TIDMNSR
RNS Number : 3931X
Nestor Healthcare Group PLC
06 December 2010
Not for release, publication or distribution, in whole or in part, directly or
indirectly, in, into or from any jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction
6 December 2010
Recommended cash acquisition
of
Nestor Healthcare Group
plc
by
Saga Group Limited
(to be implemented by way of a scheme of
arrangement
under Part 26 of the Companies Act 2006)
Summary
The boards of Saga Group Limited ("Saga"), a subsidiary of Acromas Holdings
Limited ("Acromas"), and Nestor Healthcare Group plc ("Nestor"), are pleased to
announce that they have reached agreement on the terms of a recommended cash
acquisition by Saga of the entire issued and to be issued ordinary share capital
of Nestor.
? Under the terms of the Acquisition, Nestor Shareholders will receive
110 pence in cash for each Nestor Share, valuing Nestor's existing issued
ordinary share capital at approximately GBP124 million. On a fully diluted
basis, the Acquisition values Nestor's issued and to be issued ordinary share
capital at approximately GBP133 million.
? The price of 110 pence for each Nestor Share represents:
? a premium of approximately 36.6 per cent. to the Closing Price of 80.5
pence per Nestor Share on 10 August 2010, being the last business day before
Nestor's announcement that it had received an approach from Saga; and
? a premium of approximately 4.0 per cent. to the Closing Price of 105.75
pence per Nestor Share on 3 December 2010, being the last business day before
this announcement.
? Nestor intends to pay a second interim dividend of 2.5 pence per Nestor
Share for the year ended 31 December 2010 in lieu of any final dividend. This
dividend will be paid to the holders of Nestor Shares on the register at the
close of business on 24 December 2010. This amount is in addition to the 110
pence per Nestor Share to be received by Nestor Shareholders under the terms of
the Acquisition.
? Saga has received irrevocable undertakings (including from all of the
Nestor Directors who are also Nestor Shareholders) to vote in favour of the
Scheme at the Court Meeting and the Special Resolution to be proposed at the
General Meeting in respect of 61,189,626 Nestor Shares representing
approximately 54.2 per cent. of the existing issued ordinary share capital of
Nestor. Further details of these irrevocable undertakings are set out in
Appendix III of this announcement.
? Nestor is a large independent UK healthcare organisation dedicated to
providing managed services to health and social care customers in the UK. Nestor
focuses on delivering person-centred solutions, providing short-term or
long-term health and social care as a partner of the community. The Group was
established in 1949 and employs a nationwide workforce, managed and deployed
from a network of local branches. For the financial year ended 31 December 2009,
Nestor reported revenue of GBP152.0 million, adjusted operating profit of GBP9.7
million and a profit before taxation of GBP7.3 million.
? Acromas is the holding company for two of Britain's most well-known
brands, having acquired the businesses of Saga and the AA in September 2007.
Saga is a wholly-owned subsidiary of Acromas and is a holding company for a
number of entities in the Acromas Group, which provide products and services
under the Saga brand. Saga is the UK's leading provider of products and services
specifically designed for people aged 50 and over. With 2.6 million customers,
Saga provides insurance, financial services and holidays. In all, Acromas Group
companies serve over 18 million customers, employ over 12,000 people and
produced turnover of GBP1.7 billion and EBITDA excluding exceptional items of
over GBP575 million in its last financial year ending 31 January 2010.
? It is intended that the Acquisition is implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act,
further details of which are contained in the full text of this announcement.
? The Nestor Directors, who have been so advised by Investec, consider
the terms of the Acquisition to be fair and reasonable. In providing its
advice, Investec has taken into account the commercial assessment of the Nestor
Directors. Accordingly, the Nestor Directors intend unanimously to recommend to
Nestor Shareholders to vote in favour of the Scheme at the Court Meeting and the
Special Resolution to be proposed at the General Meeting. The Nestor Directors
who are also Nestor Shareholders have given irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting.
? In order to become Effective, the Acquisition must, among other things,
be approved by the requisite majorities of the Nestor Shareholders present (in
person or by proxy) and entitled to vote at the Court Meeting and the General
Meeting.
? It is expected that the Scheme Document will be posted on or around 10
December 2010 and that the Court Meeting and General Meeting will be held on or
around 4 January 2011. Subject to the satisfaction or waiver of the relevant
Conditions as set out in Appendix I to this announcement, the Scheme will become
Effective in January 2011.
Commenting on the Acquisition, Andrew Goodsell, Executive Chairman of Saga,
said:
"This deal represents a great opportunity for Saga to accelerate its growth
strategy for home healthcare services.
We believe there is real potential to develop a major national branded
healthcare business for our customers and Nestor's work in recent years will
help us achieve this. I look forward to welcoming the staff and customers of
Nestor to Saga and to an exciting future together."
Commenting on the Acquisition, John Rennocks, Chairman of Nestor, said:
"The management team at Nestor has done an outstanding job in improving the
Nestor businesses in the last two years. I am pleased that we can now achieve
realisation of sensible value for our shareholders by combining our businesses
with two very highly regarded branded businesses in a way in which the Nestor
team can, with their new owners, continue to lead the growth into the Health and
Domiciliary Care markets in which they have become so successful. We wish them
and their new owners well for the future."
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement including the Appendices. Appendix I to the
announcement contains the conditions and certain further terms of the Scheme and
the Acquisition. Appendix II contains further details of the sources of
information and bases of calculations set out in this announcement. Appendix
III details those Nestor Directors and other Nestor Shareholders who have given
irrevocable undertakings and Appendix IV contains definitions of certain
expressions used in this summary and in this announcement.
Enquiries:
Saga / Acromas
Tel: +44 (0) 1303 776 023
Andrew Goodsell, Executive Chairman
Stuart Howard, Chief Financial Officer
Credit Suisse (financial adviser to Saga and Acromas)
Tel: +44 (0) 20 7888 8888
George Maddison
Madelaine McTernan
Faisal Tabbah
Brunswick Group (PR adviser to Saga and Acromas)
Tel: +44 (0) 20 7404 5959
David Yelland
James Olley
Nestor
Tel: +44 (0) 1707 286 817
John Rennocks, Chairman
John Ivers, Chief Executive
Investec (financial adviser and broker to Nestor)
Tel: +44 (0) 20 7597 5970
Martin Smith
Gary Clarence
Citigate Dewe Rogerson (PR adviser to Nestor)
Tel: +44 (0) 20 7638 9571
Toby Mountford
Ged Brumby
Further information
This announcement is not intended to and does not constitute, or form part of,
any offer to sell or subscribe for or an invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance
or transfer of securities of Nestor in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely by means of the Scheme
Document, which will contain the full terms and conditions of the Acquisition,
including details of how to vote in favour of the Acquisition. Any vote in
respect of the Acquisition should be made only on the basis of information in
the Scheme Document. Nestor Shareholders are advised to read the formal
documentation in relation to the Acquisition carefully, once it has been
dispatched.
Whether or not certain Nestor Shares are voted at the Court Meeting or the
General Meeting, if the Scheme becomes Effective, those Nestor Shares will be
cancelled pursuant to the Scheme in return for the payment of 110 pence in cash
per Nestor Share.
Credit Suisse Securities (Europe) Limited ("Credit Suisse"), which is authorised
and regulated by the Financial Services Authority in the United Kingdom, is
acting for Saga and Acromas and for no one else in connection with the contents
of this announcement and any matter referred to herein and will not be
responsible to any person other than Saga and Acromas for providing the
protections afforded to clients of Credit Suisse, nor for providing advice in
relation to the contents of this announcement or any matter referred to herein.
Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Credit Suisse in connection with this
announcement, any statement contained herein or otherwise.
Investec Investment Banking, a division of Investec Bank plc ("Investec"), which
is authorised and regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Nestor and for no one else in connection
with the contents of this announcement, any matter referred to herein and the
Acquisition and will not be responsible to any person other than Nestor for
providing the protections afforded to clients of Investec, nor for providing
advice in relation to the contents of this announcement, any matter referred to
herein and the Acquisition. Neither Investec nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Investec in
connection with this announcement, any statement contained herein or otherwise.
Notice to US holders of Nestor Shares
The Scheme relates to the shares of an English company that is a "foreign
private issuer" as defined under Rule 3b-4 under the US Exchange Act and will be
governed by English law. Neither the proxy solicitation rules nor the tender
offer rules under the US Exchange Act will apply to the Scheme. Moreover, the
Scheme will be subject to the disclosure requirements and practices applicable
in the UK to schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer rules.
Financial information included or referred to in this announcement or the Scheme
Document, or which may be incorporated by reference into the Scheme Document,
has been or will have been prepared in accordance with accounting standards
applicable in the UK that may not be comparable to the accounting standards
applicable to financial statements of US companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the US. If Saga elects to implement the acquisition of the Nestor
Shares by way of an Offer, the Offer will be made in compliance with applicable
US tender offer and securities laws and regulations.
Nestor and Saga are each organised under the laws of England. All of the
officers and directors of Nestor and Saga are residents of countries other than
the United States. It may not be possible to sue Nestor and Saga in a non-US
court for violations of US securities laws. It may be difficult to compel
Nestor, Saga and their respective affiliates to subject themselves to the
jurisdiction and judgment of a US court.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Saga or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase Nestor
Shares outside of the United States, other than pursuant to the Acquisition,
until the date on which the Acquisition and/or Scheme becomes Effective, lapses
or is otherwise withdrawn. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the UK, will
be reported to the Regulatory Information Service of the London Stock Exchange
and will be available on the London Stock Exchange website at
http://www.londonstockexchange.com/prices-and-news/pricesnews/home.htm.
