Ares Capital Europe Ltd Offer for Healthcare Locums plc (1630C)

TIDMTTM TIDMHLO

RNS Number : 1630C

Ares Capital Europe Ltd

11 April 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

11 April 2013

RECOMMENDED CASH OFFER

for

HEALTHCARE LOCUMS PLC

ANGEL ACQUISITIONS LIMITED

Following the announcement made by Healthcare Locums plc ("HCL"or the "Company") on 6 February 2013 in relation to an indicative proposal being received from ACE Limited and Toscafund (with (i) ACE Limited and (ii) Toscafund and certain of their respective concert parties being the "Consortium"), the Directors of HCL and the Board of Angel Acquisitions are pleased to announce that they have reached agreement on the terms of a recommended cash offer by Angel Acquisitions for the entire issued and to be issued share capital of HCL not already acquired or agreed to be acquired by Angel Acquisitions to be implemented by means of a takeover offer within the meaning of Part 28 of the Companies Act.

Summary

-- Under the terms of the Offer, HCL Shareholders will be entitled to receive 0.75 pence in cash for each HCL Share (the "Offer Price").

   --      The Offer Price represents a premium of approximately:

o 47.1 per cent. to the closing price of 0.51 pence per HCL Share on 10 April 2013, being the last Business Day prior to the publication of this announcement; and

o 38.9 per cent. to the closing price of 0.54 pence per HCL Share on 5 February 2013, being the last Business Day prior to the commencement of the Offer Period.

-- On 23 January 2013 HCL issued a company update disclosing that its financial forecasts and projections indicated that there was likely to be a need for additional capital funding in the next 12 months and also that it may not meet its banking covenants in March and June 2013.

-- Angel Acquisitions believes that the Company requires further operational and financial restructuring in addition to the additional capital requirements that have been identified by the Company. Angel Acquisitions also believes that it is better for the Company to cancel the admission to trading of the HCL Shares on AIM ("De-list") prior to undertaking any such restructuring, in part because of the ability of the Company to engage more quickly and confidentially with its customers after De-listing, and Angel Acquisitions is only willing to provide further capital funding on this basis. Angel Acquisitions believes that a De-listing will also enable the Company to reduce its administrative and regulatory overheads as well as freeing it from the need to commit significant management resources to complying with the continuing public disclosure requirements that arise as a result of being a listed company.

-- Having concluded that the Company requires additional capital, it became apparent to the Board of HCL that it would require the support of its majority shareholders to obtain further funding. Angel Acquisitions, as the investment vehicle for the Consortium, is prepared to provide certain funding support to the Company but this is conditional upon a number of matters occurring, including the De-listing and the restructuring completing. The Board of HCL has further concluded that without additional funding there will be little or no equity value left in the business. As Angel Acquisitions has already agreed to acquire, conditional on the Offer becoming or being declared unconditional in all respects, or received irrevocable undertakings to accept the Offer in respect of 77.97 per cent. in aggregate of HCL's existing share capital, Angel Acquisitions does not require any further shares to be accepted into the Offer for the Acceptance Condition to be satisfied and accordingly it is highly likely that the Offer will be completed and that the Company will be De-listed. Following the De-listing, the Board of HCL believe that shareholders would be likely to have limited opportunity to sell their shares and if the restructuring were to proceed as envisaged, minority shareholders would suffer significant economic dilution.

-- The Company has reached agreement with the Senior Lenders regarding certain key changes to the Senior Facilities Agreement. This agreement is conditional upon Angel Acquisitions providing up to GBP10 million of new funding to the Company and Angel Acquisition's agreement to do so is, in turn, conditional upon the Offer becoming or being declared unconditional in all respects and HCL being De-listed. The Senior Lenders have given their consent to the change of control resulting from the Offer and to the De-listing of HCL.

-- Given this background, the Directors of HCL, who have been so advised by Investec, consider the terms of the Offer to be fair and reasonable. In providing its advice, Investec has taken into account the commercial assessments of the Directors of HCL. Accordingly, the Directors of HCL intend unanimously to recommend that HCL Shareholders accept the Offer.

-- Angel Acquisitions is a newly incorporated company formed for the purpose of making and implementing the Offer. It is currently owned as to 50 per cent. by ACE Holdco and 50 per cent. by Tosca Opportunity and, following the Offer becoming or being declared unconditional in all respects, is expected to be owned as to 43.5 per cent. by ACE Holdco and ACE Limited and 56.5 per cent. by Tosca Opportunity.

-- The Consortium hold approximately 72.50 per cent. in aggregate of HCL's existing issued share capital. Pursuant to the Joint Venture Agreement, ACE Holdco and Tosca Opportunity have agreed to sell, and Angel Acquisitions has agreed to acquire, conditional upon the Offer becoming or being declared unconditional in all respects, all of the HCL Shares held by any of ACE Holdco and investment funds managed by Toscafund (other than HCL Shares representing 2.90 per cent. of HCL's existing issued share capital held by certain investment funds managed by Toscafund that are subject to restrictions on holdings in private companies which will instead be sold to Angel Acquisitions for cash pursuant to the Offer) in consideration for the issue to ACE Holdco and Tosca Opportunity of shares in Angel Acquisitions. In addition, Angel Acquisitions has received irrevocable undertakings from all those Directors of HCL who hold HCL Shares and from Toscafund to accept or procure the acceptance of the Offer in respect of 28,304,041 HCL Shares in aggregate representing approximately 3.34 per cent. of HCL's existing issued share capital. Angel Acquisitions has also received an irrevocable undertaking from Jupiter Asset Management Limited to accept or procure the acceptance of the Offer in respect of 42,762,620 HCL Shares in aggregate representing approximately 5.04 per cent. of HCL's existing issued share capital. Accordingly, Angel Acquisitions has agreed to acquire or has received irrevocable undertakings to accept or procure the acceptance of the Offer in respect of 661,036,114 HCL Shares in aggregate representing approximately 77.97 per cent. of HCL's existing issued share capital.

-- The Offer will be conditional upon, amongst other things, Angel Acquisitions receiving acceptances (which have not been withdrawn) in respect of HCL Shares which, together with the HCL Shares acquired or agreed to be acquired by Angel Acquisitions before or during the Offer, represent not less than 75 per cent. (or such lower percentage as Angel Acquisitions may decide) in nominal value of the HCL Shares and of the voting rights attaching to those shares.

-- If the Offer becomes or is declared wholly unconditional, and sufficient acceptances of the Offer are received, Angel Acquisitions intends to procure that HCL will make an application for the cancellation of the listing of all the HCL Shares. De-listing is likely to significantly reduce the liquidity and marketability of any HCL Shares in respect of which the Offer has not been accepted. It is also intended that, after the Offer becomes or is declared unconditional in all respects, Angel Acquisitions will seek to re-register HCL as a private limited company.

-- The Offer will be funded by Angel Acquisitions from loans, which will subsequently be converted into equity subscriptions in cash, from Tosca Opportunity and ACE Holdco to Angel Acquisitions.

This summary should be read in conjunction with the following full announcement and the Appendices. The Offer will be subject to the Conditions and principal further terms set out in this announcement and to the full terms and conditions set out in the Offer Document and, in respect of HCL Shares held in certificated form, the Form of Acceptance.

Appendix 2 contains bases and sources of certain information contained in this summary and the following announcement. Appendix 3 contains details of irrevocable undertakings received by Angel Acquisitions. Appendix 4 contains the definitions of certain terms used in this announcement.

Enquiries:

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

   Andrew Speirs                                                      Tel: +44 (0) 20 7665 4500

David Tyrrell

   Healthcare Locums plc                                         Tel: +44 (0) 20 7451 1451

Stephen Burke, Chief Executive Officer

Investec (financial adviser and corporate broker to HCL)

   Gary Clarence                                                       Tel: +44 (0) 20 7597 4000

Patrick Robb

Daniel Adams

Pelham Bell Pottinger (public relations adviser to HCL)

   David Rydell                                                         Tel: +44 (0) 20 7861 3232

Emma Kent

IMPORTANT NOTES

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and, in respect of HCL Shares held in certificated form, the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

The availability of the Offer to persons who are resident in jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of the relevant jurisdictions in which they are located. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

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

The receipt of cash pursuant to the Offer by HCL Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each HCL Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer.

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

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

Investec, which is authorised and regulated in the UK by the FCA, is acting exclusively for HCL and no one else in connection with the Offer and will not be responsible to anyone other than HCL for providing the protections afforded to clients of Investec or for providing advice in relation to the Offer or any other matters referred to in this announcement.

Cautionary note regarding forward-looking statements

This announcement, including the information included in this announcement, contains certain forward-looking statements. These statements are based on the current expectations of the management of HCL, Angel Acquisitions, Ares, Tosca Opportunity and Toscafund (as the case may be) and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may include statements about the expected effects on HCL, Angel Acquisitions and/or any member of the Consortium of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this document other than historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results, outcomes and developments to differ materially from those expressed in or implied by such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, none of HCL, Angel Acquisitions and each member of the Consortium can give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this document. None of HCL, Angel Acquisitions and each member of the Consortium assumes any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested 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(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10(th) business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 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. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

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

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

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. 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 +44 (0)20 7638 0129.

