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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Cmo Group Plc | LSE:CMO | London | Ordinary Share | GB00BMB5Y385 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 14.50 | 14.00 | 15.00 | 14.50 | 14.50 | 14.50 | 1,428 | 08:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Catalog, Mail-order Houses | 71.5M | -1.84M | -0.0255 | -5.69 | 10.44M |
RNS Number:5552V Civica PLC 13 December 2005 Not for release, distribution or publication in whole or in part in, into or from the United States, Canada, Australia, Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction For immediate release 13 December 2005 Civica plc Recommended cash offer for Comino Group plc Proposed Placing of 11,304,348 Placing Shares to raise approximately #26 million * The boards of Civica and Comino are pleased to announce the terms of a recommended cash offer, to be made by Investec on behalf of Civica, for the entire issued and to be issued share capital of Comino. * Under the terms of the Offer, Comino Shareholders will receive 335 pence in cash per Comino Share, valuing the entire issued and to be issued share capital of Comino at approximately #49.8 million. Comino Shareholders will retain the right to receive the Interim Dividend announced by Comino on 8 November 2005 and payable on 26 January 2006. * The Offer represents a premium of approximately 13 per cent. over the closing middle market quotation of 296 pence per Comino Share (as derived from the Daily Official List) on 6 December 2005, being the last dealing day prior to the commencement of the offer period and a premium of approximately 24 per cent. over the average closing middle market quotation of 270 pence per Comino Share for the three month period prior to the commencement of the offer period. * The Comino Directors have undertaken to accept the Offer in respect of their entire beneficial interests in Comino Shares, amounting to 759,091 Comino Shares in aggregate and representing approximately 5.4 per cent. of the fully diluted share capital of Comino. * Framlington Investment Management Limited has undertaken to accept the Offer in respect of 3,012,500 Comino Shares in aggregate, representing approximately 21.5 per cent. of the current issued share capital of Comino. * Newby Holdings Limited has undertaken to accept the Offer in respect of 370,000 Comino Shares, representing approximately 2.6 per cent. of the current issued share capital of Comino. * A letter of intent has been received from Schroders Investment Management Limited in respect of 1,577,286 Comino Shares representing approximately 11.3 per cent. of the current issued share capital of Comino. * Comino is a leading software supplier to the local government, social housing and occupational pensions markets. For the financial year ended 31 March 2005. Comino achieved turnover of #25.5 million (2004: #24.5 million) and profits before taxation of #1.95 million (2004: #1.71 million). It had gross assets of #24.5 million as at 31 March 2005. For the six months ended 30 September 2005, Comino achieved turnover of #13.1 million (2004: #12.2 million) and profits before taxation of #1.40 million (2004: #0.85 million). * The acquisition of Comino is in line with Civica's stated strategy of increasing the owned intellectual property rights component of its business, and the board of Civica believe that the acquisition will: * provide Civica with additional scale and focus in the provision of public sector systems and further strengthen its position in the fragmented UK local government IT market; * provide complementary application, services and support offerings to the combined customer bases of Civica and Comino, which will include, in aggregate, 389 local authorities in the United Kingdom; * enable Civica to deliver enhanced "joined-up" solutions to both existing and new customers; * enable Civica to realise opportunities from cross-selling products to the combined customer base; * deliver cost synergies through shared resources and by leveraging the expertise of Comino; and * provide a platform for future growth for the operations of the combined businesses. * The Civica directors believe that the acquisition will be earnings enhancing for the Civica Group (before goodwill amortisation, exceptional items and LTIP charges) in the current financial year. This statement regarding earnings enhancement does not constitute a profit forecast nor should it be interpreted to mean that earnings per share of Civica for the current or future years will necessarily match or exceed the historical published earnings per share of Civica or Comino. * Civica proposes to issue 11,304,348 Placing Shares at a price of 230 pence under the Placing to raise approximately #26 million in order to fund part of the cash consideration payable under the Offer. * RBS has agreed to provide Civica with #25 million of debt finance in order to finance the remainder of the cash consideration payable under the Offer. * The board of Civica announced today in a separate announcement its full year results for the year ended 30 September 2005. Turnover increased to #106.0 million (2004: #104.1 million) and Civica recorded gross profit of #44.9 million (2004: #33.1 million), operating profit (before goodwill amortisation, exceptional items and LTIP charges) of #12.7 million (2004: #9.7 million) and a profit before tax (before goodwill amortisation, exceptional items and LTIP charges) of #10.4 million (2004: #8.3 million) (2004 figures are stated on a pro forma basis). Commenting on the Offer, Simon Downing, Chief Executive of Civica, said: "The board believes that the proposed acquisition will further strengthen Civica's position in the public sector systems market, through an enhanced portfolio of complementary products and services. The businesses have been working together in the market for some time and the acquisition provides a great strategic fit for customers and makes sound commercial sense for both companies." Garth Selvey, Chief Executive of Comino, said: "The acquisition of Comino by Civica will significantly enhance the presence of the enlarged Civica group within the UK local government market and the expanded customer base will offer increased opportunity for the sale of Comino products. In addition, the complementary technology of Comino will provide the potential to broaden the scope of systems delivery in the wider public sector market." Enquiries: Civica plc - Simon Downing / Mike Stoddard 020 7760 2800 Buchanan Communications - Tim Thompson / Nicola Cronk 020 7466 5000 Investec - Andrew Pinder / David Currie 020 7597 5970 Comino Group plc - Garth Selvey / Paul Clifford 01628 525 433 Binns & Co PR Ltd - Peter Binns / Paul McManus 020 7153 1485 Close Brothers - Peter Alcaraz / James Davies 020 7655 3100 The above summary is to be read in conjunction with, and subject to, the full text of this announcement. Appendix III to the announcement contains definitions of certain expressions used in this summary. This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, or an invitation to purchase or subscribe for, securities of Comino. The Offer will be made solely by the Offer Document and the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Unless otherwise determined by Civica and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of, nor will it be made in, into or from the United States, Canada, Australia, Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of any documents relating to the Offer