REG - McKay Securities Workspace Grp PLC - Result of Meeting

WorkspaceAnnouncement

27/04/2022 15:45

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RNS Number : 5774J  McKay Securities Plc  27 April 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

27 April 2022

RECOMMENDED OFFER

for

MCKAY SECURITIES PLC

by

WORKSPACE GROUP PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

RESULTS OF COURT MEETING AND GENERAL MEETING

On 2 March 2022, the boards of directors of McKay Securities Plc ("McKay" or
the "Company") and Workspace Group PLC ("Workspace") announced that they had
reached agreement on the terms and conditions of a recommended cash and share
offer to be made by Workspace for the entire issued, and to be issued,
ordinary share capital of McKay (the "Acquisition"), to be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(the "Scheme").

The circular in relation to the Scheme, including the notices convening the
Court Meeting and the General Meeting in connection with the Acquisition, was
published on 29 March 2022 (the "Scheme Document"). Capitalised terms used in
this announcement (the "Announcement") shall, unless otherwise defined, have
the same meanings as set out in the Scheme Document. All references to times
in this Announcement are to London, United Kingdom times unless stated
otherwise.

McKay is pleased to announce that, at the Court Meeting and General Meeting
held earlier today in connection with the Acquisition:

(A)        the requisite majority of Scheme Shareholders voted to approve the Scheme at the Court Meeting; and
(B)        the requisite majority of McKay Shareholders voted to pass the Special Resolution to implement the Scheme, including the amendment of McKay's articles of association, at the General Meeting.

Details of the resolutions proposed and passed are set out in the notices of
the Court Meeting and the General Meeting contained in the Scheme Document.

Voting results of the Court Meeting

The table below sets out the results of the poll conducted at the Court
Meeting. Each Scheme Shareholder present (whether in person or by proxy) was
entitled to one vote per Scheme Share held at the Voting Record Time.

 Results of Court Meeting  Scheme Shares voted     Scheme Shareholders who voted**     No. of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at
                                                                                       the Court Meeting*
                           Number      %*          Number            %*
 FOR                       69,233,518  99.89       185               98.40             76.85
 AGAINST                   75,290      0.11        5                 2.66              0.08
                           69,308,808  100.00      188               101.06            76.93

 TOTAL

 

* All percentages rounded to two decimal places.

** Where a Scheme Shareholder has cast some of their votes "for" and some of
their votes "against" the resolution, such Scheme Shareholder has been counted
as having voted both "for" and "against" the resolution for the purposes of
determining the number of Scheme Shareholders who voted as set out in this
column.

Voting results of the General Meeting

The table below sets out the results of the poll conducted at the General
Meeting. Each McKay Shareholder present (whether in person or by proxy) was
entitled to one vote per McKay Share held at the Voting Record Time.

 Special Resolution                                                            Votes FOR**         Votes AGAINST     Total votes  Votes WITHHELD***
                                                                               Number      %*      Number   %*       Number       Number
 Authorisation of directors to carry the Scheme into effect and amendments to  68,018,896  99.89   72,768   0.11     68,091,664   4,510
 the Articles of Association

* All percentages rounded to two decimal places.

** Includes discretionary votes.

*** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the Special Resolution.

The total number of McKay Shares in issue at the Voting Record Time was
90,089,313 and no shares were held in treasury. Consequently, the total number
of voting rights in McKay as at the Voting Record Time were 90,089,313.

A copy of the Special Resolution passed at the General Meeting will shortly be
submitted to the National Storage Mechanism and will be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Expected Timetable

The outcome of today's Court Meeting and General Meeting means that Conditions
2(a) and 2(b) (as set out in Part III of the Scheme Document) have been
satisfied. The Scheme remains subject to the satisfaction or (where
applicable) waiver of the remaining Conditions and further terms set out in
the Scheme Document, including the Court sanctioning the Scheme at the Court
Sanction Hearing.