Purchases Outside the Offer

Angel Acquisitions or its nominees or brokers (acting as agents) may purchase HCL Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the City Code, AIM Regulation and the rules of the London Stock Exchange.

Publication on websites

A copy of this announcement and other documents in connection with the Offer will, subject to certain restrictions relating to persons resident in Restricted Jurisdiction, be available free of charge for inspection on HCL's website at www.hclplc.com and Toscafund's website at www.toscafund.com. The contents of these websites referred to in this announcement are not incorporated into, and do not form part of, these announcements.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

RECOMMENDED CASH OFFER

FOR

HEALTHCARE LOCUMS PLC

ANGEL ACQUISITIONS LIMITED

   1.             Introduction

Following the announcement made by Healthcare Locums plc ("HCL" or the "Company") on 6 February 2013 in relation to an indicative proposal received from ACE Limited and Toscafund, (with (i) ACE Limited and (ii) Toscafund and certain of their respective concert parties being, the "Consortium"), the Directors of HCL and the Board of Angel Acquisitions are pleased to announce that they have reached agreement on the terms of a recommended cash offer by Angel Acquisitions, for the entire issued and to be issued share capital of HCL not already owned or agreed to be acquired by Angel Acquisitions to be implemented by means of a takeover offer within the meaning of Part 28 of the Companies Act.

Angel Acquisitions is a newly incorporated company formed for the purpose of making and implementing the Offer. Further information in relation to Angel Acquisitions is set out in paragraph 9 of this announcement.

   2.             The Offer

Under the terms of the Offer, which will be subject to the Conditions and further principal terms set out in Appendix 1 to this announcement and to the full terms and conditions set out in the Offer Document and, in respect of HCL Shares held in certificated form, the Form of Acceptance, HCL Shareholders shall be entitled to receive:

   For each HCL Share:             0.75 pence in cash

The Offer Price values HCL's issued and to be issued share capital at GBP6,358,498.

The HCL Shares will be acquired pursuant to the Offer with full title guarantee, fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights now or thereafter attaching thereto, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

The Offer will be conditional upon, amongst other things, Angel Acquisitions receiving acceptances in respect of HCL Shares which, together with the HCL Shares acquired or agreed to be acquired before or during the Offer, represent not less than 75 per cent. (or such lower percentage as Angel Acquisitions may decide) in nominal value of the HCL Shares and of the voting rights attaching to those shares. Further details on the Conditions are set out in Appendix 1 to this announcement.

   3.             Interests in HCL Shares and irrevocable undertakings

The Consortium hold approximately 72.50 per cent. in aggregate of HCL's existing issued share capital. Immediately prior to the date of this announcement each of ACE Limited and Ares Lux has transfered the HCL Shares held by them to ACE Holdco for no consideration. Pursuant to the Joint Venture Agreement, ACE Holdco and Tosca Opportunity have agreed to sell, and Angel Acquisitions has agreed to acquire, conditional upon the Offer becoming or being declared unconditional in all respects, all of the HCL Shares held by any of ACE Holdco and investment funds managed by Toscafund (other than HCL shares representing 2.90 per cent. of HCL's existing issued share capital held by certain investment funds managed by Toscafund that are subject to restrictions on holdings in private companies which will instead be sold to Angel Acquisitions for cash pursuant to the Offer) in consideration for the issue to ACE Holdco and Tosca Opportunity of shares in Angel Acquisitions.

In addition, Angel Acquisitions has received irrevocable undertakings from:

-- all the Directors of HCL who hold HCL Shares to accept or procure acceptances of the Offer in respect of their own beneficial holdings amounting in aggregate to 3,742,142 HCL Shares, representing approximately 0.44 per cent. of HCL's existing issued share capital;

-- Toscafund to accept or procure the acceptance of the Offer in respect of 24,561,899 HCL Shares in aggregate representing approximately 2.90 per cent. of HCL's existing issued share capital that are held by investment funds managed by Toscafund that are subject to restrictions on holdings in private companies; and

-- Jupiter Asset Management Limited to accept or procure the acceptance of the Offer in respect of 42,762,620 HCL Shares representing approximately 5.04 per cent. of HCL's existing issued share capital that are held by investment funds managed by Jupiter Asset Management Limited.

All of these irrevocable undertakings cease to be binding if the Offer terminates or lapses in accordance with its terms or otherwise becomes incapable of ever becoming effective.

See Appendix 3 for full a breakdown of these irrevocable undertakings.

Accordingly, Angel Acquisitions has agreed to acquire or received irrevocable undertakings to accept or procure the acceptance of the Offer in respect of 661,036,114 HCL Shares in aggregate representing approximately 77.97 per cent. of HCL's existing issued share capital.

   4.             Background to the Offer

On 28 September 2012 the Company released its interim results for the 26 weeks ended 1 July 2012, which highlighted the key issues facing the business. The Company had suffered difficult trading conditions in both of its geographic markets, the UK and Australia. In addition, and as a result of the poor trading conditions, the Company had requested that the Senior Lenders reset covenants and defer the start of the repayment of the loan principal under the Senior Facilities Agreement by nine months until June 2013.

At the same time, the Board of HCL began actively seeking ways in which to reduce the Company's cost base further and improve the profitability of the Company. On 23 January 2013 the Board of HCL released a trading update for the 52 week period ended 30 December 2012. This announcement stated that:

"In the UK, delays in NHS framework renewals have continued to constrain the Group's ability to capitalise on its strategy of moving to higher volume, lower margin framework contracts in the UK. This uncertainty is expected to continue into 2013. This has depressed the performance of both the Doctors and Allied Health Professional divisions. In the second half, the Nursing division successfully implemented a new IT system, however this necessary diversion delayed the business's ability to capitalise on the significant demand in this market and impacted its short term results. Further, the Social Care division has remained under margin pressure as Local Authorities continue to reduce budgets.

In Australia, weakness in demand in the private and public sectors has continued as the macro economy has deteriorated. Although the Group has made senior management changes and placed a renewed focus on key public sector clients, the current uncertainties in demand make Australia a challenging market in which to operate and as a result revenues have been impacted in the second half of the year."

In this difficult trading environment, the Board of HCL updated its internal financial forecasts and budget projections to reflect the current poor trading conditions. Based on these revised projections, the Board of HCL determined that, to deliver the Company's strategic plan, there would be a requirement for additional capital funding over the next 12 months, and that the banking financial covenant for March 2013 and June 2013 may not be met. It subsequently became apparent that the March 2013 banking financial covenant would not be met. As a result of determining that there would be a requirement for additional capital funding for the Company and that the banking financial covenant for each of March 2013 and June 2013 may not be met, the Board of HCL approached its advisors and were counselled that any fundraising would be difficult without the financial support of the Company's major shareholders and lending banks. Accordingly, the Board of HCL approached its two substantial shareholders, being Toscafund and Ares, and the Senior Lenders to ascertain their willingness to provide additional capital to the Company.

The Board of HCL remains convinced that the Company's strategic positioning is correct, however the timing of the Company being able to improve its profitability to achieve an adequate return on capital is uncertain. To implement its strategy and to give customers confidence in the future financial stability of the Company, the Company requires additional capital. The interim results for the 26 week period ended 1 July 2012 showed that the Company had an adjusted EBITDA* loss of GBP0.8 million and a loss from continuing operations of GBP4.8 million. Taking these results into account and having reviewed the revised financial budgets for the business, the Board of HCL and its advisors concluded that the Company would require an additional capital injection of approximately GBP10 million in 2013 and would need to agree certain key changes to the existing Senior Facilities Agreement with its Senior Lenders (including the rescheduling of loan repayments) to provide it with sufficient capital to execute its strategy. The Board of HCL also considered alternative strategies and rejected them for reasons set out later in this announcement.

*Adjusted EBITDA is earnings before depreciation, amortisation, interest and tax and before highlighted operating expenses and share-based payments charges or credits set out in the interim results announced on 28 September 2012.

The Board of HCL has spoken to its Senior Lenders about providing additional capital. Although the Senior Lenders were and continue to be supportive of the business and were willing to make certain amendments to the existing Senior Facilities Agreement if additional external capital were forthcoming, they were and are not prepared to provide additional debt finance to the Company. Given the current weak trading performance of the HCL Group and having taken advice from Investec, the Board of HCL did not believe that the Company would be able to raise this capital independently in the short timeframe required without the support of both Toscafund and Ares.

Angel Acquisitions supports the view of the Board of HCL that the Company requires further operational and financial restructuring in addition to the additional capital requirements that have been identified by the Company. Angel Acquisitions believes that it is better for the Company to De-list prior to undertaking any such restructuring, in part because of the ability of the Company to engage more quickly and confidentially with its customers after De-listing, and are only willing to provide further capital funding on this basis. Angel Acquisitions believes a De-listing will also enable the Company to reduce its administrative and regulatory overheads as well as freeing it from the need to commit significant management resources to complying with the continuing public disclosure requirements that arise as a result of being a listed company.

Accordingly, the Board of HCL has concluded, after serious deliberations, that to achieve the additional funding required, the Company has no choice but to enter into the Restructuring Agreement and related agreements and to De-list. A De-listing does have additional benefits in that it will reduce some costs and the cash savings made can be reinvested in the business.

