NSR Nestor Health.

 

TIDMNSR 
 
RNS Number : 0051U 
Nestor Healthcare Group PLC 
07 October 2010 
 

 
7 October 2010 
                          Embargoed until 7am 
 
            Nestor Healthcare Group PLC ("Nestor" or the "Company") 
 
                                Revised approach 
 
The Directors of Nestor (the "Board") note the recent press speculation in 
relation to the Company and confirm that they have received a revised indicative 
approach from Acromas Holdings Limited ("Acromas") of 100 pence per ordinary 
share. The Board believes that an offer of 100 pence per ordinary share would 
continue to undervalue the Company, but intends to meet with Acromas. 
 
This announcement has not been made with the agreement or approval of Acromas. 
No formal offer has been received and there can be no certainty that a formal 
offer will be made, nor as to the terms on which any offer might be made. 
Further announcements will be made as appropriate. 
 
 
For further information please contact: 
 
Investec Investment Banking 
                                                   Tel: +44 (20) 7597 5970 
Martin Smith 
Cara Griffiths 
Alex Thomson 
 
Citigate Dewe Rogerson 
        Tel: +44 (20) 7638 9571 
Toby Mountford 
Ged Brumby 
 
Investec Investment Banking, a division of Investec Bank plc, which is 
authorised and regulated by the Financial Services Authority in the United 
Kingdom, is acting exclusively for Nestor and no one else in connection with 
matters described in this announcement and will not be responsible to anyone 
other than Nestor for providing the protections afforded to clients of Investec 
Investment Banking nor for providing advice in relation to matters described in 
this announcement. 
 
Under Rule 8.3(a) of the 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 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. 
 
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." 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
A copy of this announcement will be available on the Company's website at 
http://ww1.investorrelations.co.uk/Nestor/announcements/pressreleases/ 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 SPCFSISIWFSSEFS 
 

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