must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from the United States, Canada, Australia, Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction as to do so may invalidate any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves about, and observe, applicable requirements. Investec, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Civica and for no one else in connection with the Offer and will not be responsible to anyone other than Civica for providing the protections afforded to clients of Investec nor for providing advice in relation to the Offer or any matter referred to herein or in the Offer Document. Close Brothers, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Comino and for no one else in connection with the Offer and will not be responsible to anyone other than Comino for providing the protections afforded to customers of Close Brothers nor for providing advice in relation to the Offer or any matter referred to herein or in the Offer Document. The Panel wishes to draw attention to certain UK dealing disclosure requirements following the announcement of the Offer. An "offer period" is deemed to commence at the time when an announcement is made of a proposed or possible offer, with or without terms. Accordingly, the offer period began on 7 December 2005. The above disclosure requirements are set out in more detail in Rule 8 of the City Code. Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Comino, 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 3.30pm (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 Comino, 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 City Code, all "dealings" in "relevant securities" of Comino by Civica or Comino, or by any of their 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 City 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, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000 and/or consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +442076380129; fax +442072367013. Not for release, distribution or publication in whole or in part in, into or from the United States, Canada, Australia, Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. For immediate release 13 December 2005 Civica plc Recommended cash offer for Comino Group plc Proposed Placing of 11,304,348 Placing Shares to raise approximately #26 million 1. Introduction The boards of Civica and Comino are pleased to announce the terms of a recommended cash offer, to be made by Investec on behalf of Civica, for the entire issued and to be issued share capital of Comino. The Offer values the entire issued and to be issued share capital of Comino at approximately #49.8 million and represents a premium of approximately 13 per cent. over the closing middle market quotation of 296 pence per Comino Share (as derived from the Daily Official List) on 6 December 2005, being the last dealing day prior to the commencement of the offer period and a premium of approximately 24 per cent. over the average closing middle market quotation of 270 pence per Comino Share for the three month period prior to the commencement of the offer period. 2. Recommendation The board of Comino, which has been so advised by Close Brothers, its financial adviser, considers the terms of the Offer to be fair and reasonable and accordingly will recommend that Comino Shareholders accept the Offer, as they have irrevocably undertaken to do so in respect of their own beneficial holdings, amounting to, in aggregate, 759,091 Comino Shares representing approximately 5.4 per cent. of the current issued share capital of Comino. In providing advice to the board of Comino, Close Brothers has taken account of the commercial assessments of the Comino Directors. 3. The Offer On behalf of Civica, Investec will offer to acquire, on the terms and subject to the conditions and further terms set out in Appendix I to this announcement, and the further terms and conditions to be set out in the Offer Document and the accompanying Form of Acceptance, the entire issued and to be issued share capital of Comino, on the following basis: for each Comino Share 335 pence in cash Comino Shares will be acquired by Civica with full title guarantee and fully paid up, free from all liens, equities, charges, equitable interests, encumbrances, rights of pre-emption and any other third party right and/or interests of any nature whatsoever and together with all rights attaching to them, now or in the future, including the right to receive and retain all dividends, interest and other distributions declared, paid or made after the date of the Offer Document, save for the right to receive the Interim Dividend. 4. Irrevocable undertakings Comino Directors have entered into irrevocable undertakings with Civica pursuant to which they have irrevocably undertaken to accept the Offer in respect of their entire beneficial interests in the share capital of Comino, amounting in aggregate to 759,091 Comino Shares, representing approximately 5.4 per cent. of the fully diluted share capital of Comino. These undertakings remain binding even if a higher offer is made by a third party. Framlington Investment Management Limited has undertaken to accept the Offer in respect of 3,012,500 Comino Shares in aggregate, representing approximately 21.5 per cent. of the current issued share capital of Comino. Newby Holdings Limited has undertaken to accept the Offer in respect of 370,000 Comino Shares, representing approximately 2.6 per cent. of the current issued share capital of Comino. These undertakings do not remain binding in the event a higher offer above a certain amount is made by a third party. A letter of intent has been received from Schroders Investment Management Limited in respect of 1,577,286 Comino Shares, representing approximately 11.3 per cent. of the current issued share capital of Comino. Further details of these undertakings and the letter of intent are set out in Appendix II to this announcement. 5. Background to and reasons for the Offer Civica's strategy is to continue to strengthen its position as a leading provider of software and IT services to the public sector. It already holds a strong market position in public sector financial systems, community enforcement and environmental services within the local authority market and in addition is a leading provider of public sector systems in Australia. The board of Civica believe that the market for the provision of public sector systems is growing as a result of the UK Government's focus on public sector improvement and efficiency gain as characterised by the Gershon Review and the recently announced 'Transformational Government' strategy. Civica is seeking to continue to capitalise on this market opportunity through its approach of offering integrated consulting, software and managed services that provide an end-to-end solution for local authorities. Civica has acquired and integrated three businesses since its admission to AIM in March 2004. These acquisitions have each provided Civica with an extended product portfolio and a broader customer base. The acquisition of Comino is in line with Civica's stated strategy of increasing the owned intellectual property rights component of its business, and the board of Civica believe that the acquisition will: * provide Civica with additional scale and focus in the provision of public sector systems and further strengthen its position in the fragmented UK local government IT market; * provide complementary application, services and support offerings to the combined customer bases of Civica and Comino, which will include, in aggregate, 389 local authorities in the United Kingdom; * enable Civica to deliver enhanced "joined-up" solutions to both existing and new customers; * enable Civica to realise opportunities from cross-selling products to the combined customer base; * deliver cost synergies through shared resources and by leveraging the expertise of Comino; and * provide a platform for future growth for the operations of the combined businesses. The Civica Directors believe that the acquisition will be earnings enhancing for the Civica Group (before goodwill amortisation, exceptional items and LTIP charges) in the current financial year. This statement regarding earnings enhancement does not constitute a profit forecast nor should it be interpreted to mean that earnings per share of Civica for the current or future years will necessarily match or exceed the historical published earnings per share of Civica or Comino. 