Recommended Cash Acquisition of Nestor Healthcare

 

TIDMNSR 
 
RNS Number : 3931X 
Nestor Healthcare Group PLC 
06 December 2010 
 

Not for release, publication or distribution, in whole or in part, directly or 
indirectly, in, into or from any jurisdiction where to do so would constitute a 
violation of the relevant laws or regulations of such jurisdiction 
                                                                 6 December 2010 
        Recommended cash acquisition 
 of 
 Nestor Healthcare Group 
 plc 
 by 
 Saga Group Limited 
 (to be implemented by way of a scheme of 
            arrangement 
 under Part 26 of the Companies Act 2006) 
Summary 
The boards of Saga Group Limited ("Saga"), a subsidiary of Acromas Holdings 
Limited ("Acromas"), and Nestor Healthcare Group plc ("Nestor"), are pleased to 
announce that they have reached agreement on the terms of a recommended cash 
acquisition by Saga of the entire issued and to be issued ordinary share capital 
of Nestor. 
?        Under the terms of the Acquisition, Nestor Shareholders will receive 
110 pence in cash for each Nestor Share, valuing Nestor's existing issued 
ordinary share capital at approximately GBP124 million.  On a fully diluted 
basis, the Acquisition values Nestor's issued and to be issued ordinary share 
capital at approximately GBP133 million. 
?        The price of 110 pence for each Nestor Share represents: 
?        a premium of approximately 36.6 per cent. to the Closing Price of 80.5 
pence per Nestor Share on 10 August 2010, being the last business day before 
Nestor's announcement that it had received an approach from Saga; and 
?        a premium of approximately 4.0 per cent. to the Closing Price of 105.75 
pence per Nestor  Share on 3 December 2010, being the last business day before 
this announcement. 
?        Nestor intends to pay a second interim dividend of 2.5 pence per Nestor 
Share for the year ended 31 December 2010 in lieu of any final dividend.  This 
dividend will be paid to the holders of Nestor Shares on the register at the 
close of business on 24 December 2010. This amount is in addition to the 110 
pence per Nestor Share to be received by Nestor Shareholders under the terms of 
the Acquisition. 
?        Saga has received irrevocable undertakings (including from all of the 
Nestor Directors who are also Nestor Shareholders) to vote in favour of the 
Scheme at the Court Meeting and the Special Resolution to be proposed at the 
General Meeting in respect of 61,189,626 Nestor Shares representing 
approximately 54.2 per cent. of the existing issued ordinary share capital of 
Nestor. Further details of these irrevocable undertakings are set out in 
Appendix  III of this announcement. 
?        Nestor is a large independent UK healthcare organisation dedicated to 
providing managed services to health and social care customers in the UK. Nestor 
focuses on delivering person-centred solutions, providing short-term or 
long-term health and social care as a partner of the community. The Group was 
established in 1949 and employs a nationwide workforce, managed and deployed 
from a network of local branches. For the financial year ended 31 December 2009, 
Nestor reported revenue of GBP152.0 million, adjusted operating profit of GBP9.7 
million and a profit before taxation of GBP7.3 million. 
?        Acromas is the holding company for two of Britain's most well-known 
brands, having acquired the businesses of Saga and the AA in September 2007. 
Saga is a wholly-owned subsidiary of Acromas and is a holding company for a 
number of entities in the Acromas Group, which provide products and services 
under the Saga brand. Saga is the UK's leading provider of products and services 
specifically designed for people aged 50 and over.  With 2.6 million customers, 
Saga provides insurance, financial services and holidays. In all, Acromas Group 
companies serve over 18 million customers, employ over 12,000 people and 
produced turnover of GBP1.7 billion and EBITDA excluding exceptional items of 
over GBP575 million in its last financial year ending 31 January 2010. 
?        It is intended that the Acquisition is implemented by way of a 
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, 
further details of which are contained in the full text of this announcement. 
?        The Nestor Directors, who have been so advised by Investec, consider 
the terms of the Acquisition to be fair and reasonable.  In providing its 
advice, Investec has taken into account the commercial assessment of the Nestor 
Directors.  Accordingly, the Nestor Directors intend unanimously to recommend to 
Nestor Shareholders to vote in favour of the Scheme at the Court Meeting and the 
Special Resolution to be proposed at the General Meeting.  The Nestor Directors 
who are also Nestor Shareholders have given irrevocable undertakings to vote in 
favour of the Scheme at the Court Meeting and the Special Resolution to be 
proposed at the General Meeting. 
?        In order to become Effective, the Acquisition must, among other things, 
be approved by the requisite majorities of the Nestor Shareholders present (in 
person or by proxy) and entitled to vote at the Court Meeting and the General 
Meeting. 
?        It is expected that the Scheme Document will be posted on or around 10 
December 2010 and that the Court Meeting and General Meeting will be held on or 
around 4 January 2011.  Subject to the satisfaction or waiver of the relevant 
Conditions as set out in Appendix I to this announcement, the Scheme will become 
Effective in January 2011. 
Commenting on the Acquisition, Andrew Goodsell, Executive Chairman of Saga, 
said: 
"This deal represents a great opportunity for Saga to accelerate its growth 
strategy for home healthcare services. 
We believe there is real potential to develop a major national branded 
healthcare business for our customers and Nestor's work in recent years will 
help us achieve this.  I look forward to welcoming the staff and customers of 
Nestor to Saga and to an exciting future together." 
Commenting on the Acquisition, John Rennocks, Chairman of Nestor, said: 
"The management team at Nestor has done an outstanding job in improving the 
Nestor businesses in the last two years. I am pleased that we can now achieve 
realisation of sensible value for our shareholders by combining our businesses 
with two very highly regarded branded businesses in a way in which the Nestor 
team can, with their new owners, continue to lead the growth into the Health and 
Domiciliary Care markets in which they have become so successful. We wish them 
and their new owners well for the future." 
This summary should be read in conjunction with, and is subject to, the full 
text of the following announcement including the Appendices.  Appendix I to the 
announcement contains the conditions and certain further terms of the Scheme and 
the Acquisition.  Appendix II contains further details of the sources of 
information and bases of calculations set out in this announcement.  Appendix 
III details those Nestor Directors and other Nestor Shareholders who have given 
irrevocable undertakings and Appendix IV contains definitions of certain 
expressions used in this summary and in this announcement. 
Enquiries: 
Saga / Acromas 
                               Tel: [phone] 
Andrew Goodsell, Executive Chairman 
Stuart Howard, Chief Financial Officer 
Credit Suisse (financial adviser to Saga and Acromas) 
   Tel: [phone] 
George Maddison 
Madelaine McTernan 
Faisal Tabbah 
Brunswick Group (PR adviser to Saga and Acromas) 
 Tel: [phone] 
David Yelland 
James Olley 
Nestor 
                                       Tel: [phone] 
John Rennocks, Chairman 
John Ivers, Chief Executive 
Investec (financial adviser and broker to Nestor) 
        Tel: [phone] 
Martin Smith 
Gary Clarence 
Citigate Dewe Rogerson (PR adviser to Nestor) 
       Tel: [phone] 
Toby Mountford 
Ged Brumby 
Further information 
This announcement is not intended to and does not constitute, or form part of, 
any offer to sell or subscribe for or an invitation to purchase or subscribe for 
any securities or the solicitation of any vote or approval in any jurisdiction 
pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance 
or transfer of securities of Nestor in any jurisdiction in contravention of 
applicable law.  The Acquisition will be made solely by means of the Scheme 
Document, which will contain the full terms and conditions of the Acquisition, 
including details of how to vote in favour of the Acquisition.  Any vote in 
respect of the Acquisition should be made only on the basis of information in 
the Scheme Document. Nestor Shareholders are advised to read the formal 
documentation in relation to the Acquisition carefully, once it has been 
dispatched. 
Whether or not certain Nestor Shares are voted at the Court Meeting or the 
General Meeting, if the Scheme becomes Effective, those Nestor Shares will be 
cancelled pursuant to the Scheme in return for the payment of 110 pence in cash 
per Nestor Share. 
Credit Suisse Securities (Europe) Limited ("Credit Suisse"), which is authorised 
and regulated by the Financial Services Authority in the United Kingdom, is 
acting for Saga and Acromas and for no one else in connection with the contents 
of this announcement and any matter referred to herein and will not be 
responsible to any person other than Saga and Acromas for providing the 
protections afforded to clients of Credit Suisse, nor for providing advice in 
relation to the contents of this announcement or any matter referred to herein. 
Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes 
or accepts any duty, liability or responsibility whatsoever (whether direct or 
indirect, whether in contract, in tort, under statute or otherwise) to any 
person who is not a client of Credit Suisse in connection with this 
announcement, any statement contained herein or otherwise. 
Investec Investment Banking, a division of Investec Bank plc ("Investec"), which 
is authorised and regulated in the United Kingdom by the Financial Services 
Authority, is acting exclusively for Nestor and for no one else in connection 
with the contents of this announcement, any matter referred to herein and the 
Acquisition and will not be responsible to any person other than Nestor for 
providing the protections afforded to clients of Investec, nor for providing 
advice in relation to the contents of this announcement, any matter referred to 
herein and the Acquisition. Neither Investec nor any of its subsidiaries, 
branches or affiliates owes or accepts any duty, liability or responsibility 
whatsoever (whether direct or indirect, whether in contract, in tort, under 
statute or otherwise) to any person who is not a client of Investec in 
connection with this announcement, any statement contained herein or otherwise. 
Notice to US holders of Nestor Shares 
The Scheme relates to the shares of an English company that is a "foreign 
private issuer" as defined under Rule 3b-4 under the US Exchange Act and will be 
governed by English law.  Neither the proxy solicitation rules nor the tender 
offer rules under the US Exchange Act will apply to the Scheme.  Moreover, the 
Scheme will be subject to the disclosure requirements and practices applicable 
in the UK to schemes of arrangement, which differ from the disclosure 
requirements of the US proxy solicitation rules and tender offer rules. 
Financial information included or referred to in this announcement or the Scheme 
Document, or which may be incorporated by reference into the Scheme Document, 
has been or will have been prepared in accordance with accounting standards 
applicable in the UK  that may not be comparable to the accounting standards 
applicable to financial statements of US companies or companies whose financial 
statements are prepared in accordance with generally accepted accounting 
principles in the US.  If Saga elects to implement the acquisition of the Nestor 
Shares by way of an Offer, the Offer will be made in compliance with applicable 
US tender offer and securities laws and regulations. 
Nestor and Saga are each organised under the laws of England.  All of the 
officers and directors of Nestor and Saga are residents of countries other than 
the United States.  It may not be possible to sue Nestor and Saga in a non-US 
court for violations of US securities laws.  It may be difficult to compel 
Nestor, Saga and their respective affiliates to subject themselves to the 
jurisdiction and judgment of a US court. 