   5.             Current trading and future prospects

The Board of HCL believe that the Company has positioned itself well to benefit from increasing customer demand for quality workforce solutions delivering high standards of clinical governance and enabled through leading technology. In the UK, successful delivery of this strategy is dependent on the Company being awarded certain procurement frameworks, the tender processes of which have experienced delays through 2012 and which have continued into 2013. In Australia, despite the current downturn in demand that the Company is experiencing, the Board of HCL believes that the Company has significant opportunities for growth in the medium term.

Current trading for the period from 30 December 2012 to 10 April 2013

The weakness in demand in both the private and public sectors in Australia has continued into the new financial year. In the UK delays in the award of the key NHS frameworks have continued. The Board of HCL has agreed with the Company's Senior Lenders certain changes under the Senior Facilities Agreement including, amongst other things, that the Senior Lenders waive the banking financial covenant for the period ended 31 March. Further details of the proposed changes to the Senior Facilities Agreement contained in the Restructuring Agreement are set out in paragraph 10 of this announcement.

   6.             Background to and reasons for the recommendation

On the basis that a De-listing was a condition to Angel Acquisitions providing future funding, the Board of HCL asked Angel Acquisitions to consider providing a mechanism to allow those remaining shareholders wishing to sell their shares the opportunity to do so before there ceases to be an established market to trade their shares once the Company ceases to be listed. The Board of HCL also inquired if it were possible to allow for minority shareholders to retain their investment in a De-listed entity and participate in the restructuring. Having considered these requests Angel Acquisitions came to the conclusion that it would make an offer for all the outstanding HCL Shares not already acquired or agreed to be acquired by it but that the cost, complexity and delay required to allow all shareholders an opportunity to participate in the restructuring was not justified in these circumstances. To that end they put forward an indicative joint proposal to acquire all the outstanding HCL Shares not already owned by Toscafund and ACE Limited and their concert parties at a price in cash of at least 0.54 pence per share, being the closing market price of an HCL Share on 5 February 2013, being the Business Day immediately prior to the announcement of the indicative proposal by the Consortium.

The Board of HCL negotiated with Angel Acquisitions with a view to improving the indicative offer and this resulted in Angel Acquisitions increasing the indicative offer price to 0.75 pence in cash per HCL Share. Although this is below the historical share price prior to 23 January 2013, the Company's announcement on this date highlighted the difficult trading conditions in both of its two geographic markets (as noted in paragraph 4 above) and resulted in a reduction in the share price to 0.54 pence by the market close on the 24 January 2013. The offer price of 0.75 pence in cash per HCL Share represents a premium of 38.9 per cent. over the closing share price on 5 February 2013, the last Business Day before the commencement of the Offer Period.

The Board of HCL has considered the quantum of the fundraising needed and has concluded that even if the fundraising could be undertaken in the absence of the Offer, shareholders would suffer significant dilution if they were unable or unwilling to invest further money in the business. Given the current share price and the quantum of the capital needed, this dilution would be significant. Taking into account the current equity market conditions, the likely level of capital needed relative to the current value of the Company, the additional costs and time required for a pre-emptive fundraising and crucially the fact that the fundraising would need to be undertaken in a De-listed environment as a condition of Angel Acquisitions providing financial support, the Board of HCL and its advisors were convinced that a successful equity fundraising involving all shareholders in a listed environment was not feasible.

In order to secure the future fundraising and restructuring of the Company, the Company has entered into the Restructuring Agreement with, among others, the Senior Lenders, Angel Acquisitions, ACE Holdco, ACE Limited and Tosca Opportunity under which the Senior Lenders agree to make certain key changes to the Senior Facilities Agreement. This agreement requires Angel Acquisitions to provide GBP5 million of new funding to the Company and is conditional upon the Offer becoming or being declared unconditional in all respects, HCL being De-listed before 6 June 2013 and certain termination events not having occurred under the terms of the Restructuring Agreement. Details of this agreement are set out in paragraph 10 of this announcement. Angel Acquisitions has also agreed to provide up to a further GBP5 million of funding to the Company pursuant to the terms of the Funding Commitment Letter. The Senior Lenders have given their consent to the change of control resulting from the Offer and to the De-listing of the Company.

Under the terms of the Restructuring Agreement, minority shareholders are not being given the opportunity to participate in this restructuring and accordingly will suffer significant economic dilution if they elect not to accept the Offer and the restructuring set out in the Restructuring Agreement completes.

Prior to entering into the Restructuring Agreement the Board of HCL had considered the possibility of selling all or parts of the business and concluded that, based on the recent historic performance and the current trading of the Company, any sale in the current environment was unlikely to achieve a valuation that is in excess of the current indebtedness of the Company. Given the short term risks to the business, the current challenging and uncertain trading conditions, and the need to raise significant capital, the Board of HCL also believed that, absent the Offer and the Restructuring Agreement, the share price of the Company was unlikely to appreciate, and that the Offer represents a more certain outcome in an uncertain environment.

   7.             Recommendation

The future financial performance of the Company depends heavily on the underlying public and private healthcare spending in the markets in which the Company operates. The Board of HCL has had to balance the current offer of 0.75 pence per HCL Share in cash today against the potential value of the business if funding had not been forthcoming. If the Company had been unable to secure the funding it requires, the Senior Lenders may not have agreed to further delay or to waive or alter the covenant tests and the Board of HCL would not have been able to pursue its strategy. In addition the Board of HCL would have needed to take a number of remedial steps to significantly further reduce the Company's cost base and would have needed to dispose of assets to reduce the current level of indebtedness. All these actions would have weakened the Company's competitive position in the markets in which it operates and it would have been unlikely to be sufficient to enable the Company to repay its current indebtedness with the result that there would have been little or no equity value left in the Company.

Given the HCL Shares currently held by parties acting in concert with Angel Acquisitions and the irrevocable undertakings to accept or procure the acceptance of the Offer received by Angel Acquisitions, the Board of HCL anticipate the Offer will become unconditional as to acceptances once the Offer Document is posted and be declared unconditional in all respects shortly thereafter. Once the Offer is declared unconditional in all respects the Company will be De-listed and, in turn, the restructuring as set out in the Restructuring Agreement will proceed with the consequence that minority shareholders that have not accepted the Offer will suffer significant economic dilution. In addition their residual shareholding would be in a majority controlled private company and they would be likely to have very limited opportunity to sell their shares.

Given this background, the Directors of HCL, who have been so advised by Investec, consider the terms of the Offer to be fair and reasonable. Accordingly the Directors of HCL intend to unanimously recommend that HCL Shareholders accept the Offer and all the Directors of HCL who hold HCL Shares have irrevocably agreed to do so in respect of their own shareholdings of HCL Shares, which in aggregate amount to 3,742,142 HCL Shares representing approximately 0.44 per cent of the issued share capital of the Company. In providing advice to the Directors of HCL, Investec has taken into account the commercial assessments of the Directors of HCL.

   8.             Information relating to HCL

The HCL Group is one of the leading businesses in healthcare recruitment in both the UK and Australia. It has operations covering predominantly the provision of clinical agency or locum staff to healthcare providers. In the UK, the HCL Group specialises in recruiting doctors, nurses, allied health professionals and social workers for the NHS and other public and private sectors. In Australia, the business encompasses recruitment and training for agency and permanent healthcare positions including nurses, aged care workers, doctors and other healthcare professionals.

For the financial year ending 31 December 2011, HCL reported (all on a consolidated basis) revenues of GBP227.1 million, and a loss before tax from continuing operations of GBP12.9 million. For the 26 weeks ended 1 July 2012, HCL reported revenues of GBP101.1 million and a loss before tax from continuing operations of GBP7.5 million.

Published audited accounts for HCL for the financial years ending 31 December 2010 and 31 December 2011 are available in English on HCL's website at www.hclplc.com.

There are no current ratings or outlooks publicly accorded to HCL by ratings agencies.

   9.             Information relating to the Consortium and Angel Acquisitions

ACE Limited

ACE Limited is a privately owned investment company with a head office in London and branches in Paris, Frankfurt and Stockholm with the primary aim of providing debt finance for middle market companies. As at 31 December 2011 ACE Limited had audited net assets of GBP135.3 million which included investment assets, mainly in the form of loans and loan notes, with a fair value of GBP51.0 million.

ACE Limited was incorporated in England and Wales on 25 June 2007 as a limited liability company with registered number 6291467. The registered office of ACE Limited is 6 St Andrew Street, 5th Floor, London EC4A 5AE. The Directors of ACE Limited are Eric Vimont, Michael Arougheti, Robert Kipp deVeer III and Michael Weiner.

ACE Holdco

ACE Holdco is a privately owned investment company established by ACE Limited to hold equity related instruments acquired as part of its debt financing activities. As at 31 December 2011, ACE Holdco had audited net assets of approximately US$7.7 million which included equity related investments with an approximate fair value of US$7.7 million.

ACE Holdco is an exempted company incorporated with limited liability under the laws of the Cayman Islands on 26 February 2009 under registration number MC-223591. The registered office of ACE Holdco is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The directors of ACE Holdco are Eric Vimont and Michael Weiner.

Toscafund

Toscafund is part of the Old Oak Group, a financial services business with offices in London and Dubai, which is engaged in asset management, wealth management and private equity. The business was founded in 2000 by Martin Hughes, the Chief Executive. The holding company for the Old Oak Group is Old Oak Holdings Limited, a company established and owned by Martin Hughes. As at 31 March 2013, the Old Oak Group had combined assets under management of around GBP1 billion.