6. Information relating to the Civica Group Civica is one of the UK's most experienced providers of consulting, software systems and managed services to the public sector. The company has a 20 year history of supplying local government, police, healthcare, criminal justice and education organisations in the UK, Australia and the USA. UK customers include approximately 83 per cent. of local authorities, 47 of the 53 police forces, more than 250 NHS Trusts and over 30 local education authorities, whilst in Australia the group is one of the leading local government software suppliers. The board of Civica announced today in a separate announcement its full year results for the year ended 30 September 2005. Turnover increased to #106.0 million (2004: #104.1 million) and Civica recorded gross profit of #44.9 million (2004: #33.1 million), operating profit (before goodwill amortisation, exceptional items and LTIP charges) of #12.7 million (2004: #9.7 million) and a profit before tax (before goodwill amortisation and LTIP charges) of #10.4 million (2004: #8.3 million) (2004 figures are stated on a pro forma basis). 7. Information relating to the Comino Group Comino is a leading software supplier to the local government, social housing and occupational pensions markets. For the financial year ended 31 March 2005, Comino achieved turnover of #25.5 million (#24.5 million) and profits before taxation of #2.0 million (#1.7 million). It has gross assets of #24.5 million as at 31 March 2005. For the six months ended 30 September 2005, Comino achieved turnover of #13.1 million (2004: #12.2 million) and profits before taxation of #1.4 million (2004: #0.9 million). 8. Financing of the Offer The consideration payable under the Offer will be financed by the proceeds of the Placing and the Debt Facility. Civica proposes to issue 11,304,348 Placing Shares at a price of 230 pence pursuant to the Placing to raise approximately #26 million in order to fund part of the cash consideration payable under the Offer. The Placing has been fully underwritten by Investec and is conditional upon, inter alia: i. the Offer becoming or being declared unconditional in all respects in accordance with its terms (other than any condition relating to Admission taking place); ii. the Debt Facility not having been terminated or, if it has, an equivalent replacement facility being available; iii. the passing without amendment of the Resolutions; and iv. Admission taking place by not later than 5.00 pm on the fifth Business Day following the Offer becoming or being declared unconditional in all respects (other than as regards any condition relating to Admission becoming effective). RBS has agreed, subject to conditions, to provide Civica with #25 million of debt finance. Under the Debt Facility and the Placing Agreement, Civica has agreed not to waive or amend any term or condition of the Offer without the prior written consent of RBS and Investec, respectively. 9. Management and employees The Comino Directors have received assurances from Civica that, following the Offer becoming or being declared unconditional in all respects, the existing employment rights, including pension rights, of all employees of Comino will be fully safeguarded. Garth Selvey, Chief Executive of Comino, and David Quysner, Michael Greig and Mark Boleat, the non-executive directors of Comino, have each confirmed that they will resign from the board of Comino on the Offer becoming or being declared unconditional in all respects. 10. Comino Share Option Schemes The Offer will extend to any Comino Shares unconditionally allotted or issued whilst the Offer remains open for acceptance (or by such earlier time and/or date as Civica may, subject to the City Code, determine) including any such shares allotted or issued as a result of the exercise of options under the Comino Share Option Schemes. To the extent that options under the Comino Share Option Schemes are not exercised before the date on which the Offer closes, and if the Offer becomes or is declared unconditional in all respects, Civica will make appropriate proposals to option holders in due course. 11. Compulsory acquisition, de-listing and re-registration If Civica receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent., or more of the Comino Shares to which the Offer relates and the Offer becomes or is declared unconditional in all respects, Civica intends to exercise its rights pursuant to the provisions of sections 428 to 430F (inclusive) of the Companies Act to compulsorily acquire all remaining Comino Shares on the same terms as the Offer. It is Civica's intention that, following the Offer becoming or being declared unconditional in all respects, Comino will make an application as soon as it is appropriate to do so to cancel the listing of Comino Shares on the Official List and from trading on the London Stock Exchange. It is anticipated that, such cancellation will take effect no earlier than 20 business days after Civica, by virtue of its shareholding (if any) and acceptances of the Offer, has acquired or agreed to acquire 75 per cent. of the voting rights attaching to Comino Shares. Such a cancellation would significantly reduce the liquidity and marketability of any Comino Shares not assented to the Offer. It is also proposed that, subject to the Offer becoming or being declared unconditional in all respects, Civica will seek to procure the re-registration of Comino as a private company under the relevant provisions of the Act. 12. Extraordinary General Meeting The Offer is conditional on, inter alia, the directors of Civica being granted authority by Civica Shareholders to allot the Placing Shares to be issued pursuant to the Placing for cash. An extraordinary general meeting of Civica will be convened at which the Resolutions will be proposed to grant the required authorities under sections 80 and 95 of the Companies Act 1985. The directors of Civica consider the Offer to be in the best interests of Civica Shareholders as a whole and will be recommending that Civica Shareholders vote in favour of the Resolutions to , as they intend to do in respect of their own beneficial shareholdings, which amount to 513,192 Civica Shares in aggregate, representing approximately 1.0 per cent. of the current issued share capital of Civica. 