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US 
Exchange Act, Saga or its nominees, or its brokers (acting as agents), may from 
time to time make certain purchases of, or arrangements to purchase Nestor 
Shares outside of the United States, other than pursuant to the Acquisition, 
until the date on which the Acquisition and/or Scheme becomes Effective, lapses 
or is otherwise withdrawn.  These purchases may occur either in the open market 
at prevailing prices or in private transactions at negotiated prices.  Any 
information about such purchases will be disclosed as required in the UK, will 
be reported to the Regulatory Information Service of the London Stock Exchange 
and will be available on the London Stock Exchange website at 
http://www.londonstockexchange.com/prices-and-news/pricesnews/home.htm. 
Overseas Shareholders 
The availability of the Acquisition or the distribution of this announcement to 
Nestor Shareholders who are not resident in the United Kingdom may be affected 
by the laws of the relevant jurisdictions in which they are located or of which 
they are citizens.  Such persons should inform themselves of, and observe, any 
applicable legal or regulatory requirements of their jurisdictions.  Nestor 
Shareholders who are in any doubt regarding such matters should consult an 
appropriate independent professional adviser in the relevant jurisdiction 
without delay. Further details in relation to overseas shareholders will be 
contained in the Scheme Document. 
Forward-looking statements 
This announcement, oral statements made regarding the Acquisition and other 
information published by Saga, Acromas, Nestor or their respective affiliates 
may contain certain statements that are or may be forward-looking.  These 
statements are based on the current expectations of the management of Saga, 
Acromas and/or Nestor (as applicable) and are naturally subject to uncertainty 
and changes in circumstances.  The forward-looking statements contained herein 
may include statements about the expected effects of the Acquisition, the 
expected timing and scope of the Acquisition, anticipated earnings enhancements, 
estimated cost savings and other synergies, costs to be incurred in achieving 
synergies, potential disposals and other strategic options and all other 
statements in this announcement other than historical facts.  Forward-looking 
statements include, without limitation, statements that typically contain words 
such as: "will", "may", "should", "could", "continue", "believes", "expects", 
"intends", "estimates", "anticipates", "aims", "targets", "plans" and 
"forecasts" or words of similar import.  The forward-looking statements involve 
risks and uncertainties that could cause actual results to differ materially 
from those expressed in the forward-looking statements.  Many of these risks and 
uncertainties relate to factors that are beyond the ability of the person making 
the statement to control or estimate precisely, such as future market conditions 
and the behaviour of other market participants.  Other unknown or unpredictable 
factors could also cause actual results to differ materially from those in the 
forward looking statements.  Therefore investors should not place undue reliance 
on such statements as a prediction of actual results.  Saga, Acromas and Nestor 
and their respective affiliates assume no obligation and do not intend to update 
these forward-looking statements, whether as a result of new information, future 
events or otherwise, except as required pursuant to applicable law. 
Disclosure requirements 
Under Rule 8.3(a) of the Code, any person who is, or becomes, "interested" 
(directly or indirectly) in one 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.  An "Opening 
Position Disclosure" by a person to whom Rule 8.3(a) of the Code 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 Code, any person who is, or becomes, interested in one 
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, save to the extent that these details have previously been disclosed 
under Rule 8 of the Code.  A "Dealing Disclosure" by a person to whom Rule 
8.3(b) of the Code 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 of the Code. 
"Opening Position Disclosures" must also be made by the offeree company and by 
any paper offeror and "Dealing Disclosures" must also be made by the offeree 
company, by any paper offeror and by any persons acting in concert with any of 
them (see Rules 8.1, 8.2 and 8.4 of the Code). 
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.  If you are in any doubt as to whether you are required to 
make an Opening Position Disclosure or a Dealing Disclosure, you should contact 
the Panel's Market Surveillance Unit on [phone]. 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website.  If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8 of the Code, you should contact an 
independent financial adviser authorised by the FSA under FSMA or consult the 
Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone 
number [phone]. 
Publication on website 
A copy of this announcement will be available free of charge on Nestor's website 
at www.nestorplc.co.uk by no later than 12.00 p.m. (London time) on 7 December 
2010. 
 
Not for release, publication or distribution, in whole or in part, directly or 
indirectly, in, into or from any jurisdiction where to do so would constitute a 
violation of the relevant laws or regulations of such jurisdiction 
                                                                 6 December 2010 
        Recommended cash acquisition 
 of 
 Nestor Healthcare Group 
 plc 
 by 
 Saga Group Limited 
 (to be implemented by way of a scheme of 
            arrangement 
 under Part 26 of the Companies Act 2006) 
1.         Introduction 
The boards of Saga Group Limited ("Saga"), a subsidiary of Acromas Holdings 
Limited ("Acromas"), and Nestor Healthcare Group plc ("Nestor") are pleased to 
announce that they have reached agreement on the terms of a recommended cash 
acquisition by Saga of the entire issued and to be issued ordinary share capital 
of Nestor. 
Under the terms of the Acquisition, which will be subject to the Conditions and 
further terms set out in Appendix I to this announcement and to be set out in 
the Scheme Document, Scheme Shareholders will be entitled to receive: 
for each Nestor Share                                                       110 
                                 pence in cash, 
valuing Nestor's existing issued ordinary share capital at approximately GBP124 
million. 
On a fully diluted basis, the Acquisition values Nestor's issued and to be 
issued ordinary share capital at approximately GBP133 million. 
The price of 110 pence for each Nestor Share represents: 
?        a premium of approximately 36.6 per cent. to the Closing Price of 80.5 
pence per Nestor Share on 10 August 2010, being the last business day before 
Nestor's announcement that it had received an approach from Saga; and 
?        a premium of approximately 4.0 per cent. to the Closing Price of 105.75 
pence per Nestor Share on 3 December 2010, being the last business day before 
this announcement. 
It is intended that the Acquisition is implemented by way of a Court-sanctioned 
scheme of arrangement under Part 26 of the Companies Act, further details of 
which are contained in section 14 below. 
2.         Background to, and reasons for, the Acquisition 
The acquisition of Nestor would accelerate Saga's strategy to grow a home 
healthcare services division to build a major national branded business 
servicing its customers.  As part of the Acromas Group, Nestor will be combined 
with Saga's existing, but smaller, home healthcare businesses and will have 
access to significant additional funds which should enhance its ability to grow 
organically and through acquisitions and to accelerate the extension of its 
geographical coverage and range of care services. 
The Acquisition provides an opportunity for Nestor Shareholders to realise their 
investment for cash at a significant premium of approximately 36.6 per cent. to 
the Closing Price of 80.5 pence per Nestor Share on 10 August 2010, being the 
last business day before Nestor's announcement that it had received an approach 
from Saga. 
3.         Recommendation 
The Nestor Directors, who have been so advised by Investec, consider the terms 
of the Acquisition to be fair and reasonable.  In providing its advice, Investec 
has taken into account the commercial assessment of the Nestor Directors. 
Accordingly, the Nestor Directors intend unanimously to recommend to Nestor 
Shareholders to vote in favour of the Scheme at the Court Meeting and the 
Special Resolution to be proposed at the General Meeting.  The Nestor Directors 
who are also Nestor Shareholders have given irrevocable undertakings to vote in 
favour of the Scheme at the Court Meeting and the Special Resolution to be 
proposed at the General Meeting. 
4.         Background to, and reasons for, the recommendation 
In July 2010, Nestor received an initial approach from Acromas, the parent 
company of Saga, at an indicative offer price of 90 pence per Nestor Share in 
cash.  The approach was evaluated by the Nestor Directors and their advisers and 
rejected. Nestor announced that this indicative offer had been made and had been 
rejected on 11 August 2010. 
In September 2010, a revised proposal was received from Acromas at an indicative 
offer price of 100 pence per Nestor Share in cash. This revised proposal was 
announced by Nestor on 7 October 2010.  In the view of the Nestor Directors, 
having evaluated this approach with their advisers, the revised offer continued 
to undervalue Nestor, however, after soliciting feedback from the major Nestor 
Shareholders (by value), the Nestor Directors agreed to meet with Acromas to 
discuss its revised offer and explain why, in the Nestor Directors' view, it 
continued to undervalue Nestor. 
Following the meeting between the Nestor Directors and Acromas, a revised 
indicative offer was received from Acromas on 5 November 2010 at an offer price 
of 110 pence per Nestor Share in cash.   Following discussions with the Nestor 
Directors and their advisers, Acromas agreed that Nestor Shareholders would also 
receive a second interim dividend of 2.5 pence per Nestor Share. 
This further revised offer represented, in the Nestor Directors' view, a 
material improvement on the initial proposal of 90 pence per Nestor Share.  The 
improvement in the revised indicative offer price, the payment of a second 
interim dividend to Nestor Shareholders and feedback from the major Nestor 
Shareholders (by value) helped to convince the Nestor Directors that the terms 
of the Acquisition should be recommended to Nestor Shareholders. 
The Acquisition represents an opportunity for Nestor Shareholders to realise the 
value of their investment at an attractive premium to the current and 
undisturbed market value of Nestor.  At a price, excluding the Second Interim 
Dividend, of 110 pence per Nestor Share in cash, the Acquisition represents: 
?        a premium of approximately 36.6 per cent. to the Closing Price of 80.5 
pence per Nestor Share on 10 August 2010, being the last business day before 
Nestor's announcement that it had received an approach from Acromas; and 
?        a premium of approximately 4.0 per cent. to the Closing Price of 105.75 
pence per Nestor Share on 3 December 2010, being the last business day before 
this announcement. 
In considering whether to recommend the Acquisition, the Nestor Directors have: 
?        considered the feedback received as a result of their consultation with 
the majority of the Nestor Shareholders (by value); and 
?        determined that the Acquisition represents an opportunity for Nestor 
Shareholders to realise their entire investment in Nestor in cash and at a 
significant premium to recent values. 
 
The Nestor Directors also believe that the opportunities for growth of Nestor's 
businesses by acquisition should be enhanced by combination with Saga's 
businesses and welcome the opportunities that it should provide for the further 
development of the business, its management and its employees. 
5.         Irrevocable undertakings 
Saga has received irrevocable undertakings (including from the Nestor Directors 
who are also Nestor Shareholders) to vote in favour of the Scheme at the Court 
Meeting and the Special Resolution to be proposed at the General Meeting in 
respect of 61,189,626 Nestor Shares, representing approximately 54.2 per cent. 
of the existing issued ordinary share capital of Nestor. 