The expected timetable of principal events remains as set out on pages 14 and
15 of the Scheme Document and is set out below. The dates are indicative only
and are subject to change. The dates will depend, among other things, on the
date on which: (i) the Conditions are satisfied or, if applicable, waived;
(ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to
the Registrar of Companies. The Court Sanction Hearing is currently expected
to be held on 4 May 2022 and, if the Court's sanction is obtained, the Scheme
is expected to become Effective (and the Acquisition to complete) on 6 May
2022.

Any revisions or changes to the dates and/or times in the expected timetable
of principal events will be notified to McKay Shareholders by announcement
through the Regulatory Information Service of the London Stock Exchange, with
such announcement being made available on McKay's website at
http://www.mckaysecurities.plc.uk (http://www.mckaysecurities.plc.uk) .

 

[Remainder of page intentionally left blank]

 

 Event                                                                            Time and/or date
 Court Sanction Hearing                                                           4 May 2022
 Last day for dealings in, and for the registration of transfer of, McKay         5 May 2022
 Shares
 Scheme Record Time                                                               6.00 p.m. on 5 May 2022
 Disablement of CREST in respect of McKay Shares                                  6.00 p.m. on 5 May 2022
 Suspension of dealings in McKay Shares                                           by 7.30 a.m. on 6 May 2022
 Effective Date of the Scheme                                                     6 May 2022
 Cancellation of listing of McKay Shares                                          by 7.30 a.m. on 9 May 2022
 New Workspace Shares to be issued                                                by 8.00 a.m. on 9 May 2022
 Admission of New Workspace Shares to the Official List with a premium listing    by 8.00 a.m. on 9 May 2022
 and commencement of dealings in New Workspace Shares on the London Stock
 Exchange
 Crediting of New Workspace Shares to CREST accounts                              as soon as possible after

8:00 a.m. on 9 May 2022
 Latest date for CREST accounts to be credited with New Workspace Shares (and,    20 May 2022
 if applicable, for share certificates in respect of New Workspace Shares to be
 issued)
 Latest date for despatch of cheques and crediting of share accounts and          20 May 2022
 processing electronic transfers for cash consideration due under the Scheme
 Long Stop Date ((1))                                                             2 October 2022
 (1)           This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as may be agreed by McKay and Workspace (with the Panel's consent and as the Court may approve (if such consent and/or approval is required)) or if the Panel requires an extension to the Long Stop Date pending final determination of an issue under section 3(g) of Appendix 7 of the Takeover Code.

 

 

Enquiries:

 McKay
 Simon Perkins, Chief Executive Officer                           +44 118 950 2333

 Giles Salmon, Chief Financial Officer
 Rothschild & Co (Sole Financial Adviser to McKay)
 Alex Midgen                                                      +44 20 7280 5000

 Sam Green

 Jake Shackleford
 Stifel Nicolaus Europe Limited (Corporate Broker to McKay)
 Mark Young                                                       +44 20 7710 7600

 Stewart Wallace

 Jack McAlpine
 FTI Consulting (PR Adviser to McKay)
 Dido Laurimore                                                   +44 7801 654 424

 Ellie Sweeney

 Workspace
 Graham Clemett, Chief Executive Officer                          +44 20 7138 3300

 Dave Benson, Chief Financial Officer

 Paul Hewlett, Director of Strategy & Corporate Development

 Clare Marland, Head of Corporate Communications
 J.P. Morgan Cazenove (Sole Financial Adviser and Corporate Broker to
 Workspace)
 Matt Smith                                                       +44 20 7742 4000

 Jonty Edwards

 Paul Pulze
 Finsbury (PR Adviser to Workspace)
 Chris Ryall                                                      +44 20 7251 3801

 Guy Lamming

Slaughter and May is acting as legal adviser to McKay in connection with the
Acquisition.

Herbert Smith Freehills LLP is acting as legal adviser to Workspace in
connection with the Acquisition.