Overseas Shareholders
The availability of the Acquisition or the distribution of this announcement to
Nestor Shareholders who are not resident in the United Kingdom may be affected
by the laws of the relevant jurisdictions in which they are located or of which
they are citizens. Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. Nestor
Shareholders who are in any doubt regarding such matters should consult an
appropriate independent professional adviser in the relevant jurisdiction
without delay. Further details in relation to overseas shareholders will be
contained in the Scheme Document.
Forward-looking statements
This announcement, oral statements made regarding the Acquisition and other
information published by Saga, Acromas, Nestor or their respective affiliates
may contain certain statements that are or may be forward-looking. These
statements are based on the current expectations of the management of Saga,
Acromas and/or Nestor (as applicable) and are naturally subject to uncertainty
and changes in circumstances. The forward-looking statements contained herein
may include statements about the expected effects of the Acquisition, the
expected timing and scope of the Acquisition, anticipated earnings enhancements,
estimated cost savings and other synergies, costs to be incurred in achieving
synergies, potential disposals and other strategic options and all other
statements in this announcement other than historical facts. Forward-looking
statements include, without limitation, statements that typically contain words
such as: "will", "may", "should", "could", "continue", "believes", "expects",
"intends", "estimates", "anticipates", "aims", "targets", "plans" and
"forecasts" or words of similar import. The forward-looking statements involve
risks and uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the ability of the person making
the statement to control or estimate precisely, such as future market conditions
and the behaviour of other market participants. Other unknown or unpredictable
factors could also cause actual results to differ materially from those in the
forward looking statements. Therefore investors should not place undue reliance
on such statements as a prediction of actual results. Saga, Acromas and Nestor
and their respective affiliates assume no obligation and do not intend to update
these forward-looking statements, whether as a result of new information, future
events or otherwise, except as required pursuant to applicable law.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is, or becomes, "interested"
(directly or indirectly) 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. An "Opening
Position Disclosure" by a person to whom Rule 8.3(a) of the Code 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 Code, any person who is, or becomes, interested in one
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 of the Code. A "Dealing Disclosure" by a person to whom Rule
8.3(b) of the Code 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 of the Code.
"Opening Position Disclosures" must also be made by the offeree company and by
any paper offeror and "Dealing Disclosures" must also be made by the offeree
company, by any paper offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4 of the Code).
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.
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 of the Code, you should contact an
independent financial adviser authorised by the FSA under FSMA or consult the
Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone
number +44 (0) 20 7638 0129.
Publication on website
A copy of this announcement will be available free of charge on Nestor's website
at www.nestorplc.co.uk by no later than 12.00 p.m. (London time) on 7 December
2010.
Not for release, publication or distribution, in whole or in part, directly or
indirectly, in, into or from any jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction
6 December 2010
Recommended cash acquisition
of
Nestor Healthcare Group
plc
by
Saga Group Limited
(to be implemented by way of a scheme of
arrangement
under Part 26 of the Companies Act 2006)
1. Introduction
The boards of Saga Group Limited ("Saga"), a subsidiary of Acromas Holdings
Limited ("Acromas"), and Nestor Healthcare Group plc ("Nestor") are pleased to
announce that they have reached agreement on the terms of a recommended cash
acquisition by Saga of the entire issued and to be issued ordinary share capital
of Nestor.
Under the terms of the Acquisition, which will be subject to the Conditions and
further terms set out in Appendix I to this announcement and to be set out in
the Scheme Document, Scheme Shareholders will be entitled to receive:
for each Nestor Share 110
pence in cash,
valuing Nestor's existing issued ordinary share capital at approximately GBP124
million.
On a fully diluted basis, the Acquisition values Nestor's issued and to be
issued ordinary share capital at approximately GBP133 million.
The price of 110 pence for each Nestor Share represents:
? a premium of approximately 36.6 per cent. to the Closing Price of 80.5
pence per Nestor Share on 10 August 2010, being the last business day before
Nestor's announcement that it had received an approach from Saga; and
? a premium of approximately 4.0 per cent. to the Closing Price of 105.75
pence per Nestor Share on 3 December 2010, being the last business day before
this announcement.
It is intended that the Acquisition is implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act, further details of
which are contained in section 14 below.
2. Background to, and reasons for, the Acquisition
The acquisition of Nestor would accelerate Saga's strategy to grow a home
healthcare services division to build a major national branded business
servicing its customers. As part of the Acromas Group, Nestor will be combined
with Saga's existing, but smaller, home healthcare businesses and will have
access to significant additional funds which should enhance its ability to grow
organically and through acquisitions and to accelerate the extension of its
geographical coverage and range of care services.
The Acquisition provides an opportunity for Nestor Shareholders to realise their
investment for cash at a significant premium of approximately 36.6 per cent. to
the Closing Price of 80.5 pence per Nestor Share on 10 August 2010, being the
last business day before Nestor's announcement that it had received an approach
from Saga.
3. Recommendation
The Nestor Directors, who have been so advised by Investec, consider the terms
of the Acquisition to be fair and reasonable. In providing its advice, Investec
has taken into account the commercial assessment of the Nestor Directors.
Accordingly, the Nestor Directors intend unanimously to recommend to Nestor
Shareholders to vote in favour of the Scheme at the Court Meeting and the
Special Resolution to be proposed at the General Meeting. The Nestor Directors
who are also Nestor Shareholders have given irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting.
4. Background to, and reasons for, the recommendation
In July 2010, Nestor received an initial approach from Acromas, the parent
company of Saga, at an indicative offer price of 90 pence per Nestor Share in
cash. The approach was evaluated by the Nestor Directors and their advisers and
rejected. Nestor announced that this indicative offer had been made and had been
rejected on 11 August 2010.
In September 2010, a revised proposal was received from Acromas at an indicative
offer price of 100 pence per Nestor Share in cash. This revised proposal was
announced by Nestor on 7 October 2010. In the view of the Nestor Directors,
having evaluated this approach with their advisers, the revised offer continued
to undervalue Nestor, however, after soliciting feedback from the major Nestor
Shareholders (by value), the Nestor Directors agreed to meet with Acromas to
discuss its revised offer and explain why, in the Nestor Directors' view, it
continued to undervalue Nestor.
Following the meeting between the Nestor Directors and Acromas, a revised
indicative offer was received from Acromas on 5 November 2010 at an offer price
of 110 pence per Nestor Share in cash. Following discussions with the Nestor
Directors and their advisers, Acromas agreed that Nestor Shareholders would also
receive a second interim dividend of 2.5 pence per Nestor Share.
This further revised offer represented, in the Nestor Directors' view, a
material improvement on the initial proposal of 90 pence per Nestor Share. The
improvement in the revised indicative offer price, the payment of a second
interim dividend to Nestor Shareholders and feedback from the major Nestor
Shareholders (by value) helped to convince the Nestor Directors that the terms
of the Acquisition should be recommended to Nestor Shareholders.
The Acquisition represents an opportunity for Nestor Shareholders to realise the
value of their investment at an attractive premium to the current and
undisturbed market value of Nestor. At a price, excluding the Second Interim
Dividend, of 110 pence per Nestor Share in cash, the Acquisition represents:
? a premium of approximately 36.6 per cent. to the Closing Price of 80.5
pence per Nestor Share on 10 August 2010, being the last business day before
Nestor's announcement that it had received an approach from Acromas; and
? a premium of approximately 4.0 per cent. to the Closing Price of 105.75
pence per Nestor Share on 3 December 2010, being the last business day before
this announcement.
In considering whether to recommend the Acquisition, the Nestor Directors have:
? considered the feedback received as a result of their consultation with
the majority of the Nestor Shareholders (by value); and
? determined that the Acquisition represents an opportunity for Nestor
Shareholders to realise their entire investment in Nestor in cash and at a
significant premium to recent values.
The Nestor Directors also believe that the opportunities for growth of Nestor's
businesses by acquisition should be enhanced by combination with Saga's
businesses and welcome the opportunities that it should provide for the further
development of the business, its management and its employees.
5. Irrevocable undertakings
Saga has received irrevocable undertakings (including from the Nestor Directors
who are also Nestor Shareholders) to vote in favour of the Scheme at the Court
Meeting and the Special Resolution to be proposed at the General Meeting in
respect of 61,189,626 Nestor Shares, representing approximately 54.2 per cent.
of the existing issued ordinary share capital of Nestor.
The undertakings from the Nestor Directors who are Nestor Shareholders are in
respect of their entire holdings (other than Nestor Shares over which they do
not control the voting rights), amounting to 685,083 Nestor Shares representing
approximately 0.6 per cent. of Nestor's existing issued ordinary share capital.
The irrevocable undertakings given by the Nestor Directors will cease to be
binding if: (i) the Scheme Document is not despatched to the Nestor Shareholders
on or before 10 December 2010 or such later time as may be agreed by the Panel
(save that if Saga subsequently elects to proceed by way of an Offer then such
date shall be extended to a date which is 28 days after the date of the press
announcement announcing the change in structure of the Acquisition); or (ii) the
Scheme is not implemented by 31 March 2011, but otherwise remain binding in the
event that a higher competing offer for Nestor is made.