The undertakings from the Nestor Directors who are Nestor Shareholders are in 
respect of their entire holdings (other than Nestor Shares over which they do 
not control the voting rights), amounting to 685,083 Nestor Shares representing 
approximately 0.6 per cent. of Nestor's existing issued ordinary share capital. 
The irrevocable undertakings given by the Nestor Directors will cease to be 
binding if: (i) the Scheme Document is not despatched to the Nestor Shareholders 
on or before 10 December 2010 or such later time as may be agreed by the Panel 
(save that if Saga subsequently elects to proceed by way of an Offer then such 
date shall be extended to a date which is 28 days after the date of the press 
announcement announcing the change in structure of the Acquisition); or (ii) the 
Scheme is not implemented by 31 March 2011, but otherwise remain binding in the 
event that a higher competing offer for Nestor is made. 
Saga has also received an irrevocable undertaking from Schroder Investment 
Management Limited to vote in favour of the Scheme at the Court Meeting and the 
Special Resolution to be proposed at the General Meeting in respect of, in 
aggregate, 27,673,027 Nestor Shares representing approximately 24.5 per cent. of 
the existing issued ordinary share capital of Nestor. This irrevocable 
undertaking will cease to be binding if: (i) the Scheme Document is not 
despatched to the Nestor Shareholders on or before 3 January 2011 or such later 
time as may be agreed by the Panel up to 17 January 2011 (save that if Saga 
subsequently elects to proceed by way of an Offer then such date shall be 
extended to a date which is 28 days after the date of the press announcement 
announcing the change in structure of the Acquisition); or (ii) the Acquisition 
is withdrawn or lapses in accordance with its terms or otherwise becomes 
incapable of becoming Effective, but otherwise will remain binding in the event 
that a higher competing offer for Nestor is made. 
Saga has also received an irrevocable undertaking from Gartmore Investment 
Limited to vote in favour of the Scheme at the Court Meeting and the Special 
Resolution to be proposed at the General Meeting in respect of, in aggregate, 
32,831,516 Nestor Shares representing approximately 29.1 per cent. of the 
existing issued ordinary share capital of Nestor.  This irrevocable undertaking 
will cease to be binding if (i) the Scheme Document is not despatched to the 
Nestor Shareholders on or before 31 December 2010 or such later time as may be 
agreed by the Panel (save that if Saga subsequently elects to proceed by way of 
an Offer then such date shall be extended to a date which is 28 days after the 
date of the press announcement announcing the change in structure of the 
Acquisition); or (ii) the Scheme is not implemented by 31 March 2011, or (iii) 
an announcement is made by a third party before midnight on the fifth day after 
the date of despatch of the Scheme Document of a firm intention to make an offer 
under Rule 2.5 of the Code (whether by way of a takeover offer or a scheme of 
arrangement) for all of the Nestor Shares not already owned by it (or by persons 
acting in concert with it) which is not subject to any pre-conditions and which 
represents at least a 15 per cent. premium to the value of the Acquisition. 
In total, therefore, Saga has received irrevocable undertakings to vote in 
favour of the Scheme at the Court Meeting and the Special Resolution to be 
proposed at the General Meeting in respect of 61,189,626 Nestor Shares 
representing approximately 54.2 per cent. of Nestor's existing issued ordinary 
share capital. 
Further details of these irrevocable undertakings are set out in Appendix III to 
this announcement. 
6.         Second interim dividend 
Nestor intends to pay a Second Interim Dividend for the year ended 31 December 
2010 of 2.5 pence per Nestor Share in lieu of any final dividend for the year 
ended 31 December 2010.  The ex-dividend date for the Nestor Shares then in 
issue will be 22 December 2010 and the Second Interim Dividend will be paid to 
Nestor Shareholders on the register at the close of business on the Dividend 
Record Date, being 24 December 2010.  Payment of the Second Interim Dividend is 
expected to be made on 21 January 2011. 
Taking account of the terms of the Acquisition and the Second Interim Dividend, 
Nestor Shareholders who are on the register at the Dividend Record Date will, if 
the Acquisition becomes Effective, receive in aggregate 112.5 pence per Nestor 
Share (providing that they remain a Nestor Shareholder when the Acquisition 
becomes Effective), comprising the Second Interim Dividend of 2.5 pence per 
Nestor Share and 110 pence per Nestor Share in cash under the terms of the 
Acquisition. 
7.         Information relating to Nestor 
The Nestor Group is a large independent UK healthcare organisation dedicated to 
providing managed services to health and social care customers in the UK.  The 
Nestor Group focuses on delivering person-centred solutions, providing 
short-term or long-term health and social care as a partner of the community. 
The Group was established in 1949 and employs a nationwide workforce, managed 
and deployed from a network of local branches. 
For the financial year ended 31 December 2009, Nestor reported revenue of 
GBP152.0 million (2008: GBP163.3 million), adjusted operating profit of GBP9.7 
million (2008: GBP12.8 million) and a profit before taxation of GBP7.3 million 
(2008: GBP30.4 million).  The 2008 results included the profit realised on the 
sale of the Carewatch franchised social care business on 3 October 2008.  As at 
30 June 2010, Nestor reported net debt of GBP11.9 million (2009: GBP16.9 
million) and net assets of GBP73.7 million (2009: GBP71.0 million). 
The Nestor Group trades through two divisions: 
i)           Social Care 
Social Care covers the care of people of all ages who have common care needs in 
order to enjoy quality of life in their home. The services are provided through 
Local Authorities, Primary Care Trusts ("PCTs") or direct to the individual. 
Social Care operates through nearly 100 branches nationwide providing care to 
over 15,000 individual service users supported by approximately 9,000 care 
workers. 
Social Care operates through a number of brands including Goldsborough Home Care 
and Medico. It also operates a private-pay business through the Country Cousins 
and Patricia White's brands. 
Social Care provides specialist services in the following areas: elderly care, 
children's and families' services, physical disabilities, learning disabilities 
and mental health services. 
ii)         Primary Care 
The Nestor Group, through its Primecare business, is a commercial provider of 
primary health care services in the UK. It works in partnership to provide a 
range of effective and efficient health care services commissioned by many 
organisations. 
Primecare offers services in the following areas: urgent care services, NHS 
health centres, healthcare in secure settings, forensic medical services, NHS 
dentistry, occupational health services and Primecare locums. 
Current Trading 
On 16 November 2010, Nestor issued the following interim management statement 
covering the period from 30 June 2010 to 16 November 2010, an extract of which 
is set out below: 
Financial performance 
Group results in the period since the release of our Interim results have 
continued to slightly exceed the directors' expectations. 
Social Care hours have continued to steadily increase despite the evident 
pressures on Local Authority budgets. Our businesses continue to work closely 
with their customers to provide cost effective solutions to the ever-increasing 
demand for care at home. Whilst pricing has been constrained, our focus on 
quality and tight control over costs, together with the benefit of additional 
volume, has enabled our excellent operating profit margins to be maintained. 
As previously announced, the Group intends to augment its Social Care business 
through a programme of acquisitions, the first one of which has now been 
completed and terms have been agreed on a further two, which will likely 
complete by the year-end. The acquisition cost of all three is expected to be 
GBP8.5m to be funded from the Group's existing debt facilities. These businesses 
complement Social Care's current domiciliary care branch network and all three 
of them have high quality ratings and excellent relationships with their 
respective Local Authorities. 
In Primary Care, the planned changes in the commissioning process, to take place 
by March 2013, have not affected the current level of tender activity, with a 
number of opportunities being pursued by the business in out-of-hours provision 
and prison healthcare services. Our six Equitable Access health centres continue 
to be very popular with patients. In two cases the large numbers of walk-in 
attendances is causing budgetary difficulties for the PCTs, which may lead to an 
alternative pricing mechanism more appropriate to the level of activity, or a 
restructuring of the service. 
The first of our six practices under the Dental Access Programme opened in July 
and is performing well and a second has recently commenced. The remaining four 
locations are scheduled to open by the end of February 2011. 
The Comprehensive Spending Review ("CSR") 
The content of the recent CSR was, on balance, positive for Nestor, not just 
with regard to the additional GBP2bn of funding by 2014/15 to support the 
delivery of social care, but also the messages regarding the Government's 
"direction of travel" which are highly complementary to Nestor's strategy. This 
additional funding to provide a better quality and more efficient service across 
the health and social care system is designed to prevent the need for greater 
expenditure in acute healthcare, either by avoiding unnecessary hospital 
admissions or enabling earlier discharge. 
Throughout this year, Nestor's Social Care and Primary Care management teams 
have been working together on initiatives specifically to address the current 
and future combined funding pressures across health and social care. Nestor's 
combined businesses can offer more cost effective solutions to hospital and 
residential care through the provision of healthcare and domestic support to 
clients to avoid hospital admission, or be discharged earlier to return home. 
Discussions with Local Authorities and NHS customers have generated significant 
interest and a number of pilot projects are expected to follow. Nestor's Social 
Care business has already commenced a re-ablement project in partnership with a 
Local Authority to provide service users, including those recently discharged 
from hospital, with support at home to equip them to live as independently as 
possible, thereby reducing their long term care needs. 
Financial position 
Net borrowings as at 12 November 2010 were GBP13.3m, which compares to the last 
published figure of GBP11.9m as at 30 June 2010. In the period under review, the 
Nestor Group has made planned deficit reduction payments of GBP1.1m into its 
existing defined benefit pension schemes, paid the interim dividend of 1.25p per 
share, which amounted to GBP1.4m, and paid GBP0.6m in respect of the liability 
under the two interest rate derivative contracts. The cost of the acquisition 
completed in recent days was GBP0.8m. 
Vacant property provision 
It is likely that in the full year results for 2010, an increase of 
approximately GBP0.5m will be required to the vacant property provision, which 
at 30 June 2010 stood at GBP3.2m. The increase relates to two properties, which 
are about to become vacant. The first results from the exercise of a break 
clause by a longstanding tenant and the second follows the loss of the 
out-of-hours contract referred to in our Interim results statement". 
8.         Information relating to the Acromas Group and Saga 
The Acromas Group 
Acromas is the holding company for two of Britain's most well-known brands, 
having acquired the businesses of Saga and the AA in September 2007.  Saga is 
the UK's leading provider of products and services specifically designed for 
people aged 50 and over.  With 2.6 million customers, Saga provides insurance, 
financial services and holidays, and publishes the monthly Saga Magazine. As the 
over-50s are the largest users of primary medical care in the UK, Saga intends 
to build a broad-based national healthcare brand to expand its service offering 
to its customers. 
The AA is the UK's leading breakdown service, serving 15 million members with 
more dedicated patrols than any other roadside assistance provider.  The AA also 
offers financial services, such as loans and motor and home insurance, and is 
the largest independent travel publisher in the UK. 