 

 

Important notice

This Announcement is for information purposes only and is not intended to and
does not and is not intended to constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or approval in
relation to the Acquisition or the Scheme or otherwise, in any jurisdiction in
which such offer, invitation or solicitation is unlawful.

The Acquisition will be implemented solely pursuant to the terms of the Scheme
Document (or, in the event that the Acquisition is to be implemented by means
of a Takeover Offer, the offer document), which, together with the Forms of
Proxy, will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any decision
by McKay Shareholders in respect of, or other response to, the Acquisition
(including any vote in respect of the Resolutions to approve the Acquisition,
the Scheme or related matters), should be made only on the basis of the
information contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document).

This Announcement does not constitute a prospectus or prospectus-equivalent
document.

Disclaimers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA in the United Kingdom, is acting as
financial adviser exclusively for McKay and no one else in connection with the
matters described in this Announcement and will not be responsible to anyone
other than McKay for providing the protections afforded to clients of
Rothschild & Co nor for providing advice in connection with any matter
referred to herein. Neither Rothschild & Co nor any of its affiliates (nor
their respective directors, officers, employees or agents) owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Rothschild & Co in connection with this Announcement, any
statement contained herein, the Acquisition or otherwise. No representation or
warranty, express or implied, is made by Rothschild & Co as to the
contents of this Announcement.

Stifel, which is authorised and regulated by the FCA in the United Kingdom, is
acting as corporate broker exclusively for McKay and no one else in connection
with the matters set out in this Announcement and will not regard any other
person as its client in relation to such matters and will not be responsible
to anyone other than McKay for providing the protections afforded to clients
of Stifel, nor for providing advice in relation to any matter referred to in
this Announcement.

J.P. Morgan Cazenove, which is authorised in the United Kingdom by the PRA and
regulated in the United Kingdom by the PRA and the FCA, is acting as financial
adviser exclusively for Workspace and no one else in connection with the
matters set out in this Announcement and will not regard any other person as
its client in relation to the matters set out in this Announcement and will
not be responsible to anyone other than Workspace for providing the
protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor
for providing advice in relation to the contents of this Announcement or any
other matter referred to herein.

 

No person has been authorised to give any information or make any
representations other than those contained in this Announcement and, if given
or made, such information or representations must not be relied upon as having
been authorised by McKay, the McKay Directors, Workspace, the Workspace
Directors or by Rothschild & Co, Stifel or J.P. Morgan Cazenove or any
other person involved in the Acquisition. Neither the publication of this
Announcement nor holding the Meetings, the Court Sanction Hearing, or filing
the Court Order shall, under any circumstances, create any implication that
there has been no change in the affairs of the McKay Group or the Workspace
Group since the date of this Announcement or that the information in, or
incorporated into, this Announcement is correct as at any time subsequent to
its date.

Overseas Shareholders

This Announcement has been prepared for the purposes of complying with English
law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance
and Transparency Rules and the Listing Rules 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 jurisdictions outside England
and Wales.

The availability of the Acquisition to McKay Shareholders who are not resident
in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. Any
failure to comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

Unless otherwise determined by Workspace or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction. Copies of this
Announcement and any formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is implemented (with
the consent of the Panel and subject to and in accordance with the terms of
the Cooperation Agreement) by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in or into, or by the use of mails or any means
or instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.

The Acquisition shall be subject to, among other things, the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange and
the FCA.

Additional Information for US investors

The Acquisition relates to shares in an English company and is proposed to be
made by means of a scheme of arrangement under English company law. US McKay
Shareholders should note that the Scheme relates to the shares of an English
company and will be governed by English law. Neither the US proxy solicitation
rules nor the tender offer rules under the US Exchange Act will apply to the
Acquisition and the Scheme. Moreover, the Acquisition and the Scheme are
subject to the disclosure requirements and practices applicable in England to
schemes of arrangement, which differ from the disclosure requirements of the
US proxy solicitation rules and tender offer rules.

