St Mark Homes plc – Offer for St Mark Contracts Ltd

This  announcement  is not for release, publication or distribution in whole or in part in or into the  United States, Canada, Australia, Japan or the Republic of Ireland.

Summary 

The Boards of St Mark Homes PLC (SMH) and St Mark Contracts Limited (SMC)  announce  that they have reached agreement on the terms of a recommended all share offer to be made by St Mark Homes PLC  for the whole of the issued ordinary share capital of St Mark Contracts Limited.

    --  The Offer will be one new SMH Share for every SMC Share held.

Since the Board of SMH and SMC overlap those directors sitting on both boards have not participated in the Board’s deliberations of the Offer. The terms have been considered by the independent directors of SMH, John Connolly, and SMC, Michael Chicken. They have concluded that the terms of the Offer are fair and reasonable and in the best interests of Shareholders as a whole and recommend that Shareholders should accept it.

The Offer will be made subject to the conditions and further terms of the Offer set out in the Offer document and the Form of Acceptance which are available for download, together with a Circular for SMH shareholders, from the company website – www.stmarkhomes.co.uk.

The Offer is also conditional on resolutions to be proposed at a SMH GM on 19 July being duly passed.

Related Party Transaction (ISDX Rule 55)

The Board (and associates) have given undertakings to support the Offer at the SMH GM and to accept the Offer in respect of their shares in SMC representing in aggregate approximately 40.55 percent of the issued share capital of SMC.  The individual interests of directors are detailed below.

The interests of the directors of SMC, their immediate families and (so far as the directors of SMC are aware) connected persons (within the meaning of section 346 of the Act) in the share capital of SMC as at 16 June 2016, all of which are beneficial, which have been notified to SMC pursuant to sections 324 and 328 of the Act and are required to be entered in the register referred to in section 325 of the Act are as follows:

Director                            Number of SMC Shares % of Share Capital

Bernard Tansey                                    87,500               11.3

Companies related to Bernard Tansey              194,000                 25

Family of Barry Tansey                            10,000                1.3

Sean Ryan                                         12,500                1.6

Family of Sean Ryan                               10,000                1.3

Michael Chicken                                      NIL                  -

William Gair                                         NIL                  -

As at the close of business on 16 June 2016 (the last practicable date prior to publication of this announcement), the interests of the directors of SMH, their immediate families and (so far as the directors are aware, having made due and careful enquiry) connected persons (within the meaning of section 346 of the Act) in the share capital of SMH, all of which are beneficial unless stated otherwise, which have been notified to SMH pursuant to the Act and are required to be entered in the register referred to in the Act were as follows:

Director                 Number of SMH Existing Shares % of Share Capital

Bernard Tansey                                 278,750                9.4

Family of Bernard Tansey                       167,285                5.6

Barry Tansey                                    72,750                2.5

Sean Ryan                                       72,250                2.4

Family of Sean Ryan                              6,000                0.2

Family of William Gair                          11,000                0.4

The SMH Directors accept responsibility for the information contained in this announcement.   To the best of the knowledge and belief of the SMH Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.