Angel Acquisitions Limited Offer declared unconditional (8798C)

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RNS Number : 8798C

Angel Acquisitions Limited

22 April 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL

22 April 2013

RECOMMENDED OFFER

By

ANGEL ACQUISITIONS LTD

For

HEALTHCARE LOCUMS PLC

OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

Introduction

On 11 April 2013, the Board of Directors of Angel Acquisitions Limited ("Angel Acquisitions") and the Board of Directors of Healthcare Locums plc ("HCL") announced the terms of a recommended offer to be made by Angel Acquisitions to acquire the entire issued ordinary share capital of HCL (the "Offer"). The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document issued by Angel Acquisitions on 17 April 2013 (the "Offer Document").

Capitalised terms used in this announcement have the same meanings given to them in the Offer Document unless stated otherwise. All references to time in this announcement are to London time.

HCL Shares Acquired

The Angel Acquisitions Board announces that as at 7 am on 22 April 2013, Angel Acquisitions has acquired 589,969,453 shares from ACE Holdco and Tosca Opportunity, representing approximately 69.6% of the entire issued share capital of HCL (the "Acquired Shares"). The Offer did not relate to the Acquired Shares, which were acquired pursuant to the terms of a Joint Venture Agreement between Angel Acquisitions, Tosca Opportunity, ACE Holdco and Ares Europe, and not pursuant to the Offer.

Offer Declared Wholly Unconditional

Angel Acquisitions refers to paragraph 1(a) of Part A of Appendix I to the Offer Document and hereby announces that it is electing to waive the condition set out in that paragraph as to acceptances of the Offer, together with all other conditions of the Offer which have not yet been satisfied or waived.

Accordingly, Angel Acquisitions today announces that all of the conditions to the recommended Offer for HCL have been satisfied or waived and that the Offer is declared wholly unconditional.

Settlement

The consideration to which any HCL Shareholder accepting the Offer is entitled under the Offer will be settled (i) in the case of valid acceptances received on or before the date of this announcement, on or before 6 May 2013; and (ii) in the case of valid acceptances received after the date of this announcement, but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.

Enquiries:

Canaccord Genuity (financial adviser to Angel Acquisitions and the Consortium)

   Andrew Speirs                      Tel: [phone] 

David Tyrrell

Canaccord Genuity, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Angel Acquisitions and the Consortium and no one else in connection with the Offer and will not be responsible to anyone other than Angel Acquisitions and the Consortium for providing the protections afforded to clients of Canaccord Genuity or for providing advice in relation to the Offer or any other matters referred to in this announcement.

This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for or an invitation to purchase, any securities.

The directors of Angel Acquisitions accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Angel Acquisitions (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period, and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions. In addition, the availability of the Offer to persons who are resident in jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of the relevant jurisdictions in which they are located. Persons into whose possession this announcement comes should inform themselves about, and observe, any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the securities laws and/or regulations of any such jurisdiction.

In particular, copies of this announcement and any other formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any of them in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

This information is provided by RNS

The company news service from the London Stock Exchange

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