Offer Declared Unconditional as to Acceptances (6566T)

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RNS Number : 6566T

Quindell Portfolio PLC

09 December 2011

ALL REFERENCES TO TIME IN THIS ANNOUNCEMENT ARE TO LONDON TIME

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 CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

9 December 2011

RECOMMENDED SHARE OFFER

for

MOBILE DOCTORS GROUP PLC

by

QUINDELL PORTFOLIO PLC

OFFER UPDATE - OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES

Introduction

On 2 December 2011, the board of directors of Quindell Portfolio Plc ("Quindell") and the Independent Directors of Mobile Doctors Group Plc ("Mobile Doctors") announced that they had reached agreement on the terms of a recommended all share offer to be made by Quindell for Mobile Doctors (the "Offer").

On 7 December 2011, Quindell published and posted to Mobile Doctors Shareholders the document containing the full terms and conditions of the Offer (the "Offer Document") together with the relevant Form of Acceptance in respect of Mobile Doctors Shares held in certificated form.

Quindell today announces that, as at 1.00 p.m. on 8 December 2011, it had received acceptances in respect of 12,187,950 MDG Offer Shares, representing approximately 92.4 per cent. of the MDG Offer Shares and approximately 72.9 per cent. of the existing issued share capital of Mobile Doctors. These acceptances were all from the Mobile Doctors Shareholders who have previously signed irrevocable undertakings to accept the Offer as set out in the Offer Document.

Following the receipt of these acceptances, there are now no outstanding irrevocable undertakings to accept the Offer.

Quindell has previously acquired 3,523,868 Mobile Doctors Shares, representing approximately 21.1 per cent.of the issued share capital of Mobile Doctors. This interest, taken together with the Mobile Doctors Shares which are the subject of the acceptances referred to above represents approximately 94.0 per cent., in aggregate, of the issued share capital of Mobile Doctors.

Save as set out in this announcement and the Offer Document, neither Quindell nor any person acting in concert with it has an interest in any relevant Mobile Doctors securities.

Unconditional as to acceptances

In accordance with the level of acceptances set out above, Quindell announces that the Offer is declared unconditional as to acceptances. The Offer will now remain open for acceptance until 3.00 p.m. on 11 January 2012. Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document and, for Mobile Doctors Shares held in certificated form, the Form of Acceptance.

The Quindell Board has applied for the admission to trading on AIM of the 71,092,308 New Quindell Shares to be allotted pursuant to the acceptances referred to above and the Quindell Board anticipates that Condition 2, as set out on page 25 of the Offer Document, (the "Admission Condition") will be satisfied later today, Friday 9 December 2011. In this event and assuming that Conditions 3 to 8 set out in Part A of Appendix 1 to the Offer Document are then satisfied (or waived), the Quindell Board anticipates that the Offer will be declared wholly unconditional on Monday 12 December 2011 and admission to AIM would occur, and trading commence, for the 71,092,308 New Quindell Shares referred to above at 8.00am on Monday 12 December 2011.

Proposed Cancellation of admission of Mobile Doctors Shares

Further to this announcement of the Offer being declared unconditional as to acceptances, Quindell confirms its intention to seek cancellation of admission to trading on AIM of Mobile Doctors Shares ("Cancellation") should the Offer become or be declared wholly unconditional. In accordance with Rule 41 of the AIM Rules, Quindell has received confirmation from the London Stock Exchange that Cancellation will not require Mobile Doctors' shareholder approval.

The Cancellation will be sought as a consequence of Mobile Doctors becoming a subsidiary of Quindell.

Upon the Cancellation becoming effective, Seymour Pierce will cease to be nominated adviser to Mobile Doctors. Mobile Doctors will no longer be required to comply with the AIM Rules and Mobile Doctors will no longer be bound (or able) to announce, via a regulatory information service, material events, administrative changes or material transactions or to announce interim or final results.

Upon the Cancellationbecoming effective, Mobile Doctors' CREST facility will be cancelled and Mobile Doctors Shares held in uncertificated form prior to Cancellation will be converted into certificated form and Mobile Doctors Shareholders who hold such shares will be sent share certificates to their registered addresses by first class post (at their own risk).

Cancellation will significantly reduce the liquidity and marketability of any Mobile Doctors Shares which have not been acquired by Quindell under the Offer, there would no longer be a public trading facility for Mobile Doctors Shares and their value may be affected as a consequence.

It is anticipated that the last day of dealings in Mobile Doctors Shares will be 10 January 2012 and that the effective date of Cancellation will be 11 January 2012.

Actions to be taken

Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document and (in the case of Mobile Doctors Shares held in certificated form) the Form of Acceptance.

