving the 
                               Zibrant Sale to be proposed at 
                               the General Meeting (or any adjournment 
                               thereof) in accordance with Rule 
                               16 of the Takeover Code 
 "Scheme"                     the scheme of arrangement proposed 
                               to be made under Part 26 of the 
                               Companies Act between Motivcom 
                               and the Scheme Shareholders in 
                               connection with the Offer, the 
                               full terms of which will be set 
                               out in the Scheme Document, with, 
                               or subject to, any amendment, 
                               modification or condition which 
                               Motivcom and SMSUK agree, and 
                               if required, the Court may approve 
                               or impose 
 "Scheme Court                the hearing at which the Scheme 
  Hearing"                     Court Order will be sought 
 "Scheme Court                the order of the Court sanctioning 
  Order"                       the Scheme under section 899 
                               of the Companies Act 
 "Scheme Document"            the formal document to be sent 
                               to Motivcom Shareholders containing, 
                               amongst other things, the Scheme, 
                               the terms and conditions of the 
                               Offer and the notices convening 
                               the Court Meeting and the General 
                               Meeting 
 "Scheme Resolution"          the resolution to be proposed 
                               at the Court Meeting in relation 
                               to the Offer 
 "Scheme Shareholders"        holders of Scheme Shares 
 "Scheme Shares"                       Motivcom Shares: 
                                        (a) in issue as at the date of 
                                        the Scheme Document; 
                                        (b) (if any) issued after the 
                                        date of the Scheme Document and 
                                        on or prior to the Scheme Voting 
                                        Record Time in respect of the 
                                        Court Meeting; or 
                                        (c) (if any) issued after the 
                                        Scheme Voting Record Time in 
                                        respect of the Court Meeting 
                                        but on or prior to the Reduction 
                                        Record Time either on terms that 
                                        the original or any subsequent 
                                        holders thereof shall be bound 
                                        by the Scheme and/or in respect 
                                        of which the original or any 
                                        subsequent holders thereof are, 
                                        or shall have agreed in writing 
                                        to be, bound by the Scheme, 
                                        but excluding (A) in the case 
                                        of references to the "Scheme 
                                        Shares" or "Scheme Shareholders" 
                                        in the context of voting at the 
                                        Court Meeting any Excluded Shares 
                                        in issue at the Scheme Voting 
                                        Record Time and any Motivcom 
                                        Shares held by Nigel Cooper and 
                                        any person acting in concert 
                                        with him and any person acting 
                                        in concert with SMSUK for the 
                                        purposes of the Takeover Code 
                                        at the Scheme Voting Record Time 
                                        and (B) in the case of all other 
                                        references to "Scheme Shares" 
                                        and "Scheme Shareholders" any 
                                        Excluded Shares in issue at the 
                                        Reduction Record Time 
 "Scheme Voting               6.00 p.m. on the day which is 
  Record Time"                 two days before the date of the 
                               Court Meeting and the General 
                               Meeting, or if the Court Meeting 
                               or, if the General Meeting is 
                               adjourned, 6.00 p.m. on the day 
                               which is two days before the 
                               date of such adjourned meeting 
 "SMSUK"                      Sodexo Motivation Solutions U.K. 
                               Limited 
 "SMSUK Directors"            the directors of SMSUK 
 "Sodexo Group"               Sodexo SA and its subsidiary 
                               undertakings 
 "Special Resolution"         the resolution approving the 
                               Scheme to be proposed at the 
                               General Meeting 
 "Takeover Code"              the City Code on Takeovers and 
                               Mergers 
 "Third Party"                any central bank, government, 
                               government department or governmental, 
                               quasi-governmental, supranational, 
                               statutory, regulatory administrative, 
                               fiscal, or investigative body, 
                               authority (including any national 
                               anti-trust or merger control 
                               authority), court, trade agency, 
                               association, institution or professional 
                               or environmental body, private 
                               body, employee representative 
                               body or any other person or body 
                               whatsoever in any relevant jurisdiction 
                               (including the London Stock Exchange, 
                               Financial Conduct Authority, 
                               Prudential Regulation Authority, 
                               the Panel and Her Majesty's Revenue 
                               and Customs) and, for the purposes 
                               of the Conditions, a Third Party 
                               shall be regarded as having "intervened" 
                               if it has taken, instituted, 
                               implemented or threatened any 
                               action, proceeding, suit, investigation 
                               or enquiry or reference, or made, 
                               enacted or proposed any statute, 
                               regulation, decision or order, 
                               and "intervene" shall be construed 
                               accordingly 
 "Takeover Offer"             has the meaning given to it in 
                               Part 28 of the Companies Act 
 "United Kingdom"             the United Kingdom of Great Britain 
                               and Northern Ireland 
 "Wider Motivcom              Motivcom and its subsidiary undertakings 
  Group"                       and associated undertakings and 
                               any other undertaking, partnership, 
                               company or joint venture in which 
                               Motivcom and/or such subsidiary 
                               or associated undertakings (aggregating 
                               their interests) have a substantial 
                               interest, but excluding any member 
                               of the Sodexo Group 
 "Wider Sodexo                Sodexo SA and its subsidiary 
  Group"                       undertakings and associated undertakings 
                               and any other undertaking or 
                               partnership, company or joint 
                               venture in which Sodexo SA and/or 
                               such subsidiary or associated 
                               undertakings (aggregating their 
                               interests) have a substantial 
                               interest, but excluding any member 
                               of the Motivcom Group 
 "Zibrant"                    Zibrant Limited 
 "Zibrant Sale"               the sale of Zibrant to Zebra 
                               1234 Limited for a total cash 
                               consideration of GBP2.924 million

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds sterling", "Sterling", "GBP", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "EUR" and "euro" are to the official currency of the European Union's member states.

Unless otherwise stated, all times referred to in this announcement are references to the time in London.

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

Reference to the singular shall include the plural and vice versa.

- ENDS -

This information is provided by RNS

The company news service from the London Stock Exchange

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