Saga has also received an irrevocable undertaking from Schroder Investment
Management Limited to vote in favour of the Scheme at the Court Meeting and the
Special Resolution to be proposed at the General Meeting in respect of, in
aggregate, 27,673,027 Nestor Shares representing approximately 24.5 per cent. of
the existing issued ordinary share capital of Nestor. This irrevocable
undertaking will cease to be binding if: (i) the Scheme Document is not
despatched to the Nestor Shareholders on or before 3 January 2011 or such later
time as may be agreed by the Panel up to 17 January 2011 (save that if Saga
subsequently elects to proceed by way of an Offer then such date shall be
extended to a date which is 28 days after the date of the press announcement
announcing the change in structure of the Acquisition); or (ii) the Acquisition
is withdrawn or lapses in accordance with its terms or otherwise becomes
incapable of becoming Effective, but otherwise will remain binding in the event
that a higher competing offer for Nestor is made.
Saga has also received an irrevocable undertaking from Gartmore Investment
Limited to vote in favour of the Scheme at the Court Meeting and the Special
Resolution to be proposed at the General Meeting in respect of, in aggregate,
32,831,516 Nestor Shares representing approximately 29.1 per cent. of the
existing issued ordinary share capital of Nestor. This irrevocable undertaking
will cease to be binding if (i) the Scheme Document is not despatched to the
Nestor Shareholders on or before 31 December 2010 or such later time as may be
agreed by the Panel (save that if Saga subsequently elects to proceed by way of
an Offer then such date shall be extended to a date which is 28 days after the
date of the press announcement announcing the change in structure of the
Acquisition); or (ii) the Scheme is not implemented by 31 March 2011, or (iii)
an announcement is made by a third party before midnight on the fifth day after
the date of despatch of the Scheme Document of a firm intention to make an offer
under Rule 2.5 of the Code (whether by way of a takeover offer or a scheme of
arrangement) for all of the Nestor Shares not already owned by it (or by persons
acting in concert with it) which is not subject to any pre-conditions and which
represents at least a 15 per cent. premium to the value of the Acquisition.
In total, therefore, Saga has received irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting in respect of 61,189,626 Nestor Shares
representing approximately 54.2 per cent. of Nestor's existing issued ordinary
share capital.
Further details of these irrevocable undertakings are set out in Appendix III to
this announcement.
6. Second interim dividend
Nestor intends to pay a Second Interim Dividend for the year ended 31 December
2010 of 2.5 pence per Nestor Share in lieu of any final dividend for the year
ended 31 December 2010. The ex-dividend date for the Nestor Shares then in
issue will be 22 December 2010 and the Second Interim Dividend will be paid to
Nestor Shareholders on the register at the close of business on the Dividend
Record Date, being 24 December 2010. Payment of the Second Interim Dividend is
expected to be made on 21 January 2011.
Taking account of the terms of the Acquisition and the Second Interim Dividend,
Nestor Shareholders who are on the register at the Dividend Record Date will, if
the Acquisition becomes Effective, receive in aggregate 112.5 pence per Nestor
Share (providing that they remain a Nestor Shareholder when the Acquisition
becomes Effective), comprising the Second Interim Dividend of 2.5 pence per
Nestor Share and 110 pence per Nestor Share in cash under the terms of the
Acquisition.
7. Information relating to Nestor
The Nestor Group is a large independent UK healthcare organisation dedicated to
providing managed services to health and social care customers in the UK. The
Nestor Group focuses on delivering person-centred solutions, providing
short-term or long-term health and social care as a partner of the community.
The Group was established in 1949 and employs a nationwide workforce, managed
and deployed from a network of local branches.
For the financial year ended 31 December 2009, Nestor reported revenue of
GBP152.0 million (2008: GBP163.3 million), adjusted operating profit of GBP9.7
million (2008: GBP12.8 million) and a profit before taxation of GBP7.3 million
(2008: GBP30.4 million). The 2008 results included the profit realised on the
sale of the Carewatch franchised social care business on 3 October 2008. As at
30 June 2010, Nestor reported net debt of GBP11.9 million (2009: GBP16.9
million) and net assets of GBP73.7 million (2009: GBP71.0 million).
The Nestor Group trades through two divisions:
i) Social Care
Social Care covers the care of people of all ages who have common care needs in
order to enjoy quality of life in their home. The services are provided through
Local Authorities, Primary Care Trusts ("PCTs") or direct to the individual.
Social Care operates through nearly 100 branches nationwide providing care to
over 15,000 individual service users supported by approximately 9,000 care
workers.
Social Care operates through a number of brands including Goldsborough Home Care
and Medico. It also operates a private-pay business through the Country Cousins
and Patricia White's brands.
Social Care provides specialist services in the following areas: elderly care,
children's and families' services, physical disabilities, learning disabilities
and mental health services.
ii) Primary Care
The Nestor Group, through its Primecare business, is a commercial provider of
primary health care services in the UK. It works in partnership to provide a
range of effective and efficient health care services commissioned by many
organisations.
Primecare offers services in the following areas: urgent care services, NHS
health centres, healthcare in secure settings, forensic medical services, NHS
dentistry, occupational health services and Primecare locums.
Current Trading
On 16 November 2010, Nestor issued the following interim management statement
covering the period from 30 June 2010 to 16 November 2010, an extract of which
is set out below:
Financial performance
Group results in the period since the release of our Interim results have
continued to slightly exceed the directors' expectations.
Social Care hours have continued to steadily increase despite the evident
pressures on Local Authority budgets. Our businesses continue to work closely
with their customers to provide cost effective solutions to the ever-increasing
demand for care at home. Whilst pricing has been constrained, our focus on
quality and tight control over costs, together with the benefit of additional
volume, has enabled our excellent operating profit margins to be maintained.
As previously announced, the Group intends to augment its Social Care business
through a programme of acquisitions, the first one of which has now been
completed and terms have been agreed on a further two, which will likely
complete by the year-end. The acquisition cost of all three is expected to be
GBP8.5m to be funded from the Group's existing debt facilities. These businesses
complement Social Care's current domiciliary care branch network and all three
of them have high quality ratings and excellent relationships with their
respective Local Authorities.
In Primary Care, the planned changes in the commissioning process, to take place
by March 2013, have not affected the current level of tender activity, with a
number of opportunities being pursued by the business in out-of-hours provision
and prison healthcare services. Our six Equitable Access health centres continue
to be very popular with patients. In two cases the large numbers of walk-in
attendances is causing budgetary difficulties for the PCTs, which may lead to an
alternative pricing mechanism more appropriate to the level of activity, or a
restructuring of the service.
The first of our six practices under the Dental Access Programme opened in July
and is performing well and a second has recently commenced. The remaining four
locations are scheduled to open by the end of February 2011.
The Comprehensive Spending Review ("CSR")
The content of the recent CSR was, on balance, positive for Nestor, not just
with regard to the additional GBP2bn of funding by 2014/15 to support the
delivery of social care, but also the messages regarding the Government's
"direction of travel" which are highly complementary to Nestor's strategy. This
additional funding to provide a better quality and more efficient service across
the health and social care system is designed to prevent the need for greater
expenditure in acute healthcare, either by avoiding unnecessary hospital
admissions or enabling earlier discharge.
Throughout this year, Nestor's Social Care and Primary Care management teams
have been working together on initiatives specifically to address the current
and future combined funding pressures across health and social care. Nestor's
combined businesses can offer more cost effective solutions to hospital and
residential care through the provision of healthcare and domestic support to
clients to avoid hospital admission, or be discharged earlier to return home.
Discussions with Local Authorities and NHS customers have generated significant
interest and a number of pilot projects are expected to follow. Nestor's Social
Care business has already commenced a re-ablement project in partnership with a
Local Authority to provide service users, including those recently discharged
from hospital, with support at home to equip them to live as independently as
possible, thereby reducing their long term care needs.
Financial position
Net borrowings as at 12 November 2010 were GBP13.3m, which compares to the last
published figure of GBP11.9m as at 30 June 2010. In the period under review, the
Nestor Group has made planned deficit reduction payments of GBP1.1m into its
existing defined benefit pension schemes, paid the interim dividend of 1.25p per
share, which amounted to GBP1.4m, and paid GBP0.6m in respect of the liability
under the two interest rate derivative contracts. The cost of the acquisition
completed in recent days was GBP0.8m.
Vacant property provision
It is likely that in the full year results for 2010, an increase of
approximately GBP0.5m will be required to the vacant property provision, which
at 30 June 2010 stood at GBP3.2m. The increase relates to two properties, which
are about to become vacant. The first results from the exercise of a break
clause by a longstanding tenant and the second follows the loss of the
out-of-hours contract referred to in our Interim results statement".
8. Information relating to the Acromas Group and Saga
The Acromas Group
Acromas is the holding company for two of Britain's most well-known brands,
having acquired the businesses of Saga and the AA in September 2007. Saga is
the UK's leading provider of products and services specifically designed for
people aged 50 and over. With 2.6 million customers, Saga provides insurance,
financial services and holidays, and publishes the monthly Saga Magazine. As the
over-50s are the largest users of primary medical care in the UK, Saga intends
to build a broad-based national healthcare brand to expand its service offering
to its customers.
The AA is the UK's leading breakdown service, serving 15 million members with
more dedicated patrols than any other roadside assistance provider. The AA also
offers financial services, such as loans and motor and home insurance, and is
the largest independent travel publisher in the UK.
In all, Acromas Group companies serve over 18 million customers, employ over
12,000 people, and produced turnover of GBP1.7 billion and EBITDA excluding
exceptional items of over GBP575 million in its last financial year ending 31
January 2010.