Toscafund's primary activity is to act as an investment manager/adviser to a number of investment funds and accounts that follow primarily equity investment strategies. It was incorporated in England and Wales on 13 June 2006 and has been authorised by the FCA to conduct investment business since 31 October 2006. Its principal place of business is at 7(th) Floor, 90 Long Acre, London WC2E 9RA.

Tosca Opportunity

Tosca Opportunity is an exempted company incorporated with limited liability under the laws of the Cayman Islands on 13 December 2004 pursuant to the Companies Law (2011 Revision) of the Cayman Islands under registration number 143032. Toscafund acts as investment manager to Tosca Opportunity and the investment objective of Tosca Opportunity is to achieve absolute total returns through capital appreciation. Toscafund seeks to achieve these returns by following a strategy of investing in the equity and other securities of companies with a focus on European companies.

The unaudited net asset value of Tosca Opportunity was approximately US $332 million as at 31 March 2013.

Angel Acquisitions

Angel Acquisitions is a private limited liability company incorporated in England and Wales on 5 February 2013 under the Companies Act with registered number 08389984. It has its registered office at Level 13, Broadgate Tower, 20 Primrose Street, London EC2A 2EW.

The Angel Acquisitions directors are Mark Phillips and Michael Dennis. Angel Acquisitions is currently owned as to 50 per cent. by ACE Holdco and 50 per cent. by Tosca Opportunity, and following the Offer becoming or being declared unconditional in all respects, is expected to be owned as to 43.5 per cent. by ACE Holdco and ACE Limited and 56.5 per cent. by Tosca Opportunity. Paragraph 10 of this announcement contains further information on the Joint Venture Agreement pursuant to which ACE Holdco, ACE Limited and Tosca Opportunity are making their investment in Angel Acquisitions.

Save for activities in connection with the making, implementation and financing of the Offer, Angel Acquisitions has not carried on any business prior to the date of this announcement, nor has it entered into any obligations. Angel Acquisitions has not paid any dividends or prepared any historical financial accounts.

The principal activity of Angel Acquisitions is to act as a holding company for HCL and to provide certain management and strategic services to HCL. Angel Acquisitions' principal investment is the acquisition of HCL Shares pursuant to the Offer or otherwise.

   10.           Arrangements with the Consortium, Angel Acquisitions, Senior Lenders and the Company

Joint Venture Agreement

ACE Holdco, ACE Limited, Tosca Opportunity and Angel Acquisitions Limited have entered into the Joint Venture Agreement which governs the relationship between ACE Holdco, ACE Limited, Tosca Opportunity and Angel Acquisitions in relation to the conduct of the Offer, the terms upon which ACE Holdco and Tosca Opportunity have agreed to invest in Angel Acquisitions and the management of the future affairs of Angel Acquisitions.

The Joint Venture Agreement provides for the following matters, amongst others:

(a) that ACE Holdco and Tosca Opportunity will contribute their existing holdings of HCL Shares to Angel Acquisitions in exchange for the issue to them of fully paid ordinary shares in Angel Acquisitions;

(b) that ACE Holdco and Tosca Opportunity will together lend to Angel Acquisitions sufficient funds to allow it to pay the consideration due to HCL Shareholders under the Offer together with certain related costs;

(c) that, following completion of the Offer, the loans described above will be converted into fully paid ordinary shares in Angel Acquisitions to the extent they have been used to satisfy the consideration due under the Offer and certain related costs;

(d) that ACE Limited and Tosca Opportunity will contribute up to GBP10 million of further funding to Angel Acquisitions to enable Angel Acquisitions to satisfy its obligations under the Restructuring Agreement and the Funding Commitment Letter to subscribe for Offer Notes in the Company;

(e) that in return for the contributions set out above, Tosca Opportunity will receive A ordinary shares and ACE Holdco and ACE Limited will receive B ordinary shares, in each case, in Angel Acquisitions;

(f) that the holder(s) of the majority of the A ordinary shares (being immediately following completion of the Offer and the contribution of the further funding described above, Tosca Opportunity) will be entitled to appoint two directors to the board of Angel Acquisitions and that the holder(s) of the majority of the B ordinary shares (being immediately following completion of the Offer and the contribution of the further funding, ACE Holdco and ACE Limited) will be entitled to appoint two directors to the board of Angel Acquisitions and that any decisions of this board will require the positive vote of at least one A director and one B director;

(g) a list of matters which may not be undertaken by Angel Acquisitions without the prior consent of both the holder(s) of the majority of the A ordinary shares and the holder(s) of the majority of the B ordinary shares, in each case in Angel Acquisitions;

(h) that, except in relation to certain permitted transfers, no shareholder may transfer their ordinary shares at any time prior to the date two years from the date of entry into the Joint Venture Agreement (the "Lock-up Period") without the consent of the holder(s) of the majority of the other class of ordinary shares;

(i) that following the expiry of the Lock-up Period the shareholders may transfer their ordinary shares subject to first offering the holder(s) of the other class of ordinary shares a right of pre-emption and subject further to the remaining shareholders having customary rights to tag along on any such sale;

(j) that following the date three years from the date of entry into the Joint Venture Agreement, if any shareholder(s) of Angel Acquisitions issues a notice (a "Transfer Notice") that they wish to transfer their ordinary shares in Angel Acquisitions to a third party and the ordinary shares the subject of such Transfer Notice represent a majority of either the A ordinary shares or the B ordinary shares in Angel Acquisitions in issue, and the other shareholder(s) in Angel Acquisitions do not exercise their right of pre-emption in respect of such proposed transfer, then the shareholder(s) who issued the Transfer Notice have customary drag rights to require the other shareholder(s) to transfer their ordinary shares in Angel Acquisitions to the relevant third party.

It is not possible to determine at this time how the ownership of Angel Acquisitions will be held as between ACE Holdco, ACE Limited and Tosca Opportunity because the relative shareholdings depend on both the level of acceptance of the Offer and the requirement of the Company for funding under the Funding Commitment Letter. However the Joint Venture Agreement provides for 56.5 per cent. of the funding (and therefore the related shareholdings in Angel Acquisitions) to be provided by Tosca Opportunity and 43.5 per cent. of the funding to be provided by ACE Holdco and ACE Limited (together).

Offer Notes

The funding of up to GBP10 million to be provided by Angel Acquisitions to HCL will be provided by way of subscription for certain loan notes to be created by the Company (the "Offer Notes") under the terms of a loan note instrument to be entered into around the time of the completion of the restructuring set out in the Restructuring Agreement (the "Offer Notes Instrument"). In addition, at or about the same time, Offer Notes to the value of GBP5,106,250 will be issued to Ares Lux in substitution for certain of the Mezzanine Loan Notes with the same principal value as required under the terms of the Restructuring Agreement.

The Offer Notes Instrument provides that the Offer Notes will, amongst others, have the following terms:

   (a)            they will accrue interest at the rate of 8 per cent. per annum;

(b) the Company shall satisfy any accrued interest on the Offer Notes by the issue of further Offer Notes on the same terms as the original Offer Notes;

(c) the Offer Notes shall be redeemed on the occurrence of a change of control or certain types of refinancing, subject to the terms of certain subordination deeds under which the Offer Notes are subordinated to the amounts outstanding under the Senior Facilities Agreement and the Mezzanine Note Instrument (the "Subordination Deeds");

(d) subject to certain requirements for a prior redemption on a change of control or refinancing, the Offer Notes have a maturity date of 30 September 2021;

(e) the redemption amount of any Offer Notes is an amount equal to two times the principal amount of any such Offer Notes together with an amount equal to any accrued but unpaid interest on such Offer Note;

(f) the Company may, with the consent of the holders of two thirds of the outstanding Offer Notes, convert all of the outstanding Offer Notes into preference shares in the Company with a nominal value equal to the redemption amount at that time of such Offer Notes.

Pursuant to the terms of the Offer Note Instrument the Company will make customary representations and there will be customary events of default, on the occurrence of which the holders of Offer Notes may, subject to the terms of the Subordination Deeds, demand repayment of the Offer Notes.

The Offer Notes will be subordinated under their terms to other creditors of the Company on any winding up or on an administration where the administrator proposes to pay a dividend. In addition Angel Acquisitions and Ares Lux have undertaken to the Senior Lenders that they will consent to any capitalisation of the Offer Notes held by them into non-voting preference shares in the Company. Such preference shares will reflect as closely as possible the terms of the Offer Notes save that they will not be redeemable or have any fixed or other right to redemption and in particular will accrue a preference dividend at the rate of 8% per annum which would roll up until a return of capital or other repayment, and would have a right to a return of capital on a winding up equal to their nominal value and any accrued but unpaid dividend.

Unless the Board of the Company has convened a shareholders meeting to vote on the resolutions required to effect the capitalisation set out above by 31 August 2013, Angel Acquisitions has agreed to requisition a shareholders meeting of the Company to be held no later than 30 September 2013 for the purposes of allowing the Angel Shareholders at that time to vote on the shareholders resolutions required to effect this capitalisation. Angel Acquisitions has also agreed to vote in favour of such resolutions.