In all, Acromas Group companies serve over 18 million customers, employ over 
12,000 people, and produced turnover of GBP1.7 billion and EBITDA excluding 
exceptional items of over GBP575 million in its last financial year ending 31 
January 2010. 
The shareholders of Acromas are its employees, together with funds advised by 
Charterhouse Capital Partners, CVC Capital Partners and Permira Advisers. 
Saga 
Saga is a wholly-owned subsidiary of Acromas and is a holding company for a 
number of entities in the Acromas Group, which provide products and services 
under the Saga brand. 
9.         Financing of the Acquisition and related expenses 
The consideration payable by Saga under the terms of the Acquisition and the 
other amounts payable by Saga in connection with the Acquisition (including the 
refinancing of certain existing indebtedness of the Nestor Group and the payment 
of transaction expenses) will be financed from the existing cash resources of 
the Acromas Group. 
Credit Suisse, in its capacity as financial adviser to Saga, has confirmed that 
it is satisfied that sufficient financial resources are available to Saga to 
enable it to satisfy in full the cash consideration payable to Nestor 
Shareholders under the terms of the Acquisition. 
10.       Management and employees 
Saga has a high regard for the business and management of Nestor.  Saga has 
given assurances that if the Scheme becomes Effective, the existing employment 
rights, including pension rights, of the management and employees of Nestor will 
be fully safeguarded.  Saga has no plans to change Nestor's place of business or 
redeploy any of its fixed assets. 
11.       Arrangements with the management team 
Nestor and Acromas agree that Acromas will put in place incentivisation schemes 
for employees of Nestor.  The terms of such schemes are to be considered 
following the Effective Date. 
Save as set out above, the effect of the Scheme on the interests of the Nestor 
Directors does not differ from its effects on the like interests of any Nestor 
Shareholder. 
12.       Nestor Share Schemes 
The Acquisition will extend to any Nestor Shares which are unconditionally 
allotted or issued before the Scheme Record Time, including those allotted or 
issued as a result of the exercise of options or vesting of awards under the 
Nestor Share Schemes.  Any Nestor Shares allotted or issued after the Scheme 
Record Time as a result of the exercise of options or vesting of awards will, 
subject to the Scheme becoming Effective, be acquired by Saga at the same price 
at which Nestor Shares are acquired under the Scheme. 
Appropriate proposals will be made to the holders of options and awards under 
the Nestor Share Schemes in accordance with Rule 15 of the Code.  Further 
details of these proposals will be set out in the Scheme Document. 
13.       Implementation Agreement 
Nestor, Saga and Acromas have entered into the Implementation Agreement in 
relation to the implementation of the Acquisition and related matters.  Pursuant 
to the Implementation Agreement, Nestor, Saga and Acromas have agreed, amongst 
other things, to use all reasonable endeavours to implement the Acquisition in 
the form contemplated by this announcement. Amongst other things, the parties to 
the Implementation Agreement have also agreed the following: 
Break Fee 
Nestor has agreed to make a payment to Saga in certain circumstances.  This 
payment of GBP1.24 million (equal to one per cent. of the offer value of the 
issued ordinary share capital of Nestor and subject to any adjustment in respect 
of VAT) is due if, in summary: 
·      the Nestor Directors (or any committee thereof) at any time withdraw, 
adversely qualify or amend the recommendation; 
·      Nestor fails to take certain steps to implement the Scheme and such 
failure is the predominant reason that the Scheme does not become Effective; 
·      the Nestor Directors recommend to the Nestor Shareholders to accept or 
vote in favour of an Alternative Proposal; or 
·      an Alternative Proposal is made or announced prior to the date of the 
Scheme being withdrawn or lapsing and such Alternative Proposal becomes 
effective or otherwise completes. 
Non-solicitation 
Nestor has undertaken that it shall not, and shall procure that no other member 
of the Nestor Group nor any director or employee shall, directly or indirectly, 
solicit, initiate, encourage or otherwise seek to procure any enquiries, 
proposals or approaches from any persons in respect of, or in connection with, 
any Alternative Proposal. 
Nestor has agreed to notify Saga and Acromas promptly in the event that it or 
any of its directors or officers receives, on its behalf, an approach (whether 
or not from a third party which has previously made an approach), or any 
communication from a third party indicating that an approach will or may be 
made, regarding any Alternative Proposal. 
14.       Acquisition structure 
It is intended that the Acquisition will be implemented by way of a 
Court-sanctioned scheme of arrangement between Nestor and the Scheme 
Shareholders under Part 26 of the Companies Act.  The purpose of the Scheme is 
to provide for Saga to become the owner of the whole of the issued ordinary 
share capital of Nestor.  The procedure will involve, among other things, an 
application by Nestor to the Court to sanction the Scheme and confirm the 
cancellation of all Scheme Shares, in consideration for which the Scheme 
Shareholders will receive cash on the basis set out in paragraph 1 above. 
The implementation of the Scheme will be subject to the Conditions and further 
terms set out in Appendix I and to be set out in the Scheme Document, and will 
only become Effective if, amongst other things, the following events occur on or 
before the Longstop Date or such later date as Saga and Nestor (with the consent 
of the Panel) agree and the Court (if required) may allow: 
(a)        a resolution to approve the Scheme is passed by a majority in number 
of the Nestor Shareholders present and voting (and entitled to vote), either in 
person or by proxy, at the Court Meeting, representing not less than 
three-quarters in nominal value of the Nestor Shares held by such Nestor 
Shareholders; 
(b)        the Special Resolution necessary to implement the Scheme is passed by 
the requisite majority at the General Meeting; 
(c)        the Scheme is sanctioned (with or without modification, on terms 
agreed by Saga and Nestor), and the Reduction of Capital is confirmed, by the 
Court; and 
(d)        an office copy of the Court Order and the Statement of Capital is 
delivered to the Registrar of Companies or, if the Court so orders, the Court 
Order is registered by him. 
Upon the Scheme becoming Effective: (i) the Scheme will be binding on all Scheme 
Shareholders (irrespective of whether or not they attended or voted at the Court 
Meeting and/or the General Meeting); (ii) Nestor will become a wholly-owned 
subsidiary of Saga; and (iii) share certificates in respect of the Nestor Shares 
will cease to be valid and entitlements to Nestor Shares held within CREST will 
be cancelled. 
Further details of the Scheme will be contained in the Scheme Document, which is 
expected to be posted to Nestor Shareholders on or around 10 December 2010. 
Saga reserves the right, subject to the prior consent of the Panel, to elect to 
implement the acquisition of the Nestor Shares by way of a takeover offer (as 
such term is defined in section 979 of the Companies Act).  In such event, such 
takeover offer will be implemented on the same terms (subject to appropriate 
amendments as described in Part B of Appendix I), so far as applicable, as those 
which would apply to the Scheme.  Furthermore, if sufficient acceptances of such 
offer are received and/or sufficient Nestor Shares are otherwise acquired, it is 
the intention of Saga to apply the provisions of section 979 of the Companies 
Act to acquire compulsorily any outstanding Nestor Shares to which such offer 
relates. 
15.       Suspension, delisting and re-registration 
It is intended that dealings in Nestor Shares will be suspended at the Scheme 
Record Time, which is expected to be at 6.00 pm on the business day immediately 
preceding the date of the Court Hearing.  It is intended that Saga will procure 
that Nestor applies to the London Stock Exchange to cancel the admission to 
trading of the Nestor Shares on the London Stock Exchange's main market for 
listed securities and to the UK Listing Authority to cancel the listing of the 
Nestor Shares on the Official List, subject to applicable rules and requirements 
of the London Stock Exchange, such cancellations to take effect shortly after 
the Scheme Effective Date.  It is also intended that Nestor will, as soon as 
possible after the Scheme Effective Date, be re-registered as a private limited 
company. 
16.       Disclosure of interests in Nestor 
As at 3 December 2010 (the latest practicable date prior to the date of this 
announcement), neither Saga, nor any of the directors of Saga or any member of 
the Acromas Group, nor, so far as the Saga Directors are aware, any person 
acting in concert with Saga for the purposes of the Acquisition, has any 
interest in, right to subscribe for, or has borrowed or lent any Nestor Shares 
or securities convertible or exchangeable into Nestor Shares (including pursuant 
to any long exposure, whether conditional or absolute, to changes in the prices 
of securities) or right to subscribe for or purchase the same or holds any 
options (including traded options) in respect of or has any right to acquire any 
Nestor Shares or derivatives referenced to Nestor Shares ("Nestor Securities"), 
nor does any such person have any short position (whether conditional or 
absolute and whether in the money or otherwise) including any short position 
under a derivative, any agreement to sell or any delivery obligation or right to 
require another person to purchase or take delivery in relation to Nestor 
Securities. 
17.       Expected timetable 
The Scheme Document containing further details of the Scheme will be despatched 
to Nestor Shareholders, and, for information only, to participants in the Nestor 
Share Schemes as soon as practicable and, in any event, within 28 days of the 
date of this announcement, unless otherwise agreed with the Panel.  The Scheme 
Document will include the notices of the Court Meeting and the General Meeting, 
together with the anticipated timetable, and will specify the necessary actions 
to be taken by Nestor Shareholders.  It is expected that the Scheme Document 
will be posted on or around 10 December 2010 and that the Court Meeting and 
General Meeting will be held on or around 4 January 2011.  Subject to 
satisfaction or waiver of the relevant Conditions as set out in Appendix I to 
this announcement, the Scheme is expected to become Effective in January 2011. 
18.       General 
The Acquisition will be governed by English law and will be subject to the 
applicable requirements of the Code, the Panel and the London Stock Exchange. 
Appendix I to this announcement contains the conditions and certain further 
terms of the Scheme and the Acquisition.  Appendix II contains further details 
of the sources of information and bases of calculations set out in this 
announcement.  Appendix III details those Nestor Directors and other Nestor 
Shareholders who have given irrevocable undertakings and Appendix IV contains 
definitions of certain expressions used in this summary and in this 
announcement. 
