TIDMMER TIDMSOR
RNS Number : 3570E
Mears Group PLC
18 December 2009
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The following Announcement is an advertisement and not an Equivalent Document
and Mears Shareholders and Supporta Shareholders should not make any investment
decision in relation to Mears Shares except on the basis of the information in
the Offer Document and Equivalent Document which are proposed to be published by
Mears in due course
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
Embargoed until 7.00 a.m. on 18 December 2009
18 December 2009
RECOMMENDED OFFER
by
Mears Group PLC
for
Supporta plc
Summary of the Offer
* The boards of Mears and Supporta are today pleased to announce that they have
reached agreement on the terms of a recommended offer by Mears to acquire the
entire issued and to be issued share capital of Supporta.
* The Offer will be on the basis of 0.115 New Mears Shares for each Supporta
Share.
* The Offer values the entire issued and to be issued share capital of Supporta at
approximately GBP27.2 million and each Supporta Share at 31 pence (based on the
Closing Price of 269.5 pence per Mears Share on 17 December 2009), representing
a premium of 55 per cent. to the Closing Price of 20 pence per Supporta Share on
28 October 2009 (being the last business day prior to the commencement of the
Offer Period).
* If the Offer is declared unconditional in all respects, Mears will issue up to
10,088,670 New Mears Shares giving Supporta Shareholders up to 11.94 per cent.
of the Enlarged Issued Share Capital.
* The acquisition of Supporta will, inter alia, provide Mears' Domiciliary Care
division with increased scale and thus enable Mears to pursue further, larger
and more comprehensive contracts, particularly given Local Authorities are
increasingly seeking to reduce the number of providers for outsourced services.
* The Supporta Directors, who have been so advised by Brewin Dolphin, consider the
terms of the Offer to be fair and reasonable. In providing advice to the
Supporta Directors, Brewin Dolphin has taken into account the Supporta
Directors' commercial assessment of the Offer. The Supporta Directors intend to
recommend unanimously that Supporta Shareholders accept the Offer as the
Supporta Directors have irrevocably undertaken to do so in respect of their own
beneficial holdings in Supporta comprising, in aggregate, 620,000 Supporta
Shares, representing in aggregate approximately 0.72 per cent. of the existing
issued share capital of Supporta.
* In addition, Mears has received irrevocable undertakings to accept, or procure
the acceptance of, the Offer from certain other Supporta Shareholders in respect
of, in aggregate, 29,508,122 Supporta Shares, representing approximately 34.13
per cent. of Supporta's entire existing issued share capital. Accordingly, Mears
has received irrevocable undertakings to accept, or procure the acceptance of,
the Offer in respect of, in aggregate, 30,128,122 Supporta Shares, representing
approximately 34.85 per cent. of Supporta's entire existing issued share
capital.
The conditions and certain terms of the Offer are set out in the attached
Announcement together with certain information on Supporta and on Mears. Further
information on the Offer, Mears, Supporta, and the expected timetable of
principal events will be set out in the Equivalent Document and the Offer
Document which will be published in due course. This summary should be read in
conjunction with, and is subject to, the full text of the following
Announcement. Appendix II of the following Announcement contains the sources and
bases of certain information used in this summary and in the following
Announcement. Appendix III of the following Announcement contains definitions of
certain terms used in this summary and the following Announcement.
Commenting on the Offer, Bob Holt, Chairman of Mears, said:
"The offer for Supporta is transformational for our Care business. We entered
the Care sector in 2007 to create a partnership approach to Local Authorities'
procurement of domiciliary care services and have built a substantial market
presence during difficult market conditions. Supporta provides quality public
sector services and the amalgamation of the two care brands and their subsequent
rebranding as Mears will provide the care sector with a market leader with
customer service at the very top of its agenda. The combined offer will provide
even greater opportunities to deliver a Care and Repair service in line with
Government commitments.
The Mears management team are committed to provide quality, value for money
services to the public sector.
I welcome Supporta's employees into the Mears family."
Commenting on the Offer, Dr Clive Grace, Chairman of Supporta, said:
"The Mears offer is attractive in both its price and currency. The offer price
is at a significant premium and Mears shares have significantly greater
liquidity than Supporta shares and enable our shareholders to benefit from any
upside accruing from the transaction as shareholders in the enlarged group."
ENQUIRIES
Mears Group PLC
Bob Holt, ChairmanTel: +44(0)7778 798 816
Andrew Smith, Finance DirectorTel: +44(0)7712 866 461
Investec
Keith AndersonTel: +44(0)20 7597 5970
Daniel Adams
Collins StewartTel: +44(0)20 7523 8350
Mark Dickenson
Ileana Antypas
Threadneedle CommunicationsTel: +44(0)20 7936 9666
Trevor Bass
Alex White
Hansard GroupTel: +44(0)7872 061007
John Bick
Supporta plcTel: +44(0)1527 575232
Clive Grace, Chairman
John Jasper, Group Chief Executive
Brewin Dolphin Investment BankingTel: +44(0)845 213 4730
Matt Davis
Sean Wyndham-Quin
Walbrook PR LtdTel: +44(0)20 7933 8787
Paul McManus Mob: +44(0)7980 541893 or paul.mcmanus@walbrookpr.com
Louise Goodeve Mob: +44(0)7823 530346 or louise.goodeve@walbrookpr.com
A conference call for investors and analysts (the "conference call") will be
held at 9.30 a.m. today, 18 December 2009.
The presentation that will be used at the conference call can be found on the
Mears website at http://www.mearsgroup.co.uk. Copies of the Equivalent Document
and Offer Document will be posted to Supporta Shareholders within 28 days,
except with the consent of the Panel, and will also be made available on the
Company's website at that time.
The Offer Document, the Equivalent Document, and (in the case of Supporta Shares
held in certificated form) the Form of Acceptance will be posted to Supporta
Shareholders as soon as practicable and, in any event, except with the consent
of the Panel, within 28 days of this Announcement, other than in relation to a
Restricted Jurisdiction.
The Supporta Directors accept responsibility for the information contained in
this Announcement relating to Supporta and its subsidiaries, themselves and
their immediate families and connected persons. The Mears Directors accept
responsibility for all of the other information contained in the following
Announcement. To the best of the knowledge and belief of the Mears Directors and
the Supporta Directors (who have taken all reasonable care to ensure that such
is the case) the information contained in the following Announcement for which
they are respectively responsible is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Investec Bank Plc, which is authorised and regulated in the United Kingdom by
the Financial Services Authority is acting exclusively for Mears and no one else
in connection with the Offer and will not be responsible to anyone other than
Mears for providing the protections afforded to clients of Investec Bank Plc or
for providing advice in connection with the Offer.
Collins Stewart Europe Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority is acting exclusively for Mears and
no one else in connection with the Offer and will not be responsible to anyone
other than Mears for providing the protections afforded to clients of Collins
Stewart Europe Limited or for providing advice in connection with the Offer.
