TIDMQPP TIDMMDG
RNS Number : 5144R
Quindell Portfolio PLC
04 November 2011
4 November 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE,
EVEN IF THE PRE-CONDITIONS ARE SATISFIED OR WAIVED
Quindell Portfolio Plc
("Quindell" or the "Group")
Possible Offer for Mobile Doctors Group Plc
Following press speculation this morning, the Board of Quindell
confirms that it has sent a letter to the Board of Mobile Doctors
Group plc ("Mobile Doctors") outlining its interest in exploring a
non-binding indicative offer for the acquisition of the entire
issued share capital of Mobile Doctors not already owned by it by
way of an all share offer at a ratio of 5.833 shares in Quindell
for each Mobile Doctors share.
The Board of Quindell has previously announced that it has
purchased, in three separate transactions, an aggregate 3,523,868
Mobile Doctors shares, representing approximately 21.1% of Mobile
Doctors' issued share capital, in exchange for an aggregate
20,555,987 shares in Quindell. Each transaction was at a ratio of
5.833 shares in Quindell for each share in Mobile Doctors and the
vendors agreed to be locked in for a period of 12 months from the
date of the transaction. Quindell has no other interests in Mobile
Doctors shares.
The Board of Quindell notes the statement made by Mobile Doctors
on 2 November, as reproduced below:
"Following the acquisition by Quindell Portfolio Plc of
approximately 21.1% of Mobile Doctors, we feel that this will
enhance our position within the area of medico-legal reporting and
leverage our brand beyond its current product lines. Management
believe that Quindell can be instrumental in helping us make this
possible, ultimately benefiting all of our shareholders."
The Board of Quindell shares this view and believes that being
part of the Quindell group of companies will provide Mobile Doctors
with the platform to extend its brand further.
Mobile Doctors has a GBP1.1m loan outstanding with Lloyds TSB
Development Capital Limited ("LDC"). A pre-condition for making an
offer is that terms are agreed with LDC for Quindell to acquire the
loan for equity. Quindell reserves the right to waive this
pre-condition if an alternative arrangement can be reached,
satisfactory to the relevant parties.
Quindell has received letters from the parties set out in the
table below representing approximately 73%, in aggregate, of the
issued share capital of Mobile Doctors, confirming their intention
to accept an offer, if one is made, on the terms set out above.
Name Number of ordinary Proportion of
shares Mobile Doctors'
issued share capital
(per cent.)
-------------------------------- ------------------- ----------------------
Lloyds TSB Development Capital
Limited 4,995,005 29.9
-------------------------------- ------------------- ----------------------
Matthew Game 2,857,032 17.1
-------------------------------- ------------------- ----------------------
Howard Cammell 1,090,909 6.5
-------------------------------- ------------------- ----------------------
Kevin Nessling 1,090,909 6.5
-------------------------------- ------------------- ----------------------
PW Crowther 889,735 5.3
-------------------------------- ------------------- ----------------------
S Hawes 889,735 5.3
-------------------------------- ------------------- ----------------------
PH Collin 374,625 2.2
-------------------------------- ------------------- ----------------------
TOTAL 12,187,950 72.9
-------------------------------- ------------------- ----------------------
In accordance with Rule 2.6(a) of the Code, Quindell is now
required, by not later than 5.00 p.m. on Friday 2 December 2011, to
either announce a firm intention to make an offer for the Company
in accordance with Rule 2.7 of the Code or announce that it does
not intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This
deadline can be extended with the consent of the Panel in
accordance with Rule 2.6(c) of the Code.
This is an announcement falling under Rule 2.4 of the Code and
does not constitute an announcement of a firm intention to make an
offer under Rule 2.7 of the Code.
Quindell would like to emphasise that there can be no certainty
that an offer for Mobile Doctors will be forthcoming, even if its
pre-conditions are satisfied or waived. A further announcement will
be made in due course.
Quindell reserves the right to structure any proposal ultimately
made in any form whether by scheme of arrangement, takeover offer
or otherwise.
For further information:
Quindell Portfolio Plc
Rob Terry, Chairman & Chief Executive Tel: 01329 830 501
Tel: 01329 830 543
Laurence Moorse, Group Finance Director
Daniel Stewart & Company Plc
(Financial Adviser) Tel: 020 7776 6550
Oliver Rigby/Antony Legge/James
Thomas
Further Information
The distribution of this announcement in jurisdictions other
than the United Kingdom and the availability of the possible offer
to shareholders of Mobile Doctors who are not resident in the
United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom or shareholders of
Mobile Doctors who are not resident in the United Kingdom will need
to inform themselves about, and observe, any applicable
requirements.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement
or otherwise. Any offer will be made solely by certain offer
documentation which will contain the full terms and conditions of
any offer, including details of how it may be accepted.
This announcement has been prepared in accordance with English
law and the Code and information disclosed may not be the same as
that which would have been prepared in accordance with the laws of
jurisdictions outside England.
This announcement will be available on Quindell's website
(www.quindell.com) by no later than 5.00 p.m. (London time) on
Friday 4 November2011.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Code, Quindell confirms that
it has 1,728,998,500 ordinary shares of 1p each in issue and
admitted to trading on the AIM market of the London Stock Exchange
with the ISIN GB00B0R5TG60.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 (as defined by the Code) 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 10th business day following the commencement
of the offer period and, if appropriate, by no later than 3.30 pm
(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 (as defined by
the Code).
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% 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. 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."
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFDUSAKRAVAARRA
Mobile Doctors (LSE:MDG)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
Mobile Doctors (LSE:MDG)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025