The shareholders of Acromas are its employees, together with funds advised by
Charterhouse Capital Partners, CVC Capital Partners and Permira Advisers.
Saga
Saga is a wholly-owned subsidiary of Acromas and is a holding company for a
number of entities in the Acromas Group, which provide products and services
under the Saga brand.
9. Financing of the Acquisition and related expenses
The consideration payable by Saga under the terms of the Acquisition and the
other amounts payable by Saga in connection with the Acquisition (including the
refinancing of certain existing indebtedness of the Nestor Group and the payment
of transaction expenses) will be financed from the existing cash resources of
the Acromas Group.
Credit Suisse, in its capacity as financial adviser to Saga, has confirmed that
it is satisfied that sufficient financial resources are available to Saga to
enable it to satisfy in full the cash consideration payable to Nestor
Shareholders under the terms of the Acquisition.
10. Management and employees
Saga has a high regard for the business and management of Nestor. Saga has
given assurances that if the Scheme becomes Effective, the existing employment
rights, including pension rights, of the management and employees of Nestor will
be fully safeguarded. Saga has no plans to change Nestor's place of business or
redeploy any of its fixed assets.
11. Arrangements with the management team
Nestor and Acromas agree that Acromas will put in place incentivisation schemes
for employees of Nestor. The terms of such schemes are to be considered
following the Effective Date.
Save as set out above, the effect of the Scheme on the interests of the Nestor
Directors does not differ from its effects on the like interests of any Nestor
Shareholder.
12. Nestor Share Schemes
The Acquisition will extend to any Nestor Shares which are unconditionally
allotted or issued before the Scheme Record Time, including those allotted or
issued as a result of the exercise of options or vesting of awards under the
Nestor Share Schemes. Any Nestor Shares allotted or issued after the Scheme
Record Time as a result of the exercise of options or vesting of awards will,
subject to the Scheme becoming Effective, be acquired by Saga at the same price
at which Nestor Shares are acquired under the Scheme.
Appropriate proposals will be made to the holders of options and awards under
the Nestor Share Schemes in accordance with Rule 15 of the Code. Further
details of these proposals will be set out in the Scheme Document.
13. Implementation Agreement
Nestor, Saga and Acromas have entered into the Implementation Agreement in
relation to the implementation of the Acquisition and related matters. Pursuant
to the Implementation Agreement, Nestor, Saga and Acromas have agreed, amongst
other things, to use all reasonable endeavours to implement the Acquisition in
the form contemplated by this announcement. Amongst other things, the parties to
the Implementation Agreement have also agreed the following:
Break Fee
Nestor has agreed to make a payment to Saga in certain circumstances. This
payment of GBP1.24 million (equal to one per cent. of the offer value of the
issued ordinary share capital of Nestor and subject to any adjustment in respect
of VAT) is due if, in summary:
· the Nestor Directors (or any committee thereof) at any time withdraw,
adversely qualify or amend the recommendation;
· Nestor fails to take certain steps to implement the Scheme and such
failure is the predominant reason that the Scheme does not become Effective;
· the Nestor Directors recommend to the Nestor Shareholders to accept or
vote in favour of an Alternative Proposal; or
· an Alternative Proposal is made or announced prior to the date of the
Scheme being withdrawn or lapsing and such Alternative Proposal becomes
effective or otherwise completes.
Non-solicitation
Nestor has undertaken that it shall not, and shall procure that no other member
of the Nestor Group nor any director or employee shall, directly or indirectly,
solicit, initiate, encourage or otherwise seek to procure any enquiries,
proposals or approaches from any persons in respect of, or in connection with,
any Alternative Proposal.
Nestor has agreed to notify Saga and Acromas promptly in the event that it or
any of its directors or officers receives, on its behalf, an approach (whether
or not from a third party which has previously made an approach), or any
communication from a third party indicating that an approach will or may be
made, regarding any Alternative Proposal.
14. Acquisition structure
It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement between Nestor and the Scheme
Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is
to provide for Saga to become the owner of the whole of the issued ordinary
share capital of Nestor. The procedure will involve, among other things, an
application by Nestor to the Court to sanction the Scheme and confirm the
cancellation of all Scheme Shares, in consideration for which the Scheme
Shareholders will receive cash on the basis set out in paragraph 1 above.
The implementation of the Scheme will be subject to the Conditions and further
terms set out in Appendix I and to be set out in the Scheme Document, and will
only become Effective if, amongst other things, the following events occur on or
before the Longstop Date or such later date as Saga and Nestor (with the consent
of the Panel) agree and the Court (if required) may allow:
(a) a resolution to approve the Scheme is passed by a majority in number
of the Nestor Shareholders present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting, representing not less than
three-quarters in nominal value of the Nestor Shares held by such Nestor
Shareholders;
(b) the Special Resolution necessary to implement the Scheme is passed by
the requisite majority at the General Meeting;
(c) the Scheme is sanctioned (with or without modification, on terms
agreed by Saga and Nestor), and the Reduction of Capital is confirmed, by the
Court; and
(d) an office copy of the Court Order and the Statement of Capital is
delivered to the Registrar of Companies or, if the Court so orders, the Court
Order is registered by him.
Upon the Scheme becoming Effective: (i) the Scheme will be binding on all Scheme
Shareholders (irrespective of whether or not they attended or voted at the Court
Meeting and/or the General Meeting); (ii) Nestor will become a wholly-owned
subsidiary of Saga; and (iii) share certificates in respect of the Nestor Shares
will cease to be valid and entitlements to Nestor Shares held within CREST will
be cancelled.
Further details of the Scheme will be contained in the Scheme Document, which is
expected to be posted to Nestor Shareholders on or around 10 December 2010.
Saga reserves the right, subject to the prior consent of the Panel, to elect to
implement the acquisition of the Nestor Shares by way of a takeover offer (as
such term is defined in section 979 of the Companies Act). In such event, such
takeover offer will be implemented on the same terms (subject to appropriate
amendments as described in Part B of Appendix I), so far as applicable, as those
which would apply to the Scheme. Furthermore, if sufficient acceptances of such
offer are received and/or sufficient Nestor Shares are otherwise acquired, it is
the intention of Saga to apply the provisions of section 979 of the Companies
Act to acquire compulsorily any outstanding Nestor Shares to which such offer
relates.
15. Suspension, delisting and re-registration
It is intended that dealings in Nestor Shares will be suspended at the Scheme
Record Time, which is expected to be at 6.00 pm on the business day immediately
preceding the date of the Court Hearing. It is intended that Saga will procure
that Nestor applies to the London Stock Exchange to cancel the admission to
trading of the Nestor Shares on the London Stock Exchange's main market for
listed securities and to the UK Listing Authority to cancel the listing of the
Nestor Shares on the Official List, subject to applicable rules and requirements
of the London Stock Exchange, such cancellations to take effect shortly after
the Scheme Effective Date. It is also intended that Nestor will, as soon as
possible after the Scheme Effective Date, be re-registered as a private limited
company.
16. Disclosure of interests in Nestor
As at 3 December 2010 (the latest practicable date prior to the date of this
announcement), neither Saga, nor any of the directors of Saga or any member of
the Acromas Group, nor, so far as the Saga Directors are aware, any person
acting in concert with Saga for the purposes of the Acquisition, has any
interest in, right to subscribe for, or has borrowed or lent any Nestor Shares
or securities convertible or exchangeable into Nestor Shares (including pursuant
to any long exposure, whether conditional or absolute, to changes in the prices
of securities) or right to subscribe for or purchase the same or holds any
options (including traded options) in respect of or has any right to acquire any
Nestor Shares or derivatives referenced to Nestor Shares ("Nestor Securities"),
nor does any such person have any short position (whether conditional or
absolute and whether in the money or otherwise) including any short position
under a derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery in relation to Nestor
Securities.
17. Expected timetable
The Scheme Document containing further details of the Scheme will be despatched
to Nestor Shareholders, and, for information only, to participants in the Nestor
Share Schemes as soon as practicable and, in any event, within 28 days of the
date of this announcement, unless otherwise agreed with the Panel. The Scheme
Document will include the notices of the Court Meeting and the General Meeting,
together with the anticipated timetable, and will specify the necessary actions
to be taken by Nestor Shareholders. It is expected that the Scheme Document
will be posted on or around 10 December 2010 and that the Court Meeting and
General Meeting will be held on or around 4 January 2011. Subject to
satisfaction or waiver of the relevant Conditions as set out in Appendix I to
this announcement, the Scheme is expected to become Effective in January 2011.
18. General
The Acquisition will be governed by English law and will be subject to the
applicable requirements of the Code, the Panel and the London Stock Exchange.
Appendix I to this announcement contains the conditions and certain further
terms of the Scheme and the Acquisition. Appendix II contains further details
of the sources of information and bases of calculations set out in this
announcement. Appendix III details those Nestor Directors and other Nestor
Shareholders who have given irrevocable undertakings and Appendix IV contains
definitions of certain expressions used in this summary and in this
announcement.