Brewin Dolphin Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Supporta and no
one else in connection with the Offer and will not be responsible to anyone
other than Supporta for providing the protections afforded to clients of Brewin
Dolphin Limited or for providing advice in relation to the Offer.
The release, publication or distribution of the following Announcement in
jurisdictions other than the United Kingdom may be restricted by law and,
therefore, any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any
applicable requirements. The following Announcement has been prepared in
accordance with English law, the Code and the Disclosure and Transparency Rules
and information disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside England.
The following Announcement does not constitute an offer or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will
be made solely by means of the Offer Document, an advertisement to be published
in the London Gazette and the Form of Acceptance (in respect of certificated
Supporta Shares), which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Any acceptance or other
response to the Offer should be made only on the basis of the information in the
Offer Document, the Form of Acceptance (in the case of certificated Supporta
Shares) and the Equivalent Document.
Unless otherwise determined by Mears and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in or into, or
by the use of the mails or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce,
or any facility of a national securities exchange, of a Restricted Jurisdiction
(including the United States, Canada, Australia or Japan) and the Offer will not
be capable of acceptance by any such use, means, instrumentality or facility or
from within a Restricted Jurisdiction. Accordingly, copies of the following
Announcement are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from a Restricted
Jurisdiction and persons receiving the following Announcement (including,
without limitation, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from a Restricted
Jurisdiction. Doing so may render invalid any purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
The New Mears Shares to be issued in connection with the Offer have not been,
nor will they be, registered under the US Securities Act or under the securities
laws of any state of the United States; the relevant clearances have not been,
nor will they be, obtained from the securities commission of any province or
territory of Canada; no Prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; and the New Mears Shares have not been, nor will they be, registered
under or offered in compliance with applicable securities laws of any state,
province, territory or jurisdiction of Canada, Australia or Japan. Accordingly,
the New Mears Shares are not being and may not be (unless an exemption under
relevant securities laws is applicable) offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Canada, Australia or Japan
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of, or require registration thereof in, such jurisdiction or to,
or for the account or benefit of, any United States, Canadian, Australian or
Japanese person.
Applications will be made to the UK Financial Services Authority, the London
Stock Exchange, and to PLUS for the New Mears Shares to be admitted to listing
on the Official List, to trading on the London Stock Exchange's market for
listed securities, and to trading on the PLUS-Listed Market respectively.
The New Mears Shares are not being offered to the public by means of the
following Announcement.
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Supporta or Mears all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. on the Business Day following the date of
the relevant transaction. This requirement will continue until the date on which
the Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the "offer period" otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of
Supporta or Mears, they will be deemed to be a single person for the purpose of
Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Supporta or Mears by Mears or Supporta, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon on the
business day following the date of the relevant transaction (unless the
"dealing" is for discretionary clients and the associate is an "exempt fund
manager" in which case the "dealing" must be privately disclosed in accordance
with Notes 4(b) and 5(b) to Rule 8 of the Code).
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any agreement
to purchase, option in respect of, or derivative referenced to, securities.
Terms in quotations marks are defined in the Code, which can also be found on
the Panel's website. If you are in any doubt as to the application of Rule 8 of
the Code to you, please contact an independent financial adviser authorised
under the Financial Services and Markets Act 2000 (as amended), consult the
Panel's website or contact the Panel on telephone number +44 (0) 20 7382 9026 or
fax +44 (0) 20 7638 1554. 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 consult
the Panel.
If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Markets Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.
Copies of this Announcement can be found at Mears' and Supporta's websites at
www.mearsgroup.co.uk and www.supportaplc.com respectively.
This Announcement is an advertisement and not an Equivalent Document and Mears
Shareholders and Supporta Shareholders should not make any investment decision
in relation to Mears Shares except on the basis of the information in the Offer
Document and Equivalent Document which are proposed to be published by Mears in
due course
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
Embargoed until 7.00 a.m. on 18 December 2009
18 December 2009
RECOMMENDED OFFER
by
Mears Group PLC
for
Supporta plc
1. Introduction
The boards of Mears and Supporta are today pleased to announce the terms of a
recommended offer to be made by Mears, to acquire the entire issued and to be
issued ordinary share capital of Supporta.
2. The Offer
The Offer, which will be subject to the conditions and further terms set out in
Appendix I to this Announcement, in the Offer Document, the Equivalent Document
and (in respect of certificated Supporta Shares) in the Form of Acceptance, will
be made by Mears, on the following basis:
for each Supporta Share 0.115 of a New Mears Share
Based on the Closing Price of a Mears Share of 269.5 pence on 17 December 2009
(being the last business day prior to the publication of this Announcement), the
Offer values the entire issued and to be issued share capital of Supporta at
approximately GBP27.2 million and each Supporta Share at 31 pence.
At 31 pence, the Offer Price represents:
* a premium of approximately 55.0 per cent. to the Closing Price of 20 pence for
each Supporta Share on 28 October 2009, being the last business day prior to the
commencement of the Offer Period; and
* a premium of approximately 26.5 per cent. to the Closing Price of 24.5 pence for
each Supporta Share on 17 December 2009, being the last business day prior to
the publication of this Announcement.
Fractions of a New Mears Share will not be allotted or issued pursuant to the
Offer. Immediately following Admission, assuming that the maximum number of
10,088,670 New Mears Shares are issued pursuant to the Offer and that no other
Mears Shares are issued in the period from the publication of this Announcement
to Admission, it is expected that Supporta Shareholders will hold approximately
11.94 per cent. of the Enlarged Issued Share Capital.
Applications will be made to the UK Financial Services Authority, to the London
Stock Exchange and to PLUS for the New Mears Shares to be admitted to the
Official List, to trading on the London Stock Exchange's Main Market for listed
securities and to trading on the PLUS-Listed Market respectively.
The Offer is conditional upon, inter alia, the Offer becoming unconditional as
to acceptances and Admission.
Details of the conditions and certain further terms of the Offer are set out
below and in Appendix I to this Announcement. The expected timetable of
principal events will be set out in the Equivalent Document, which will be
published in due course. The Offer Document, the Equivalent Document and the
Form of Acceptance will, except with the consent of the Panel, be posted within
28 days of the Announcement.
3. Irrevocable undertakings
The Supporta Directors who hold Supporta Shares have entered into irrevocable
undertakings to accept, or procure the acceptance of, the Offer in respect of
their beneficial interests in Supporta Shares amounting, in aggregate, to
620,000 Supporta Shares, representing approximately 0.72 per cent. of the entire
existing issued ordinary share capital of Supporta. All of these undertakings
remain binding, even in the event of a higher competing offer for Supporta,
unless the Offer lapses or is withdrawn.
Mears has also received undertakings from another Supporta Shareholder to accept
the Offer in respect of, in aggregate, 18,442,780 Supporta Shares, representing
approximately 21.33 per cent. of the entire existing issued share capital of
Supporta. These undertakings will lapse and be of no effect if, inter alia, the
Offer does not become or is not declared unconditional in all respects or if a
third party announces a firm intention to make an offer under Rule 2.5 of the
Code for all of the issued share capital of Supporta which values an ordinary
share in Supporta at 10 per cent. (or more) higher than the value under the
Offer and which is not matched or exceeded by Mears within the normal time
limits laid down by the Code.