13. Inducement fee As an inducement to Civica to make the Offer, Comino has agreed to pay one per cent. of the value of the Offer to Civica in the event that the Offer is withdrawn or lapses (without becoming or being declared unconditional in all respects) following (a) an offer or proposal (however effected) by a third party to acquire 30 per cent. or more of the voting rights attributable to the issued or to be issued ordinary share capital of Comino being publicly announced where such offer is at a price per share equal to or more than 335 pence per share and such offer subsequently becomes or is declared unconditional or is otherwise completed, (b) the Comino Directors, or any committee of the board of Comino, recommending an offer by a third party, or withdrawing or modifying, in a manner adverse to Civica, their recommendation of the Offer, or (c) Comino, or any member of the Comino Group, entering into any agreement, arrangement or understanding to dispose of, without the consent of Civica, any of its assets of a material amount (to be determined in accordance with Note 2 to Rule 21.1 of the City Code). 14. Dividend policy Following the acquisition, Civica intends to continue its stated progressive dividend policy, which balances the dividend payout with the continuing need to make investment in order to grow earnings. 15. Disclosure of interests in Comino Save for the irrevocable undertakings and letter of intent referred to in paragraph 4 of this announcement, neither Civica nor, so far as Civica is aware, any person deemed to be acting in concert (as defined in the City Code) with Civica has any interest in or right to subscribe for Comino Shares or has any short position (including any short positions under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery) in Comino Shares or has borrowed or lent any Comino Shares (save for any borrowed shares which have either been on-lent or sold) or owns or controls any Comino Shares or has any options to acquire Comino Shares or has procured or received an irrevocable commitment or letter of intent to accept, or procure the acceptance of, the Offer. Neither Civica nor, so far as Civica is aware, any person acting in concert with Civica for the purposes of the Offer has any arrangement in relation to Comino Shares or any securities convertible into or exchangeable into Comino Shares or options (including traded options) in respect of, or derivatives referenced to, any such shares. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Comino Shares (or such other securities specified) which may be an inducement to deal or refrain from dealing in such shares. In the interests of confidentiality prior to this announcement, Civica has not made any enquiries in this respect of certain parties who may be presumed by the Panel to be acting in concert with Civica for the purposes of the Offer. 16. Further information Enquiries: Civica plc - Simon Downing / Mike Stoddard 020 7760 2800 Buchanan Communications - Tim Thompson / Nicola Cronk 020 7466 5000 Investec - Andrew Pinder / David Currie 020 7597 5970 Comino Group plc - Garth Selvey / Paul Clifford 01628 525 433 Binns & Co PR Ltd - Peter Binns / Paul McManus 020 7153 1485 Close Brothers - Peter Alcaraz / James Davies 020 7655 3100 The conditions of the Offer are set out in Appendix I. Appendix II contains additional information regarding the Offer and the bases and sources of certain information contained in this announcement. Appendix III contains the definitions of certain expressions used in this announcement. It is intended that the Offer Document (including a letter of recommendation from the Non-Executive Chairman of Comino) and Form of Acceptance will be dispatched shortly to Comino Shareholders and, for information only, to holders of options under the Comino Share Option Schemes and to the holder of warrants over Comino Shares. The terms of the Offer and acceptances will be governed by English law. This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, or an invitation to purchase or subscribe for, securities. The Offer will be made solely by the Offer Document and the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Unless otherwise determined by Civica and permitted by applicable law and regulation, the Offer will not be, made directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of, nor will it be made in, into or from the United States, Canada, Australia, Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of any documents relating to the Offer must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from the United States, Canada, Australia, Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction as to do so may invalidate any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves about, and observe, applicable requirements. Investec, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Civica and for no one else in connection with the Offer and will not be responsible to anyone other than Civica for providing the protections afforded to clients of Investec nor for providing advice in relation to the Offer or any matter referred to herein or in the Offer Document. Close Brothers, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Comino and for no one else in connection with the Offer and will not be responsible to anyone other than Comino for providing the protections afforded to customers of Close Brothers nor for providing advice in relation to the Offer or any matter referred to herein or in the Offer Document. The Panel wishes to draw attention to certain UK dealing disclosure requirements following the announcement of the Offer. An "offer period" is deemed to commence at the time when an announcement is made of a proposed or possible offer, with or without terms. Accordingly, the offer period began on 7 December 2005. The above disclosure requirements are set out in more detail in Rule 8 of the City Code. Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Comino, 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 3.30pm (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 Comino, 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 City Code, all "dealings" in "relevant securities" of Comino by Civica or Comino, or by any of their 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 City 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, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000 and/or consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +442076380129; fax +442072367013. APPENDIX I Conditions and certain further terms of the Offer The Offer will be subject to the following conditions: (A) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1:00 p.m. on the First Closing Date (or such later time(s) and/or date(s) as Civica may, with the consent of the Panel or in accordance with the City Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Civica may decide) in nominal value of the Comino Shares to which the Offer relates, provided that this condition shall not be satisfied unless Civica and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise and whether directly or indirectly, Comino Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Comino, including for this purpose (to the extent, if any, required by the Panel) any such voting rights attaching to any Comino Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise. For the purposes of this condition: (i) Comino Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of Comino; (ii) the expression "Comino Shares to which the Offer relates" shall be construed in accordance with sections 428 to 430F (inclusive) of the Companies Act; and (iii) valid acceptances shall be treated as having been received in respect of any Comino Shares which Civica shall, pursuant to section 429(8) of the Companies Act, be treated as having acquired or contracted to acquire by virtue of