Enquiries:
Saga / Acromas
Tel: +44 (0) 1303 776 023
Andrew Goodsell, Executive Chairman
Stuart Howard, Chief Financial Officer
Credit Suisse (financial adviser to Saga and Acromas)
Tel: +44 (0) 20 7888 8888
George Maddison
Madelaine McTernan
Faisal Tabbah
Brunswick Group (PR adviser to Saga and Acromas)
Tel: +44 (0) 20 7404 5959
David Yelland
James Olley
Nestor
Tel: +44 (0) 1707 286 817
John Rennocks, Chairman
John Ivers, Chief Executive
Investec (financial adviser and broker to Nestor)
Tel: +44 (0) 20 7597 5970
Martin Smith
Gary Clarence
Citigate Dewe Rogerson (PR adviser to Nestor)
Tel: +44 (0) 20 7638 9571
Toby Mountford
Ged Brumby
This announcement is not intended to and does not constitute, or form part of,
any offer to sell or subscribe for or an invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance
or transfer of securities of Nestor in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely by means of the Scheme
Document, which will contain the full terms and conditions of the Acquisition,
including details of how to vote in favour of the Acquisition. Any vote in
respect of the Acquisition should be made only on the basis of information in
the Scheme Document. Nestor Shareholders are advised to read the formal
documentation in relation to the Acquisition carefully, once it has been
dispatched.
Whether or not certain Nestor Shares are voted at the Court Meeting or the
General Meeting, if the Scheme becomes Effective, those Nestor Shares will be
cancelled pursuant to the Scheme in return for the payment of 110 pence in cash
per Nestor Share.
Credit Suisse Securities (Europe) Limited ("Credit Suisse"), which is authorised
and regulated by the Financial Services Authority in the United Kingdom, is
acting for Saga and Acromas and for no one else in connection with the contents
of this announcement or any matter referred to herein and will not be
responsible to any person other than Saga and Acromas for providing the
protections afforded to clients of Credit Suisse, nor for providing advice in
relation to the contents of this announcement or any matter referred to herein.
Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Credit Suisse in connection with this
announcement, any statement contained herein or otherwise.
Investec Investment Banking, a division of Investec Bank plc ("Investec"), which
is authorised and regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Nestor and for no one else in connection
with the contents of this announcement, any matter referred to herein and the
Acquisition and will not be responsible to any person other than Nestor for
providing the protections afforded to clients of Investec, nor for providing
advice in relation to the contents of this announcement, any matter referred to
herein and the Acquisition. Neither Investec nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Investec in
connection with this announcement, any statement contained herein or otherwise.
Notice to US holders of Nestor Shares
The Scheme relates to the shares of an English company that is a "foreign
private issuer" as defined under Rule 3b-4 under the US Exchange Act and will be
governed by English law. Neither the proxy solicitation rules nor the tender
offer rules under the US Exchange Act will apply to the Scheme. Moreover, the
Scheme will be subject to the disclosure requirements and practices applicable
in the UK to schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer rules.
Financial information included or referred to in this announcement or the Scheme
Document, or which may be incorporated by reference into the Scheme Document,
has been or will have been prepared in accordance with accounting standards
applicable in the UK that may not be comparable to the accounting standards
applicable to financial statements of US companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the US. If Saga elects to implement the acquisition of the Nestor
Shares by way of an Offer, the Offer will be made in compliance with applicable
US tender offer and securities laws and regulations.
Nestor and Saga are each organised under the laws of England. All of the
officers and directors of Nestor and Saga are residents of countries other than
the United States. It may not be possible to sue Nestor and Saga in a non-US
court for violations of US securities laws. It may be difficult to compel
Nestor, Saga and their respective affiliates to subject themselves to the
jurisdiction and judgment of a US court.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Saga or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase Nestor
Shares outside of the United States, other than pursuant to the Acquisition,
until the date on which the Acquisition and/or Scheme becomes Effective, lapses
or is otherwise withdrawn. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the UK, will
be reported to the Regulatory Information Service of the London Stock Exchange
and will be available on the London Stock Exchange website at
http://www.londonstockexchange.com/prices-and-news/pricesnews/home.htm.
Overseas Shareholders
The availability of the Acquisition or the distribution of this announcement to
Nestor Shareholders who are not resident in the United Kingdom may be affected
by the laws of their relevant jurisdictions in which they are located or of
which they are citizens. Such persons should inform themselves of, and observe,
any applicable legal or regulatory requirements of their jurisdictions. Nestor
Shareholders who are in any doubt regarding such matters should consult an
appropriate independent professional adviser in the relevant jurisdiction
without delay. Further details in relation to overseas shareholders will be
contained in the Scheme Document.
Forward-looking statements
This announcement, oral statements made regarding the Acquisition and other
information published by Saga, Acromas and/or Nestor or their respective
affiliates may contain certain statements that are or may be forward-looking.
These statements are based on the current expectations of the management of
Saga, Acromas and/or Nestor (as applicable) and are naturally subject to
uncertainty and changes in circumstances. The forward-looking statements
contained herein may include statements about the expected effects of the
Acquisition, the expected timing and scope of the Acquisition, anticipated
earnings enhancements, estimated cost savings and other synergies, costs to be
incurred in achieving synergies, potential disposals and other strategic options
and all other statements in this announcement other than historical facts.
Forward-looking statements include, without limitation, statements that
typically contain words such as: "will", "may", "should", "could", "continue",
"believes", "expects", "intends", "estimates", "anticipates", "aims", "targets",
"plans" and "forecasts" or words of similar import. The forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking statements. Many
of these risks and uncertainties relate to factors that are beyond the ability
of the person making the statement to control or estimate precisely, such as
future market conditions and the behaviour of other market participants. Other
unknown or unpredictable factors could also cause actual results to differ
materially from those in the forward looking statements. Therefore investors
should not place undue reliance on such statements as a prediction of actual
results. Saga, Acromas and Nestor and their respective affiliates assume no
obligation and do not intend to update these forward-looking statements, whether
as a result of new information, future events or otherwise, except as required
pursuant to applicable law.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is, or becomes, "interested"
(directly or indirectly) 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. An "Opening
Position Disclosure" by a person to whom Rule 8.3(a) of the Code 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 Code, any person who is, or becomes, interested in one
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 of the Code. A "Dealing Disclosure" by a person to whom Rule
8.3(b) of the Code 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 of the Code.
"Opening Position Disclosures" must also be made by the offeree company and by
any paper offeror and "Dealing Disclosures" must also be made by the offeree
company, by any paper offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4 of the Code).
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.
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 of the Code, you should contact an
independent financial adviser authorised by the FSA under FSMA or consult the
Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone
number +44 (0) 20 7638 0129.
Publication on website
A copy of this announcement will be available free of charge on Nestor's website
at www.nestorplc.co.uk by no later than 12.00 p.m. (London time) on 7 December
2010.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION
PART A. CONDITIONS TO THE ACQUISITION
1. The Acquisition is conditional upon the Scheme becoming
unconditional and becoming Effective subject to the Code, by no later than 31
March 2011 or such later date (if any) as Saga and Nestor may, with the consent
of the Panel, agree and (if required) the Court may allow.
2. The Scheme is conditional on:
(a) the approval by a majority in number of the holders of Nestor Shares
present, entitled to vote and voting at the Court Meeting, or at any adjournment
thereof, either in person or by proxy, representing not less than three-quarters
in value of the Nestor Shares held by such holders;
(b) the special resolution required to approve and implement the Scheme
(including, without limitation, to amend Nestor's articles of association) that
will be set out in a notice of General Meeting being duly passed by the
requisite majority of the Nestor Shareholders at such General Meeting, or at any
adjournment thereof;
(c) the sanction of the Scheme and confirmation of the Reduction of
Capital involved therein by the Court (in both cases with or without
modifications, on terms reasonably acceptable to Nestor and Saga); and
(d) an office copy of the Court Order and the Statement of Capital being
delivered for registration to the Registrar of Companies or, if the Court so
orders, the registration of the Court Order by him.
