Possible Offer for Claimar Care Group Plc

 

TIDMCCGP 
 
RNS Number : 0489X 
Housing 21 
07 August 2009 
 

 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO OR FROM 
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT 
LAWS OF THAT JURISDICTION. 
 
 
Possible offer for Claimar Care Group Plc 
 
 
7 August 2009 
 
 
Possible offer by Housing 21 ("Housing 21") for Claimar Care Group Plc ("Claimar 
Care" or the "Company") 
 
 
Summary 
  *  The boards of Claimar Care and social enterprise Housing 21 are pleased to 
  announce the terms of a possible offer to be made by Housing 21 to acquire the 
  entire issued and to be issued share capital of the Company at 39 pence per 
  Claimar Care share, payable in cash. 
 
 
 
  *  Certain Claimar Care shareholders with an aggregate interest of 27.70% have 
  entered into irrevocable undertakings with Housing 21 to accept an offer at 39 
  pence per Claimar Care share or such lower offer, payable in cash, that may be 
  made by Housing 21 in accordance with the conditions stated below. 
 
 
 
  *  Housing 21 is a national provider of older peoples services. It is one of the 
  largest registered social landlords (RSL) specialising in retirement services 
  and has charitable status. Housing 21 owns and manages over 16,000 sheltered and 
  extra care retirement properties throughout England and is a substantial 
  provider of care and support services delivering over 30,000 hours of home care 
  per week. Housing 21 also holds a unique place amongst RSLs in the development 
  and provision of specialist services such as dementia care and end of life care. 
  In the last few years, Housing 21 has developed leading expertise and a track 
  record in delivering PFI/PPP projects specialising in retirement housing, care 
  and support. 
 
 
 
  *  The acquisition of Claimar Care will enable Housing 21 to: 
 
  *  Position itself as a principal provider in the community care sector delivering 
  over 80,000 hours of home care and a range of other care services 
  *  Offer integrated housing, health and social care to more older people 
  *  Expand the range and location of specialist care services 
  *  Achieve greater efficiencies and reduced operating costs in an environment of 
  challenging public expenditure 
 
 
 
Commenting on the proposed offer, Pushpa Raguvaran, Deputy Chief Executive and 
Commercial Director Housing 21, said: 
"We are delighted to have agreed the terms of a possible offer with Claimar 
Care.  The addition of their services and structures within Housing 21 will 
significantly advance our ability to offer much greater choice and more 
integrated services to older people across the country. The combined strength of 
our two organisations will greatly enhance our position as one of the UK's 
leading care providers to people in their own homes and will increase the 
quality of care for all users through extended service offerings." 
Commenting on the proposed offer, Mark Hales, CEO, Claimar Care, said: 
"Following completion of our strategic review we were very keen to find the 
right home for Claimar. Housing 21 represents the right fit for our business, 
offering an excellent choice of care and support for older people. This, in 
conjunction with our own leading position within the domiciliary care sector, 
will create one of the UK's foremost providers of care to older people in their 
own homes.  We are delighted to be working with Housing 21 to consummate this 
transaction and excited by the enhanced opportunities it will bring to our 
employees and clients." 
 
 
1. Terms of the Possible Offer 
 
In its announcement of 9 April 2009, the Company stated that a strategic 
review had been initiated and that one of the options of this review included 
the possible sale of all or part of the business. 
 
 
The boards of Claimar Care and social enterprise Housing 21 are pleased to 
announce the terms of a possible offer to be made by Housing 21 to acquire the 
entire issued and to be issued share capital of the Company at 39 pence per 
Claimar Care share, payable in cash (the "Proposal"). 
 
 
For the purposes of Rule 2.4(c) of the City Code on Takeovers and Mergers (the 
"Code") Housing 21 reserves the right to make an offer at a lower price with the 
recommendation of the Claimar Care board. 
 
 
Claimar Care and Housing 21 emphasise that the Proposal does not constitute a 
firm intention to make an offer for the Company pursuant to Rule 2.5 of the Code 
and, accordingly, there can be no certainty that any offer will be made. 
 
 
The Proposal remains in particular subject to the completion of confirmatory due 
diligence to be performed by Housing 21. The Board of Claimar Care has entered 
into a non-solicitation and break fee agreement (the "Non-Solicitation 
Agreement") in customary form with Housing 21 to enable Housing 21 to complete 
this due diligence exercise and undertake other necessary preparatory work 
towards the possible announcement of a firm intention to make an offer for 
Claimar Care. The Non-Solicitation Agreement will expire at 5.00pm on 31 August 
2009 (or such later date as the Company and Housing 21 may agree in writing) 
unless Housing 21 has announced a firm intention to make an offer for 
Claimar Care by then. 
 
