Possible Offer for Claimar Care Group Plc
07 Août 2009 - 8:00AM
UK Regulatory
TIDMCCGP
RNS Number : 0489X
Housing 21
07 August 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF THAT JURISDICTION.
Possible offer for Claimar Care Group Plc
7 August 2009
Possible offer by Housing 21 ("Housing 21") for Claimar Care Group Plc ("Claimar
Care" or the "Company")
Summary
* The boards of Claimar Care and social enterprise Housing 21 are pleased to
announce the terms of a possible offer to be made by Housing 21 to acquire the
entire issued and to be issued share capital of the Company at 39 pence per
Claimar Care share, payable in cash.
* Certain Claimar Care shareholders with an aggregate interest of 27.70% have
entered into irrevocable undertakings with Housing 21 to accept an offer at 39
pence per Claimar Care share or such lower offer, payable in cash, that may be
made by Housing 21 in accordance with the conditions stated below.
* Housing 21 is a national provider of older peoples services. It is one of the
largest registered social landlords (RSL) specialising in retirement services
and has charitable status. Housing 21 owns and manages over 16,000 sheltered and
extra care retirement properties throughout England and is a substantial
provider of care and support services delivering over 30,000 hours of home care
per week. Housing 21 also holds a unique place amongst RSLs in the development
and provision of specialist services such as dementia care and end of life care.
In the last few years, Housing 21 has developed leading expertise and a track
record in delivering PFI/PPP projects specialising in retirement housing, care
and support.
* The acquisition of Claimar Care will enable Housing 21 to:
* Position itself as a principal provider in the community care sector delivering
over 80,000 hours of home care and a range of other care services
* Offer integrated housing, health and social care to more older people
* Expand the range and location of specialist care services
* Achieve greater efficiencies and reduced operating costs in an environment of
challenging public expenditure
Commenting on the proposed offer, Pushpa Raguvaran, Deputy Chief Executive and
Commercial Director Housing 21, said:
"We are delighted to have agreed the terms of a possible offer with Claimar
Care. The addition of their services and structures within Housing 21 will
significantly advance our ability to offer much greater choice and more
integrated services to older people across the country. The combined strength of
our two organisations will greatly enhance our position as one of the UK's
leading care providers to people in their own homes and will increase the
quality of care for all users through extended service offerings."
Commenting on the proposed offer, Mark Hales, CEO, Claimar Care, said:
"Following completion of our strategic review we were very keen to find the
right home for Claimar. Housing 21 represents the right fit for our business,
offering an excellent choice of care and support for older people. This, in
conjunction with our own leading position within the domiciliary care sector,
will create one of the UK's foremost providers of care to older people in their
own homes. We are delighted to be working with Housing 21 to consummate this
transaction and excited by the enhanced opportunities it will bring to our
employees and clients."
1. Terms of the Possible Offer
In its announcement of 9 April 2009, the Company stated that a strategic
review had been initiated and that one of the options of this review included
the possible sale of all or part of the business.
The boards of Claimar Care and social enterprise Housing 21 are pleased to
announce the terms of a possible offer to be made by Housing 21 to acquire the
entire issued and to be issued share capital of the Company at 39 pence per
Claimar Care share, payable in cash (the "Proposal").
For the purposes of Rule 2.4(c) of the City Code on Takeovers and Mergers (the
"Code") Housing 21 reserves the right to make an offer at a lower price with the
recommendation of the Claimar Care board.
Claimar Care and Housing 21 emphasise that the Proposal does not constitute a
firm intention to make an offer for the Company pursuant to Rule 2.5 of the Code
and, accordingly, there can be no certainty that any offer will be made.
The Proposal remains in particular subject to the completion of confirmatory due
diligence to be performed by Housing 21. The Board of Claimar Care has entered
into a non-solicitation and break fee agreement (the "Non-Solicitation
Agreement") in customary form with Housing 21 to enable Housing 21 to complete
this due diligence exercise and undertake other necessary preparatory work
towards the possible announcement of a firm intention to make an offer for
Claimar Care. The Non-Solicitation Agreement will expire at 5.00pm on 31 August
2009 (or such later date as the Company and Housing 21 may agree in writing)
unless Housing 21 has announced a firm intention to make an offer for
Claimar Care by then.
2. Information on Claimar Care
Claimar Care Group PLC is one of the UK's leading providers of high calibre
domiciliary and complex care to individuals living in their own homes. Through
its Claimar Care brand the Company delivers over 50,000 hours per week of
domiciliary care services from over 30 branches. Its Complete Care operation
specialises in the provision of complex care to people with an acquired brain
injury or acquired spinal cord injury, thereby allowing over 180 people with
severe disabilities to live independently in their own homes. The Group also
includes Primary Care Training Group, which provides a wide range of social care
and health care training courses and NVQs, Sure Care, a national franchisor of
care services, and PharmAssured, which provides tailored domiciliary pharmacy
services.
3. Information on Housing 21
Housing 21 is a social enterprise promoting independence and choice for older
people through quality care, health, and housing services. It is a registered
social landlord with charitable status and owns and manages nearly 400
retirement housing schemes throughout England made up of around 15,000 sheltered
and 1,000 extra care properties. Properties are a mix of rented, leasehold and
shared ownership.