Senior Facilities Agreement

On 17 December 2010, HCL entered into a facility agreement with, among others, National Australia Bank and Commonwealth Bank of Australia as lenders (as amended, varied or restated from time to time) (the "Senior Facilities Agreement").

Following the completion of the restructuring set out in the Restructuring Agreement, the Senior Facilities Agreement will contain an equity cure right to allow shareholders in the Company to provide funds to cure a banking financial covenant breach no more than twice prior to the maturity date of 30 April 2015. Any such funds may be provided by such shareholders by way of further Offer Notes.

Mezzanine Note Instrument

On 19 August 2011, HCL issued GBP10, 212, 500 loan notes (the "Mezzanine Notes") to Ares Lux (the "Mezzanine Noteholder") under a loan note instrument to discharge claims owed by HCL to Ares Lux under a certain mezzanine facility agreement originally dated 17 December 2010 between, among others, the Company and Ares Lux (the "Mezzanine Note Instrument"). The Mezzanine Notes are subordinated to the amounts outstanding under the Senior Facilities Agreement.

Restructuring Agreement

HCL has entered into a restructuring agreement (the "Restructuring Agreement") dated on the date of this announcement with the other members of the HCL Group, the Senior Lenders (as Senior Lenders and Hedge Counterparties), Ares Lux (as Mezzanine Noteholder), ACE Holdco, ACE Limited and Tosca Opportunity (as Shareholders), and National Australia Bank (as Senior Agent and Security Trustee) (the "Senior Agent").

The Restructuring Agreement contains (i) the terms and conditions on which the parties have agreed to restructure HCL's indebtedness to the Senior Lenders and the Mezzanine Noteholder (the "Finance Parties") and (ii) the terms on which the Shareholders have agreed to make GBP5 million of the GBP10 million new funding available to HCL (the "Restructuring").

The Restructuring Agreement contains, amongst others, the following provisions:

(a) the Restructuring is conditional on a dealing notice being issued for the cancellation of the HCL Shares from AIM (the "Cancellation Date"). The Restructuring becomes effective on the Business Day immediately following the Cancellation Date, whereupon: (i) HCL will issue to Angel Acquisitions, and Angel Acquisitions will subscribe for, GBP5 million Offer Notes; (ii) the Senior Facilities Agreement and the Mezzanine Note Instrument will be amended on the terms agreed between the parties; and (iii) GBP5,106,250 of the GBP10,212,500 Mezzanine Notes that are currently in issue will be substituted for Offer Notes with the same principal value;

(b) the Restructuring Agreement terminates immediately on the earlier of the completion of the Restructuring and 6 June 2013. In addition, Angel Acquisitions, the Senior Agent and the Mezzanine Noteholder have the right to terminate the Restructuring Agreement in certain circumstances, including, for the Senior Agent: (i) the occurrence of any insolvency proceedings in relation to an obligor under the Senior Facilities Agreement (an "Obligor"), and (ii) broadly, material breach of its obligations under the Restructuring Agreement by any Shareholder, Angel Acquisitions or any Obligor. In relation to Angel Acquisitions and the Mezzanine Noteholder, the rights to terminate are more limited and include the occurrence of any insolvency proceedings in relation an Obligor unless caused by Angel Acquisitions or any of its shareholders or affiliates;

(c) the Finance Parties have agreed to amend certain terms of the Senior Facilities Agreement and have given certain customary standstill undertakings to the other parties, including, amongst others, (i) not to enforce certain rights under the Senior Facilities Agreement and the Mezzanine Note Instrument during the period of the Offer; (ii) to waive certain breaches of the Senior Facilities Agreement and the Mezzanine Note Instrument, including, amongst others, the expected breach of the banking financial covenant test for the period ending 31 March 2013 and any breach that may arise as a result of the Offer, and (iii) the rescheduling of certain loan repayments under the Senior Facilities Agreement;

(d) the Shareholders have given certain undertakings to the Senior Lenders in relation to the Offer, including, amongst others:

(i) to declare the Offer unconditional as to acceptances as soon as reasonably practicable after the Acceptance Condition has been satisfied; and

(ii) to declare the Offer unconditional in all respects as soon as reasonably practicable after the Offer has been declared unconditional as to acceptances (unless Angel Acquisitions is entitled to withdraw the Offer under Rule 13 of the Code);

   (e)        HCL has given certain undertakings to the Finance Parties, including, amongst others:

(i) an undertaking to take all steps reasonably required to implement the Restructuring; and

(ii) to apply for the cancellation of the HCL Shares from admission to trading on AIM as soon as reasonably practicable after the Offer has been declared unconditional in all respects;

(f) HCL has also agreed to pay the costs incurred by the Senior Lenders in connection with the Restructuring (notwithstanding whether the Restructuring completes or is terminated prior to completion).

Funding Commitment Letter

HCL has received a funding commitment letter from Angel Acquisitions dated on or just prior to the date of this announcement (the "Funding Commitment Letter"). The Funding Commitment Letter contains the terms on which Angel Acquisitions has agreed to make the remaining GBP5 million of the GBP10 million new funding available to HCL.

The Funding Commitment Letter contains, amongst others, the following provisions:

(a) Angel Acquisitions has undertaken to subscribe for up to GBP5 million nominal of Offer Notes under the terms of the Offer Notes Instrument. Between 1 June 2013 and 30 April 2015, HCL may make subscriptions requests to Angel Acquisitions to subscribe for Offer Notes. The maximum amount of each such request is GBP1,500,000 and requests may not be delivered within 30 days of a previous request;

(b) Angel Acquisitions's obligations are conditional on the De-listing occurring and the Restructuring completing in accordance with the terms of the Restructuring Agreement; and

(c) the Funding Commitment Letter terminates immediately if any insolvency proceedings are commenced against HCL or any of its subsidiaries (other than a dormant or immaterial subsidiary) unless such proceedings are commenced by Angel Acquisitions or any of its shareholders.

   11.           Management, employees and locations

Since the restructuring of the Company that took place in September 2011, the Board of HCL has undertaken a significant amount of organisational restructuring to improve the operational and financial performance of the Company. This process of re-engineering the Company's operations continues and the Board of HCL is of the view that it will need to continue whether or not the Offer is successful. This view is shared by Angel Acquisitions.

The Board of HCL has also come to the conclusion that following the De-listing of the Company, the Company may be able to further reduce its cost base and has decided to undertake a review of how this could be achieved. This process of review will look at all elements of the Company's cost base and is likely to (subject to any applicable consultation process) result in a reduction in headcount, particularly in relation to senior management where certain functions are less relevant as a private entity. However, no decisions have been made by either the Board of HCL or Angel Acquisitions in relation to any such restructuring.

Angel Acquisitions has confirmed to the Board of HCL that, subject to the need for a restructuring as described above, it believes the skills and experience of the existing management and employees of HCL are an important part of the Company's business. Angel Acquisitions confirms that it has given assurances to the Directors of HCL that, upon and following completion of the Offer, it intends to safeguard fully the existing employment rights of all HCL Group management and employees in accordance with applicable law and to comply with HCL's pension obligations for existing employees.

Angel Acquisitions is intending to put in place new incentivisation arrangements for the directors of HCL who are not resigning on successful completion of the Offer and/or other management following completion of the Offer to replace those which have been in place while HCL is a listed entity. To date no detailed discussions have taken place between Angel Acquisitions and HCL in relation to any such incentivisation arrangements and Angel Acquisitions does not intend to commence discussions with the relevant managers in relation to this until after the Offer is successfully completed.

Each of the Non-Executive Directors other than Peter Sullivan has agreed to give notice of their termination of appointment as a director on the Offer becoming or being declared unconditional as to acceptances (such notice to be conditional on De-listing). It is envisaged that Peter Sullivan will remain as Chairman of the Company following completion of the Offer but no discussions have taken place with him in relation to any changes to his existing terms of engagement.

Angel Acquisitions' current plans for HCL do not involve any plans to change the principal locations of HCL's business.

   12.           Shares to which the Offer relates and Share Schemes

The Offer extends to any HCL Shares not already owned or agreed to be acquired by Angel Acquisitions and which are unconditionally allotted or issued and fully paid (or credited as fully paid) on or before the date on which the Offer closes to acceptances (or such earlier date as Angel Acquisitions may, subject to the Code, decide) including any such shares allotted or issued pursuant to the exercise of existing options granted under the HCL Share Schemes following the Offer becoming or being declared unconditional in all respects. However, all outstanding options have an exercise price in excess of the Offer Price and consequently Angel Acquisitions does not propose to make any separate proposals to the holders of options under the HCL Share Schemes.

   13.           Financing of the Offer

The cash consideration payable to HCL Shareholders pursuant to the Offer will be provided by Angel Acquisitions from loans, which will subsequently be converted into equity subscriptions in cash, from Tosca Opportunity and ACE Holdco to Angel Acquisitions.

Canaccord Genuity is satisfied that sufficient resources are available to Angel Acquisitions to satisfy in full the cash consideration payable to HCL Shareholders as a result of full acceptance of the Offer.

Further information on the financing of the Offer will be set out in the Offer Document.

   14.           Offer-related Arrangements

Angel Acquisitions has entered into the Restructuring Agreement, to which the Company is also a party. Further details of this agreement are set out in paragraph 10 of this announcement.

