MOTIVCOM : Publication and posting of Scheme Document

On 12 September 2014, 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") announced that they had 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 being effected by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Accordingly, Motivcom announces that it is today posting to Motivcom Shareholders a circular relating to the Offer (the "Scheme Document"), containing, amongst other things, the full terms and conditions of the Scheme, notices convening the Court Meeting and General Meeting, an explanatory statement, an expected timetable of principal events and details of the actions to be taken by Motivcom Shareholders.

As further detailed in the Scheme Document, to become effective, the Scheme will require, amongst other things, the approval of the Scheme Shareholders at the Court Meeting and the passing of a special resolution at the General Meeting. Notices convening the Court Meeting and the General Meeting, respectively, for 11.00 a.m. on 31 October 2014 and 11.30 a.m. on 31
October 2014 (or as soon thereafter as the Court Meeting is concluded or adjourned) to be held at the offices of Bird & Bird LLP, 15 Fetter Lane, London EC4A 1JP, are contained in the Scheme Document. The relevant Forms of Proxy for such meetings have also been sent together with the Scheme Document.
The expected timetable of principal events is attached as an Appendix to this announcement. If there is any change to any of these key dates, an announcement will be made through a Regulatory Information Service.
All references to time in this announcement are to UK time. Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Scheme Document.

The Scheme Document will today (1/10/14) be made available on Motivcom's website at www.motivcom.comand will be posted today to all Motivcom Shareholders. Additional copies of the Scheme Document are available by contacting Share Registrars Limited on +44 (0)1252821390 or by submitting a request in writing to Motivcom's Registrars, Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL.

Details of the Meetings to be held and the action to be taken in respect of the Scheme are set out in the section entitled "Action to be taken by Motivcom Shareholders", starting on page 18 of the Scheme Document. Motivcom Shareholders will find accompanying the Scheme Document a BLUE Form of Proxy for use at the Court Meeting and a WHITE Form of Proxy for use at the General Meeting.
Whether or not they intend to be present at either Meeting, Motivcom Shareholders are urged to complete, sign and return both the BLUE Form of Proxy for the Court Meeting and the WHITE Form of Proxy for the General Meeting in accordance with the instructions printed on the respective forms.
It is important that as many votes as possible are cast, either in person or by proxy, so that the court can be satisfied that there is a fair and reasonable representation of Relevant Shareholder opinion. Motivcom Shareholders are therefore strongly urged to exercise their rights by completing the forms of proxy applicable to them or by attending the meetings and voting in person.
If the BLUE Form of Proxy for the Court Meeting is not lodged by 11.00 a.m. on 29 October 2014, it may be handed to the Registrar, Share Registrars Limited, on behalf of the Chairman of the Court Meeting, before the start of the Court Meeting.
However, the WHITE Form of Proxy for the General Meeting must be received by the Registrar by
11.30 a.m. on 29 October 2014 in order for it to be valid or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting.
If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the day which is two Business Days before the date fixed for the adjourned meeting.
The General Meeting will commence at 11.30 a.m. on 31 October 2014 or, if later, as soon thereafter as the Court Meeting has been concluded or adjourned.

It is expected that the last day of dealings in, and for registration of transfers of, Motivcom Shares will be the day before the Reduction Court Hearing and, at 7.30 a.m. on the day of the Reduction Court Hearing, the trading of Motivcom Shares on AIM will be suspended.
Prior to the Scheme becoming effective, application will be made to the London Stock Exchange for the admission to trading on AIM of the Motivcom Shares to be cancelled at 7.00 a.m. on 21
November 2014.
If the Scheme becomes effective, SMSUK (and/or its nominee(s)) will acquire New Motivcom Shares fully paid and free from all liens, charges, options, equitable interests, encumbrances, rights of pre-emption, rights of set-off and any other third party rights or interests of any nature whatsoever and together with all rights now or hereafter attaching or accruing to them, including (without limitation) 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 Effective Date.

Susan Hocken, Finance Director

+44 (0)207 383 5100
Philip Secrett Salmaan Khawaja Jamie Barklem
Vasu Majumdar

+44 (0)207 260 1000
David Poutney, Head of Corporate Broking
Lorna Tilbian, Head of Media
Nick Westlake, Managing Director, Corporate Finance

Pierre Benaich, Director of Financial Communications

Alexandra Soto
Vasco Litchfield

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).
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.
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.

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.

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.

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.

(1) These times and dates are indicative only and will depend, among other things, on the date upon which (i) the Court sanctions the Scheme: (ii) the Court confirms the associated Capital Reduction; and (iii) the Court Orders and the Statement of Capital are delivered to the Registrar of Companies and, if the Court so orders, when the Reduction Court Order and the Statement of Capital are registered by him.

(2) The Long Stop Date is the latest date by which the Scheme may become Effective unless Motivcom and

SMSUK agree, with the consent of the Panel and if the Court permits, a later date.

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