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RNS Number : 8798C
Angel Acquisitions Limited
22 April 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE
UNLAWFUL
22 April 2013
RECOMMENDED OFFER
By
ANGEL ACQUISITIONS LTD
For
HEALTHCARE LOCUMS PLC
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Introduction
On 11 April 2013, the Board of Directors of Angel Acquisitions
Limited ("Angel Acquisitions") and the Board of Directors of
Healthcare Locums plc ("HCL") announced the terms of a recommended
offer to be made by Angel Acquisitions to acquire the entire issued
ordinary share capital of HCL (the "Offer"). The full terms and
conditions of the Offer and the procedures for acceptance were set
out in the offer document issued by Angel Acquisitions on 17 April
2013 (the "Offer Document").
Capitalised terms used in this announcement have the same
meanings given to them in the Offer Document unless stated
otherwise. All references to time in this announcement are to
London time.
HCL Shares Acquired
The Angel Acquisitions Board announces that as at 7 am on 22
April 2013, Angel Acquisitions has acquired 589,969,453 shares from
ACE Holdco and Tosca Opportunity, representing approximately 69.6%
of the entire issued share capital of HCL (the "Acquired Shares").
The Offer did not relate to the Acquired Shares, which were
acquired pursuant to the terms of a Joint Venture Agreement between
Angel Acquisitions, Tosca Opportunity, ACE Holdco and Ares Europe,
and not pursuant to the Offer.
Offer Declared Wholly Unconditional
Angel Acquisitions refers to paragraph 1(a) of Part A of
Appendix I to the Offer Document and hereby announces that it is
electing to waive the condition set out in that paragraph as to
acceptances of the Offer, together with all other conditions of the
Offer which have not yet been satisfied or waived.
Accordingly, Angel Acquisitions today announces that all of the
conditions to the recommended Offer for HCL have been satisfied or
waived and that the Offer is declared wholly unconditional.
Settlement
The consideration to which any HCL Shareholder accepting the
Offer is entitled under the Offer will be settled (i) in the case
of valid acceptances received on or before the date of this
announcement, on or before 6 May 2013; and (ii) in the case of
valid acceptances received after the date of this announcement, but
while the Offer remains open for acceptance, within 14 days of such
receipt, in each case in the manner described in the Offer
Document.
Enquiries:
Canaccord Genuity (financial adviser to Angel Acquisitions and
the Consortium)
Andrew Speirs Tel: +44 (0) 20 7665 4500
David Tyrrell
Canaccord Genuity, which is authorised and regulated in the UK
by the Financial Conduct Authority, 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 or for providing advice in
relation to the Offer or any other matters referred to in this
announcement.
This announcement is not intended to and does not constitute an
offer to sell, or form part of, or constitute the solicitation of
an offer to purchase or subscribe for or an invitation to purchase,
any securities.
The directors of Angel Acquisitions accept responsibility for
the information contained in this announcement. To the best of the
knowledge and belief of the directors of Angel Acquisitions (who
have taken all reasonable care to ensure that such is the case),
the information contained in this document is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1 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 p.m. (London time) on the 10th business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the City 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(s), 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 p.m. (London time) on the business day following the date
of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the Offer Period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Overseas Jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws and/or regulations of those jurisdictions. In addition,
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. Persons into whose possession this announcement
comes 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
securities laws and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any other 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
any of them 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.
This announcement has been prepared for the purposes 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 and regulations of any jurisdiction outside of
England.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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