acceptance of the Offer; (B) the passing at an extraordinary general meeting of Civica (or at any adjournment thereof) of any resolution or resolutions which are necessary or, in the reasonable opinion of Civica, desirable to approve, effect and implement the Placing; (C) the admission of the Placing Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules; (D) to the extent that the acquisition of Comino Shares would constitute a relevant merger within the meaning of section 23 of the Enterprise Act 2002, the Office of Fair Trading indicating, in terms reasonably satisfactory to Civica, that it does not intend to refer the proposed acquisition of Comino by Civica, or any aspect of it, to the Competition Commission; (E) (i) all necessary notifications, filings or applications having been made and all applicable waiting and other time periods (including any extensions thereof) having expired, lapsed or terminated in each case under any applicable legislation and regulations in any jurisdiction and all statutory or regulatory obligations in any jurisdiction having been complied with in each case in connection with the Offer or its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, Comino or any other member of the Wider Comino Group by Civica or any other member of the Wider Civica Group; (ii) all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals (collectively "Consents") which are required by any applicable legislation or regulations in any jurisdiction or which are reasonably deemed necessary or appropriate in any jurisdiction by Civica or any member of the Civica Group in connection with the Offer or its implementation (in each case where failure to obtain such Consent would have a material and adverse effect on a member of the Wider Comino Group, a member of the Wider Civica Group or the implementation of the Offer) including without limitation, the acquisition or proposed acquisition of any shares or other securities in, or control of, Comino or any other member of the Wider Comino Group by Civica or any other member of the Wider Civica Group having been obtained in terms and in a form reasonably satisfactory to Civica from all appropriate Third Parties, including those with whom any member of the Wider Comino Group has entered into contractual arrangements; and (iii) all such Consents together with all other Consents necessary or appropriate to carry on the business of any member of the Wider Comino Group which is material in the context of the Comino Group taken as a whole having been obtained and remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same and all necessary statutory or regulatory requirements in any jurisdiction having been complied with by each member of the Wider Comino Group at the time at which the Offer becomes otherwise unconditional; (F) save as Disclosed, there being no provision of any agreement, arrangement, authorisation, consent, licence, permit or other instrument to which any member of the Wider Comino Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, or any circumstance which, in each case as a consequence of the Offer or the acquisition or proposed acquisition of any shares in, or control of, Comino by any member of the Wider Civica Group or of a change in the control or management of Comino or any other member of the Wider Comino Group or otherwise, would or might reasonably be expected to result in, in any case, to an extent which is or would be material and adverse in the context of the Wider Comino Group taken as a whole: (i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited; (ii) any such agreement, arrangement, authorisation, consent, licence, permit or instrument, or the rights, liabilities, obligations or interests of any such member thereunder, being or becoming capable of being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken thereunder; (iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged, in each case, other than in the ordinary course of business; (iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such security interest (whenever arising or having arisen) becoming enforceable; (v) the rights, liabilities, obligations or interests of any such member of the Wider Comino Group in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected; (vi) the value of any such member or its financial or trading position or prospects or profits being materially prejudiced or adversely affected; (vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or (viii) the creation of any liability, actual or contingent, by any such member, and no event having occurred which, under any provision of any agreement, arrangement, authorisation, consent, licence, permit or other instrument to which any member of the Wider Comino Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, can or might reasonably be expected to result in any of the events or circumstances as are referred to in paragraphs (i) to (viii) of this paragraph; (G) no Third Party having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order or otherwise taken any other step or done any thing and there not continuing to be outstanding any statute, regulation, decision or order which would or can or might reasonably be expected, in any case, to an extent which is material and adverse in the context of the Civica Group or the Comino Group (as the case may be) taken as a whole, to: (i) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by any member of the Wider Comino Group or any member of the Wider Civica Group, of all or any portion of their respective businesses, assets or property or of any shares or other securities in Comino or impose any limitation on the ability of any of them to conduct their respective businesses or to own any of their respective assets or properties or any part thereof; (ii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Civica Group or any member of the Wider Comino Group, directly or indirectly, to acquire or to hold or to exercise effectively any rights of ownership or other rights in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Comino Group or to exercise management control over any such member; (iii) otherwise materially and adversely affect the business, assets, financial condition or trading position or profits or prospects of any member of the Wider Comino Group or any member of the Wider Civica Group (as the case may be); (iv) make the Offer, its implementation or the acquisition or proposed acquisition by Civica or any member of the Wider Civica Group of any shares or other securities in, or control of, Comino void, illegal and/or unenforceable in or under the laws of any relevant jurisdiction, or otherwise, directly or indirectly and to an extent which is material in the context of the Civica Group or the Comino Group (as the case may be), taken as a whole, restrain, restrict, prohibit, delay or otherwise impede or interfere with the implementation of, or impose additional conditions or obligations with respect to the Offer, or otherwise challenge or interfere therewith; (v) require any member of the Wider Civica Group or the Wider Comino Group to acquire or to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Comino Group (other than Comino) owned by any third party; (vi) impose any limitation on the ability of any member of the Wider Comino Group or the Wider Civica Group to co-ordinate or integrate its business, or any part of it, with the business of any other members; or (vii) result in any member of the Wider Comino Group ceasing to be able to carry on business under any name