   15.           Opening Position Disclosure

The Consortium made a public Opening Position Disclosure on 20 February 2013 setting out details required to be disclosed by it under Rule 8.1(a) of the Code.

The Consortium's Opening Position Disclosure also included all relevant details in respect of all persons acting in concert with any member of the Consortium.

   16.           Further terms and conditions of the Offer

The Offer will be subject to the Conditions and principal further terms set out in this announcement and to the full terms and conditions set out in the Offer Document and the Form of Acceptance. Appendix 2 contains bases and sources of certain information contained in this announcement. Appendix 3 contains details of irrevocable undertakings received by Angel Acquisitions. Appendix 4 contains the definitions of certain terms used in this announcement.

Pursuant to the Joint Venture Agreement, subject to the requirements of the City Code, neither ACE Holdco and ACE Limited (as the holders of the B ordinary shares) nor Tosca Opportunity (as the holder of the A ordinary shares) can waive or enforce any Condition without the consent of the other, except in relation to extending the closing date of the Offer. In addition, pursuant to the Restructuring Agreement, Angel Acquisitions may not waive any term of the Offer (including any condition) in a manner which could reasonably be expected to prejudice the interests of the Senior Lenders, without the prior consent of the Senior Lenders.

The Offer will be governed by English law. The Offer will be subject to the applicable requirements of the City Code, the Panel and AIM Regulation.

   17.           De-listing and re-registration

If, pursuant to the Offer becoming or being declared wholly unconditional, Angel Acquisitions receives valid acceptances in respect of HCL Shares which, together with the HCL Shares acquired or agreed to be acquired before or during the Offer, represent not less than 75 per cent. of the voting rights attaching to the HCL Shares, Angel Acquisitions intends to procure that the Company will make an application for the cancellation of the admission to trading on AIM of the HCL Shares.

It is expected that cancellation will take effect no earlier than 20 Business Days after the date on which Angel Acquisitions has, by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire 75 per cent. of the voting rights attaching to the HCL Shares. Angel Acquisitions will notify HCL Shareholders when the necessary 75 per cent. threshold has been reached and confirm that the notice period has commenced and the anticipated date of cancellation.

De-listing is likely to significantly reduce the liquidity and marketability of any HCL Shares in respect of which the Offer has not been accepted.

If the Offer becomes or is declared unconditional in all respects and Angel Acquisitions receives acceptances of the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the HCL Shares to which the Offer relates and 90 per cent. or more of the voting rights attaching to such shares, Angel Acquisitions intends to exercise its rights pursuant to section 974 to 991 of the Companies Act to acquire compulsorily, on the same terms of the Offer, the remaining HCL Shares in respect of which the Offer has not been accepted.

It is also intended that, after the Offer becomes or is declared unconditional in all respects, Angel Acquisitions will seek to re-register HCL as a private limited company.

   18.           Overseas Shareholders

The availability of the Offer to HCL Shareholders who are not resident in the UK may be affected by the laws and/or regulations of their relevant jurisdiction. Therefore any persons who are subject to the laws and/or regulations of any jurisdiction other than the UK should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. If you are in any doubt you should consult your professional adviser in the relevant jurisdiction without delay.

   19.           Documents on display

Copies of the following documents will, by no later than 12 noon on the Business Day following this announcement, be published on www.hclplc.com and www.toscafund.com until the end of the Offer:

   (a)           the irrevocable commitments listed in Appendix 3; 
   (b)           the Restructuring Agreement; 
   (c)           the Funding Commitment Letter; 
   (d)           the Offer Notes Instrument; and 
   (e)           the Joint Venture Agreement. 
   20.           Expected timetable

It is intended that the Offer Document and Form of Acceptance containing further details of the Offer will be despatched to HCL Shareholders (other than to persons in a Restricted Jurisdiction) as soon as practicable and, in any event, not later than 28 days after the date of this announcement (unless agreed otherwise with the Panel).

   21.           General

The Offer is to be effected by means of a takeover offer within the meaning of Part 28 of the Companies Act.

Your attention is drawn to the further information contained in the Appendices, which form part of, and should be read in conjunction with, this announcement. Please be aware that address, electronic addresses and certain other information provided by HCL Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from HCL may be provided to Angel Acquisitions and/or the Consortium during the course of the Offer Period as required under Section 4 of Appendix 4 of the Code.

Enquiries:

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

   Andrew Speirs                                                      Tel: +44 (0) 20 7665 4500

David Tyrrell

   Healthcare Locums plc                                         Tel: +44 (0) 20 7451 1451

Stephen Burke, Chief Executive Officer

Investec (financial adviser and corporate broker to HCL)

   Gary Clarence                                                       Tel: +44 (0) 20 7597 4000

Patrick Robb

Daniel Adams

Pelham Bell Pottinger (public relations adviser to HCL)

   David Rydell                                                         Tel: +44 (0) 20 7861 3232

Emma Kent

IMPORTANT NOTES

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

Cautionary note regarding forward-looking statements

Dealing and Opening Position Disclosure Requirements

Purchases Outside the Offer

Publication on websites

A copy of this announcement and other documents in connection with the Offer will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be available free of charge for inspection on HCL's website at www.hclplc.com and Toscafund's website at www.toscafund.com. The contents of these websites referred to in this announcement are not incorporated into, and do not form part of, these announcements.

APPENDIX 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE Offer

   Part A    Conditions of the Offer 
   1.             Acceptance  and Competition Reference Condition

The Offer will be conditional upon:

(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Angel Acquisitions may, subject to the rules of the Code or with the consent of the Panel decide) in respect of such number of HCL Shares which, together with any HCL Shares acquired or agreed to be acquired by Angel Acquisitions or parties acting in concert with Angel Acquisitions before or during the Offer Period, will result in Angel Acquisitions and any person acting in concert with it holding not less than 75 per cent. (or such lower percentage as Angel Acquisitions may decide provided it is not lower than 50 per cent.) (1) in nominal value of the HCL Shares and (2) of the voting rights attached to those shares. For the purposes of this condition, shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on issue; and

(b) the OFT not having indicated to Angel Acquisitions that it has decided to refer the Offer or any part of it to the Competition Commission and/or if the European Commission not having indicated to Angel Acquisitions that it has decided to initiate proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 or to make a referral to a competent authority of the United Kingdom under Article 9(1) of that Regulation.

   2.             The Offer will be subject to the following conditions (as amended if appropriate):

In addition, subject as stated in Part B below and to the requirements of the Panel, the Offer will be conditional upon the Acceptance Condition and the following Conditions being satisfied or, where relevant, waived:

Notifications, waiting periods and authorisations

(a) all material notifications, filings or applications which are necessary or reasonably considered appropriate in connection with the Offer having been made and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and all material authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions and approvals ("Authorisations") deemed necessary or reasonably appropriate by Angel Acquisitions in any jurisdiction for or in respect of the Offer and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, HCL having been obtained in terms and in a form reasonably satisfactory to Angel Acquisitions from any appropriate central bank, government or governmental, quasi-governmental,

supranational, statutory, regulatory, environmental or investigative body or authority, court, trade agency, professional association, institution, employee representative body or any other body or person whatsoever in any jurisdiction (a "Third Party") or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the HCL Group has entered into contractual arrangements and all such Authorisations necessary or reasonably appropriate to carry on the business of any member of the HCL Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise wholly unconditional and there being no notice or written intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

(b) other than in relation to the matters referred to in Condition 2(a), no antitrust regulator or Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, inquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in any case which is material in the context of the Offer):

(i) require, prevent or materially delay or affect the divestiture or materially prejudice the terms envisaged for such divestiture by any member of the HCL Group or Angel Acquisitions of all or any material part of their respective businesses, assets or property or of any HCL Shares or other securities in HCL or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the HCL Group taken as a whole;

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, require Angel Acquisitions to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the HCL Group or any asset owned by any Third Party (other than in the implementation of the Offer);

(iii) impose any limitation on, or result in a material delay in, the ability of Angel Acquisitions directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in HCL or on the ability of any member of the HCL Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the HCL Group to an extent which is material in the context of the HCL Group taken as a whole;

(iv) otherwise adversely affect any or all of the business, assets, financial or trading position, profits or prospects of any member of the HCL Group or Angel Acquisitions to an extent which is material in the context of the HCL Group taken as a whole or Angel Acquisitions (as the case may be);

(v) result in any member of the HCL Group or Angel Acquisitions ceasing to be able to carry on business to the extent conducted at the date of this announcement under any name under which it presently carries on business to an extent which is material in the context of the HCL Group taken as a whole or Angel Acquisitions (as the case may be);

(vi) make the Offer or its implementation, or the acquisition or proposed acquisition of any shares or other securities in or control of HCL by Angel Acquisitions, void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain, or delay the same or otherwise interfere with the Offer or its implementation, or impose material additional conditions or obligations with respect to, or otherwise materially impede, interfere or require amendment of the Offer or the acquisition or proposed acquisition of any shares or other securities in or control of HCL by Angel Acquisitions to an extent which is material in the context of the Offer;

(vii) require, prevent or materially delay a divestiture by Angel Acquisitions of any shares or other securities (or the equivalent) in any member of the HCL Group to an extent which is material in the context of the HCL Group taken as a whole or Angel Acquisitions (as the case may be); or