Mears has also received undertakings from certain other Supporta Shareholders to
accept the offer in respect of, in aggregate, 7,099,675 Supporta Shares,
representing approximately 8.21 per cent. of the entire existing issued share
capital of Supporta. These undertakings will lapse and be of no effect if, inter
alia, the Offer does not become or is not declared unconditional in all respects
or if a third party announces a firm intention to make an offer under Rule 2.5
of the Code for all of the issued share capital of Supporta which values an
ordinary share in Supporta at 5 per cent. greater than the value under the Offer
and which is not matched or exceeded by Mears within 7 days.
Mears has also received undertakings from another Supporta Shareholder to accept
the offer in respect of, in aggregate, 3,965,667 Supporta Shares, representing
approximately 4.59 per cent. of the entire existing issued share capital of
Supporta. These undertakings will lapse and be of no effect if, inter alia, the
Offer does not become or is not declared unconditional in all respects or if a
third party announces a firm intention to make an offer under Rule 2.5 of the
Code for all of the issued share capital of Supporta which values an ordinary
share in Supporta at higher than the value under the Offer and which is not
matched or exceeded by Mears within the normal time limits laid down by the
Code.
Accordingly, Mears has received irrevocable undertakings to accept, or procure
the acceptance of, the Offer from Supporta Shareholders in respect of, in
aggregate, 30,128,122 Supporta Shares, representing approximately 34.85 per
cent. of Supporta's entire existing issued share capital.
Further details of these irrevocable undertakings are set out in Appendix II to
this Announcement.
4. Financing of the Offer and the New Facility
Mears is acquiring Supporta by way of a share-for-share exchange offer.
Supporta has borrowings which at 30 September 2009 amounted to GBP17.5 million.
In addition, Supporta held cash and cash equivalents of GBP0.2 million as at
that date. Mears has entered into the New Facility which will enable it to:
* refinance the existing Supporta debt;
* provide additional borrowing headroom for the Enlarged Group; and
* pay for expenses incurred in respect of the Offer, which in total are estimated
to be GBP2.5 million for the transaction as a whole.
The New Facility is comprised of a single GBP85.0 million revolving credit
facility that expires on 30 June 2013 which replaces the existing Mears
facilities. Of this facility, GBP65.0 million is available to the Group and is
not subject to the Offer being declared unconditional in all respects. The
remaining GBP20.0 million becomes available only in the event that the Offer is
declared unconditional in all respects in order to repay Supporta's existing
debt. In the event that the Offer is not declared unconditional in all respects
or otherwise lapses, the requirement to refinance Supporta's existing debt falls
away and the additional GBP20.0 million facility will cease to be available to
the Group.
5.Information on Mears
(a) Introduction
Mears was floated on AIM in October 1996 and has since become a leading provider
of outsourced services to the public sector. The Group operates across two core
divisions, that of Social Housing and Domiciliary Care.
The Social Housing division provides rapid response and planned maintenance to
Local Authorities and other Registered Social Landlords in the UK, and is also a
provider of capital improvement works, such as the Decent Homes programme, which
aims to ensure all social housing meets set standards of decency.
The Domiciliary Care division provides support to people, mainly those over 65
years of age, who remain in their own homes through the provision of personal
care services, which are delivered principally as part of outsourcing
arrangements with Local Authorities. The scope of the service has been extended
in some areas to include adults with learning difficulties.
In addition, Mears has a Mechanical and Electrical division operated through its
subsidiaries, Haydon and Scion, which includes a full in-house design and build
service.
(b) History of Mears
The business of Mears was initially established in 1988, and since 1992 has
provided response housing maintenance services to Local Authorities and other
Registered Social Landlords through fixed term contractual agreements. Since
then, the Group has grown both organically and by acquisition. The key
developments and acquisitions since this time are set out below:
* Bob Holt, Executive Chairman and Chief Executive Officer, acquired an interest
in Mears in February 1996 to prepare Mears for flotation.
* In October 1996, the Company was admitted to trading on the AIM Market at a
flotation price of 10 pence per share.
* Acquisition of Haydon in 1999.
* Acquisition of Careforce in 2007.
* During 2007 and 2008, Mears acquired a number of relatively small domiciliary
care providers to augment the acquisition of Careforce.
* Admission to the Official List of the Financial Services Authority in June 2008.
* Acquisition of 3C Asset Management Limited in January 2009.
(c) Principal activities
Mears operates its business in three main areas: social housing, domiciliary
care, and mechanical and electrical services.
Social Housing
Mears holds a number of long term contracts with a number of Local Authorities,
housing associations and other Registered Social Landlords. Mears competes for
contracts through a tendering process under two main tender types, namely
revenue works (response, void and planned maintenance) and planned improvement
capital works.
Revenue works contracts tend to be for a minimum of 3 years but often are longer
and require Mears to undertake all reactive maintenance for a specified area
within a town, city or geographical area. The work normally involves repairing
any aspect of the internal, external and communal fabric of the stock of social
homes covered by the contract. The work is usually high volume and low value,
with a typical job size of GBP100. Tasks include mending broken windows and
doors and repairing plumbing and electrical faults. The work requires Mears to
provide a 24 hour service and tasks are carried out under predetermined priority
levels.
Capital works projects entail the upgrading and improvement of certain aspects
of the social homes and carry a higher value of capital spend per property.
Registered Social Landlords secure funding for capital works projects from
Central Government after undergoing an inspection by the Audit Commission.
Depending on the outcome of the audit an award of monies will be made to
modernise the homes. The funding is provided typically to cover new kitchens,
bathrooms, windows, rewiring, insulation works, external cladding, heating
systems and roofing works. It is important to note that the Directors expect
that extensive capital investment programmes will continue to be required beyond
the completion of the current Decent Homes programme. The Decent Homes programme
was established to bring the UK's social housing stock up to a minimum standard
and is set to continue until 2012.
Mears' customer base extends throughout England and Scotland. The Social Housing
division is not currently represented in Wales although there have been
contracts there in the past. Customers based in the North of England and
Midlands include Local Authorities such as Wigan, Sedgefield, Birmingham,
Newcastle, Leeds, Grimsby and Wakefield. In the south of the country the Group
works from Bodmin through to Broadstairs with major centres in Hackney,
Richmond-upon-Thames, Brighton, Watford, Croydon, Welwyn Garden City and many
other conurbations. In Scotland, Mears is represented by Laidlaw Scott, based in
Glasgow but operating across Scotland, which Mears acquired in June 2006.
The Social Housing division generated revenues of GBP282.0 million and operating
profit before the amortisation of acquisition intangibles of GBP17.1 million for
the year ended 31 December 2008. This represents 67.1 per cent. and 76.9 per
cent. respectively of the Group's consolidated results.
