TIDMTTM TIDMHLO TIDMTTM
RNS Number : 2951E
Angel Acquisitions Limited
09 May 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE
UNLAWFUL
9 May 2013
RECOMMENDED OFFER
By
ANGEL ACQUISITIONS LTD
For
HEALTHCARE LOCUMS PLC
OFFER UPDATE AND EXTENSION OF OFFER
Introduction
On 11 April 2013, the Board of Directors of Angel Acquisitions
Limited ("Angel Acquisitions") and the Board of Directors of
Healthcare Locums plc ("HCL") announced the terms of a recommended
offer to be made by Angel Acquisitions to acquire the entire issued
ordinary share capital of HCL (the "Offer"). The full terms and
conditions of the Offer and the procedures for acceptance were set
out in the offer document issued by Angel Acquisitions on 17 April
2013 (the "Offer Document"). The Offer was declared unconditional
in all respects on 22 April 2013. HCL made an application to AIM to
cancel the admission to trading on AIM of HCL Shares on 1 May
2013.
Level of acceptances
As at 1 pm on 8 May 2013, being the First Closing Date of the
Offer, Angel Acquisitions has received valid acceptances from
Healthcare Locums plc Shareholders in respect of 151,999,915 HCL
Shares representing approximately 17.9 per cent. of the entire
issued share capital of HCL and 68.3 per cent. of shares to which
the Offer relates.
So far as Angel Acquisitions is aware, other than the
acceptances by Tosca MidCap (a fund managed by Toscafund) in
respect of 24,561,899 HCL Shares, representing approximately 2.9
per cent. of the entire issued share capital of HCL, none of these
acceptances have been received from persons acting in concert with
Angel Acquisitions.
Acceptances have been received in respect of, in aggregate,
70,866,661 of the 71,066,661 HCL Shares which were subject to
irrevocable undertakings to accept the Offer procured by Angel
Acquisitions. Angel Acquisitions has also received acceptances in
respect of the remaining 200,000 HCL Shares which were subject to
irrevocable undertakings to accept the Offer however it has yet to
receive share certificates in respect of these 200,000 HCL Shares
and therefore these HCL Shares have not been included in the total
valid acceptances.
As at 1 pm on 8 May 2013, Angel Acquisitions has acquired,
through market purchases, 35,184,367 HCL Shares representing
approximately 4.2 per cent. of the entire issued share capital of
HCL.
In addition, Angel Acquisitions owns 589,969,453 HCL Shares,
representing approximately 69.6 per cent. of the entire issued
share capital of HCL, acquired from ACE Holdco and Tosca
Opportunity.
The total number of HCL shares now held by Angel Acquisitions
and persons acting in concert with it, together with those for
which valid acceptances of the Offer have been received is
therefore 777,153,735 HCL Shares representing approximately 91.7
per cent. of the entire issued share capital of HCL.
Extension of the Offer
Angel Acquisitions also announces that the Offer is extended and
will remain open for acceptance until 1 pm London time on 5 June
2013, unless otherwise extended.
Acceptance of the Offer
HCL Shareholders who have not yet accepted the Offer are
encouraged to do so without delay. Acceptances of the Offer should
be received in accordance with the instructions contained in the
Offer Document and in the case of shares held in certificated form
(that is, not in CREST) the Form of Acceptance.
The Offer Document has been sent to HCL Shareholders in hard
copy and is available for inspection free from charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Toscafund's website (at www.toscafund.com) and
HCL's website (at www.hclplc.com) during the course of the
Offer.
Capitalised terms used in this announcement have the same
meanings given to them in the Offer Document unless stated
otherwise. All references to time in this announcement are to
London time.
Enquiries:
Canaccord Genuity (financial adviser to Angel Acquisitions and
the Consortium)
Andrew Speirs Tel: +44 (0) 20 7665 4500
David Tyrrell
Canaccord Genuity, which is authorised and regulated in the UK
by the Financial Conduct Authority, is acting exclusively for Angel
Acquisitions and the Consortium and no one else in connection with
the Offer and will not be responsible to anyone other than Angel
Acquisitions and the Consortium for providing the protections
afforded to clients of Canaccord Genuity or for providing advice in
relation to the Offer or any other matters referred to in this
announcement.
This announcement is not intended to and does not constitute an
offer to sell, or form part of, or constitute the solicitation of
an offer to purchase or subscribe for or an invitation to purchase,
any securities.
The directors of Angel Acquisitions accept responsibility for
the information contained in this announcement. To the best of the
knowledge and belief of the directors of Angel Acquisitions (who
have taken all reasonable care to ensure that such is the case),
the information contained in this document is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City 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 paper 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 paper
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 paper 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 10th business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the City 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 paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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 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 paper
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.
Overseas Jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws and/or regulations of those jurisdictions. In addition,
the availability of the Offer to persons who are resident in
jurisdictions other than the United Kingdom may be restricted by
the laws and/or regulations of the relevant jurisdictions in which
they are located. Persons into whose possession this announcement
comes should inform themselves about, and observe, any applicable
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the
securities laws and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any other formal
documentation relating to the Offer 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
any of them in or into or from any Restricted Jurisdiction. Unless
otherwise permitted by applicable law and regulation, the 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 Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
This announcement has been prepared for the purposes of
complying with English law and the City 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 and regulations of any jurisdiction outside of
England.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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