Enquiries: 
Saga / Acromas 
                               Tel: [phone] 
Andrew Goodsell, Executive Chairman 
Stuart Howard, Chief Financial Officer 
Credit Suisse (financial adviser to Saga and Acromas) 
   Tel: [phone] 
George Maddison 
Madelaine McTernan 
Faisal Tabbah 
Brunswick Group (PR adviser to Saga and Acromas) 
 Tel: [phone] 
David Yelland 
James Olley 
Nestor 
                                       Tel: [phone] 
John Rennocks, Chairman 
John Ivers, Chief Executive 
Investec (financial adviser and broker to Nestor) 
        Tel: [phone] 
Martin Smith 
Gary Clarence 
Citigate Dewe Rogerson (PR adviser to Nestor) 
       Tel: [phone] 
Toby Mountford 
Ged Brumby 
This announcement is not intended to and does not constitute, or form part of, 
any offer to sell or subscribe for or an invitation to purchase or subscribe for 
any securities or the solicitation of any vote or approval in any jurisdiction 
pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance 
or transfer of securities of Nestor in any jurisdiction in contravention of 
applicable law.  The Acquisition will be made solely by means of the Scheme 
Document, which will contain the full terms and conditions of the Acquisition, 
including details of how to vote in favour of the Acquisition.  Any vote in 
respect of the Acquisition should be made only on the basis of information in 
the Scheme Document. Nestor Shareholders are advised to read the formal 
documentation in relation to the Acquisition carefully, once it has been 
dispatched. 
Whether or not certain Nestor Shares are voted at the Court Meeting or the 
General Meeting, if the Scheme becomes Effective, those Nestor Shares will be 
cancelled pursuant to the Scheme in return for the payment of 110 pence in cash 
per Nestor Share. 
Credit Suisse Securities (Europe) Limited ("Credit Suisse"), which is authorised 
and regulated by the Financial Services Authority in the United Kingdom, is 
acting for Saga and Acromas and for no one else in connection with the contents 
of this announcement or any matter referred to herein and will not be 
responsible to any person other than Saga and Acromas  for providing the 
protections afforded to clients of Credit Suisse, nor for providing advice in 
relation to the contents of this announcement or any matter referred to herein. 
Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes 
or accepts any duty, liability or responsibility whatsoever (whether direct or 
indirect, whether in contract, in tort, under statute or otherwise) to any 
person who is not a client of Credit Suisse in connection with this 
announcement, any statement contained herein or otherwise. 
Investec Investment Banking, a division of Investec Bank plc ("Investec"), which 
is authorised and regulated in the United Kingdom by the Financial Services 
Authority, is acting exclusively for Nestor and for no one else in connection 
with the contents of this announcement, any matter referred to herein and the 
Acquisition and will not be responsible to any person other than Nestor for 
providing the protections afforded to clients of Investec, nor for providing 
advice in relation to the contents of this announcement, any matter referred to 
herein and the Acquisition. Neither Investec nor any of its subsidiaries, 
branches or affiliates owes or accepts any duty, liability or responsibility 
whatsoever (whether direct or indirect, whether in contract, in tort, under 
statute or otherwise) to any person who is not a client of Investec in 
connection with this announcement, any statement contained herein or otherwise. 
Notice to US holders of Nestor Shares 
The Scheme relates to the shares of an English company that is a "foreign 
private issuer" as defined under Rule 3b-4 under the US Exchange Act and will be 
governed by English law.  Neither the proxy solicitation rules nor the tender 
offer rules under the US Exchange Act will apply to the Scheme.  Moreover, the 
Scheme will be subject to the disclosure requirements and practices applicable 
in the UK to schemes of arrangement, which differ from the disclosure 
requirements of the US proxy solicitation rules and tender offer rules. 
Financial information included or referred to in this announcement or the Scheme 
Document, or which may be incorporated by reference into the Scheme Document, 
has been or will have been prepared in accordance with accounting standards 
applicable in the UK that may not be comparable to the accounting standards 
applicable to financial statements of US companies or companies whose financial 
statements are prepared in accordance with generally accepted accounting 
principles in the US.  If Saga elects to implement the acquisition of the Nestor 
Shares by way of an Offer, the Offer will be made in compliance with applicable 
US tender offer and securities laws and regulations. 
Nestor and Saga are each organised under the laws of England.  All of the 
officers and directors of Nestor and Saga are residents of countries other than 
the United States.  It may not be possible to sue Nestor and Saga in a non-US 
court for violations of US securities laws.  It may be difficult to compel 
Nestor, Saga and their respective affiliates to subject themselves to the 
jurisdiction and judgment of a US court. 
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US 
Exchange Act, Saga or its nominees, or its brokers (acting as agents), may from 
time to time make certain purchases of, or arrangements to purchase Nestor 
Shares outside of the United States, other than pursuant to the Acquisition, 
until the date on which the Acquisition and/or Scheme becomes Effective, lapses 
or is otherwise withdrawn.  These purchases may occur either in the open market 
at prevailing prices or in private transactions at negotiated prices.  Any 
information about such purchases will be disclosed as required in the UK, will 
be reported to the Regulatory Information Service of the London Stock Exchange 
and will be available on the London Stock Exchange website at 
http://www.londonstockexchange.com/prices-and-news/pricesnews/home.htm. 
Overseas Shareholders 
The availability of the Acquisition or the distribution of this announcement to 
Nestor Shareholders who are not resident in the United Kingdom may be affected 
by the laws of their relevant jurisdictions in which they are located or of 
which they are citizens.  Such persons should inform themselves of, and observe, 
any applicable legal or regulatory requirements of their jurisdictions.  Nestor 
Shareholders who are in any doubt regarding such matters should consult an 
appropriate independent professional adviser in the relevant jurisdiction 
without delay. Further details in relation to overseas shareholders will be 
contained in the Scheme Document. 
Forward-looking statements 
This announcement, oral statements made regarding the Acquisition and other 
information published by Saga, Acromas and/or Nestor or their respective 
affiliates may contain certain statements that are or may be forward-looking. 
These statements are based on the current expectations of the management of 
Saga, Acromas and/or Nestor (as applicable) and are naturally subject to 
uncertainty and changes in circumstances.  The forward-looking statements 
contained herein may include statements about the expected effects of the 
Acquisition, the expected timing and scope of the Acquisition, anticipated 
earnings enhancements, estimated cost savings and other synergies, costs to be 
incurred in achieving synergies, potential disposals and other strategic options 
and all other statements in this announcement other than historical facts. 
Forward-looking statements include, without limitation, statements that 
typically contain words such as: "will", "may", "should", "could", "continue", 
"believes", "expects", "intends", "estimates", "anticipates", "aims", "targets", 
"plans" and "forecasts" or words of similar import.  The forward-looking 
statements involve risks and uncertainties that could cause actual results to 
differ materially from those expressed in the forward-looking statements.  Many 
of these risks and uncertainties relate to factors that are beyond the ability 
of the person making the statement to control or estimate precisely, such as 
future market conditions and the behaviour of other market participants.  Other 
unknown or unpredictable factors could also cause actual results to differ 
materially from those in the forward looking statements.  Therefore investors 
should not place undue reliance on such statements as a prediction of actual 
results.  Saga, Acromas and Nestor and their respective affiliates assume no 
obligation and do not intend to update these forward-looking statements, whether 
as a result of new information, future events or otherwise, except as required 
pursuant to applicable law. 
Disclosure requirements 
Under Rule 8.3(a) of the Code, any person who is, or becomes, "interested" 
(directly or indirectly) in one 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.  An "Opening 
Position Disclosure" by a person to whom Rule 8.3(a) of the Code 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 Code, any person who is, or becomes, interested in one 
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, save to the extent that these details have previously been disclosed 
under Rule 8 of the Code.  A "Dealing Disclosure" by a person to whom Rule 
8.3(b) of the Code 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 of the Code. 
"Opening Position Disclosures" must also be made by the offeree company and by 
any paper offeror and "Dealing Disclosures" must also be made by the offeree 
company, by any paper offeror and by any persons acting in concert with any of 
them (see Rules 8.1, 8.2 and 8.4 of the Code). 
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.  If you are in any doubt as to whether you are required to 
make an Opening Position Disclosure or a Dealing Disclosure, you should contact 
the Panel's Market Surveillance Unit on [phone]. 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website.  If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8 of the Code, you should contact an 
independent financial adviser authorised by the FSA under FSMA or consult the 
Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone 
number [phone]. 
Publication on website 
A copy of this announcement will be available free of charge on Nestor's website 
at www.nestorplc.co.uk by no later than 12.00 p.m. (London time) on 7 December 
2010. 
                                   APPENDIX I 
            CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION 
PART A.                CONDITIONS TO THE ACQUISITION 
1.          The Acquisition is conditional upon the Scheme becoming 
unconditional and becoming Effective subject to the Code, by no later than 31 
March 2011 or such later date (if any) as Saga and Nestor may, with the consent 
of the Panel, agree and (if required) the Court may allow. 
2.          The Scheme is conditional on: 
(a)        the approval by a majority in number of the holders of Nestor Shares 
present, entitled to vote and voting at the Court Meeting, or at any adjournment 
thereof, either in person or by proxy, representing not less than three-quarters 
in value of the Nestor Shares held by such holders; 
(b)        the special resolution required to approve and implement the Scheme 
(including, without limitation, to amend Nestor's articles of association) that 
will be set out in a notice of General Meeting being duly passed by the 
requisite majority of the Nestor Shareholders at such General Meeting, or at any 
adjournment thereof; 
(c)        the sanction of the Scheme and confirmation of the Reduction of 
Capital involved therein by the Court (in both cases with or without 
modifications, on terms reasonably acceptable to Nestor and Saga); and 
(d)       an office copy of the Court Order and the Statement of Capital being 
delivered for registration to the Registrar of Companies or, if the Court so 
orders, the registration of the Court Order by him. 