Domiciliary Care
In April 2007, Mears entered the domiciliary care sector through the acquisition
of Careforce. Careforce provides domiciliary care services to individuals who
are usually over 65 years of age, or in some cases adults with learning
difficulties, who remain in their own homes through the provision of personal
care services. Personal care includes washing, dressing, the administration of
medicines and supporting the mobility of the individuals concerned. The
Domiciliary Care division also provides more domestic tasks such as shopping,
cleaning and preparing meals. These services are delivered principally as part
of outsourcing arrangements with Local Authorities, a similar type of customer
to which Mears provides services through its Social Housing division.
The Directors believed domiciliary care to be an attractive and significant
market that would provide Mears with substantial growth opportunities. The
Government policy towards the personalisation of domiciliary care services,
combined with the need to integrate care and housing services, leaves Mears well
placed. In addition, the Directors believed that entering this market would
improve Mears' positioning in providing services under the Sustainable
Communities policy as it develops.
Since the acquisition of Careforce, Mears has helped establish Careforce as a
leading domiciliary care
provider through a twin strategy of adding tactical acquisitions, such as Pooks
Care Limited and Complete Care Limited while at the same time winning tenders in
over 10 new Local Authority areas. The Domiciliary Care division is located
primarily in England but also has a strong base in Northern Ireland and one
branch in Wales. Mears recruits its own care workers and has a strong ethos of
investment in the ongoing training and development of its staff.
The Domiciliary Care division generated revenues of GBP54.6 million and
operating profit before the amortisation of acquisition intangibles of GBP3.1
million for the year ended 31 December 2008. This represents 13.0 per cent. and
13.8 per cent. respectively of the Group's consolidated results.
Mechanical & Electrical
Mears' Mechanical and Electrical division specialises in the design and
installation of mechanical and electrical services for residential developments
and other major projects, including new build, refurbishment and aftercare
maintenance. It operates across a number of markets, with specialist dedicated
divisions, including commercial (e.g. offices and warehouses), healthcare (e.g.
residential care homes and hospitals), education (e.g. schools), facilities
management and residential (e.g. housing associations). The Mechanical and
Electrical division has recently won two contracts to work on the London 2012
Olympics Athletes' Village.
The Mechanical and Electrical division generated revenues of GBP78.0 million and
operating profit before the amortisation of acquisition intangibles of GBP2.1
million for the year ended 31 December 2008. This represents 18.6 per cent. and
9.3 per cent. respectively of the Group's consolidated results.
(d) Key strengths
The Directors believe that the following are Mears' key strengths:
* a strong client base of Local Authorities;
* its experience and expertise in successfully providing services to Government
funded housing bodies and to end users living in social housing;
* ability to cross-sell services into Local Authorities, made even more important
given the Government's own service integration agenda;
* high visibility over future revenues with an order book which at 14 December
2009 stood at GBP1.8 billion;
* a track record of profit growth with compound annual growth in excess of 35 per
cent. since listing on AIM in October 1996;
* a cash generative business;
* a proven management team; and
* good organic and acquisition growth opportunities in both prime markets of
social housing and domiciliary care.
(e) Strategy
Growing Mears' presence in the UK domiciliary care market is a significant
element of the Group's long-term strategy. This market continues to feature a
relatively large number of small contracts and low levels of customer trust in
poor quality service providers. However, through careful and targeted investment
since the Group's acquisition of Careforce in April 2007, Mears has been one of
the leaders in transforming the domiciliary care market. The Directors believe
that, supported by government policy, the UK domiciliary care market will evolve
towards a partnership approach similar to that of the social housing sector, and
Mears has already begun to see examples of such an approach with its customers.
Mears' model of recruiting its own care workers and its strong ethos of
investment in the ongoing training and development of its staff means it is well
placed to take advantage of this evolution. The Directors consider the
acquisition of Supporta, which the Mears Directors believe will make the Group
the clear leader in the UK domiciliary care market, to be the logical next step
in order to provide Mears with greater scale to effectively pursue further and
larger contracts in this fragmented market.
Furthermore, the Directors believe that, as growing emphasis is placed on
larger, longer term contracts and other forms of innovative partnerships with
Local Authorities and other Registered Social Landlords, the social housing
space will continue to offer Mears' social housing division significant
long-term growth opportunities.
The Group also continues to seek organic growth through enhancing the breadth of
its service and value offering through the development of its "Care and Repair"
offering which seeks to integrate the service offerings of its Social Housing
and Domiciliary Care divisions. The integration of services around the home aims
to contribute to a high quality of life for the residents of the community by
meeting diverse needs and providing choice to the relevant users of the service.
This approach is in line with Government policy for Sustainable Communities.
Further consolidation opportunities to increase the Group's scale within its two
primary end-markets will continue to be explored. The Directors have also
identified a number of areas which address the wider Sustainable Communities
opportunity and continue to assess suitable opportunities to broaden the scope
of Mears' existing services to address this opportunity.
6. Financial effects of the Acquisition
The Mears Directors believe that the Acquisition will enhance earnings per share
after expected cost savings for the year ending 31 December 2010.
Nothing in this Announcement is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings per Mears or Supporta Share
for the current or future financial years, or those of the Enlarged Group, will
necessarily match or exceed the historical published earnings per Mears or
Supporta share.
7.Information on Supporta
(a) Introduction
Supporta is a provider of support services to Local Authorities in the UK and
operates through three divisions, Supporta Care, Supporta TerraQuest and
Supporta Datacare. The majority of Supporta's revenue is derived through
Supporta Care which provides domiciliary care support to patients in the UK. The
remainder of Supporta's income is derived from Supporta TerraQuest and Supporta
Datacare. Supporta TerraQuest provides business process outsourcing and land &
property consultancy services and Supporta Datacare provides secure records
management services to public and private sector organisations in the UK. In the
year to 31 March 2009, Supporta's care business secured 5,300 hours of new care
contracts and had 7,000 hours of care contracts renewed. In addition to this,
15,000 hours of contract extensions were secured.
(b) Business overview
Supporta has grown through a combination of organic and acquisitive growth.
Supporta first entered the domiciliary care market in September 2004 through the
acquisition of the goodwill, fixed assets and business of Quality Care.
In June 2006, the Supporta Datacare business was acquired, followed by Supporta
TerraQuest in December 2006. Supporta has also previously acquired businesses
providing, amongst other things, payroll services and architectural services.
These businesses have either been sold off or closed down.
The remaining businesses are Supporta Care, Supporta TerraQuest and Supporta
Datacare.
Supporta Care
Supporta Care is one of the largest providers of care at home in the UK
currently providing in excess of 60,000 hours of care per week through 23
offices. Supporta Care's services include the following:
* Live-in Care and Respite Services - provides an alternative to nursing or
residential care and gives patients the opportunity to remain in their own home.
* Palliative Care - A bespoke service is provided to offer flexible and
sympathetic care to the terminally ill and their families.
* Rapid Response - This service is provided at short notice to enable speedy
hospital discharges or prevent admissions which can be a significant problem for
health and social care services.