under which it presently does so, and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Comino Shares having expired, lapsed or been terminated; (H) except as Disclosed, no member of the Wider Comino Group having, since 31 March 2005: (i) save as between Comino and wholly-owned subsidiaries of Comino or for Comino Shares issued pursuant to the exercise of options granted under the Comino Share Option Schemes, issued or agreed to issue, authorised or proposed the issue of additional shares of any class; (ii) save as between Comino and wholly-owned subsidiaries of Comino or for the grant of options under the Comino Share Option Schemes, issued or agreed to issue, authorised or proposed the issue of or granted securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities; (iii) other than to another member of the Comino Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise save for the Interim Dividend; (iv) save for intra-Comino Group transactions, merged with or demerged from any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business or save to the extent the same is not material in the context of the Offer or the Comino Group taken as a whole; (v) save for intra-Comino Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital; (vi) save for intra-Comino Group transactions, issued, authorised or proposed the issue of any debentures or, other than in the ordinary course of business, incurred or increased any indebtedness or become subject to any guarantee or other liability (actual or contingent) save to the extent the same is not material in the context of the Offer or the Comino Group taken as a whole; (vii) purchased, redeemed or repaid or authorised or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in paragraph (i) above, made any other change to any part of its share capital; (viii) implemented or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement other than in the ordinary course of business or save to the extent the same is not material in the context of the Comino Group taken as a whole; (ix) save in respect of normal annual salary increases in accordance with past remuneration policies and in the ordinary course, entered into or changed or made any offer (which remains open for acceptance) to enter into or change the terms of any contract with any director or senior executive; (x) entered into, varied or terminated or authorised, proposed or announced its intention to enter into, vary or terminate any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or can reasonably be expected to be restrictive on the business of any member of the Wider Comino Group or which involves an obligation of such a nature or magnitude which is other than in the ordinary course of business and which, in any case, is material in the context of the Comino Group taken as a whole; (xi) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease to carry on all or a substantial part of its business; (xii) taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed save to the extent the same is not material in the context of the Comino Group taken as a whole; (xiii) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Comino Group or the Wider Civica Group other than to a nature and extent which is normal in the context of the business concerned and not material in the context of the Comino Group or the Civica Group (as relevant) taken as a whole; (xiv) waived, settled or compromised any claim otherwise than in the ordinary course of business; (xv) entered into any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition; (xvi) made any alteration to its memorandum or articles of association or equivalent constitutional documents which is material in the context of the Offer; or (xvii) except as required or necessary for the purposes of complying with changes in legislation, made or consented to any change to the terms of the trust deeds constituting the pension schemes established for its directors and/ or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable thereunder, or to the basis on which qualification for or accrual or entitlement led to such benefits or pensions are calculated or determined, or agreed, or consented to, any change to the trustees, and, for the purposes of paragraphs (iii), (iv), (v), and (vi) of this paragraph only, the term "Comino Group" shall mean Comino and its wholly-owned subsidiaries; (I) since 31 March 2005 and save as Disclosed: (i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Comino Group which is material in the context of the Wider Comino Group taken as a whole; (ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Comino Group is or can reasonably expected to become a party (whether as a claimant, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Comino Group having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the Wider Comino Group which in any such case might reasonably be expected to adversely affect any member of the Wider Comino Group to an extent which, in any case, is material in the context of the Wider Comino Group taken as a whole; (iii) no contingent or other liability having arisen or increased or become apparent to Civica which would or might reasonably be likely to adversely affect any member of the Wider Comino Group to an extent which, in any case, is material in the context of the Wider Comino Group taken as a whole; and (iv) no steps having been taken which will or are reasonably likely to result in the withdrawal, cancellation, termination or modification of any authorisation, consent or licence held by any member of the Wider Comino Group which is necessary for the proper carrying on of its business to an extent which, in any case, is material in the context of the Comino Group taken as a whole; and (J) save as Disclosed, Civica not having discovered: (i) that any financial, business or other information concerning any member of the Wider Comino Group contained in the information disclosed (publicly or otherwise) to Civica at any time by or on behalf of any member of the Wider Comino Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading to an extent which, in any case, is material in the context of the Wider Comino Group taken as a whole; (ii) that any member of the Wider Comino Group is subject to any liability (contingent or otherwise) save to an extent the same is not material in the context of the Wider Comino Group taken as a whole; or (iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Comino Group and which is material in the context of the Comino Group taken as a whole. (K) Save as Disclosed, Civica not having discovered that: (i) a member of the Comino Group is not the sole (save for co-ownership with any other members of the Comino Group) unencumbered legal and beneficial owner of or does not have licensed to it (on terms that (a) are not unusual or onerous; (b) will not be adversely affected by the acquisition by Civica of the Wider Comino Group; (c) do not require the making of any payment which is likely to have a material adverse effect on the business of the Wider Comino Group taken as a whole; and (d) are either perpetual and irrevocable, or termination will not be likely to have a material adverse effect on the business of any member of the Wider Comino Group taken as a whole) all intellectual property that is required or reasonably necessary for the conduct of the business of the Wider Comino Group in a manner in all respects similar to the manner in which it is currently conducted; or (ii) any member of the Wider Comino Group has (in the 6 years prior to 13 