3.          The Acquisition is also conditional on the following conditions 
having been satisfied or, where applicable, waived and accordingly the necessary 
actions to make the Scheme Effective will not be taken unless such conditions 
have been so satisfied or waived: 
(a)        the proposed acquisition of Nestor by Saga or any matter arising from 
or relating to that proposed acquisition not having been referred to the 
Competition Commission at any time prior to the date of the Court Hearing; 
(b)        no government or governmental, quasi governmental, supranational, 
statutory, administrative or regulatory body, authority, court, trade agency, 
association, institution or environmental body (each a "Relevant Authority") 
having instituted, implemented or threatened any action, proceedings, suit, 
investigation, enquiry or reference, or made, proposed or enacted any statute, 
regulation, order or decision or taken any other steps and there not continuing 
to be outstanding any statute, regulation, order or decision, which would or 
might: 
(i)         make the Acquisition or its implementation or the acquisition or 
proposed acquisition of any Nestor Shares, or control of Nestor, by Saga void, 
illegal or unenforceable or otherwise materially restrict, restrain, prohibit, 
delay or materially interfere with the implementation thereof, or impose 
material additional conditions or obligations with respect thereto, or require 
material amendment thereof or otherwise materially challenge or interfere 
therewith; 
(ii)        require, prevent or materially delay the divestiture by Nestor or 
any of its subsidiaries or subsidiary undertakings or any associated undertaking 
or any company of which 20 per cent. or more of the voting capital is held by 
the Nestor Group (the "Wider Nestor Group") or by Saga or any of its 
subsidiaries or subsidiary undertakings or any associated undertaking or any 
company of which 20 per cent. or more of the voting capital is held by the Saga 
Group (the "Wider Saga Group") of all or any material portion of their 
respective businesses, assets or property or impose any material limitation on 
the ability of any of them to conduct their respective businesses or own any of 
their respective assets or property, in each case which is material in the 
context of the Wider Nestor Group taken as a whole or, as the case may be, the 
Wider Saga Group taken as a whole; 
(iii)       impose any material limitation on or result in a material delay in 
the ability of any member of the Wider Nestor Group or the Wider Saga Group to 
acquire or to hold or to exercise effectively any rights of ownership of shares 
or loans or securities convertible into shares in any member of the Wider Nestor 
Group or of the Wider Saga Group held or owned by it or to exercise management 
control over any member of the Wider Nestor Group or of the Wider Saga Group to 
an extent which is material in the context of the Wider Nestor Group taken as a 
whole or, as the case may be, the Wider Saga Group taken as a whole; 
(iv)      require any member of the Wider Saga Group or the Wider Nestor Group 
to acquire or offer to acquire any shares or other securities in any member of 
the Wider Saga Group or any member of the Wider Nestor Group where such 
acquisition would be adverse to and material in the context of the Wider Nestor 
Group taken as a whole or, as the case may be, the Wider Saga Group taken as a 
whole; or 
(v)       otherwise materially and adversely affect the assets, business, 
profits or prospects of any member of the Wider Saga Group or of any member of 
the Wider Nestor Group; 
and all applicable waiting and other time periods during which any such Relevant 
Authority could decide to take, institute, implement or threaten any such 
action, proceeding, suit, investigation, enquiry or reference having expired, 
lapsed or been terminated; 
(c)        all necessary notifications and filings having been made, all 
applicable waiting periods (including any extensions thereof) under any 
applicable legislation or regulations of any jurisdiction having expired, lapsed 
or been terminated, in each case in respect of the Acquisition or its 
implementation or the acquisition or proposed acquisition of any Nestor Shares, 
or of control of Nestor, by Saga, and all authorisations, orders, recognitions, 
grants, consents, licences, confirmations, clearances, permissions and approvals 
("Authorisations") necessary or appropriate in any jurisdiction for, or in 
respect of, the Acquisition or its implementation or the acquisition or proposed 
acquisition of any Nestor Shares, or of control of Nestor, by Saga and to carry 
on the business of any member of the Wider Nestor Group (where such business is 
material in the context of the Wider Nestor Group taken as a whole) having been 
obtained, in terms and in a form satisfactory to Saga, from all appropriate 
Relevant Authorities and from any persons or bodies with whom any member of the 
Wider Saga Group or the Wider Nestor Group has entered into contractual 
arrangements and all such Authorisations remaining in full force and effect and 
Saga having no knowledge of an intention or proposal to revoke, suspend or 
modify or not to renew any of the same and all necessary statutory or regulatory 
obligations in any jurisdiction having been complied with; 
(d)        except as Disclosed, there being no provision of any arrangement, 
agreement, licence, permit or other instrument to which any member of the Wider 
Nestor Group is a party or by or to which any such member or any of their assets 
is or may be bound, entitled or be subject to and which, in consequence of the 
Acquisition or its implementation or the acquisition or proposed acquisition of 
any Nestor Shares, or of control of Nestor, by Saga or otherwise, would or 
might, to an extent which is material in the context of the Wider Nestor Group 
taken as a whole, reasonably be expected to result in: 
(i)         any material amount of monies borrowed by, or other material 
indebtedness (actual or contingent) of, any such member of the Wider Nestor 
Group being or becoming repayable or being capable of being declared repayable 
immediately or prior to its or their stated maturity or the ability of any such 
member of the Wider Nestor Group to borrow monies or incur any indebtedness 
being inhibited or becoming capable of being withdrawn; 
(ii)        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 of the Wider Nestor Group or any such security (whenever 
arising or having arisen) being enforced or becoming enforceable; 
(iii)       any such arrangement, agreement, licence or instrument being 
terminated or materially adversely modified or any action being taken of a 
material adverse nature or any material obligation or material liability arising 
thereunder; 
(iv)      any material assets or interest of any such member of the Wider Nestor 
Group being disposed of or charged, or right arising under which any such 
material asset or interest could be required to be disposed of or charged, other 
than in the ordinary course of business; 
(v)       the interest or business of any such member of the Wider Nestor Group 
in or with any firm or body or person, or any agreements or arrangements 
relating to such interest or business, being terminated or materially adversely 
modified or affected; 
(vi)      any such member of the Wider Nestor Group ceasing to be able to carry 
on business under any name under which it presently does so, to an extent which 
is material in the context of the Wider Nestor Group taken as a whole; 
(vii)     the creation of any material liabilities (actual or contingent) by any 
such member of the Wider Nestor Group; or 
(viii)    the financial or trading position of any such member being materially 
prejudiced or materially adversely affected, 
and no event having occurred which, under any provision of any arrangement, 
agreement, licence or other instrument to which any member of the Wider Nestor 
Group is a party, or to which any such member or any of its assets may be bound, 
entitled or subject, could result in any of the events or circumstances as are 
referred to in sub-paragraphs ??(i) to ?(viii)? of this paragraph ?(d) occurring 
to an extent which is material in the context of the Wider Nestor Group taken as 
a whole; 
(e)        except as Disclosed, no member of the Wider Nestor Group having, 
since 31 December 2009: 
(i)         issued, agreed to issue or proposed the issue of additional shares 
or securities of any class which is material in the context of the Wider Nestor 
Group taken as a whole, or securities convertible into, or exchangeable for or 
rights, warrants or options to subscribe for or acquire, any such shares, 
securities or convertible securities (save as between Nestor and wholly owned 
subsidiaries of Nestor and save for options granted, and for any Nestor Shares 
allotted upon exercise of options or vesting of awards granted, under the Nestor 
Share Schemes before the date hereof), or redeemed, purchased or reduced any 
part of its share capital; 
(ii)        recommended, declared, paid or made or proposed to recommend, 
declare, pay or make any bonus, dividend (other than the Second Interim Dividend 
of 2.5 pence per Nestor Share announced by Nestor on 6 December 2010) or other 
distribution other than to Nestor or a wholly-owned subsidiary of Nestor; 
(iii)       agreed, authorised, proposed or announced its intention to propose 
any merger or demerger or acquisition or disposal of assets or shares which are 
material in the context of the Wider Nestor Group taken as a whole (other than 
in the ordinary course of trading) or to any material change in its share or 
loan capital; 
(iv)      purchased, redeemed or repaid any of its own shares or other 
securities or reduced or made or authorised any other change in its share 
capital which is material in the context of the Wider Nestor Group taken as a 
whole, otherwise than upon the exercise of rights to subscribe for Nestor Shares 
pursuant to options or the vesting of awards granted under the Nestor Share 
Schemes before the date hereof in the ordinary course of business in a manner 
consistent with past practice; 
(v)       issued, authorised or proposed the issue of any debentures or incurred 
any indebtedness or contingent liability which is material in the context of the 
Wider Nestor Group taken as a whole; 
(vi)      acquired or disposed of or transferred, mortgaged or encumbered any 
asset or any right, title or interest in any asset (other than in the ordinary 
course of trading) in a manner which is material in the context of the Wider 
Nestor Group taken as a whole; 
(vii)     entered into, varied or terminated, or authorised the entry into, 
variation or termination of, any material contract, commitment or arrangement 
(whether in respect of capital expenditure or otherwise) which is outside the 
ordinary course of business or which is of a long term, onerous or unusual 
nature or magnitude or which involves an obligation of a nature or magnitude 
which is material in the context of the Wider Nestor Group taken as a whole; 
(viii)    entered into any contract, commitment or arrangement which would be 
restrictive on the business of any member of the Wider Nestor Group or the Wider 
Saga Group (other than to a nature and extent which is normal in the context of 
the business concerned) where such restriction is material; 
(ix)       entered into or proposed or announced its intention to enter into any 
reconstruction, amalgamation, transaction or arrangement (otherwise than in the 
ordinary course of business and save for any solvent reconstruction, 
amalgamation, transaction or arrangement), which is material in the context of 
the Wider Nestor Group taken as a whole; 
(x)        taken any action nor having had any steps taken or legal proceedings 
started or threatened against it for its winding up or dissolution or for it to 
enter into any arrangement or composition for the benefit of its creditors, or 
for the appointment of a receiver, administrator, trustee or similar officer if 
it or any of its assets (or any analogous proceedings or appointment in any 
overseas jurisdiction); 
(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 carrying on all or a 
substantial part of its business; 
(xii)      commenced negotiations with any of its creditors or taken any step 
with a view to rescheduling or restructuring any of its indebtedness or entered 
into a composition, compromise, assignment or arrangement with any of its 
creditors whether by way of a voluntary arrangement, scheme of arrangement, deed 
of compromise or otherwise; 
(xiii)     made any alteration to its articles of association which is material 
in the context of the Wider Nestor Group taken as a whole; 
(xiv)     entered into or materially varied or made any offer to enter into or 
materially vary (in each case, other than increases in remuneration as provided 
for under the terms of the relevant agreement or arrangement) the terms of any 
service agreement or arrangement with any of the directors or senior executives 
of any member of the Wider Nestor Group; 
(xv)      waived, compromised or settled any claim which is material in the 
context of the Wider Nestor Group; or 
(xvi)     entered into or made an offer (which remains open for acceptance) to 
enter into any agreement, arrangement or commitment or passed any resolution 
with respect to any of the transactions or events referred to in this paragraph 
?(e); 
(f)         since 31 December 2009, except as Disclosed: 
(i)         there having been no adverse change in the business, assets, 
financial or trading position or profits or prospects of any member of the Wider 
Nestor Group which in any such case is material in the context of the Wider 
Nestor Group taken as a whole; 
(ii)        no litigation, arbitration proceedings, prosecution or other legal 
proceedings having been instituted, announced or threatened by or against or 
remaining outstanding against any member of the Wider Nestor Group and no 
enquiry or investigation by or complaint or reference to any Relevant Authority 
against or in respect of any member of the Wider Nestor Group having been 
threatened, announced or instituted or remaining outstanding which is material 
in the context of the Wider Nestor Group taken as a whole; and 
(iii)       no contingent or other liability having arisen or been incurred 
which might reasonably be expected to adversely affect any member of the Nestor 
Group in a manner which is material in the context of the Wider Nestor Group 
taken as a whole; and 
(g)        Saga not having discovered that, save as Disclosed: 
(i)         the financial, business or other information concerning the Wider 
Nestor Group which has been disclosed at any time by or on behalf of any member 
of the Wider Nestor Group whether publicly (by the delivery of an announcement 
to a Regulatory Information Service) or to Saga or its professional advisers, 
either contains a material misrepresentation of fact or omits to state a fact 
necessary to make the information contained therein not materially misleading; 
(ii)        any member of the Wider Nestor Group is subject to any liability, 
contingent or otherwise, which is not disclosed in the annual report and 
accounts of Nestor for the financial year ended 31 December 2009 or in the 
interim report for the six months to 30 June 2010 and which is material in the 
context of the Wider Nestor Group taken as a whole; 
(iii)       any past or present member of the Wider Nestor Group has not 
complied with all applicable legislation or regulations of any jurisdiction or 
any notice or requirement of any Relevant Authority with regard to the storage, 
disposal, discharge, spillage, leak or emission of any waste or hazardous 
substance or any substance likely to impair the environment or harm human health 
which non-compliance would be likely to give rise to any liability (whether 
actual or contingent) on the part of any member of the Wider Nestor Group and 
which is material in the context of the Wider Nestor Group taken as a whole; or 
(iv)      there is or is likely to be any obligation or liability (whether 
actual or contingent) to make good, repair, reinstate or clean up any property 
now or previously owned, occupied or made use of by any past or present member 
of the Wider Nestor Group or in which any such member may now or previously have 
had an interest under any environmental legislation or regulation or notice, 
circular or order of any Relevant Authority in any jurisdiction and which is 
material in the context of the Wider Nestor Group taken as a whole. 