3. The Acquisition is also conditional on the following conditions
having been satisfied or, where applicable, waived and accordingly the necessary
actions to make the Scheme Effective will not be taken unless such conditions
have been so satisfied or waived:
(a) the proposed acquisition of Nestor by Saga or any matter arising from
or relating to that proposed acquisition not having been referred to the
Competition Commission at any time prior to the date of the Court Hearing;
(b) no government or governmental, quasi governmental, supranational,
statutory, administrative or regulatory body, authority, court, trade agency,
association, institution or environmental body (each a "Relevant Authority")
having instituted, implemented or threatened any action, proceedings, suit,
investigation, enquiry or reference, or made, proposed or enacted any statute,
regulation, order or decision or taken any other steps and there not continuing
to be outstanding any statute, regulation, order or decision, which would or
might:
(i) make the Acquisition or its implementation or the acquisition or
proposed acquisition of any Nestor Shares, or control of Nestor, by Saga void,
illegal or unenforceable or otherwise materially restrict, restrain, prohibit,
delay or materially interfere with the implementation thereof, or impose
material additional conditions or obligations with respect thereto, or require
material amendment thereof or otherwise materially challenge or interfere
therewith;
(ii) require, prevent or materially delay the divestiture by Nestor or
any of its subsidiaries or subsidiary undertakings or any associated undertaking
or any company of which 20 per cent. or more of the voting capital is held by
the Nestor Group (the "Wider Nestor Group") or by Saga or any of its
subsidiaries or subsidiary undertakings or any associated undertaking or any
company of which 20 per cent. or more of the voting capital is held by the Saga
Group (the "Wider Saga Group") of all or any material portion of their
respective businesses, assets or property or impose any material limitation on
the ability of any of them to conduct their respective businesses or own any of
their respective assets or property, in each case which is material in the
context of the Wider Nestor Group taken as a whole or, as the case may be, the
Wider Saga Group taken as a whole;
(iii) impose any material limitation on or result in a material delay in
the ability of any member of the Wider Nestor Group or the Wider Saga Group to
acquire or to hold or to exercise effectively any rights of ownership of shares
or loans or securities convertible into shares in any member of the Wider Nestor
Group or of the Wider Saga Group held or owned by it or to exercise management
control over any member of the Wider Nestor Group or of the Wider Saga Group to
an extent which is material in the context of the Wider Nestor Group taken as a
whole or, as the case may be, the Wider Saga Group taken as a whole;
(iv) require any member of the Wider Saga Group or the Wider Nestor Group
to acquire or offer to acquire any shares or other securities in any member of
the Wider Saga Group or any member of the Wider Nestor Group where such
acquisition would be adverse to and material in the context of the Wider Nestor
Group taken as a whole or, as the case may be, the Wider Saga Group taken as a
whole; or
(v) otherwise materially and adversely affect the assets, business,
profits or prospects of any member of the Wider Saga Group or of any member of
the Wider Nestor Group;
and all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute, implement or threaten any such
action, proceeding, suit, investigation, enquiry or reference having expired,
lapsed or been terminated;
(c) all necessary notifications and filings having been made, all
applicable waiting periods (including any extensions thereof) under any
applicable legislation or regulations of any jurisdiction having expired, lapsed
or been terminated, in each case in respect of the Acquisition or its
implementation or the acquisition or proposed acquisition of any Nestor Shares,
or of control of Nestor, by Saga, and all authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions and approvals
("Authorisations") necessary or appropriate in any jurisdiction for, or in
respect of, the Acquisition or its implementation or the acquisition or proposed
acquisition of any Nestor Shares, or of control of Nestor, by Saga and to carry
on the business of any member of the Wider Nestor Group (where such business is
material in the context of the Wider Nestor Group taken as a whole) having been
obtained, in terms and in a form satisfactory to Saga, from all appropriate
Relevant Authorities and from any persons or bodies with whom any member of the
Wider Saga Group or the Wider Nestor Group has entered into contractual
arrangements and all such Authorisations remaining in full force and effect and
Saga having no knowledge of an intention or proposal to revoke, suspend or
modify or not to renew any of the same and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with;
(d) except as Disclosed, there being no provision of any arrangement,
agreement, licence, permit or other instrument to which any member of the Wider
Nestor Group is a party or by or to which any such member or any of their assets
is or may be bound, entitled or be subject to and which, in consequence of the
Acquisition or its implementation or the acquisition or proposed acquisition of
any Nestor Shares, or of control of Nestor, by Saga or otherwise, would or
might, to an extent which is material in the context of the Wider Nestor Group
taken as a whole, reasonably be expected to result in:
(i) any material amount of monies borrowed by, or other material
indebtedness (actual or contingent) of, any such member of the Wider Nestor
Group being or becoming repayable or being capable of being declared repayable
immediately or prior to its or their stated maturity or the ability of any such
member of the Wider Nestor Group to borrow monies or incur any indebtedness
being inhibited or becoming capable of being withdrawn;
(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 such member of the Wider Nestor Group or any such security (whenever
arising or having arisen) being enforced or becoming enforceable;
(iii) any such arrangement, agreement, licence or instrument being
terminated or materially adversely modified or any action being taken of a
material adverse nature or any material obligation or material liability arising
thereunder;
(iv) any material assets or interest of any such member of the Wider Nestor
Group being disposed of or charged, or right arising under which any such
material asset or interest could be required to be disposed of or charged, other
than in the ordinary course of business;
(v) the interest or business of any such member of the Wider Nestor Group
in or with any firm or body or person, or any agreements or arrangements
relating to such interest or business, being terminated or materially adversely
modified or affected;
(vi) any such member of the Wider Nestor Group ceasing to be able to carry
on business under any name under which it presently does so, to an extent which
is material in the context of the Wider Nestor Group taken as a whole;
(vii) the creation of any material liabilities (actual or contingent) by any
such member of the Wider Nestor Group; or
(viii) the financial or trading position of any such member being materially
prejudiced or materially adversely affected,
and no event having occurred which, under any provision of any arrangement,
agreement, licence or other instrument to which any member of the Wider Nestor
Group is a party, or to which any such member or any of its assets may be bound,
entitled or subject, could result in any of the events or circumstances as are
referred to in sub-paragraphs ??(i) to ?(viii)? of this paragraph ?(d) occurring
to an extent which is material in the context of the Wider Nestor Group taken as
a whole;
(e) except as Disclosed, no member of the Wider Nestor Group having,
since 31 December 2009:
(i) issued, agreed to issue or proposed the issue of additional shares
or securities of any class which is material in the context of the Wider Nestor
Group taken as a whole, or securities convertible into, or exchangeable for or
rights, warrants or options to subscribe for or acquire, any such shares,
securities or convertible securities (save as between Nestor and wholly owned
subsidiaries of Nestor and save for options granted, and for any Nestor Shares
allotted upon exercise of options or vesting of awards granted, under the Nestor
Share Schemes before the date hereof), or redeemed, purchased or reduced any
part of its share capital;
(ii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend (other than the Second Interim Dividend
of 2.5 pence per Nestor Share announced by Nestor on 6 December 2010) or other
distribution other than to Nestor or a wholly-owned subsidiary of Nestor;
(iii) agreed, authorised, proposed or announced its intention to propose
any merger or demerger or acquisition or disposal of assets or shares which are
material in the context of the Wider Nestor Group taken as a whole (other than
in the ordinary course of trading) or to any material change in its share or
loan capital;
(iv) purchased, redeemed or repaid any of its own shares or other
securities or reduced or made or authorised any other change in its share
capital which is material in the context of the Wider Nestor Group taken as a
whole, otherwise than upon the exercise of rights to subscribe for Nestor Shares
pursuant to options or the vesting of awards granted under the Nestor Share
Schemes before the date hereof in the ordinary course of business in a manner
consistent with past practice;
(v) issued, authorised or proposed the issue of any debentures or incurred
any indebtedness or contingent liability which is material in the context of the
Wider Nestor Group taken as a whole;
(vi) acquired or disposed of or transferred, mortgaged or encumbered any
asset or any right, title or interest in any asset (other than in the ordinary
course of trading) in a manner which is material in the context of the Wider
Nestor Group taken as a whole;
(vii) entered into, varied or terminated, or authorised the entry into,
variation or termination of, any material contract, commitment or arrangement
(whether in respect of capital expenditure or otherwise) which is outside the
ordinary course of business or which is of a long term, onerous or unusual
nature or magnitude or which involves an obligation of a nature or magnitude
which is material in the context of the Wider Nestor Group taken as a whole;
(viii) entered into any contract, commitment or arrangement which would be
restrictive on the business of any member of the Wider Nestor Group or the Wider
Saga Group (other than to a nature and extent which is normal in the context of
the business concerned) where such restriction is material;
(ix) entered into or proposed or announced its intention to enter into any
reconstruction, amalgamation, transaction or arrangement (otherwise than in the
ordinary course of business and save for any solvent reconstruction,
amalgamation, transaction or arrangement), which is material in the context of
the Wider Nestor Group taken as a whole;
(x) taken any action nor having had any steps taken or legal proceedings
started or threatened against it for its winding up or dissolution or for it to
enter into any arrangement or composition for the benefit of its creditors, or
for the appointment of a receiver, administrator, trustee or similar officer if
it or any of its assets (or any analogous proceedings or appointment in any
overseas jurisdiction);
(xi) been unable, or admitted in writing that it is unable, to pay its
debts 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;
(xii) commenced negotiations with any of its creditors or taken any step
with a view to rescheduling or restructuring any of its indebtedness or entered
into a composition, compromise, assignment or arrangement with any of its
creditors whether by way of a voluntary arrangement, scheme of arrangement, deed
of compromise or otherwise;
(xiii) made any alteration to its articles of association which is material
in the context of the Wider Nestor Group taken as a whole;
(xiv) entered into or materially varied or made any offer to enter into or
materially vary (in each case, other than increases in remuneration as provided
for under the terms of the relevant agreement or arrangement) the terms of any
service agreement or arrangement with any of the directors or senior executives
of any member of the Wider Nestor Group;
(xv) waived, compromised or settled any claim which is material in the
context of the Wider Nestor Group; or
(xvi) entered into or made an offer (which remains open for acceptance) to
enter into any agreement, arrangement or commitment or passed any resolution
with respect to any of the transactions or events referred to in this paragraph
?(e);
(f) since 31 December 2009, except as Disclosed:
(i) there having been no adverse change in the business, assets,
financial or trading position or profits or prospects of any member of the Wider
Nestor Group which in any such case is material in the context of the Wider
Nestor Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been instituted, announced or threatened by or against or
remaining outstanding against any member of the Wider Nestor Group and no
enquiry or investigation by or complaint or reference to any Relevant Authority
against or in respect of any member of the Wider Nestor Group having been
threatened, announced or instituted or remaining outstanding which is material
in the context of the Wider Nestor Group taken as a whole; and
(iii) no contingent or other liability having arisen or been incurred
which might reasonably be expected to adversely affect any member of the Nestor
Group in a manner which is material in the context of the Wider Nestor Group
taken as a whole; and
(g) Saga not having discovered that, save as Disclosed:
(i) the financial, business or other information concerning the Wider
Nestor Group which has been disclosed at any time by or on behalf of any member
of the Wider Nestor Group whether publicly (by the delivery of an announcement
to a Regulatory Information Service) or to Saga or its professional advisers,
either contains a material misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not materially misleading;
(ii) any member of the Wider Nestor Group is subject to any liability,
contingent or otherwise, which is not disclosed in the annual report and
accounts of Nestor for the financial year ended 31 December 2009 or in the
interim report for the six months to 30 June 2010 and which is material in the
context of the Wider Nestor Group taken as a whole;
(iii) any past or present member of the Wider Nestor Group has not
complied with all applicable legislation or regulations of any jurisdiction or
any notice or requirement of any Relevant Authority with regard to the storage,
disposal, discharge, spillage, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment or harm human health
which non-compliance would be likely to give rise to any liability (whether
actual or contingent) on the part of any member of the Wider Nestor Group and
which is material in the context of the Wider Nestor Group taken as a whole; or
(iv) there is or is likely to be any obligation or liability (whether
actual or contingent) to make good, repair, reinstate or clean up any property
now or previously owned, occupied or made use of by any past or present member
of the Wider Nestor Group or in which any such member may now or previously have
had an interest under any environmental legislation or regulation or notice,
circular or order of any Relevant Authority in any jurisdiction and which is
material in the context of the Wider Nestor Group taken as a whole.