* Extra Care Schemes - A number of support services are managed and provided to
five care schemes nationally. These services incorporate a range of needs from
that of supported living to complex dual sensory impairment.
Supporta TerraQuest
Supporta TerraQuest is a multi-disciplinary land and property consultancy
providing services relating to land and town planning and transformational
services. Part of this division was a business process outsourcing function and
a property portal which delivers an information management system for property
acquisition and development professionals. These services are delivered to local
authorities and regeneration agencies, transport, utilities and property
developers and government bodies, helping to improve the management of land
assets and accelerate the development of property portfolios.
Supporta Datacare
Supporta Datacare provides records management services to public and private
sector clients which range from physical storage to records management and
document tracking. In addition, the division facilitates a range of data
conversion and scanning services, including digitisation and document shredding.
Supporta Datacare supports clients in the pharmaceutical, legal and financial
services sectors as well as Local and Central Government, and the NHS.
For the year ended 31 March 2009, Supporta reported revenues of GBP53.5 million;
an operating profit before share based payment charge, impairment, exceptional
items and amortisation on continuing operations of GBP5.1 million; and a profit
before tax, share based payment charge, impairment, exceptional items and
amortisation on continuing operations of GBP3.5 million. The reported loss
before tax, including discontinued operations, was GBP13.7 million. Gross assets
were GBP46.1 million.
For the six months ended 30 September 2009, Supporta reported unaudited revenues
of GBP26.1 million; an operating profit before share based payment charge,
impairment, exceptional items and amortisation on continuing operations of
GBP2.5 million; and a profit before tax, share based payment charge,
amortisation and exceptional items on continuing operations of GBP1.7 million.
The reported profit before tax, including discontinued operations, was GBP0.3
million. Gross assets were GBP46.1 million.
8. Background to and reasons for the Offer
In April 2007, Mears gained entry to the UK domiciliary care market through the
acquisition of Careforce Group plc. The Directors had identified domiciliary
care as a new growth market for the Group to operate in, which is underpinned by
attractive demographic and Government policy trends. In addition, outsourced
domiciliary care services in the UK are procured by Local Authorities, the same
customers that Mears has been dealing with in its larger social housing business
for many years. Entering the domiciliary care market would, at that time, better
position Mears to provide services under the Sustainable Communities framework.
Local Authorities each year spend over GBP3 billion on domiciliary care.
Since the acquisition of Careforce, which at the time was delivering
approximately 45,000 care hours a week, Mears has continued to invest in its
Domiciliary Care division, both in terms of the operational infrastructure and
staff training, and in acquiring further domiciliary care businesses. Since the
acquisition of Careforce, there have been 15 care acquisitions. In addition, a
number of new contracts have been awarded to the Group. The Group currently
provides approximately 90,000 care hours per week.
The Group continually seeks ways to enhance the breadth of service and value
offering to its Local Authority customers in domiciliary care through local
partnerships, which it has done successfully with its Social Housing division.
With this in mind, the Group has developed its "Care and Repair" offering by
combining the Group's social housing repair services with those of its care
operations.
Supporta's main activity is the provision of domiciliary care services through
its Supporta Care division, a business similar to that of Careforce. It
currently provides in excess of 60,000 care hours per week, which would increase
Mears' number of care hours provided per week by over 66 per cent. In addition
to the domiciliary care services, Supporta provides data records management and
land and property services, predominantly to the public sector, through its
Supporta Datacare and Supporta TerraQuest businesses respectively.
On completion of the Offer, the Mears Board will review the Supporta TerraQuest
and Supporta Datacare businesses to determine if they form part of Mears' long
term strategy.
The Mears Directors believe that the benefits to Mears of acquiring Supporta are
as follows:
* the addition of Supporta Care will increase the scale of the Group's Domiciliary
Care division, thus enabling Mears to pursue further, larger and more
comprehensive contracts, particularly given Local Authorities are increasingly
seeking to reduce the number of providers for outsourced services;
* the Supporta Care business is geographically complementary to that of Mears, yet
largely operates in areas where Mears currently has limited or no domiciliary
care presence;
* the Enlarged Group will be able to share best practices between their respective
domiciliary care businesses; and
* certain duplicated costs between Mears and Supporta can been removed.
9. Background to and reasons for recommending the Offer
On 25 June 2007, Supporta announced that it had instituted a strategic review to
strengthen the focus of the company and ensure that Supporta Shareholders are
able to realise the underlying and potential value of Supporta. Since this time,
the Supporta Directors, in conjunction with Supporta's financial advisers,
concluded that:
* the best way to maximise shareholder value would be to continue to grow the
Supporta Care business, both organically and with earnings enhancing
acquisitions; and
* the cost reduction exercise within Supporta Professional Services should
position that business to produce enhanced returns.
Since the conclusion of that review, Supporta has disposed of the Supporta
Architecture and Engineering businesses on 24 March 2009, both of which formed
part of the Supporta Professional Services division, and took the decision on 1
September 2009 to close the Healthcare business which supported a number of NHS
legacy systems which have either been decommissioned or are in the process of
being so. Supporta has also implemented cost saving initiatives in the Supporta
Professional Services division facilitated through closing the central support
function in the Supporta Professional Services division and refocusing the
branding of the business within the Professional Services Division on Supporta
TerraQuest and Supporta Datacare, the two principal remaining operational
companies within the division. The corporate overhead was also substantially
reduced principally by the closure of the Warwick head office premises in
September 2008.
In line with the strategy outlined above, Supporta Care acquired a care business
to supplement its ongoing organic growth in January 2008. Later that year, in
September, Supporta announced that it was in discussions with a party which may
or may not lead to an offer for Supporta. That process was finally concluded in
June 2009 when Supporta announced that offer talks had terminated.
Following the conclusion of this process, it had been the Supporta Directors'
intention to focus on the operational management of the business and not become
embroiled in a further sales process. The Supporta Directors only entered into
discussions with Mears as a result of their confidence in the desire and ability
of Mears to proceed with a formal offer at a price which they believed to be
attractive to Supporta Shareholders.
In recommending Supporta Shareholders to accept the Offer the Supporta Directors
believe the following factors to be of relevance:
* the Offer Price represents an attractive premium to the trading share price of
Supporta Shares;
* the Offer Price is at a premium to the price proposed by other parties at the
termination of previous offer discussions in June 2009;
* Mears has a track record of delivering value to its shareholders which means
that the Supporta Directors are comfortable in recommending Mears Shares to the
Supporta Shareholders;
* the Mears Directors' strategy for the Enlarged Group as set out in paragraph 5
(e), while taking into account the risk factors identified, further details of
which will be published in the Equivalent Document; and
* shareholders in the Enlarged Group are likely to experience a greater level of
share trading liquidity than there has historically been in Supporta due to the
increased market capitalisation of the Enlarged Group over that of Supporta and
the fact that Mears is listed on the Official List of the London Stock Exchange.