If you are in any doubt about the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, solicitor, accountant or other independent financial adviser authorised under FSMA if you are resident in the UK or, if not, from another appropriately authorised financial adviser.

Capitalised terms used but not defined in this announcement shall have the respective meanings given to them in the Offer Document.

Enquiries:

For further information, please contact:

 
 Quindell Portfolio Plc 
  Rob Terry, Chairman & Chief Executive     Tel: [phone] 
 
  Laurence Moorse, Group Finance            Tel: [phone] 
  Director 
                                            Tel: [phone] 
  Media Inquiries - Tracey Terry,           [e-mail] 
  Chief Communications Officer 
 Daniel Stewart & Company Plc 
  (Financial Adviser to Quindell)           Tel: [phone] 
  Antony Legge/James Thomas 
 Mobile Doctors Group Plc                  Tel: [phone] 
  Peter Opperman, Non Executive Chairman 
  Mark Dillon, Finance Director 
 Seymour Pierce Limited 
  (Financial Adviser to Mobile Doctors)     Tel: [phone] 
  Stewart Dickson/Tom Sheldon 
 Media Enquiries 
  Redleaf Polhill Limited 
  Rebecca Sanders-Hewett                    Tel: [phone] 
  Jenny Bahr                                [e-mail] 
 

This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise. The Offer is made by the Offer Document which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. In deciding whether or not to accept the Offer, Mobile Doctors Shareholders should rely solely on the information contained in, and follow the procedures set out in, the Offer Document and, in respect of Mobile Doctors Shares held in certificated form, the Form of Acceptance.

Daniel Stewart, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Quindell and no one else in connection with the Offer and will not be responsible to anyone other than Quindell for providing the protections afforded to clients of Daniel Stewart nor for providing advice in relation to the Offer, the contents of this announcement or any other matter or arrangement referred to in this announcement.

Seymour Pierce, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Mobile Doctors and no one else in connection with the Offer and will not be responsible to anyone other than Mobile Doctors for providing the protections afforded to clients of Seymour Pierce nor for providing advice in relation to the Offer, the contents of this announcement or any other matter or arrangement referred to in this announcement.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Quindell in its sole discretion, the Offer is not being, and will not be, made, directly or indirectly, in or into any Restricted Jurisdiction and will not be capable of acceptance from within any such jurisdiction. Accordingly, unless otherwise determined by Quindell in its sole discretion, copies of this announcement and any 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 such documents in or into or from any Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer documentation and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction.

These written materials do not represent an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933 (the "US Securities Act") or an exemption therefrom. The New Quindell Shares have not been, and will not be, registered under the US Securities Act or under any relevant securities laws of any state or other jurisdiction of the United States, nor have clearances been, nor will they be, obtained from any securities commission of any province of Canada and no prospectus has been, or will be, filed or registration made, under any securities law of Canada nor has a prospectus in relation to the New Quindell Shares been, nor will one be, lodged with or registered by, the Australian Securities and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the New Quindell Shares to be offered in compliance with applicable securities laws of Japan. Accordingly, unless an exemption under relevant securities laws is available, the New Quindell Shares may not be offered, sold, resold or delivered, directly or indirectly, in, into or from a Restricted Jurisdiction, or to or for the account or benefit of any US person or resident of any Restricted Jurisdiction.

This announcement has been prepared for the purposes of complying with English law, the City Code and the AIM Rules 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. The Offer is subject to the AIM Rules and the City Code.

Forward-looking statements

This announcement and the information herein contains certain forward-looking statements with respect to the financial condition, results of operations and business of Quindell, Mobile Doctors and certain plans and objectives of the Mobile Doctors Board, the Independent Directors of Mobile Doctors and the Quindell Board. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Independent Directors of Mobile Doctors and the Quindell Board in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. Forward-looking statements are not guarantees of future performance. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Many of these risks and uncertainties relate to factors that are beyond the ability of Quindell and Mobile Doctors to control or estimate precisely. Neither Quindell nor Mobile Doctors can give any assurance that such forward-looking statements will prove to have been correct. Should one or more of these risks or uncertainties materialise or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Neither Mobile Doctors nor Quindell nor their respective boards of directors assume any obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the provision of copies of this announcement shall not give rise to any implication that there has been no change in the facts set out herein since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Quindell or Mobile Doctors or any member of the Quindell Group or the Mobile Doctors Group except where expressly stated.

Publication on the Quindell website and the Mobile Doctors website

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Quindell's website at www.quindell.com and on Mobile Doctors' website at www.mobile-doctors.co.uk by no later than 12:00 noon on 9 December 2011 and during the course of the Offer.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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