Any financial information included in documentation relating to the
Acquisition has been prepared in accordance with accounting standards
applicable in the UK and may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US. If Workspace were to
elect (with the consent of the Panel and subject to and in accordance with the
terms of the Cooperation Agreement) to implement the Acquisition by means of a
Takeover Offer and determines to extend the offer into the United States, such
Takeover Offer would be made in compliance with all applicable United States
laws and regulations. Such a Takeover Offer would be made in the United States
by Workspace and no one else.

This Announcement does not, nor is it intended to, constitute or form part of
any offer or invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any vote or
approval in relation to the Acquisition or the Scheme or otherwise, in any
jurisdiction in which such offer, invitation or solicitation is unlawful.

Neither the SEC nor any securities commission of any state of the US nor any
other US regulatory authority has approved the Acquisition, passed upon the
fairness of the Acquisition or passed upon the adequacy or accuracy of this
Announcement. Any representation to the contrary is a criminal offence in the
US.

In accordance with the Takeover Code and normal UK practice, and pursuant to
Rule 14e-5(b) of the US Exchange Act (were the Acquisition to be implemented
by way of a Takeover Offer), (a) Workspace or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of McKay outside of the
US, other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn;
and (b) Stifel and its affiliates will continue to act as exempt principal
traders in McKay securities on the London Stock Exchange. If purchases or
arrangements to purchase were to be made as contemplated by clause (a) of this
paragraph, they would occur either in the open market at prevailing prices or
in private transactions at negotiated prices, and any information about such
purchases or arrangements to purchase would be disclosed as required in the
UK, would be reported to a Regulatory Information Service and would be
available on the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) . Purchases contemplated by clause (b) of
this paragraph that are required to be made public in the United Kingdom
pursuant to the Takeover Code would be reported to a Regulatory Information
Service and would be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) . Information
would also be publicly disclosed in the United States to the extent that such
information is made public in the United Kingdom.

The receipt of cash and shares by a US McKay Shareholder as consideration for
the transfer of its McKay Shares pursuant to the Acquisition will likely be a
taxable transaction for United States federal income tax purposes and may also
be a taxable transaction under applicable state and local tax laws, as well as
foreign and other tax laws. Each US McKay Shareholder is urged to consult
their independent professional tax adviser immediately regarding the tax
consequences of the Acquisition applicable to them, including under applicable
United States state and local, as well as overseas and other, tax laws.

McKay and Workspace are each organised under the laws of England. Some or all
of the officers and directors of McKay and Workspace are residents of
countries other than the United States. It may not be possible to sue McKay or
Workspace or their respective directors or officers in a non-US court for
violations of US securities laws. It may be difficult to compel McKay,
Workspace and/or their respective affiliates, directors and officers to
subject themselves to the jurisdiction and judgment of a US court.

Information on New Workspace Shares

The New Workspace Shares have not been and will not be registered under the US
Securities Act, or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. It is expected that the New Workspace Shares will be issued in
reliance upon the exemption from the registration requirements of the US
Securities Act of 1933 (as amended) provided by Section 3(a)(10) thereof. For
the purpose of qualifying for the exemption provided by Section 3(a)(10) of
the US Securities Act, Workspace will advise the Court that its sanctioning of
the Scheme will be relied on by Workspace for purposes of a Section 3(a)(10)
exemption following a hearing on the fairness of the Scheme to McKay
Shareholders.

The New Workspace Shares to be issued pursuant to the Scheme have not been and
will not be registered under the relevant securities laws of Japan. The
relevant clearances in relation to the New Workspace Shares have not been, and
will not be, obtained from the securities commission of any province of
Canada. No prospectus in relation to the New Workspace Shares has been, or
will be, lodged with, or registered by, the Australian Securities and
Investments Commission. Accordingly, the New Workspace Shares are not being,
and may not be, offered, sold, resold, delivered or distributed, directly or
indirectly in or into a Restricted Jurisdiction or any other jurisdiction if
to do so would constitute a violation of relevant laws of, or require
registration thereof in, such jurisdiction (except pursuant to an exemption,
if available, from any applicable registration requirements or otherwise in
compliance with all applicable laws).