December 2005) infringed in any material respect, any intellectual property of any third party, or is or has been alleged to have done so; or (iii) there has been (in the 6 years prior to 13 December 2005 material unauthorised use, infringement or misappropriation of any intellectual property of any member of the Wider Comino Group by any third party which would be material and adverse in the context of the Wider Comino Group taken as a whole; or (iv) any third party has a licence (whether express or implied, written or unwritten) to use any intellectual property of any member of the Wider Comino Group, and that any third party is entitled as a result of acquiescence on the part of any member of the Wider Comino Group to use any intellectual property (in each case where this would be likely to have a material adverse effect on the business of the Wider Comino Group) of any member of the Wider Comino Group; or (v) (in the 6 years prior to 13 December 2005) any third party has alleged or suggested that any registered intellectual property, or any material unregistered intellectual property, of the Wider Comino Group is or might be invalid or subject to revocation, or is not or might not be owned by the Wider Comino Group. and for the purpose of this condition (K), "intellectual property" means copyright and rights in the nature of copyright, database rights, design rights, inventions, patents, trade marks, domain names, software, applications for any of the above, confidential information or any other intellectual or industrial property rights, whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world; and "registered intellectual property" means intellectual property which has been registered or in respect of which registration has been applied for. Civica will reserve the right (but shall be under no obligation) to waive or treat as satisfied, in whole or in part, all or any of conditions (B) to (K). Conditions (B) to (K) inclusive must be fulfilled or waived by midnight on the 21st day after the later of the First Closing Date and the date on which condition (A) is fulfilled (or in each such case such later date as Civica may, with the consent of the Panel, decide), failing which the Offer will lapse. Civica shall be under no obligation to waive or treat as satisfied any of the conditions (B) to (K) inclusive by a date earlier than the latest date specified above for the satisfaction thereof, notwithstanding that the other conditions of the Offer may at any date earlier than such date have been waived or treated as satisfied or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment. The conditions are inserted for the benefit of Civica and no Comino Shareholder shall be entitled to waive any of the conditions without the prior consent of Civica. Each of conditions (A) to (K) shall be regarded as a separate condition and shall not be limited by reference to any other condition. The Offer will lapse if the proposed acquisition of Comino by Civica is referred to the Competition Commission before 1pm (London time) on the First Closing Date or the time and date on which the Offer becomes or is declared unconditional as to acceptances (whichever is the later). Unless otherwise determined by Civica and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of, nor will it be made in, into or from the United States, Canada, Australia, Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of any documents relating to the Offer must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from the United States, Canada, Australia, Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction as to do so may invalidate any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves about, and observe, applicable requirements. The Offer will be governed by English law and the Code and will be subject to the jurisdiction of the English courts. If Civica is required by the Panel to make an offer for the Comino Shares under the provisions of Rule 9 of the City Code, Civica may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule. If the Offer lapses, the Offer will cease to be capable of further acceptance and Civica and the accepting Comino Shareholders will cease to be bound by acceptances submitted at or before the time when the Offer so lapses. APPENDIX II 1. Undertakings (a) Directors' irrevocable undertakings Irrevocable undertakings to accept the Offer have been given by the Comino Directors in respect of the following holdings of Comino Shares and Comino Shares in respect of which they hold warrants and/or options under the Comino Share Option Schemes: Name Number of Comino Number of Comino Shares Number of warrants over Shares under option Comino Shares Mark Boleat 5,000 Nil Nil Paul Clifford 76,493 240,000 94,240 Michael Greig 7,000 Nil Nil David Quysner 20,000 Nil Nil David Roots 50,598 117,000 Nil Garth Selvey 600,000 Nil Nil These irrevocable undertakings remain binding even if a higher offer is made by a third party but cease to be binding if the Offer Document is not posted to Comino Shareholders within 28 days after this announcement (or such longer period as may be agreed between Civica and the Panel) or if the Offer is withdrawn or lapses without having become wholly unconditional. (b) Shareholders' irrevocable undertakings Framlington Investment Management Limited has undertaken to accept the Offer in respect of 3,012,500 Comino Shares in aggregate, representing approximately 21.5 per cent. of the current issued share capital of Comino. The undertaking will cease to be binding if the Offer is withdrawn or lapses or if the Offer Document is not despatched to Comino Shareholders on or before 31 January 2006 or such later date as may be agreed from time to time between Civica, Framlington Investment Management Limited and the Panel. In addition, the undertaking will cease to be binding if an offer is made by a third party for all Comino Shares and such an offer, when made, is made at a price per share which is 5 per cent. greater than the price per share under the Offer. Newby Holdings Limited has undertaken to accept the Offer in respect of 370,000 Comino Shares, representing approximately 2.6 per cent. of the current issued share capital of Comino. The undertaking will cease to be binding if the Offer Document is not posted to Comino Shareholders within 28 days (or such longer period as Civica and the Panel may agree, being not more than 6 weeks) after the date of this announcement or if the Offer lapses or is withdrawn without having become wholly unconditional. In addition, the undertaking will cease to be binding if a third party announces a general offer to acquire the entire issued and to be issued share capital of Comino on terms which represent an improvement of more than 10 per cent. on the value of the of the consideration offered under the Offer as at the date such other offer is announced and a firm intention to make such an offer is announced by not later than the 15th business day after the date on which the Offer Document is despatched to Comino shareholders. Schroders Investment Management Limited has confirmed that it is its current intention to accept, or procure the acceptance of, the Offer in respect of 1,577,286 Comino Shares (together with any other Comino Shares which are attributable to or derived from such Comino Shares), representing approximately 11.3 per cent. of the current issued share capital of Comino, by not later than the First Closing Date. 2. Bases and Sources Unless otherwise stated in this announcement: a) financial information