Since the announcement on 29 October 2009 placing Supporta into the current
offer period, there has been interest from other potential offerors. No party,
other than Mears, has completed due diligence or announced a formal offer for
Supporta. Supporta is in receipt of indicative interest from another party
however this offer remains conditional upon, amongst other things, due
diligence. Accordingly it is the Supporta Directors' opinion that there can be
no guarantee that any formal offer from this third party or any other parties
will be forthcoming.
The Supporta Directors advise that each Supporta Shareholder should consider
carefully the information set out above in making a decision as to whether to
accept the Offer. This is not intended to be an exhaustive list of relevant
factors and Supporta Shareholders should consider their individual circumstances
carefully before deciding whether to accept the Offer.
For these reasons, the Supporta Directors, who have been so advised by Brewin
Dolphin, Supporta's financial adviser, consider the terms of the Offer to be
fair and reasonable and unanimously recommend that you accept the Offer. In
providing advice to the Supporta Directors, Brewin Dolphin has taken into
account the commercial assessments of the Supporta Directors.
10. Mears' current trading, trends and prospects
The following text has been extracted without material adjustment from Mears'
Interim Management Statement released on 27 October 2009:
"Mears has continued to experience strong trading across all divisions since
announcing the interim results in August 2009. The forecast full year results
are in line with management's expectations.
The Group has announced new contract awards in excess of GBP450m since the
annual results were published on 10 March 2009 and we continue to build on this
strong performance with an order book standing at over GBP1.7bn. The bid
pipeline is strong and we are currently at advanced stages of negotiating
further significant opportunities. We anticipate reporting a record year for
growth in our order book.
The demand for our services has never been stronger. Our two growth markets
social housing and domiciliary care, which account for approaching 90 per cent.
of Group revenues, are defensive markets where spend is largely non
discretionary and afford us substantial immunity from bad debts. Moreover as a
result of our quality partnership relationships with first class public sector
customers, we have not experienced any work delays from our public sector
customers".
"We have close to full visibility of consensus forecast revenues for the current
year and in excess of 72 per cent. of next year's forecast revenues. We have an
experienced management team which has been extremely successful in building our
record forward order book and we are well positioned in a very active contract
bidding market. Additionally, our strengthened management structure will allow
us to successfully deliver future growth. We remain confident in Mears'
prospects for the future as we continue to grow the Group."
On 14 December 2009, Mears announced new contract awards with an initial value
of GBP113 million, which, however, are subject to contract extensions taking the
total worth to in excess of GBP200 million. These contracts have been awarded
across all three of Mears' divisions. In the nine months since Mears announced
its preliminary results for the year ended 31 December 2008, the aggregate total
of new contracts awarded is in excess of GBP550 million with a potential worth
in excess of GBP650 million, subject to contract extensions. This will result in
a record year for Mears in terms of both new contract awards and order book.
Since the Interim Management Statement was released, Mears continues to trade in
line with the Mears Directors' expectations.
11.Dividend policy
For the year ended 31 December 2008, Mears paid a total dividend of 4.75p per
share, comprising an interim dividend of 1.35p and a final dividend of 3.40p. On
18 August 2009, Mears announced its interim results for the period ending 30
June 2009 and declared an interim dividend for the year ending 31 December 2009
of 1.60p per share. Mears operates a progressive dividend policy, taking into
account the underlying long-term prospects of the Company.
Any future dividends will be subject to the availability of sufficient
distributable reserves and cash, taking into account the Company's working
capital and investment requirements.
12. Supporta's current trading, trends and prospects
On 23 November 2009, Supporta announced its unaudited interim results for the
six months ended30 September 2009 showing revenue of GBP26.13 million (2008:
GBP25.92 million), operating profit of GBP2.51 million (2008: GBP1.83 million)
and an order book of GBP93.0 million.
In the interim results statement the Supporta Directors said: "Supporta's
businesses have continued to enhance their reputation for providing excellent
quality services to its customer base over the last six months. This reputation
for quality alongside providing excellent value for money has enabled us to
retain and expand our customer base during the first six months of the year. Our
continued focus on reducing overhead costs within the business has allowed us to
deliver a 37 per cent. increase in operating profits (before share based payment
charge, amortisation and exceptional items) compared to the same period last
year. This is an exceptional result in the current economic environment and has
been driven through the sometimes difficult cost-cutting and restructuring
decisions taken during the last financial year.
The continued focus of the public sector on delivering value for money services
puts us in a good position to improve our competitive position in the expected
squeeze on public sector spending during the next parliament."
The Supporta Directors believe that this statement continues to hold true.
13. Directors, management and employees
Each of the Supporta Directors has agreed to resign from the Supporta Board,
conditional upon, and with effect from the date the Offer becomes or is declared
unconditional in all respects. It is intended that the executive members of the
Supporta Board will remain with the Enlarged Group.
Mears intends to carry out an operational review in the period following the
completion of the Offer in order to identify opportunities for functional
alignment and it is Mears' intention that Supporta's business will be integrated
into Mears' management and control systems. Mears intends to continue to invest
in its Domiciliary Care division in order to build an increased market position
in the UK community and care services market.
The Mears Board recognises the importance of the skills and experience of
Supporta's existing management and employees and believes that opportunities for
them will be enhanced in the event that the Offer completes. In particular, and
subject to the review of the Supporta TerraQuest and Supporta Datacare
businesses referred to in paragraph 8 above, Mears' strategic plans for Supporta
are not expected to have a material impact on employment or the locations of
Supporta's places of business. Nor are they expected to lead to a material
redeployment of Supporta's fixed assets and are not expected to result in any
material changes in the conditions of employment for Supporta employees.
Mears intends that on the Offer becoming unconditional in all respects, the
accrued employment rights, including pension rights, of all management and
employees of Supporta will be fully safeguarded.
14. Supporta Share Option Schemes
The Offer will extend to any Supporta Shares which are issued or unconditionally
allotted and fully paid (or credited as fully paid) before the date on which the
Offer closes (or, subject to the Code, by such earlier date as Mears may
decide), including Supporta Shares issued pursuant to the exercise of options
granted under the Supporta Share Option Schemes or otherwise.
To the extent that such options have not been exercised in full, Mears will make
appropriate proposals to the holders of Supporta Options as soon as reasonably
practicable following the date of the Offer Document.
15. Inducement fee
As an inducement to Mears to make the Offer, Supporta has agreed to pay Mears a
cash fee of GBP268,639 (inclusive of value added tax, except to the extent that
such VAT is recoverable by Supporta), being one per cent. of the value of the
Offer, or such other amount as the Panel may agree, in certain circumstances
including if: (i) another offer for Supporta is received from a third party
which becomes or is declared wholly unconditional; or (ii) if Supporta indicates
that it is no longer in a position to recommend the Offer or the terms of the
recommendation of the Offer are, in the absolute discretion of Mears, adversely
modified.
16.Recommendation
The Supporta Directors, who have been so advised by Brewin Dolphin, consider the
terms of the Offer to be fair and reasonable so far as the Supporta Shareholders
are concerned. In providing advice to the Supporta Directors, Brewin Dolphin
have taken into account the commercial assessments of the Supporta Directors.