Applications will be made by Workspace to the FCA for the New Workspace Shares
to be admitted to the Official List with a premium listing and to the London
Stock Exchange for the New Workspace Shares to be admitted to trading on the
London Stock Exchange's Main Market for listed securities. On the basis of the
Expected Timetable of Principal Events (as set out in the Scheme Document and
this Announcement), it is expected that Admission will become effective and
unconditional dealing in the New Workspace Shares on the London Stock
Exchange's Main Market for listed securities will commence from 8.00 a.m. on 9
May 2022.

Forward-looking statements

This Announcement, oral statements made regarding the Acquisition, and other
information published by Workspace and McKay contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Workspace and McKay
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. The forward-looking
statements contained in this Announcement may include statements relating to
the expected effects of the Acquisition on Workspace and McKay, the expected
timing of the Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects" or "does not expect", "is
expected", "is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Although Workspace and McKay believe that the
expectations reflected in such forward-looking statements are reasonable,
Workspace and McKay can give no assurance that such expectations will prove to
be correct. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors which could cause
actual results and developments to differ materially from those expressed or
implied by such forward looking statements, including, among others the
enactment of legislation or regulation that may impose costs or restrict
activities; the re-negotiation of contracts or licences; fluctuations in
demand and pricing in the commercial property industry; changes in government
policy and taxations; changes in political conditions, economies and markets
in which Workspace and McKay operate; changes in the markets from which
Workspace and McKay raise finance; the impact of legal or other proceedings;
changes in accounting practices and interpretation of accounting standards
under IFRS; changes in interest and exchange rates; industrial disputes; war
and terrorism. These forward-looking statements speak only as at the date of
this Announcement.

Other unknown or unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Such forward-looking
statements should therefore be construed in the light of such factors. Neither
Workspace nor McKay, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward-looking
statements in this Announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including under the
Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA),
neither Workspace nor McKay is under any obligation, and Workspace and McKay
expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
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% 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(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a 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 (http://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.

Publication on a website

This Announcement and the documents required to be published pursuant to Rule
26 of the Takeover Code, shall be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
McKay and Workspace's websites at www.mckaysecurities.plc.uk
(http://www.mckaysecurities.plc.uk)  and
www.workspace.co.uk/investors/investor-centre/recommended-offer-for-mckay-securities-plc
(http://www.workspace.co.uk/investors/investor-centre/recommended-offer-for-mckay-securities-plc)
respectively. For the avoidance of doubt, the content of these websites is not
incorporated into and do not form part of this Announcement.

Right to request hard copies

In accordance with Rule 30.3 of the Takeover Code, McKay Shareholders, persons
with information rights and participants in the McKay Share Plans may request
a hard copy of this Announcement, the Scheme Document or information
incorporated into the Scheme Document by reference to another source, free of
charge, by contacting McKay's Registrars, Equiniti, either in writing to
Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United
Kingdom, or by calling +44 (0)371 384 2050, stating their name and the address
to which the hard copy should be sent. Please use the country code when
calling from outside the UK. Calls outside the UK will be charged at the
applicable international rate. Lines are open between 8.30 am and 5.30 pm
Monday to Friday excluding public holidays in England and Wales. Different
charges may apply to calls from mobile telephones. Please note that calls may
be monitored or recorded and Equiniti cannot provide advice on the merits of
the Acquisition or the Scheme or give any financial, legal or tax advice.

For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be sent in hard copy form, again by contacting the
Shareholder Helpline using the foregoing details.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by McKay Shareholders, persons with information rights
and other relevant persons for the receipt of communications from McKay may be
provided to Workspace, members of the Workspace Group and/or their respective
advisers during the Offer Period as required under Section 4 of Appendix 4 of
the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

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