Conditions ?3?(a) to ?(g) inclusive must be fulfilled, be determined by Saga to
be or remain satisfied or (if capable of waiver) be waived by Saga by 11.59 p.m.
on the date immediately preceding the Court Hearing, failing which the Scheme
shall lapse.
To the extent permitted by law and subject to the requirements of the Panel,
Saga reserves the right to waive all or any of Conditions ?3?(a) to ?(g)
inclusive, in whole or in part. Saga shall be under no obligation to waive or
treat as fulfilled any of Conditions ?3?(a) to ?(g) inclusive by a date earlier
than the date specified above in Condition ?1 for the fulfilment thereof
notwithstanding that the other conditions of the Acquisition 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 Saga is required by the Panel to make an offer for Nestor Shares under the
provisions of Rule 9 of the Code, Saga may make such alterations to any of the
above conditions as are necessary to comply with the provisions of that Rule.
For the purposes of these Conditions, "Disclosed" means in any information as
disclosed in Nestor's annual report and accounts for the year ended 31 December
2009 or as publicly announced through a Regulatory Information Service by or on
behalf of Nestor prior to the date of this announcement or as fairly disclosed
in writing or pursuant to any meeting between representatives of Nestor and Saga
prior to the date of this announcement to Saga, Acromas or any member of the
Wider Saga Group by or on behalf of any member of the Wider Nestor Group.
Save with the consent of the Panel, the Scheme will not proceed if, before the
Court Meeting or the General Meeting (whichever is later), either (i) the
proposed acquisition of Nestor by Saga or any matter arising from or relating to
that proposed acquisition is referred to the Competition Commission; or (ii) the
European Commission either initiates proceedings under Article 6(1)(c) of the
Regulation or makes a referral to a competent authority of the United Kingdom
under Article 9(1) of the Regulation and there is then a reference of the
proposed acquisition of Nestor by Saga or any matter arising from or relating to
that proposed acquisition to the Competition Commission. In such event, none of
Nestor, Saga or any Nestor shareholder will be bound by any term of the Scheme.
PART B. CERTAIN FURTHER TERMS OF THE ACQUISITION
1. Saga reserves the right to elect (with the consent of the Panel) to
implement the Acquisition by way of a takeover offer (as defined in Part 28 of
the Companies Act) as it may determine in its absolute discretion. In such
event, such offer will be implemented on the same terms, so far as applicable,
as those which would apply to the Scheme, subject to appropriate amendments to
reflect the change in method of effecting the Acquisition, which may include
changing the consideration structure under the terms of the Acquisition and
(without limitation and subject to the consent of the Panel) an acceptance
condition set at 75 per cent. (or such lesser percentage, being more than 50 per
cent., as Saga may decide): (i) in nominal value of the shares to which such
offer relates; (ii) of the voting rights attached to those shares; and (iii) of
the voting rights normally exercisable at a general meeting of Nestor,
including, for this purpose, any such voting rights attaching to Nestor Shares
that are unconditionally allotted or issued before the takeover offer becomes or
is declared unconditional as to acceptances, whether pursuant to the exercise of
any outstanding subscription or conversion rights or otherwise.
2. The Nestor Shares are to be acquired by Saga fully paid and free
from all liens, charges and encumbrances, rights of pre emption and any other
third party rights of any nature whatsoever and together with all rights
attaching thereto, including the right to all dividends or other distributions
declared, paid or made after the date hereof other than the Second Interim
Dividend of 2.5 pence per Nestor Share announced by Nestor on 6 December 2010.
3. The availability of the Scheme 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.
4. The Acquisition will be governed by English law and be subject to
the jurisdiction of the English courts and to the conditions set out in this
document and in the formal Scheme Document. The Acquisition will comply with the
applicable rules and regulations of the Financial Services Authority and the
London Stock Exchange and the Code.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement:
(a) Unless otherwise stated, financial information relating to the
Acromas Group has been extracted or derived (without any adjustment) from the
Acromas Holdings Limited audited annual report and accounts for the year ended
31 January 2010, and financial information relating to the Nestor Group has been
extracted or derived (without any adjustment) from the Nestor audited annual
report and accounts for the year ended 31 December 2009.
(b) The value of the Acquisition is calculated on the basis of the
existing issued share capital of Nestor referred to in paragraph (c) below.
(c) As at the close of business on 3 December 2010, being the last
business day prior to the date of this announcement, Nestor had in issue
112,891,379 Nestor Shares. The International Securities Identification Number
for Nestor Shares is GB0006313034.
(d) The fully diluted share capital of Nestor (being 120,668,868 Nestor
Shares) is calculated on the basis of:
? the number of issued Nestor Shares referred to in paragraph (c) above;
and
? any further Nestor Shares which may be issued on or after the date of
this announcement on the exercise of options or the vesting of awards under the
Nestor Share Schemes, amounting in aggregate to 7,777,489 Nestor Shares.
(e) Unless otherwise stated, all prices and closing prices for Nestor
Shares are closing middle market quotations derived from the Daily Official
List.
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
Nestor Directors
The following Nestor Directors have given irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting in relation to the following Nestor Shares:
+----------------------------+--------------+-----------------+
| Name | Number of | Percentage of |
| | Nestor | issued share |
| | Shares* | capital of |
| | | Nestor |
+----------------------------+--------------+-----------------+
| Roger Dye | 150,000 | 0.13% |
+----------------------------+--------------+-----------------+
| Martyn Ellis | 47,292 | 0.04% |
+----------------------------+--------------+-----------------+
| Sir Andrew Foster | 50,000 | 0.04% |
+----------------------------+--------------+-----------------+
| John Rennocks | 437,791 | 0.39% |
+----------------------------+--------------+-----------------+
| Total | 685,083 | 0.61% |
+----------------------------+--------------+-----------------+
* These numbers include Nestor Shares held by family members of the relevant
director to which the irrevocable also relates.
These irrevocable undertakings given by the Nestor Directors will cease to be
binding if: (i) the Scheme Document is not despatched to the Nestor Shareholders
on or before 10 December 2010 or such later time as may be agreed by the Panel
(save that if Saga subsequently elects to proceed by way of an Offer then such
date shall be extended to a date which is 28 days after the date of the press
announcement announcing the change in structure of the Acquisition); or (ii) the
Scheme is not implemented by 31 March 2011, but otherwise remain binding in the
event that a higher competing offer for Nestor is made.
Other Nestor Shareholders
Certain of the Nestor Shareholders have given irrevocable undertakings to vote
in favour of the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting in relation to the following Nestor Shares:
+----------------------------+--------------+-----------------+
| Name | Number of | Percentage of |
| | Nestor | issued share |
| | Shares | capital of |
| | | Nestor |
+----------------------------+--------------+-----------------+
| Gartmore Investment | 32,831,516 | 29.1% |
| Limited | | |
+----------------------------+--------------+-----------------+
| Schroder Investment | 27,673,027 | 24.5% |
| Management Limited | | |
+----------------------------+--------------+-----------------+
| Total | 60,504,543 | 53.6% |
+----------------------------+--------------+-----------------+
The irrevocable undertaking given by Gartmore Investment Limited will cease to
be binding if (i) the Scheme Document is not despatched to the Nestor
Shareholders on or before 31 December 2010 or such later time as may be agreed
by the Panel (save that if Saga subsequently elects to proceed by way of an
Offer then such date shall be extended to a date which is 28 days after the date
of the press announcement announcing the change in structure of the
Acquisition); or (ii) the Scheme is not implemented by 31 March 2011, or (iii)
an announcement is made by a third party before midnight on the 5th day after
the date of despatch of the Scheme Document of a firm intention to make an offer
under Rule 2.5 of the Code (whether by way of a takeover offer or a scheme of
arrangement), for all of the Nestor Shares not already owned by it (or by
persons acting in concert with it) which is not subject to any pre-conditions
and which represents at least a 15 per cent. premium to the value of the
Acquisition.