Conditions ?3?(a) to ?(g) inclusive must be fulfilled, be determined by Saga to 
be or remain satisfied or (if capable of waiver) be waived by Saga by 11.59 p.m. 
on the date immediately preceding the Court Hearing, failing which the Scheme 
shall lapse. 
To the extent permitted by law and subject to the requirements of the Panel, 
Saga reserves the right to waive all or any of Conditions ?3?(a) to ?(g) 
inclusive, in whole or in part.  Saga shall be under no obligation to waive or 
treat as fulfilled any of Conditions ?3?(a) to ?(g) inclusive by a date earlier 
than the date specified above in Condition ?1 for the fulfilment thereof 
notwithstanding that the other conditions of the Acquisition may at such earlier 
date have been waived or fulfilled and that there are at such earlier date no 
circumstances indicating that any of such conditions may not be capable of 
fulfilment. 
If Saga is required by the Panel to make an offer for Nestor Shares under the 
provisions of Rule 9 of the Code, Saga may make such alterations to any of the 
above conditions as are necessary to comply with the provisions of that Rule. 
For the purposes of these Conditions, "Disclosed" means in any information as 
disclosed in Nestor's annual report and accounts for the year ended 31 December 
2009 or as publicly announced through a Regulatory Information Service by or on 
behalf of Nestor prior to the date of this announcement or as fairly disclosed 
in writing or pursuant to any meeting between representatives of Nestor and Saga 
prior to the date of this announcement to Saga, Acromas or any member of the 
Wider Saga Group by or on behalf of any member of the Wider Nestor Group. 
Save with the consent of the Panel, the Scheme will not proceed if, before the 
Court Meeting or the General Meeting (whichever is later), either (i) the 
proposed acquisition of Nestor by Saga or any matter arising from or relating to 
that proposed acquisition is referred to the Competition Commission; or (ii) the 
European Commission either initiates proceedings under Article 6(1)(c) of the 
Regulation or makes a referral to a competent authority of the United Kingdom 
under Article 9(1) of the Regulation and there is then a reference of the 
proposed acquisition of Nestor by Saga or any matter arising from or relating to 
that proposed acquisition to the Competition Commission.  In such event, none of 
Nestor, Saga or any Nestor shareholder will be bound by any term of the Scheme. 
PART B.                CERTAIN FURTHER TERMS OF THE ACQUISITION 
1.          Saga reserves the right to elect (with the consent of the Panel) to 
implement the Acquisition by way of a takeover offer (as defined in Part 28 of 
the Companies Act) as it may determine in its absolute discretion. In such 
event, such offer will be implemented on the same terms, so far as applicable, 
as those which would apply to the Scheme, subject to appropriate amendments to 
reflect the change in method of effecting the Acquisition, which may include 
changing the consideration structure under the terms of the Acquisition and 
(without limitation and subject to the consent of the Panel) an acceptance 
condition set at 75 per cent. (or such lesser percentage, being more than 50 per 
cent., as Saga may decide): (i) in nominal value of the shares to which such 
offer relates; (ii) of the voting rights attached to those shares; and (iii) of 
the voting rights normally exercisable at a general meeting of Nestor, 
including, for this purpose, any such voting rights attaching to Nestor Shares 
that are unconditionally allotted or issued before the takeover offer becomes or 
is declared unconditional as to acceptances, whether pursuant to the exercise of 
any outstanding subscription or conversion rights or otherwise. 
2.          The Nestor Shares are to be acquired by Saga fully paid and free 
from all liens, charges and encumbrances, rights of pre emption and any other 
third party rights of any nature whatsoever and together with all rights 
attaching thereto, including the right to all dividends or other distributions 
declared, paid or made after the date hereof other than the Second Interim 
Dividend of 2.5 pence per Nestor Share announced by Nestor on 6 December 2010. 
3.          The availability of the Scheme to persons not resident in the United 
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who 
are not resident in the United Kingdom should inform themselves about and 
observe any applicable requirements. 
4.          The Acquisition will be governed by English law and be subject to 
the jurisdiction of the English courts and to the conditions set out in this 
document and in the formal Scheme Document. The Acquisition will comply with the 
applicable rules and regulations of the Financial Services Authority and the 
London Stock Exchange and the Code. 
 
                                  APPENDIX II 
                SOURCES OF INFORMATION AND BASES OF CALCULATION 
In this announcement: 
(a)        Unless otherwise stated, financial information relating to the 
Acromas Group has been extracted or derived (without any adjustment) from the 
Acromas Holdings Limited audited annual report and accounts for the year ended 
31 January 2010, and financial information relating to the Nestor Group has been 
extracted or derived (without any adjustment) from the Nestor audited annual 
report and accounts for the year ended 31 December 2009. 
(b)       The value of the Acquisition is calculated on the basis of the 
existing issued share capital of Nestor referred to in paragraph (c) below. 
(c)        As at the close of business on 3 December 2010, being the last 
business day prior to the date of this announcement, Nestor had in issue 
112,891,379 Nestor Shares.  The International Securities Identification Number 
for Nestor Shares is GB0006313034. 
(d)        The fully diluted share capital of Nestor (being 120,668,868 Nestor 
Shares) is calculated on the basis of: 
?        the number of issued Nestor Shares referred to in paragraph (c) above; 
and 
?        any further Nestor Shares which may be issued on or after the date of 
this announcement on the exercise of options or the vesting of awards under the 
Nestor Share Schemes, amounting in aggregate to 7,777,489 Nestor Shares. 
(e)        Unless otherwise stated, all prices and closing prices for Nestor 
Shares are closing middle market quotations derived from the Daily Official 
List. 
                                  APPENDIX III 
                      DETAILS OF IRREVOCABLE UNDERTAKINGS 
Nestor Directors 
The following Nestor Directors have given irrevocable undertakings to vote in 
favour of the Scheme at the Court Meeting and the Special Resolution to be 
proposed at the General Meeting in relation to the following Nestor Shares: 
+----------------------------+--------------+-----------------+ 
| Name                       |  Number of   |  Percentage of  | 
|                            |    Nestor    |  issued share   | 
|                            |   Shares*    |   capital of    | 
|                            |              |     Nestor      | 
+----------------------------+--------------+-----------------+ 
| Roger Dye                  |   150,000    |      0.13%      | 
+----------------------------+--------------+-----------------+ 
| Martyn Ellis               |    47,292    |      0.04%      | 
+----------------------------+--------------+-----------------+ 
| Sir Andrew Foster          |    50,000    |      0.04%      | 
+----------------------------+--------------+-----------------+ 
| John Rennocks              |   437,791    |      0.39%      | 
+----------------------------+--------------+-----------------+ 
| Total                      |   685,083    |      0.61%      | 
+----------------------------+--------------+-----------------+ 
* These numbers include Nestor Shares held by family members of the relevant 
director to which the irrevocable also relates. 
These irrevocable undertakings given by the Nestor Directors will cease to be 
binding if: (i) the Scheme Document is not despatched to the Nestor Shareholders 
on or before 10 December 2010 or such later time as may be agreed by the Panel 
(save that if Saga subsequently elects to proceed by way of an Offer then such 
date shall be extended to a date which is 28 days after the date of the press 
announcement announcing the change in structure of the Acquisition); or (ii) the 
Scheme is not implemented by 31 March 2011, but otherwise remain binding in the 
event that a higher competing offer for Nestor is made. 
Other Nestor Shareholders 
Certain of the Nestor Shareholders have given irrevocable undertakings to vote 
in favour of the Scheme at the Court Meeting and the Special Resolution to be 
proposed at the General Meeting in relation to the following Nestor Shares: 
+----------------------------+--------------+-----------------+ 
| Name                       |  Number of   |  Percentage of  | 
|                            |    Nestor    |  issued share   | 
|                            |    Shares    |   capital of    | 
|                            |              |     Nestor      | 
+----------------------------+--------------+-----------------+ 
| Gartmore Investment        |  32,831,516  |      29.1%      | 
| Limited                    |              |                 | 
+----------------------------+--------------+-----------------+ 
| Schroder Investment        |  27,673,027  |      24.5%      | 
| Management Limited         |              |                 | 
+----------------------------+--------------+-----------------+ 
| Total                      |  60,504,543  |      53.6%      | 
+----------------------------+--------------+-----------------+ 
The irrevocable undertaking given by Gartmore Investment Limited will cease to 
be binding if (i) the Scheme Document is not despatched to the Nestor 
Shareholders on or before 31 December 2010 or such later time as may be agreed 
by the Panel (save that if Saga subsequently elects to proceed by way of an 
Offer then such date shall be extended to a date which is 28 days after the date 
of the press announcement announcing the change in structure of the 
Acquisition); or (ii) the Scheme is not implemented by 31 March 2011, or (iii) 
an announcement is made by a third party before midnight on the 5th day after 
the date of despatch of the Scheme Document of a firm intention to make an offer 
under Rule 2.5 of the Code (whether by way of a takeover offer or a scheme of 
arrangement), for all of the Nestor Shares not already owned by it (or by 
persons acting in concert with it) which is not subject to any pre-conditions 
and which represents at least a 15 per cent. premium to the value of the 
Acquisition. 