(viii) impose any limitation on the ability of Angel Acquisitions to conduct or integrate all or any part of its business with all or any part of the business of Angel Acquisitions and/or the HCL Group to an extent which is material in the context of the HCL Group taken as a whole or Angel Acquisitions (as the case may be),

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(c) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the HCL Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, or any event or circumstance which, as a consequence of the Offer or because of a change in the control of HCL or any other member of the HCL Group, would or might reasonably be expected to result in (in any case to an extent which is or would be material in the context of the HCL Group taken as a whole):

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the HCL Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(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 member of the HCL Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the HCL Group therein being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv) any liability of any member of the HCL Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

(v) the rights, liabilities, obligations, interests or business of any member of the HCL Group under any such arrangement, agreement, lease, licence, franchise, permit or other instrument, or the interests or business of any member of the HCL Group in or with any other person, body, firm or company (or any agreement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) any member of the HCL Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) the value of, or the financial or trading position or prospects of, any member of the HCL Group being prejudiced or adversely affected; or

(viii) the creation or acceleration of any liability (actual or contingent) by any member of the HCL Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the HCL Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would be expected to result in any of the events or circumstances as are referred to in Conditions (f)(i) to (viii) (in each case to an extent which is material in the context of the HCL Group taken as a whole);

Certain events occurring since 1 July 2012

   (d)           except as Disclosed, no member of the HCL Group having since 1 July 2012:

(i) issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue of, additional shares of any class or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of HCL Shares out of treasury (except, where relevant, as between HCL and wholly owned subsidiaries of HCL or between the wholly owned subsidiaries of HCL);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) or dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of HCL to HCL or any of its wholly owned subsidiaries;

(iii) other than pursuant to the Offer (and except for transactions between HCL and its wholly owned subsidiaries or between the wholly owned subsidiaries of HCL and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment, acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the HCL Group taken as a whole;

(iv) (except for transactions between HCL and its wholly owned subsidiaries or between the wholly owned subsidiaries of HCL) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so which in any case is material in the context of the HCL Group taken as a whole;

(v) (except for transactions between HCL and its wholly owned subsidiaries or between the wholly owned subsidiaries of HCL) issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or, except in the ordinary course of business, become subject to any contingent liability or incurred or increased any indebtedness which in any case is material in the context of the HCL Group taken as a whole;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which involves an obligation of a nature or magnitude which is likely to be restrictive on the business of any member of the HCL Group and which in any case is material in the context of the HCL Group taken as a whole;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the HCL Group save as agreed by Angel Acquisitions;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the HCL Group save as agreed by Angel Acquisitions or which is required pursuant to the implementation of the Offer;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital, save as agreed by Angel Acquisitions or which is required pursuant to the implementation of the Offer;

(x) waived, compromised or settled any claim (other than in the ordinary course of business or between HCL and its wholly owned subsidiaries or between the wholly owned subsidiaries of HCL) which is material in the context of the HCL Group taken as a whole;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the HCL Group and any other person in a manner which would have a material adverse effect on the financial position of the HCL Group taken as a whole;

(xii) other than pursuant to the Offer and as envisaged in accordance with the terms of the Offer, made any alteration to its memorandum or articles of association or other incorporation documents in each case which is material in the context of the Offer;

(xiii) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or any material change to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, in each case which is material in the context of the HCL Group taken as a whole;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, 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, in each case which is material in the context of the HCL Group taken as a whole;

(xv) (other than in respect of a member of the HCL Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case which is material in the context of the HCL Group taken as a whole;

(xvi) (except for transactions between HCL and its wholly owned subsidiaries or between the wholly owned subsidiaries of HCL) made, authorised, proposed or announced an intention to propose any change in its loan capital, in each case which is material in the context of the HCL Group taken as a whole;

(xvii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, in each case which is material in the context of the HCL Group taken as a whole;

(xviii) entered into any licence or other disposal of intellectual property rights of any member of the HCL Group which are material in the context of the HCL Group and outside the normal course of business; or

(xix) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (g);

No adverse change, litigation, regulatory enquiry or similar

   (e)           except as Disclosed, since 1 July 2012 there having been:

(i) no adverse change and no circumstance having arisen which would or might be reasonably expected to result in any adverse change in, the business, assets, financial or trading position or profits or prospects or operational performance of any member of the HCL Group which in any case is material in the context of the HCL Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings (including, without limitation, with regard to intellectual property rights owned or used by the HCL Group) having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, any member of the HCL Group or to which any member of the HCL Group is or could reasonably be expected to become a party (whether as claimant, defendant or otherwise), in each case which might reasonably be expected to have a material adverse effect on the HCL Group taken as a whole or in the context of the Offer;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the HCL Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the HCL Group, in each case which might reasonably be expected to have a material adverse effect on the HCL Group taken as a whole or in the context of the Offer;

(iv) no contingent or other liability having arisen or become apparent to Angel Acquisitions or increased other than in the ordinary course of business which would or might reasonably be expected to adversely affect the business, assets, financial or trading position or profits or prospects of any member of the HCL Group to an extent which is material in the context of the HCL Group taken as a whole or in the context of the Offer; and

(v) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the HCL Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the HCL Group taken as a whole or in the context of the Offer;

No discovery of certain matters regarding information, liabilities and environmental issues

   (f)            except as Disclosed, Angel Acquisitions not having discovered:

(i) that any financial, business or other information concerning the HCL Group publicly announced prior to the date of this announcement or disclosed at any time to Angel Acquisitions or to any of their advisers by or on behalf of any member of the HCL Group prior to the date of this announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, to an extent which in any such case is material in the context of the HCL Group taken as a whole;

(ii) that any member of the HCL Group or any partnership, company or other entity in which any member of the HCL Group has a significant economic interest and which is not a subsidiary undertaking of HCL is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the HCL Group taken as a whole or in the context of the Offer;

(iii) that any past or present member of the HCL Group has not complied in any material respect with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the HCL Group which in any case is material in the context of the HCL Group taken as a whole;

(iv) that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the HCL Group which in any case is material in the context of the HCL Group taken as a whole;

(v) that there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the HCL Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto which in any case is material in the context of the HCL Group taken as a whole;

(vi) that circumstances exist (whether as a result of the making of the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the HCL Group would be likely to be required to institute) an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the HCL Group (or on its behalf) or by any person for which a member of the HCL Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which in any case is material in the context of the HCL Group taken as a whole; or

(vii) that circumstances exist whereby a person or class of persons have or is reasonably likely to have any legitimate claim or claims in respect of any product or process, or materials used therein, now or previously manufactured, sold, supplied or carried out by any past or present member of the HCL Group which in each case is material in the context of the HCL Group taken as a whole.

   Part B.    Certain further terms of this Offer

Subject to the requirements of the Panel, Angel Acquisitions reserves the right to waive, in whole or in part, all or any of the above Conditions 2 (a) to (f) (inclusive).

Angel Acquisitions shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2 (a) to (f) (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Offer 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 Angel Acquisitions is required by the Panel to make an offer for HCL Shares under the provisions of Rule 9 of the Code, Angel Acquisitions may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.

The Offer will lapse and will not proceed if the OFT refers the Offer or any part of it to the Competition Commission and/or if the European Commission either indicates to Angel Acquisitions that it has decided to initiate proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 or to make a referral to a competent authority of the United Kingdom under Article 9(1) of that Regulation in each case before 1pm on the first closing date of the Offer or on the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later. If the Offer lapses, the Offer will cease to be capable of further acceptances and accepting HCL Shareholders and Angel Acquisitions shall cease to be bound by acceptances submitted at or before the time when the Offer lapses.

The availability of the Offer 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.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

HCL Shares which will be acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

Under Rule 13.5 of the Code, Angel Acquisitions may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Angel Acquisitions in the context of the Offer. The conditions contained in paragraph 1 of Part A and the fourth paragraph of this Part B are not subject to this provision of the Code.

The Offer will be governed by the law of England and Wales and will be subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix 1 and to be set out in the Offer Document. The Offer will be subject to applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and AIM Regulation.

APPENDIX 2

BASES AND SOURCES

In this announcement:

   1.             Unless otherwise stated:

-- financial information relating to ACE Limited has been extracted or derived (without any adjustment) from the audited annual report and accounts for ACE Limited for the year ended 31 December 2011;

-- financial information relating to ACE Holdco has been extracted or derived (without any adjustment) from the unaudited annual report and accounts for ACE Holdco for the year ended 31 December 2011;

-- financial information relating to Tosca Opportunity has been extracted or derived (without any adjustment) from the unaudited management accounts for Tosca Opportunity as at 31 March 2013; and

-- financial information relating to the HCL Group has been extracted or derived (without any adjustment) from the audited annual report and accounts for HCL for the year ended 31 December 2011 and the unaudited interim results for the 26 week period ending 1 July 2012.

2. The value of the Offer is calculated on the basis of the fully diluted number of HCL Shares in issue referred to in paragraph 4 below.

3. References to the existing issued share capital of HCL is to the number of HCL Shares in issue as at the close of business on 10 April 2013, being the last Business Day prior to the date of this announcement, which was 847,799,742 HCL Shares. The International Securities Identification Number for HCL Shares is GB00B0MD8242.