The irrevocable undertaking given by Schroder Investment Management Limited will
cease to be binding if: (i) the Scheme Document is not despatched to the Nestor
Shareholders on or before 3 January 2011 or such later time up to 17 January
2011 as may be agreed by the Panel (save that if Saga subsequently elects to
proceed by way of an Offer then such date shall be extended to a date which is
28 days after the date of the press announcement announcing the change in
structure of the Acquisition); or (ii) the Acquisition is withdrawn or lapses in
accordance with its terms or otherwise becomes incapable of becoming Effective,
but otherwise will remain binding in the event that a higher competing offer for
Nestor is made.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise:
"Acquisition" means the acquisition of the entire issued and to be issued share
capital of Nestor by Saga in accordance with the terms of the Implementation
Agreement;
"Acromas" means Acromas Holdings Limited, a company incorporated in England and
Wales with registered number 06252766;
"Acromas Group" means Acromas, its subsidiaries or subsidiary undertakings and,
where the context so permits, each of them;
"Alternative Proposal" means any proposal put forward by any third party which
is not acting in concert with Acromas, in respect of, or for: (i) any offer
(construed in accordance with the Code and including any transaction subject to
the Code as referred to in section 3(b) of the Introduction to the Code, whether
or not subject to pre-conditions) for the issued ordinary share capital of
Nestor or the sale (in one transaction or a series of transactions) of the whole
of the assets or undertaking of the Nestor Group, or any part of the same which
is material in the context of the Nestor Group as a whole; or (ii) any
transaction or series of transactions howsoever implemented which, if
implemented, would preclude the Acquisition or its implementation;
"business day" means a day (excluding Saturdays, Sundays and public holidays) on
which banks are generally open for business in the City of London;
"Closing Price" means the closing middle market quotation of a Nestor Share, as
derived from the Daily Official List;
"Code" means the City Code on Takeovers and Mergers, as amended from time to
time;
"Companies Act" means the Companies Act 2006, as amended or re-enacted from time
to time;
"Conditions" means the conditions to the implementation of the Acquisition
(including the Scheme) as set out in Appendix I to this announcement and to be
set out in the Scheme Document;
"Court" means Her Majesty's High Court of Justice of England and Wales;
"Court Hearing" means the hearing of the Court to sanction the Scheme under Part
26 of the Companies Act and to confirm the Reduction of Capital under section
648 of the Companies Act;
"Court Meeting" means the meeting of Nestor Shareholders convened by an order of
the Court pursuant to Part 26 of the Companies Act to consider and, if thought
fit, approve the Scheme (with or without amendment), including any adjournment
thereof, notice of which will be set out in the Scheme Document;
"Court Order" means the order of the Court sanctioning the Scheme under Part 26
of the Companies Act and confirming the Reduction of Capital under section 648
of the Companies Act;
"Credit Suisse" means Credit Suisse Securities (Europe) Limited;
"CREST" means the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear is the Operator (as defined in the CREST
Regulations);
"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI
2001 No. 3755);
"Daily Official List" means the daily official list of the London Stock
Exchange;
"Dealing Disclosure" means an announcement pursuant to Rule 8 of the Code
containing details of dealings in interests in relevant securities of a party to
an offer;
"Dividend Record Date" means the record date for the Second Interim Dividend, as
set out in paragraph 6 of this announcement;
"Effective" means in the context of the Acquisition:
(a) if the Acquisition is implemented by way of the Scheme, the Scheme
having become effective pursuant to its terms; or
(b) if the Acquisition is implemented by way of an Offer, the Offer
having been declared or become unconditional in all respects in accordance with
the requirements of the Code;
"Euroclear" means Euroclear UK & Ireland Limited;
"European Commission" means the executive body of the European Union;
"FSA" means the Financial Services Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as amended from time
to time);
"General Meeting" means the general meeting of Nestor Shareholders convened in
connection with the Acquisition, notice of which will be set out in the Scheme
Document, including any adjournment thereof;
"holder" means a registered holder of shares, including any person entitled by
transmission;
"holding company" has the meaning given to it in section 1159 of the Act;
"Implementation Agreement" means the agreement dated 6 December 2010 and made
between Acromas, Saga and Nestor and relating, among other things, to the
implementation of the Acquisition;
"Investec" means Investec Investment Banking, a division of Investec Bank plc, a
public limited company (incorporated in England and Wales with registered number
00489604), whose registered office is at 2 Gresham Street, London EC2V 7QP;
"Listing, Prospectus, Disclosure and Transparency Rules" means the listing
rules, the prospectus rules and the disclosure and transparency rules issued by
the UK Listing Authority pursuant to Part VI of the Financial Services and
Markets Act 2000;
"London Stock Exchange" means London Stock Exchange plc;
"Longstop Date" means 31 March 2011 or such other date as may be agreed by Saga
and Nestor in writing;
"Nestor" means Nestor Healthcare Group plc a company incorporated in England and
Wales with registered number 01992981;
"Nestor Board" or "Nestor Directors" means the board of directors of Nestor and
"Nestor Director" means any of them;
"Nestor Group" means Nestor, its direct or indirect subsidiaries or subsidiary
undertakings and, where the context so permits, each of them;
"Nestor Share Schemes" means together, the Nestor Healthcare Group Company Share
Option Plan 1996, the Nestor Healthcare Group Employee Share Option Scheme 1996,
the Nestor Healthcare Performance Share Plan; the Nestor Healthcare Group plc
Share Option Plan 2002; and the Nestor Healthcare Group plc 2000 Savings Related
Share Option Scheme;
"Nestor Shareholders" means the holders of Nestor Shares;
"Nestor Shares" means the ordinary shares of nominal value 10 pence each in the
capital of Nestor;
"Offer" means a takeover offer (within the meaning of section 974 of the
Companies Act) for the entire issued and to be issued ordinary share capital of
Nestor (other than any shares held by Saga (if any)) including any amendment or
revision thereto, the full terms of which will be set out in the related offer
document(s);
"Official List" means the Official List of the UK Listing Authority;
"Opening Position Disclosure" means an announcement pursuant to Rule 8 of the
Code containing details of interests or short positions in, or rights to
subscribe for, any relevant securities of a party to an offer;
"Overseas Shareholders" means the Scheme Shareholders who are resident in,
ordinarily resident in, or citizens of, jurisdictions outside the United
Kingdom;
"Panel" means the UK Panel on Takeovers and Mergers;
"Reduction of Capital" means the proposed reduction of Nestor's share capital by
the cancellation of the Scheme Shares provided for in the Scheme pursuant to
section 641 of the Companies Act and as described in this announcement;
"Registrar of Companies" means the Registrar of Companies in England and Wales;
"Regulatory Information Service" means any channel recognised as a channel for
the dissemination of regulatory information by listed companies as defined in
the Listing, Prospectus, Disclosure and Transparency Rules;
"Relevant Authority" means any government or governmental, quasi governmental,
supranational, statutory, administrative or regulatory body, authority, court,
trade agency, association, institution, environmental body or any other person
or body in any jurisdiction;
"Saga" means Saga Group Limited a company incorporated in England and Wales with
registered number 00638891;
"Saga Board" or "Saga Directors" means the board of directors of Saga and "Saga
Director" means any of them;
"Saga Group" means Saga, its direct or indirect subsidiaries or subsidiary
undertakings and, where the context so permits, each of them;
"Scheme" means the scheme of arrangement proposed to be made under Part 26 of
the Companies Act between Nestor and the holders of the Scheme Shares, with or
subject to any modification, addition or condition approved or imposed by the
Court;
"Scheme Document" means the circular in respect of the Scheme to be sent to
(among others) Nestor Shareholders setting out (among other things) the Scheme
and notices convening the Court Meeting and the General Meeting;
"Scheme Effective Date" means the date on which the Scheme becomes Effective;
"Scheme Record Time" means 6.00 pm on the business immediately preceding the
date of the Court Hearing;
"Scheme Shareholders" means holders of Scheme Shares, and a "Scheme Shareholder"
shall mean any one of those Scheme Shareholders;
"Scheme Shares" means all Nestor Shares which are:
(a) in issue at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document but before
the Voting Record Time; and
(c) (if any) issued at or after the Voting Record Time but at or
before the Scheme Record Time either on terms that the original or any
subsequent holders of such Nestor Shares are to be bound by the Scheme or in
respect of which such holders are, or have agreed in writing to be so bound,
excluding, in any case, any Nestor Shares held by or on behalf of the Acromas
Group as at the Scheme Record Time;
"Second Interim Dividend" means the interim dividend proposed to be paid to
Nestor Shareholders by Nestor, as set out in paragraph 6 of this announcement;
"Special Resolution" means the special resolution to be proposed at the General
Meeting;
"Statement of Capital" means the statement of capital approved by the Court
showing, with respect to Nestor's capital, as altered by the Court Order, the
information required by section 649 of the Companies Act;
"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern
Ireland;
"UK Listing Authority" means the FSA acting in its capacity as the competent
authority under Part VI of FSMA;
"United States" or "US" means the United States of America, its territories and
possessions, any state of the United States of America and the District of
Columbia and all other areas subject to its jurisdiction;
"US Exchange Act" means the United States Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder;
"Voting Record Time" means the time and date specified in the Scheme Document by
reference to which entitlement to vote at the Court Meeting will be determined,
expected to be 6.00 p.m. on the day which is two days before the date of the
Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which
is two days before such adjourned meeting;
"Wider Nestor Group" means Nestor or any of its subsidiaries or subsidiary
undertakings or any associated undertaking or any company of which 20 per cent.
or more of the voting capital is held by the Nestor Group; and
"Wider Saga Group" means Saga or any of its subsidiaries or subsidiary
undertakings or any associated undertaking or any company of which 20 per cent.
or more of the voting capital is held by the Saga Group.
For the purposes of this announcement, "parent undertaking", "subsidiary",
"subsidiary undertaking", "undertaking" and "associated undertaking" have the
meanings given by the Companies Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOADDBDDGBGBGGU
Nestor Healthcare (LSE:NSR)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
Nestor Healthcare (LSE:NSR)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025