2. Information on Claimar Care 
 
Claimar Care Group PLC is one of the UK's leading providers of high calibre 
domiciliary and complex care to individuals living in their own homes. Through 
its Claimar Care brand the Company delivers over 50,000 hours per week of 
domiciliary care services from over 30 branches. Its Complete Care operation 
specialises in the provision of complex care to people with an acquired brain 
injury or acquired spinal cord injury, thereby allowing over 180 people with 
severe disabilities to live independently in their own homes. The Group also 
includes Primary Care Training Group, which provides a wide range of social care 
and health care training courses and NVQs, Sure Care, a national franchisor of 
care services, and PharmAssured, which provides tailored domiciliary pharmacy 
services. 
 
3. Information on Housing 21 
Housing 21 is a social enterprise promoting independence and choice for older 
people through quality care, health, and housing services. It is a registered 
social landlord with charitable status and owns and manages nearly 400 
retirement housing schemes throughout England made up of around 15,000 sheltered 
and 1,000 extra care properties. Properties are a mix of rented, leasehold and 
shared ownership. 
  *  Housing 21 is also a substantial provider of health and social care services 
  including:home (domiciliary) care services - c. 30,000 hours/week 
  *  dementia care - c. 1,500 hours/week 
  *  day care, combined health and social care, respite, intermediate and residential 
  care - c. 24,000 hours/week 
 
 
 
Housing 21's strategic vision includes significant expansion to enable them to 
build more integrated services which offer wider choice and availability to 
people living in the community or in retirement housing and which will be more 
flexible to adapt to peoples needs as they change. 
 
4. Irrevocable commitment 
Certain shareholders have entered into irrevocable undertakings yesterday, in 
relation in aggregate to 13,850,000 Claimar Care ordinary shares, approximately 
27.7% of the existing Claimar Care issued ordinary share capital, in respect of 
a possible offer from Housing 21 for the entire issued and to be issued share 
capital of the Company, at 39 pence per Claimar Care share or such lower offer, 
if recommended by the Claimar Care board, payable in cash, as may be made by 
Housing 21 in circumstances where as at the date of the announcement of a firm 
intention to make an offer for Claimar Care by Housing 21, Claimar Care's 
"Forecast Net Debt" (as defined in the irrevocable undertakings) exceeds GBP21m 
and consequently the offer price per Claimar Care share has been commensurately 
reduced. 
 
Irrevocable undertakings have been entered into by the following shareholders in 
respect of their entire Claimar Care shareholdings: 
+--------------------------+-------------------+-----------------------+ 
| Shareholder              | Claimar Care      | %                     | 
|                          | shareholding      |                       | 
+--------------------------+-------------------+-----------------------+ 
| Mark Hales (CEO of       | 7,941,666         | 15.88                 | 
| Claimar Care)            |                   |                       | 
+--------------------------+-------------------+-----------------------+ 
| Claire Hales             | 1,608,334         | 3.22                  | 
+--------------------------+-------------------+-----------------------+ 
| Jim Ceaser               | 2,150,000         | 4.30                  | 
+--------------------------+-------------------+-----------------------+ 
| Retha Ceaser             | 2,150,000         | 4.30                  | 
+--------------------------+-------------------+-----------------------+ 
| TOTAL                    | 13,850,000        | 27.70                 | 
+--------------------------+-------------------+-----------------------+ 
 
 
 
 
The irrevocable undertakings are binding whether the Proposal is implemented by 
way of an offer or a scheme of arrangement.  These irrevocable undertakings will 
cease to be binding if an announcement of a firm intention to make an offer for 
Claimar Care is not made by Housing 21 by 5.00pm on 31 August 2009 or, if 
Housing 21 does make such an announcement by 31 August 2009, the offer document 
(or as the case may be scheme circular) has not been posted within 28 days 
following the date of announcement of the firm intention to make an offer (or 
within such longer period as Housing 21 may, with the consent of the Takeover 
Panel, determine); or, if Claimar Care's obligations under the Non-Solicitation 
Agreement with Housing 21 have lapsed. 
 
 
This announcement is available on the following websites: 
www.housing21.co.uk 
 and www.claimar.co.uk. 
 
