(MBK.L) Millbrook Scientific Instruments PLC Buy/Sell

The Board has considered other options with a view to returning value to Shareholders whilst the Company maintains its AIM Admission. The Board believes, however, that given the current financial climate it is likely to be difficult to sell all or part of the Group at a valuation which adequately values the underlying business or is sensible in relation to the expected associated costs of such a transaction.

With this in mind, the Board has decided to propose the cancellation of admission to trading on AIM of the Ordinary Shares in order to focus on continuing to grow the inherent value of the Company. It is also carrying out a strategic review to consider how to best maximise Shareholder value and enhance the Company's ability to meet the needs of its customers.

The Directors' intention is that the Company should remain a public but unlisted company.

2. Effect of the Proposed Cancellation on Shareholders

The principal effects of the proposed Cancellation would be that:
(a) there would no longer be a formal market mechanism enabling the Shareholders to trade their shares on AIM or any other market or tracking exchange;

(b) the Company would not be bound to announce material events, administrative charges or material transactions nor to announce interim or final results;
(c) the Company would no longer be required to comply with any of the additional specific corporate governance requirements for companies admitted to trading on AIM; and

(d) the Company will no longer be subject to the AIM Rules and Shareholders will no longer be required to vote on certain matters as provided in the AIM Rules.

The Board will, however, continue to: (a) post information relating to the Company on its website at www.millbrook-instruments.com (although if the Resolution to change the name of the Company is passed, the website will be changed to www.micromaterialsholdings.co.uk); (b) hold general meetings in accordance with the applicable statutory requirements and the Company's articles of association; and (c) send Shareholders copies of the Company's audited accounts in accordance with the applicable statutory requirements.

The provisions of the City Code on Takeovers and Mergers will continue to apply to the Company following the Cancellation.

3. Approving the Cancellation

Under the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of the Shareholders voting (whether in person or by proxy) at the General Meeting. Accordingly, the notice of General Meeting, which accompanies the Circular, contains a special resolution to approve the Cancellation of Admission of the Ordinary Shares to trading on AIM. The Company has notified the London Stock Exchange of its intention to seek Shareholder approval for the Cancellation. If the Resolution is approved, it is expected that the Cancellation will take effect on Tuesday 17 November 2009, being at least 5 clear business days following the date of the General Meeting.

4. Following the Cancellation

Whilst the Board believes that the Cancellation is in the Shareholders' interests, it recognises that the Cancellation will make it more difficult for the Shareholders to buy and sell Ordinary Shares should they so wish.

Subject to approval of the Cancellation, the Board intends to set up a matched bargain facility to enable Shareholders to trade Ordinary Shares. Under this facility, it is intended that Shareholders or persons wishing to acquire shares will be able to leave an indication with a matched bargain facility provider that they are prepared to buy or sell at an agreed price. In the event that the matched bargain facility provider is able to match that order with an opposite sell or buy instruction, the matched bargain facility provider will contact both parties and effect the bargain. Shareholders who do not have their own broker may need to register with the matched bargain facility provider as a new client. Once the facility has been arranged details will be made available to Shareholders on the Company's website at www.millbrook-instruments.com (or if the name change is approved www.micromaterialsholdings.co.uk).

5. Change of Name

If Resolution 1 is approved, the Directors consider it appropriate that the name of the holding company more accurately reflects the activities of its only subsidiary, Micro Materials Limited. Therefore, subject to the passing of Resolution 1, it will be proposed at the General Meeting to change the name of the Company to Micro Materials Holdings plc. Since Resolution 2 is a special resolution it must be approved by not less than 75 per cent. of the Shareholders voting (whether in person or by proxy) at the General Meeting.

6. General Meeting

Set out at the end of the Circular is the notice convening the General Meeting to be held at the offices of Halliwells LLP, 3 Hardman Square, Spinningfields, Manchester M3 3EB on Thursday 5 November 2009 at 12.00 p.m. at which the Resolutions will be proposed.

7. Action to be taken by Shareholders

A Form of Proxy for use at the General Meeting will accompany the Circular. The Form of Proxy should be completed and signed in accordance with the instructions thereon and returned to the Company's registrars, Share Registrars Limited, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL, as soon as possible, but in any event so as to be received by no later than 12.00 p.m. on 3 November 2009. The completion and return of a Form of Proxy will not preclude a Shareholder from attending the General Meeting and voting in person should he or she so wish.

8. Recommendation

For the reasons set out above, particularly in paragraph 1, the Directors consider that the Cancellation and the change of name will promote the success of the Company and are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings of 672,000 Ordinary Shares, representing approximately 0.91 per cent. of the entire issued share capital of the Company.

DEFINITIONS

"Act" the Companies Act 2006
"Admission" the admission of the Ordinary Shares to trading
on AIM
"AIM" a market operated by London Stock Exchange plc
"AIM Rules" the AIM Rules for Companies published by the
London Stock Exchange from time to time
(including, without limitation, any guidance
notes or statements of practice) which govern the
rules and responsibilities of companies whose
shares are admitted to trading on AIM
"Board" the board of directors of the Company at the date
of this document
"Cancellation" the proposed cancellation of the Company's
Ordinary Shares from admission to trading on AIM,
subject to the passing of Resolution 1
"Circular" the circular posted to Shareholders on 20 October

"Company" or "Millbrook" Millbrook Scientific Instruments plc

"Directors" the directors of the Company

"General Meeting" or " GM" the general meeting of the Company, convened for
12.00 p.m. on Thursday 5 November 2009, and any
adjournment thereof, which will consider the
Resolutions
"Form of Proxy" the form of proxy enclosed with the Circular for
use by Shareholders in connection with the GM
"Group" Millbrook and its subsidiaries
"MIL" Millbrook Instruments Limited in Administration
"Ordinary Shares" ordinary shares of 1p each in the capital of the
Company
"Resolution 1" the first special resolution to be proposed at
the General Meeting, relating to the Cancellation
"Resolution 2" the second special resolution to be proposed at
the General Meeting, relating to the change of
name of the Company
"Resolutions" together, Resolution 1 and Resolution 2
"Shareholders" holders of Ordinary Shares and "Shareholder"
means any one of them

This information is provided by RNS The company news service from the London Stock Exchange

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