The irrevocable undertaking given by Schroder Investment Management Limited will 
cease to be binding if: (i) the Scheme Document is not despatched to the Nestor 
Shareholders on or before 3 January 2011 or such later time up to 17 January 
2011 as may be agreed by the Panel (save that if Saga subsequently elects to 
proceed by way of an Offer then such date shall be extended to a date which is 
28 days after the date of the press announcement announcing the change in 
structure of the Acquisition); or (ii) the Acquisition is withdrawn or lapses in 
accordance with its terms or otherwise becomes incapable of becoming Effective, 
but otherwise will remain binding in the event that a higher competing offer for 
Nestor is made. 
                                  APPENDIX IV 
                                  DEFINITIONS 
The following definitions apply throughout this announcement unless the context 
requires otherwise: 
"Acquisition" means the acquisition of the entire issued and to be issued share 
capital of Nestor by Saga in accordance with the terms of the Implementation 
Agreement; 
"Acromas" means Acromas Holdings Limited, a company incorporated in England and 
Wales with registered number 06252766; 
"Acromas Group" means Acromas, its subsidiaries or subsidiary undertakings and, 
where the context so permits, each of them; 
"Alternative Proposal" means any proposal put forward by any third party which 
is not acting in concert with Acromas, in respect of, or for: (i) any offer 
(construed in accordance with the Code and including any transaction subject to 
the Code as referred to in section 3(b) of the Introduction to the Code, whether 
or not subject to pre-conditions) for the issued ordinary share capital of 
Nestor or the sale (in one transaction or a series of transactions) of the whole 
of the assets or undertaking of the Nestor Group, or any part of the same which 
is material in the context of the Nestor Group as a whole; or (ii) any 
transaction or series of transactions howsoever implemented which, if 
implemented, would preclude the Acquisition or its implementation; 
"business day" means a day (excluding Saturdays, Sundays and public holidays) on 
which banks are generally open for business in the City of London; 
"Closing Price" means the closing middle market quotation of a Nestor Share, as 
derived from the Daily Official List; 
"Code" means the City Code on Takeovers and Mergers, as amended from time to 
time; 
"Companies Act" means the Companies Act 2006, as amended or re-enacted from time 
to time; 
"Conditions" means the conditions to the implementation of the Acquisition 
(including the Scheme) as set out in Appendix I to this announcement and to be 
set out in the Scheme Document; 
"Court" means Her Majesty's High Court of Justice of England and Wales; 
"Court Hearing" means the hearing of the Court to sanction the Scheme under Part 
26 of the Companies Act and to confirm the Reduction of Capital under section 
648 of the Companies Act; 
"Court Meeting" means the meeting of Nestor Shareholders convened by an order of 
the Court pursuant to Part 26 of the Companies Act to consider and, if thought 
fit, approve the Scheme (with or without amendment), including any adjournment 
thereof, notice of which will be set out in the Scheme Document; 
"Court Order" means the order of the Court sanctioning the Scheme under Part 26 
of the Companies Act and confirming the Reduction of Capital under section 648 
of the Companies Act; 
"Credit Suisse" means Credit Suisse Securities (Europe) Limited; 
"CREST" means the relevant system (as defined in the CREST Regulations) in 
respect of which Euroclear is the Operator (as defined in the CREST 
Regulations); 
"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI 
2001 No. 3755); 
"Daily Official List" means the daily official list of the London Stock 
Exchange; 
"Dealing Disclosure" means an announcement pursuant to Rule 8 of the Code 
containing details of dealings in interests in relevant securities of a party to 
an offer; 
"Dividend Record Date" means the record date for the Second Interim Dividend, as 
set out in paragraph 6 of this announcement; 
"Effective" means in the context of the Acquisition: 
(a)           if the Acquisition is implemented by way of the Scheme, the Scheme 
having become effective pursuant to its terms; or 
(b)           if the Acquisition is implemented by way of an Offer, the Offer 
having been declared or become unconditional in all respects in accordance with 
the requirements of the Code; 
"Euroclear" means Euroclear UK & Ireland Limited; 
"European Commission" means the executive body of the European Union; 
"FSA" means the Financial Services Authority; 
"FSMA" means the Financial Services and Markets Act 2000 (as amended from time 
to time); 
"General Meeting" means the general meeting of Nestor Shareholders convened in 
connection with the Acquisition, notice of which will be set out in the Scheme 
Document, including any adjournment thereof; 
"holder" means a registered holder of shares, including any person entitled by 
transmission; 
"holding company" has the meaning given to it in section 1159 of the Act; 
"Implementation Agreement" means the agreement dated 6 December 2010 and made 
between Acromas, Saga and Nestor and relating, among other things, to the 
implementation of the Acquisition; 
"Investec" means Investec Investment Banking, a division of Investec Bank plc, a 
public limited company (incorporated in England and Wales with registered number 
00489604), whose registered office is at 2 Gresham Street, London EC2V 7QP; 
"Listing, Prospectus, Disclosure and Transparency Rules" means the listing 
rules, the prospectus rules and the disclosure and transparency rules issued by 
the UK Listing Authority pursuant to Part VI of the Financial Services and 
Markets Act 2000; 
"London Stock Exchange" means London Stock Exchange plc; 
"Longstop Date" means 31 March 2011 or such other date as may be agreed by Saga 
and Nestor in writing; 
"Nestor" means Nestor Healthcare Group plc a company incorporated in England and 
Wales with registered number 01992981; 
"Nestor Board" or "Nestor Directors" means the board of directors of Nestor and 
"Nestor Director" means any of them; 
"Nestor Group" means Nestor, its direct or indirect subsidiaries or subsidiary 
undertakings and, where the context so permits, each of them; 
"Nestor Share Schemes" means together, the Nestor Healthcare Group Company Share 
Option Plan 1996, the Nestor Healthcare Group Employee Share Option Scheme 1996, 
the Nestor Healthcare Performance Share Plan; the Nestor Healthcare Group plc 
Share Option Plan 2002; and the Nestor Healthcare Group plc 2000 Savings Related 
Share Option Scheme; 
"Nestor Shareholders" means the holders of Nestor Shares; 
"Nestor Shares" means the ordinary shares of nominal value 10 pence each in the 
capital of Nestor; 
"Offer" means a takeover offer (within the meaning of section 974 of the 
Companies Act) for the entire issued and to be issued ordinary share capital of 
Nestor (other than any shares held by Saga (if any)) including any amendment or 
revision thereto, the full terms of which will be set out in the related offer 
document(s); 
"Official List" means the Official List of the UK Listing Authority; 
"Opening Position Disclosure" means an announcement pursuant to Rule 8 of the 
Code containing details of interests or short positions in, or rights to 
subscribe for, any relevant securities of a party to an offer; 
"Overseas Shareholders" means the Scheme Shareholders who are resident in, 
ordinarily resident in, or citizens of, jurisdictions outside the United 
Kingdom; 
"Panel" means the UK Panel on Takeovers and Mergers; 
"Reduction of Capital" means the proposed reduction of Nestor's share capital by 
the cancellation of the Scheme Shares provided for in the Scheme pursuant to 
section 641 of the Companies Act and as described in this announcement; 
"Registrar of Companies" means the Registrar of Companies in England and Wales; 
"Regulatory Information Service" means any channel recognised as a channel for 
the dissemination of regulatory information by listed companies as defined in 
the Listing, Prospectus, Disclosure and Transparency Rules; 
"Relevant Authority" means any government or governmental, quasi governmental, 
supranational, statutory, administrative or regulatory body, authority, court, 
trade agency, association, institution, environmental body or any other person 
or body in any jurisdiction; 
"Saga" means Saga Group Limited a company incorporated in England and Wales with 
registered number 00638891; 
"Saga Board" or "Saga Directors" means the board of directors of Saga and "Saga 
Director" means any of them; 
"Saga Group" means Saga, its direct or indirect subsidiaries or subsidiary 
undertakings and, where the context so permits, each of them; 
"Scheme" means the scheme of arrangement proposed to be made under Part 26 of 
the Companies Act between Nestor and the holders of the Scheme Shares, with or 
subject to any modification, addition or condition approved or imposed by the 
Court; 
"Scheme Document" means the circular in respect of the Scheme to be sent to 
(among others) Nestor Shareholders setting out (among other things) the Scheme 
and notices convening the Court Meeting and the General Meeting; 
"Scheme Effective Date" means the date on which the Scheme becomes Effective; 
"Scheme Record Time" means 6.00 pm on the business immediately preceding the 
date of the Court Hearing; 
"Scheme Shareholders" means holders of Scheme Shares, and a "Scheme Shareholder" 
shall mean any one of those Scheme Shareholders; 
"Scheme Shares" means all Nestor Shares which are: 
(a)           in issue at the date of the Scheme Document; 
(b)           (if any) issued after the date of the Scheme Document but before 
the Voting Record Time; and 
(c)           (if any) issued at or after the Voting Record Time but at or 
before the Scheme Record Time either on terms that the original or any 
subsequent holders of such Nestor Shares are to be bound by the Scheme or in 
respect of which such holders are, or have agreed in writing to be so bound, 
excluding, in any case, any Nestor Shares held by or on behalf of the Acromas 
Group as at the Scheme Record Time; 
"Second Interim Dividend" means the interim dividend proposed to be paid to 
Nestor Shareholders by Nestor, as set out in paragraph 6 of this announcement; 
"Special Resolution" means the special resolution to be proposed at the General 
Meeting; 
"Statement of Capital" means the statement of capital approved by the Court 
showing, with respect to Nestor's capital, as altered by the Court Order, the 
information required by section 649 of the Companies Act; 
"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern 
Ireland; 
"UK Listing Authority" means the FSA acting in its capacity as the competent 
authority under Part VI of FSMA; 
"United States" or "US" means 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; 
"US Exchange Act" means the United States Securities Exchange Act of 1934, as 
amended, and the rules and regulations promulgated thereunder; 
"Voting Record Time" means the time and date specified in the Scheme Document by 
reference to which entitlement to vote at the Court Meeting will be determined, 
expected to be 6.00 p.m. on the day which is two days before the date of the 
Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which 
is two days before such adjourned meeting; 
"Wider Nestor Group" means Nestor or any of its subsidiaries or subsidiary 
undertakings or any associated undertaking or any company of which 20 per cent. 
or more of the voting capital is held by the Nestor Group; and 
"Wider Saga Group" means Saga or any of its subsidiaries or subsidiary 
undertakings or any associated undertaking or any company of which 20 per cent. 
or more of the voting capital is held by the Saga Group. 
For the purposes of this announcement, "parent undertaking", "subsidiary", 
"subsidiary undertaking", "undertaking" and "associated undertaking" have the 
meanings given by the Companies Act. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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