 
For further information contact: 
 
 
+--------------------------------+---------------------------------------------+ 
| Housing 21                     |                                             | 
+--------------------------------+---------------------------------------------+ 
| Pushpa Raguvaran, Deputy Chief | T: 03701924820; [e-mail] | 
| Executive and Commercial       |                                             | 
| Director                       |                                             | 
+--------------------------------+---------------------------------------------+ 
|                                |                                             | 
+--------------------------------+---------------------------------------------+ 
| Grant Thornton UK LLP          | T: 020 7383 5100                            | 
| (Financial adviser to Housing  |                                             | 
| 21)                            |                                             | 
| Stephen Baker                  |                                             | 
| Salmaan Khawaja                |                                             | 
+--------------------------------+---------------------------------------------+ 
|                                |                                             | 
+--------------------------------+---------------------------------------------+ 
| Claimar Care Group Plc         |                                             | 
+--------------------------------+---------------------------------------------+ 
| Mark Hales, Chief Executive    | T:  0121 410 4080                           | 
+--------------------------------+---------------------------------------------+ 
|                                |                                             | 
+--------------------------------+---------------------------------------------+ 
|                                |                                             | 
+--------------------------------+---------------------------------------------+ 
|                                |                                             | 
+--------------------------------+---------------------------------------------+ 
| KPMG Corporate Finance         |                                             | 
| (Financial adviser to Claimar  |                                             | 
| Care Group Plc                 |                                             | 
+--------------------------------+---------------------------------------------+ 
| Andrew Nicholson               | T: 0207 694 3782                            | 
+--------------------------------+---------------------------------------------+ 
| Chris Belsham                  | T: 0161 246 4548                            | 
+--------------------------------+---------------------------------------------+ 
|                                |                                             | 
+--------------------------------+---------------------------------------------+ 
|                                |                                             | 
+--------------------------------+---------------------------------------------+ 
| M:Communications (PR adviser   |                                             | 
| to Housing 21)                 |                                             | 
+--------------------------------+---------------------------------------------+ 
| Caroline Villiers              | T: 020 7153 1521/E: [e-mail]  | 
+--------------------------------+---------------------------------------------+ 
| Adrian Flook                   | T: 020 7153 1588/E: [e-mail]     | 
+--------------------------------+---------------------------------------------+ 
| Marylène Guernier              | T: 020 7153 1269/E: [e-mail]  | 
+--------------------------------+---------------------------------------------+ 
 
 
 
 
 
 
Dealing Disclosure Requirements 
 
 
Under the provisions of Rule 8.3 of the Takeover Code ('the Code'), if any 
person is, or becomes, 'interested' (directly or indirectly) in 1% or more of 
any class of 'relevant securities' of Claimar Care, all 'dealings' in any 
'relevant securities' of that company (including by means of an option in 
respect of, or a derivative referenced to, any such 'relevant securities') must 
be publicly disclosed by no later than 3.30 pm (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which the offer becomes, or is declared, 
unconditional as to acceptances, lapses or is otherwise withdrawn or on which 
the 'offer period' otherwise ends. If two or more persons act together pursuant 
to an agreement or understanding, whether formal or informal, to acquire an 
'interest' in 'relevant securities' of Claimar Care, they will be deemed to be a 
single person for the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant 
securities' of Claimar Care by any offeror, or by any of its respective 
'associates', must be disclosed by no later than 12.00 noon (London time) on the 
London business day following the date of the relevant transaction. 
 
 
A disclosure table, giving details of the companies in whose 'relevant 
securities' 'dealings' should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
 
 
'Interests in securities' arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an 'interest' by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a 'dealing' under Rule 8, you should consult the Panel. 
 
 
The directors of Claimar Care accept responsibility for the information 
contained in this announcement in relation to Claimar Care. To the best of the 
knowledge and belief of the directors of Claimar Care (who have taken all 
reasonable care to ensure that such is the case), the information contained in 
this announcement for which they accept responsibility is in accordance with the 
facts and does not omit anything likely to affect the import of such 
information. 
 
 
The directors of Housing 21 accept responsibility for the information contained 
in this announcement in relation to Housing 21. To the best of the knowledge and 
belief of the directors of Housing 21 (who have taken all reasonable care to 
ensure that such is the case), the information contained in this announcement 
for which they accept responsibility is in accordance with the facts and does 
not omit anything likely to affect the import of such information 
 
 
Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for Housing 21 and 
no-one else in connection with the matters set out in this announcement and, 
accordingly, will not be responsible to anyone other than Housing 21 for 
providing the protections offered to clients of Grant Thornton UK LLP or for 
providing advice in relation to the matters set out in this announcement, or any 
matter referred to herein. No representation or warranty, express or implied, is 
made by Grant Thornton UK LLP as to any of the contents of this announcement 
(without limiting the statutory rights of any person to whom this announcement 
is issued.) 
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated 
by the Financial Services Authority for investment business activities, is 
acting for the Company as financial advisor in relation to the matters set out 
in this announcement and is not acting for any other person in relation to these 
matters. KPMG Corporate Finance will not be responsible to anyone other than the 
Company for providing the protections afforded to its clients or for providing 
advice in relation to the contents of this announcement. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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