Accordingly, the Supporta Directors unanimously recommend that Supporta
Shareholders accept the Offer, as they have irrevocably undertaken to do in
respect of their beneficial holdings amounting to, in aggregate, 620,000
Supporta Shares, representing approximately 0.72 per cent. of the existing
issued ordinary share capital of Supporta.
17.Disclosure of interests in Supporta
Peter Dicks, a non-executive director of Mears, in interested in 40,000 Supporta
Shares
Save for Mr Dicks's holding in Supporta Shares and the undertakings referred to
in paragraph 3 of this Announcement, neither Mears nor, so far as the Mears
Directors are aware, any person acting in concert with it, has any interest in
or right to subscribe for Supporta Shares or has any short position (including
any short positions under a derivative, any agreement to sell or any delivery
obligation or right to require another person to take delivery) in Supporta
Shares, has borrowed or lent any Supporta Shares (save for any borrowed shares
which have been either on-lent or sold) or has any arrangement in relation to
Supporta Shares. For these purposes, "arrangement" includes any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery and borrowing or lending of Supporta Shares. An "arrangement"
also includes any indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature relating to Supporta
Shares which may be an inducement to deal or refrain from dealing in such
securities. "Interest" includes any long economic exposure, whether conditional
or absolute, to changes in the price of securities and a person is treated as
having an "interest" by virtue of the ownership or control of securities, or by
virtue of any option in respect of, or derivative referenced to, securities.
In the interests of secrecy prior to this Announcement, Mears has not made any
enquiries in this respect of certain parties who may be deemed by the Panel to
be acting in concert with it for the purposes of the Offer. Enquiries of such
parties will be made as soon as practicable following the date of this
Announcement and any material disclosure in respect of such parties will be
included in the Offer Document.
18. Further details of the Offer
The Supporta Shares will be acquired under the Offer fully paid and free from
all liens, equities, charges, encumbrances and other interests and together with
all rights attaching to them on or after the date of Admission, including the
right to receive all dividends (if any) declared, made or paid thereafter.
The Offer will extend to all Supporta Shares unconditionally allotted or issued
and fully paid on the date of the Offer (excluding any Supporta Shares already
owned by Mears and treasury shares except to the extent these cease to be held
as treasury shares before such date as Mears may determine) and any Supporta
Shares which are unconditionally allotted or issued and fully paid (including
pursuant to the exercise of options under the Supporta Share Option Schemes)
before the date on which the Offer closes or such earlier date as Mears may,
subject to the City Code, decide not being earlier than the date on which the
Offer becomes unconditional as to acceptances.
Applications will be made to the UK Financial Services Authority, the London
Stock Exchange, and to PLUS for the New Mears Shares to be admitted to listing
on the Official List, to trading on the London Stock Exchange's market for
listed securities, and to trading on the PLUS-Listed Market respectively.
Fractions of a New Mears Share will not be allotted or issued pursuant to the
Offer.
Under the terms of the New Facility if, prior to the Offer being declared
unconditional in all respects, any of the conditions set out in Appendix 1 have
not been satisfied or waived, the lenders (to the extent that the breach of the
relevant condition has a material adverse effect on the combined Mears Group and
Wider Supporta Group) may elect to invoke any such condition. Under those
circumstances, and only with the consent of the Panel, the Offer will lapse and
the GBP20 million element of the New Facility, which is conditional on the Offer
being declared unconditional in all respects, will be withdrawn.
Other than the new facility, there are no agreements or arrangements to which
Mears is a party which relate to the circumstances in which it may or may not
invoke or seek to invoke a condition of the Offer.
19. Equivalent Document
Mears will be required to publish an Equivalent Document in connection with the
issue of the New Mears Shares. The Equivalent Document will be published in due
course and will contain information on, inter alia, the Enlarged Group and the
New Mears Shares.
The expected timetable of principal events will be set out in the Equivalent
Document.
20. Overseas Shareholders
Unless otherwise determined by Mears and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in or into, or
by the use of the mails or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce,
or any facility of a national securities exchange, of a Restricted Jurisdiction
(including the United States, Canada, Australia or Japan) and the Offer will not
be capable of acceptance by any such use, means, instrumentality or facility or
from within a Restricted Jurisdiction. Accordingly, copies of this Announcement
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from a Restricted Jurisdiction and
persons receiving this Announcement (including, without limitation, custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send it
in or into or from a Restricted Jurisdiction. Doing so may render invalid any
purported acceptance of the Offer. The availability of the Offer to persons who
are 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. If you
are in any doubt about your position, you should consult your legal adviser in
the relevant territory without delay.
The New Mears Shares to be issued in connection with the Offer have not been,
nor will they be, registered under the US Securities Act or under the securities
laws of any state of the United States; the relevant clearances have not been,
nor will they be, obtained from the securities commission of any province or
territory of Canada; no Prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; and the New Mears Shares have not been, nor will they be, registered
under or offered in compliance with applicable securities laws of any state,
province, territory or jurisdiction of Canada, Australia or Japan. Accordingly,
the New Mears Shares are not being and may not be (unless an exemption under
relevant securities laws is applicable) offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Canada, Australia or Japan
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of, or require registration thereof in, such jurisdiction or to,
or for the account or benefit of, any United States, Canadian, Australian or
Japanese person.
21. Admission and dealings in the New Mears Shares
Applications will be made to the UK Listing Authority, to the London Stock
Exchange and to PLUS for the New Mears Shares to be admitted to listing on the
Official List, to trading on the London Stock Exchange's market for listed
securities, and to trading on the PLUS-Listed Market respectively. It is
expected that listing will become effective and that dealings for normal
settlement in the New Mears Shares will commence on the first business day
following the day on which the Offer becomes or is declared unconditional in all
respects (save only for the Admission of such shares becoming effective).
22. Compulsory acquisition, cancellation of admission of Supporta Shares to
trading on AIM and re-registration
If Mears receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the Supporta Shares to which the Offer relates
and the Offer becomes or is declared unconditional in all respects, Mears
intends to exercise its rights under sections 974 to 991 (inclusive) of the Act
to acquire compulsorily any remaining Supporta Shares following the Offer
becoming or being declared unconditional in all respects.
When the Offer becomes or is declared unconditional in all respects, and subject
thereto, Mears intends to procure the making of an application by Supporta for
cancellation of the admission to trading of Supporta Shares on AIM. A notice
period of not less than 20 business days prior to the cancellation of listing
and trading will take effect after the Offer becomes or is declared
unconditional in all respects.
The cancellation of the listing will significantly reduce the liquidity and
marketability of any Supporta Shares not assented to the Offer and their value
may be affected in consequence.
23. Issued share capital
In accordance with Rule 2.10 of the Code, Mears confirms that it has 74,389,146
Mears Shares in issue. The International Securities Identification Number for
Mears Shares is GB0005630420.
In accordance with Rule 2.10 of the Code, Supporta confirms that it has
86,456,352 Supporta Shares in issue. The International Securities Identification
Number for Supporta Shares is GB0032703059.
