Healthcare Locums PLC Offer Document Posted (6237C)

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RNS Number : 6237C

Healthcare Locums PLC

17 April 2013

 
 
 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 
  IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, 
  IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD 
  CONSTITUTE A VIOLATION OF THE RELEVANT LAWS 
  OF SUCH JURISDICTIONS 
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 FOR IMMEDIATE RELEASE 
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 17 APRIL 2013 
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 RECOMMENDED CASH OFFER FOR HEALTHCARE LOCUMS 
  PLC BY ANGEL ACQUISITIONS LIMITED 
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 POSTING OF OFFER DOCUMENT 
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 Further to the announcement on 11 April 2013 
  by Angel Acquisitions Limited of a recommended 
  cash offer (the "Offer") to acquire the entire 
  issued and to be issued share capital of Healthcare 
  Locums plc ("HCL" or the "Company") at an offer 
  price of 0.75 pence per ordinary share, Angel 
  Acquisitions Limited is pleased to announce 
  that the offer document (the "Offer Document") 
  is being posted to HCL Shareholders today, together 
  with the Form of Acceptance (in respect of HCL 
  Shares in certificated form). The Offer Document 
  contains, amongst other things, the full terms 
  of, and conditions to the Offer. The Offer values 
  the entire existing issued share capital of 
  HCL at approximately GBP6.4 million. 
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 The Offer will initially remain open for acceptance 
  until 1.00 p.m. (London time) on 8 May 2013. 
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 To accept the Offer in respect of HCL Shares 
  held in certificated form, HCL Shareholders 
  must complete the Form of Acceptance in accordance 
  with the instructions printed on it and set 
  out in the Offer Document and return it together 
  with their share certificate(s) or other document(s) 
  of title to Capita Registrars, receiving agent 
  for the Offer, as soon as possible and, in any 
  event, so as to be received by Capita Registrars 
  by no later than 1.00 p.m. (London time) on 
  8 May 2013. 
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 To accept the Offer in respect of HCL Shares 
  held in uncertificated form (that is, in CREST), 
  HCL Shareholders must follow the procedure for 
  electronic acceptance through CREST in accordance 
  with the instructions set out in the Offer Document 
  so that the TTE instruction settles as soon 
  as possible and, in any event, by no later than 
  1.00 p.m. (London time) on 8 May 2013. If HCL 
  Shareholders hold their HCL Shares as a CREST 
  sponsored member, they should refer to their 
  CREST sponsor as only their CREST sponsor will 
  be able to send the necessary TTE instruction 
  to Euroclear. 
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 A copy of this announcement, the Offer Document 
  and the Form of Acceptance will be available 
  for inspection free from charge, subject to 
  certain restrictions relating to persons resident 
  in Restricted Jurisdictions, on Toscafund's 
  website (at www.toscafund.com) during the course 
  of the Offer. 
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 Capitalised terms used but not defined in this 
  announcement shall have the meaning given to 
  them in the Offer Document. 
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 Enquiries: 
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 Canaccord Genuity (financial                       Tel: +44 (0)20 
  adviser to Angel Acquisitions                      7665 4500 
  and the Consortium) 
  Andrew Speirs 
  David Tyrrell 
-------------------------------------------------  ---------------------- 
 Healthcare Locums plc                              Tel: +44 (0) 
  Stephen Burke, Chief Executive                     20 7451 1451 
  Officer 
-------------------------------------------------  ---------------------- 
 Investec (financial adviser and                    Tel: +44 (0) 
  corporate broker to HCL)                           20 7597 4000 
  Gary Clarence 
  Patrick Robb 
  Daniel Adams 
-------------------------------------------------  ---------------------- 
 Pelham Bell Pottinger (public                      Tel: +44 (0) 
  relations adviser to HCL)                          20 7861 3232 
  David Rydell 
  Emma Kent 
-------------------------------------------------  ---------------------- 
 Canaccord Genuity, which is authorised and regulated 
  in the UK by the FCA, 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 for providing advice in relation to 
  the Offer or any other matters referred to in 
  this announcement. 
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 Investec, which is authorised and regulated 
  in the UK by the FCA, is acting exclusively 
  for HCL and no one else in connection with the 
  Offer and will not be responsible to anyone 
  other than HCL for providing the protections 
  afforded to clients of Investec for providing 
  advice in relation to the Offer or any other 
  matters referred to in this announcement. 
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 This announcement is for information purposes 
  only. It is not intended to and does not constitute, 
  or form part of, an offer or invitation or the 
  solicitation of any offer to sell or purchase 
  any securities or the solicitation of any offer 
  to otherwise acquire, subscribe for, sell or 
  otherwise dispose of any security pursuant to 
  the Offer or otherwise. The Offer will be made 
  solely by means of the Offer Document and, in 
  respect of HCL Shares held in certificated form, 
  the Form of Acceptance, which will contain the 
  full terms and conditions of the Offer, including 
  details of how the Offer may be accepted. Any 
  decision in respect of, or other response to, 
  the Offer should be made only on the basis of 
  the information contained in those documents. 
 
  This announcement does not constitute a prospectus 
  or prospectus equivalent document. 
 
  This announcement has been prepared for the 
  purpose 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 of jurisdictions 
  outside of England. 
 
  The release, publication or distribution of 
  this announcement in jurisdictions other than 
  the United Kingdom may be restricted by laws 
  and/or regulations of those jurisdictions. Therefore 
  any persons who are subject to the laws and 
  regulations of any jurisdiction other than the 
  United Kingdom 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 laws and/or regulations of any such jurisdiction. 
 
  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. Therefore any persons 
  who are subject to the laws and regulations 
  of any jurisdiction other than the United Kingdom 
  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 laws and/or 
  regulations of any such jurisdiction. 
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 Disclosure requirements of the Takeover Code 
  (the "Code") 
 
  Under Rule 8.3(a) of the Code, any person who 
  is interested in 1% or more of 
  any class of relevant securities of an offeree 
  company or of any paper offero 
  (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 pm (London time) on the 10th 
  business day following the commencement of the 
  offer period and, if appropriate, by no later 
  than 3.30 pm (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 Code, any person who 
  is, or becomes, interested in 1% 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, 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 pm (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. 
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