relating to Comino has been extracted from the audited accounts of Comino for the year ended 31 March 2005 and the interim results of Comino to 30 September 2005, as appropriate; b) financial information relating to Civica has been extracted from the audited accounts of Civica for the year ended 30 September 2005 and the pro forma results for the year ended 30 September 2004 from the preliminary results announcement dated 13 December 2005; c) the value of the fully diluted share capital of Comino is based upon 14,016,390 Comino Shares in issue on 12 December 2005 (being the last business day prior to the date of this announcement), together with 859,907 Comino Shares to be issued upon either the exercise of options granted under the Comino Option Schemes or warrants over Comino Shares granted to Paul Clifford; d) the amount of cash consideration payable upon full acceptance of the Offer is calculated based upon the fully diluted share capital of Comino (as described in paragraph c above) multiplied by 335 pence, resulting in an aggregate cash payment of approximately #49.8 million; and e) all prices quoted in respect of Comino Shares are the Closing Prices on the relevant day. APPENDIX III Definitions The following definitions apply throughout this announcement, unless the context otherwise requires: "Admission" the admission to AIM of all of the Placing Shares becoming effective, as provided for in Rule 6 of the AIM Rules; "AIM" AIM, a market operated by the London Stock Exchange; "AIM Rules" the rules published by the London Stock Exchange governing admission to and the operation of AIM; "Australia" the Commonwealth of Australia, its states, territories and possessions; "Canada" Canada, its provinces and territories and all areas subject to its jurisdiction or any political sub-division thereof; "City Code" The City Code on Takeovers and Mergers of the United Kingdom; "Civica" Civica plc; "Civica Group" Civica and its subsidiary undertakings and, where the context permits, each of them; "Closing Price" the closing middle-market quotation of an Civica Share or Comino Share (as the case may be) as derived from the AIM appendix of the Daily Official List or the Daily Official List (as the case may be); "Civica Shares" ordinary shares of 5 pence nominal value each in the capital of Civica; "Close Brothers" Close Brothers Corporate Finance Limited; "Comino" Comino Group plc; "Comino Annual Report and the audited annual consolidated financial Accounts" statements of the Comino Group for the financial year ended 31 March 2005; "Comino Directors" the board of directors of Comino; "Comino Group" Comino and its subsidiary undertakings and, where the context permits; each of them; "Comino Interim Results" the unaudited consolidated financial statements of the Comino Group for the six-month period ended 30 September 2005; "Comino Share Option Comino Group plc Share Option Scheme which Schemes" consists of an HM Revenue & Customs approved share option scheme and an unapproved schedule; "Comino Shareholders" the holders of Comino Shares; "Comino Shares" ordinary shares of 5 pence nominal value each in the capital of Comino; "Companies Act" the Companies Act 1985 (as amended); "Daily Official List" the Daily Official List of the London Stock Exchange; "Debt Facility" the #25,000,000 committed term loan facility made available by RBS to members of the Civica Group under a #65,000,000 credit agreement dated 30 September 2005, as amended and restated on the date of this announcement; "Disclosed" as disclosed in the Comino Annual Report and Accounts or the Comino Interim Results or as otherwise publicly announced by or on behalf of Comino (by the delivery of an announcement to a Regulatory Information Service) prior to 13 December 2005 or as otherwise fairly disclosed in writing to Civica by or on behalf of Comino or its advisers prior to 13 December 2005; "First Closing Date" the date which is 21 days after the day of posting of the Offer Document; "Form of Acceptance" the form of acceptance relating to the Offer which will accompany the Offer Document; "Interim Dividend" the interim dividend of 3 pence per Comino Share payable on 26 January 2006 to Comino Shareholders on the register at the close of business on 6 January 2006; "Investec" Investec Investment Banking, a division of Investec Bank (UK) Limited; "Ireland" the Republic of Ireland; "Japan" Japan, its cities and prefectures, territories and possessions; "Listing Rules" the Listing Rules made by the UK Listing Authority under section 73A of the Financial Services and Markets Act 2000, as amended; "London Stock Exchange" London Stock Exchange plc; "Offer" the recommended offer to be made by Investec on behalf of Civica to acquire all of the issued and to be issued Comino Shares (other than any already owned by a member of the Civica Group) on the terms and subject to the conditions set out in this announcement and to be set out in the Offer Document and the Form of Acceptance and, where the context so requires, any subsequent revision, variation, extension or renewal of such Offer; "Offer Document" the document to be sent to Comino Shareholders which will contain, inter alia, the terms and conditions of the Offer; "Official List" The Official List of the UK Listing Authority; "Panel" The Panel on Takeovers and Mergers of the United Kingdom; "Placing" the conditional placing by Investec of the Placing Shares at the Placing Price in accordance with the terms of an agreement between Investec and Civica; "Placing Price" 230 pence per Placing Share; "Placing Shares" 11,304,348 new Civica Shares to be issued pursuant to the Placing; "RBS" The Royal Bank of Scotland plc; "Regulatory Information any of the services set out in Appendix 3 to the Service" Listing Rules; "Resolutions" the ordinary and special resolutions to be passed at an extraordinary general meeting of Civica Shareholders referred to in paragraph 12 of this announcement; "Third Party" any government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, stock exchange, trade agency, association, institution or any other body or person whatsoever in any jurisdiction; "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland; "UK Listing Authority" The Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000, as amended; "United States" or "US" the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia and all other areas subject to its jurisdiction; "Wider Civica Group" Civica and any subsidiaries and subsidiary and/or associated undertakings of Civica and any other undertakings in which Civica and any such subsidiaries and subsidiary and/or associated undertakings (aggregating their interests) have a significant interest; and "Wider Comino Group" Comino and any subsidiaries and subsidiary and/or associated undertakings of Comino and any other undertakings in which Comino and any such subsidiaries and subsidiary and/or associated undertakings (aggregating their interests) have a significant interest. For the purposes of this document "subsidiary", "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given to those terms by the Companies Act (but for this purpose ignoring paragraph 20(1)(b) of the Schedule 4A to the Companies Act) and "significant interest" means a direct or indirect interest in 20 per cent or more of the voting or equity share capital (or the equivalent) of the undertaking. This information is provided by RNS The company news service from the London Stock Exchange END OFFGUGQCPUPAPWP
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