* Housing 21 is also a substantial provider of health and social care services
including:home (domiciliary) care services - c. 30,000 hours/week
* dementia care - c. 1,500 hours/week
* day care, combined health and social care, respite, intermediate and residential
care - c. 24,000 hours/week
Housing 21's strategic vision includes significant expansion to enable them to
build more integrated services which offer wider choice and availability to
people living in the community or in retirement housing and which will be more
flexible to adapt to peoples needs as they change.
4. Irrevocable commitment
Certain shareholders have entered into irrevocable undertakings yesterday, in
relation in aggregate to 13,850,000 Claimar Care ordinary shares, approximately
27.7% of the existing Claimar Care issued ordinary share capital, in respect of
a possible offer from Housing 21 for the entire issued and to be issued share
capital of the Company, at 39 pence per Claimar Care share or such lower offer,
if recommended by the Claimar Care board, payable in cash, as may be made by
Housing 21 in circumstances where as at the date of the announcement of a firm
intention to make an offer for Claimar Care by Housing 21, Claimar Care's
"Forecast Net Debt" (as defined in the irrevocable undertakings) exceeds GBP21m
and consequently the offer price per Claimar Care share has been commensurately
reduced.
Irrevocable undertakings have been entered into by the following shareholders in
respect of their entire Claimar Care shareholdings:
+--------------------------+-------------------+-----------------------+
| Shareholder | Claimar Care | % |
| | shareholding | |
+--------------------------+-------------------+-----------------------+
| Mark Hales (CEO of | 7,941,666 | 15.88 |
| Claimar Care) | | |
+--------------------------+-------------------+-----------------------+
| Claire Hales | 1,608,334 | 3.22 |
+--------------------------+-------------------+-----------------------+
| Jim Ceaser | 2,150,000 | 4.30 |
+--------------------------+-------------------+-----------------------+
| Retha Ceaser | 2,150,000 | 4.30 |
+--------------------------+-------------------+-----------------------+
| TOTAL | 13,850,000 | 27.70 |
+--------------------------+-------------------+-----------------------+
The irrevocable undertakings are binding whether the Proposal is implemented by
way of an offer or a scheme of arrangement. These irrevocable undertakings will
cease to be binding if an announcement of a firm intention to make an offer for
Claimar Care is not made by Housing 21 by 5.00pm on 31 August 2009 or, if
Housing 21 does make such an announcement by 31 August 2009, the offer document
(or as the case may be scheme circular) has not been posted within 28 days
following the date of announcement of the firm intention to make an offer (or
within such longer period as Housing 21 may, with the consent of the Takeover
Panel, determine); or, if Claimar Care's obligations under the Non-Solicitation
Agreement with Housing 21 have lapsed.
This announcement is available on the following websites:
www.housing21.co.uk
and www.claimar.co.uk.
For further information contact:
+--------------------------------+---------------------------------------------+
| Housing 21 | |
+--------------------------------+---------------------------------------------+
| Pushpa Raguvaran, Deputy Chief | T: 03701924820; p.raguvaran@housing21.co.uk |
| Executive and Commercial | |
| Director | |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| Grant Thornton UK LLP | T: 020 7383 5100 |
| (Financial adviser to Housing | |
| 21) | |
| Stephen Baker | |
| Salmaan Khawaja | |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| Claimar Care Group Plc | |
+--------------------------------+---------------------------------------------+
| Mark Hales, Chief Executive | T: 0121 410 4080 |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| KPMG Corporate Finance | |
| (Financial adviser to Claimar | |
| Care Group Plc | |
+--------------------------------+---------------------------------------------+
| Andrew Nicholson | T: 0207 694 3782 |
+--------------------------------+---------------------------------------------+
| Chris Belsham | T: 0161 246 4548 |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| M:Communications (PR adviser | |
| to Housing 21) | |
+--------------------------------+---------------------------------------------+
| Caroline Villiers | T: 020 7153 1521/E: villiers@mcomgroup.com |
+--------------------------------+---------------------------------------------+
| Adrian Flook | T: 020 7153 1588/E: flook@mcomgroup.com |
+--------------------------------+---------------------------------------------+
| Marylène Guernier | T: 020 7153 1269/E: guernier@mcomgroup.com |
+--------------------------------+---------------------------------------------+
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code ('the Code'), if any
person is, or becomes, 'interested' (directly or indirectly) in 1% or more of
any class of 'relevant securities' of Claimar Care, all 'dealings' in any
'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of Claimar Care, they will be deemed to be a
single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Claimar Care by any offeror, or by any of its respective
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the 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, you should consult the Panel.
The directors of Claimar Care accept responsibility for the information
contained in this announcement in relation to Claimar Care. To the best of the
knowledge and belief of the directors of Claimar Care (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The directors of Housing 21 accept responsibility for the information contained
in this announcement in relation to Housing 21. To the best of the knowledge and
belief of the directors of Housing 21 (who have taken all reasonable care to
ensure that such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information
Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Housing 21 and
no-one else in connection with the matters set out in this announcement and,
accordingly, will not be responsible to anyone other than Housing 21 for
providing the protections offered to clients of Grant Thornton UK LLP or for
providing advice in relation to the matters set out in this announcement, or any
matter referred to herein. No representation or warranty, express or implied, is
made by Grant Thornton UK LLP as to any of the contents of this announcement
(without limiting the statutory rights of any person to whom this announcement
is issued.)
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated
by the Financial Services Authority for investment business activities, is
acting for the Company as financial advisor in relation to the matters set out
in this announcement and is not acting for any other person in relation to these
matters. KPMG Corporate Finance will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or for providing
advice in relation to the contents of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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