4. The fully diluted share capital of HCL (being 847,799,742 HCL Shares) is calculated on the basis of the number of issued HCL Shares referred to in paragraph 3 above and does not include any further HCL Shares which may be issued on or after the date of this announcement on the exercise of options or vesting of awards under the HCL Share Schemes on the basis that the exercise price of each of these options is in excess of the Offer Price.

5. Unless otherwise stated, all prices and closing prices for HCL Shares are closing middle market quotations derived from the AIM Appendix to the Official List.

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

 
 Name of HCL Shareholder    Number of HCL Shares   Percentage of existing 
                                                    issued share capital 
                                                    of HCL 
 Tosca MidCap               24,561,899             2.90 per cent. 
                           ---------------------  ----------------------- 
 Jupiter Asset Management   42,762,620             5.04 per cent. 
  Limited 
                           ---------------------  ----------------------- 
 Peter Sullivan             200,000                0.02 per cent. 
                           ---------------------  ----------------------- 
 Stephen Burke              1,824,087              0.22 per cent. 
                           ---------------------  ----------------------- 
 Andrew McRae               900,000                0.11 per cent. 
                           ---------------------  ----------------------- 
 David Henderson            200,000                0.02 per cent. 
                           ---------------------  ----------------------- 
 Mark Andrews               618,055                0.07 per cent. 
                           ---------------------  -----------------------

APPENDIX 4

DEFINITIONS

 
 "Acceptance Condition"          means the condition set out at paragraph 
                                  1(a) of Part A of Appendix 1 to 
                                  this announcement 
 "ACE Holdco"                    ACE Equity Holdco Cayman Ltd 
 "ACE Limited"                   Ares Capital Europe Limited 
 "AIM"                           the AIM market of the London Stock 
                                  Exchange 
 "Angel Acquisitions"            Angel Acquisitions Limited, a limited 
                                  liability company registered in 
                                  England and Wales with registered 
                                  number 08389984 
 "Ares"                          ACE Holdco together with ACE Limited 
                                  and Ares Lux 
 "Ares Lux"                      Ares Capital Europe (Luxembourg) 
                                  S.a r.l. 
 "Board"                         the board of directors 
 "Business Day"                  a day, (other than a Saturday, Sunday, 
                                  public or bank holiday) on which 
                                  banks are generally open for business 
                                  in London (other than solely for 
                                  trading and settlement in EURO) 
 "Canaccord Genuity"             Canaccord Genuity Limited 
 "City Code"                     the City Code on Takeovers and Mergers 
 "Companies Act"                 Companies Act 2006, as amended from 
                                  time to time 
 "Conditions"                    the conditions of the Offer set 
                                  out in Part A of Appendix 1 to this 
                                  announcement 
 "Consortium"                    (i) ACE Limited and (ii) Toscafund 
                                  and certain of their respective 
                                  concert parties 
 "De-listing"                    The cancellation of the admission 
                                  to trading of the HCL Shares on 
                                  AIM 
 "Disclosed"                     i) disclosed in the annual report 
                                  and accounts for HCL for the period 
                                  ended 31 December 2011, (ii) Publicly 
                                  Announced, (iii) disclosed in this 
                                  announcement, or (iv) fairly disclosed 
                                  to Angel Acquisitions by or on behalf 
                                  of HCL prior to the date of this 
                                  announcement 
 "FCA"                           the UK Financial Conduct Authority 
 "Form of Acceptance"            the form of acceptance and authority 
                                  relating to the Offer, which will 
                                  accompany the Offer Document 
 "HCL" or the "Company"          Healthcare Locums plc, a public 
                                  limited company incorporated in 
                                  England and Wales with registered 
                                  number 04736913 
 "HCL Group"                     HCL and its subsidiary and associated 
                                  undertakings as defined in the Companies 
                                  Act 
 "HCL Share Schemes"             the Healthcare Locums plc Enterprise 
                                  Management Incentive Share Option 
                                  Scheme adopted on 8 April 2005, 
                                  the Healthcare Locums plc HM Revenue 
                                  & Customs Approved Share Option 
                                  Plan established on 28 March 2008 
                                  and the Healthcare Locums plc 2012 
                                  Company Share Option Plan adopted 
                                  on 22nd June 2012 and further amended 
                                  on 17th September 2012 
 "HCL Shareholders"              the holders of HCL Shares 
 "HCL Shares"                    the ordinary shares of 10 pence 
                                  each in the capital of HCL, and 
                                  "HCL Share" shall be construed accordingly 
 "Investec"                      Investec Bank plc 
 "Joint Venture Agreement"       the agreement entered into between 
                                  ACE Holdco, ACE Limited, Tosca Opportunity 
                                  and Angel Acquisitions on or before 
                                  the date of this announcement governing, 
                                  amongst other things, the contribution 
                                  of HCL Shares to Angel Acquisitions 
                                  in exchange for shares in Angel 
                                  Acquisitions, the management of 
                                  Angel Acquisitions, the parties' 
                                  relationship with each other and 
                                  certain aspects of the affairs of, 
                                  and their dealings with, Angel Acquisitions 
 "London Stock Exchange"         London Stock Exchange plc 
 "Non-Executive Directors"       each of Peter Sullivan, David Henderson 
                                  and Mark Andrews as directors of 
                                  HCL 
 "Offer"                         the recommended cash offer to be 
                                  made by Angel Acquisitions at the 
                                  Offer Price in accordance with Part 
                                  28 of the Companies Act to acquire 
                                  the entire issued and to be issued 
                                  ordinary share capital of HCL not 
                                  already owned or agreed to be acquired 
                                  by Angel Acquisitions on the terms 
                                  and subject to the conditions set 
                                  out in the Offer Document and, in 
                                  the case of the HCL Shares held 
                                  in certificated form, the Form of 
                                  Acceptance and, where the context 
                                  admits, any subsequent revision, 
                                  variation, extension or renewal 
                                  of such offer 
 "Offer Document"                the document to be sent to HCL Shareholders 
                                  which will contain, amongst other 
                                  things, the terms and conditions 
                                  of the Offer 
 "Offer Period"                  the period commencing on 6 February 
                                  2013 and ending on the earlier of 
                                  the date on which the Offer becomes 
                                  or is declared unconditional as 
                                  to acceptances and/or the date on 
                                  which the Offer lapses or is withdrawn 
                                  (or such other date as the Panel 
                                  may decide) 
 "Offer Price"                   0.75 pence per HCL Share 
 "Official List"                 the daily official list maintained 
                                  by the UK Listing Authority 
 "ordinary shares"               the A ordinary shares and the B 
                                  ordinary shares of GBP0.01 in the 
                                  capital of Angel Acquisitions 
 "Opening Position Disclosure"   an announcement containing details 
                                  of interests or short positions 
                                  in, or rights to subscribe for, 
                                  any relevant securities of a party 
                                  to the offer if the person concerned 
                                  has such a position 
 "Panel"                         the Panel on Takeovers and Mergers 
 "Publically Disclosed"          specifically disclosed in any public 
                                  announcement by HCL to any Regulatory 
                                  Information Service 
 "Regulatory Information         any of the services authorised from 
  Service"                        time to time by the FCA for the 
                                  purposes of disseminating regulatory 
                                  announcements 
 "Restructuring Agreement"       the agreement entered into between 
                                  the Company, Angel Acquisitions, 
                                  the Senior Lenders, Ares Lux, ACE 
                                  Holdco, ACE Limited and Tosca Opportunity 
                                  on or immediately prior to the date 
                                  of this announcement in relation 
                                  to the amendment and restructuring 
                                  of the Senior Facilities Agreement 
                                  and the investment of certain new 
                                  funding into the Company 
 "Restricted Jurisdiction"       any jurisdiction where local laws 
                                  or regulations may result in a significant 
                                  risk of civil, regulatory or criminal 
                                  exposure if information concerning 
                                  the Offer is sent or made available 
                                  to HCL Shareholders in that jurisdiction 
 "Senior Facilities Agreement"   the senior facilities agreement 
                                  originally dated 17 December 2010 
                                  between, among others, HCL and the 
                                  Senior Lenders (as amended, varied 
                                  and restated from time to time) 
 "Senior Lenders"                together National Australia Bank 
                                  Limited and Commonwealth Bank of 
                                  Australia as lenders under the Senior 
                                  Facilities Agreement 
 "Toscafund"                     Toscafund Asset Management LLP, 
                                  a limited liability partnership 
                                  registered in England and Wales 
                                  with number OC320318, in its capacity 
                                  as the investment manager of Tosca 
                                  Opportunity and Tosca Mid Cap 
 "Tosca Opportunity"             Tosca Opportunity, an exempted Cayman 
                                  Islands company, incorporated in 
                                  the Cayman Islands under Companies 
                                  Law (2011 Revision) of the Cayman 
                                  Islands on 13 December 2004 under 
                                  registration number 143032 
 "UK" or "United Kingdom"        the United Kingdom of Great Britain 
                                  and Northern Ireland 
 "UK Listing Authority"          the FCA as the competent authority 
                                  for listing in the United Kingdom 
 "US" or "United States"         the United States of America, its 
                                  territories and possessions, any 
                                  state of the United States of America 
                                  and the District of Columbia

This information is provided by RNS

The company news service from the London Stock Exchange

END

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