24. General
The Offer Document, the Equivalent Document and (in the case of Supporta Shares
held in certificated form) the Form of Acceptance will be posted to Supporta
Shareholders as soon as practicable and in any event within 28 days of this
Announcement, except with the consent of the Panel.
The bases and sources of certain financial information contained in this
Announcement are set out in Appendix II of this Announcement and definitions of
certain expressions used in this Announcement are contained in Appendix III of
this Announcement.
ENQUIRIES
Mears Group PLC
Bob Holt, Chairman Tel: +44(0)7778 798 816
Andrew Smith, Finance Director Tel: +44(0)7712 866 461
Investec
Keith Anderson Tel: +44(0)20 7597 5970
Daniel Adams
Collins StewartTel: +44(0)20 7523 8350
Mark Dickenson
Ileana Antypas
Threadneedle Communications Tel: +44(0)20 7936 9666
Trevor Bass
Alex White
Hansard Group Tel: +44(0)7872 061007
John Bick
Supporta plcTel: +44(0)1527 575232
Clive Grace, Chairman
John Jasper, Group Chief Executive
Brewin Dolphin Investment BankingTel: +44(0)845 213 4730
Matt Davis
Sean Wyndham-Quin
Walbrook PR LtdTel: +44(0)20 7933 8787
Paul McManus Mob: +44(0)7980 541893 or
paul.mcmanus@walbrookpr.com
Louise Goodeve Mob: +44(0)7823 530346 or
louise.goodeve@walbrookpr.com
A conference call for investors and analysts (the "conference call") will be
held at 9.30 a.m. today, 18 December 2009.
The presentation that will be used at the conference call can be found on the
Mears website at http://www.mearsgroup.co.uk. Copies of the Equivalent Document
and Offer Document will be posted to Supporta Shareholders within 28 days,
except with the consent of the Panel, and will also be made available on the
Company's website at that time.
The Offer Document, the Equivalent Document, and (in the case of Supporta Shares
held in certificated form) the Form of Acceptance will be posted to Supporta
Shareholders as soon as practicable and, in any event, except with the consent
of the Panel, within 28 days of this Announcement, other than in relation to a
Restricted Jurisdiction.
The Supporta Directors accept responsibility for the information contained in
this Announcement relating to Supporta and its subsidiaries, themselves and
their immediate families and connected persons. The Mears Directors accept
responsibility for all of the other information contained in this Announcement.
To the best of the knowledge and belief of the Mears Directors and the Supporta
Directors (who have taken all reasonable care to ensure that such is the case)
the information contained in this Announcement for which they are respectively
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.
Investec Bank Plc, which is authorised and regulated in the United Kingdom by
the Financial Services Authority is acting exclusively for Mears and no one else
in connection with the Offer and will not be responsible to anyone other than
Mears for providing the protections afforded to clients of Investec Bank Plc or
for providing advice in connection with the Offer.
Collins Stewart Europe Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority is acting exclusively for Mears and
no one else in connection with the Offer and will not be responsible to anyone
other than Mears for providing the protections afforded to clients of Collins
Stewart Europe Limited or for providing advice in connection with the Offer.
Brewin Dolphin Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Supporta and no
one else in connection with the Offer and will not be responsible to anyone
other than Supporta for providing the protections afforded to clients of Brewin
Dolphin Limited or for providing advice in relation to the Offer.
The release, publication or distribution of the following Announcement in
jurisdictions other than the United Kingdom may be restricted by law and,
therefore, any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any
applicable requirements. The following Announcement has been prepared in
accordance with English law, the Code and the Disclosure and Transparency Rules
and information disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside England.
This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely
by means of the Offer Document, an advertisement to be published in the London
Gazette and the Form of Acceptance (in respect of certificated Supporta Shares),
which will contain the full terms and conditions of the Offer, including details
of how the Offer may be accepted. Any acceptance or other response to the Offer
should be made only on the basis of the information in the Offer Document, the
Form of Acceptance (in the case of certificated Supporta Shares) and the
Equivalent Document.
Unless otherwise determined by Mears and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in or into, or
by the use of the mails or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce,
or any facility of a national securities exchange, of a Restricted Jurisdiction
(including the United States, Canada, Australia or Japan) and the Offer will not
be capable of acceptance by any such use, means, instrumentality or facility or
from within a Restricted Jurisdiction. Accordingly, copies of this Announcement
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from a Restricted Jurisdiction and
persons receiving this Announcement (including, without limitation, custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send it
in or into or from a Restricted Jurisdiction. Doing so may render invalid any
purported acceptance of the Offer. The availability of the Offer to persons who
are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.
The New Mears Shares to be issued in connection with the Offer have not been,
nor will they be, registered under the US Securities Act or under the securities
laws of any state of the United States; the relevant clearances have not been,
nor will they be, obtained from the securities commission of any province or
territory of Canada; no Prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; and the New Mears Shares have not been, nor will they be, registered
under or offered in compliance with applicable securities laws of any state,
province, territory or jurisdiction of Canada, Australia or Japan. Accordingly,
the New Mears Shares are not being and may not be (unless an exemption under
relevant securities laws is applicable) offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Canada, Australia or Japan
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of, or require registration thereof in, such jurisdiction or to,
or for the account or benefit of, any United States, Canadian, Australian or
Japanese person.
Applications will be made to the UK Financial Services Authority, the London
Stock Exchange, and to PLUS for the New Mears Shares to be admitted to listing
on the Official List, to trading on the London Stock Exchange's market for
listed securities, and to trading on the PLUS-Listed Market respectively.
The New Mears Shares are not being offered to the public by means of the
following Announcement.
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Supporta or Mears all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. on the Business Day following the date of
the relevant transaction. This requirement will continue until the date on which
the Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the "offer period" otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of
Supporta or Mears, they will be deemed to be a single person for the purpose of
Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Supporta or Mears by Mears or Supporta, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon on the
business day following the date of the relevant transaction (unless the
"dealing" is for discretionary clients and the associate is an "exempt fund
manager" in which case the "dealing" must be privately disclosed in accordance
with Notes 4(b) and 5(b) to Rule 8 of the Code).
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any agreement
to purchase, option in respect of, or derivative referenced to, securities.
Terms in quotations marks are defined in the Code, which can also be found on
the Panel's website. If you are in any doubt as to the application of Rule 8 of
the Code to you, please contact an independent financial adviser authorised
under the Financial Services and Markets Act 2000 (as amended), consult the
Panel's website or contact the Panel on telephone number +44 (0) 20 7382 9026 or
fax +44 (0) 20 7638 1554. 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 consult
the Panel.
If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Market Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.
Copies of this Announcement can be found at Mears' and Supporta's websites at
www.mearsgroup.co.uk and www.supportaplc.com respectively.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
The Offer, which will comply with the applicable rules and regulations of the
London Stock Exchange, the UK Listing Authority and the Code and will be
governed by English law and subject to the jurisdiction of the courts of
England, will be subject to the terms and conditions set out below, in the Offer
Document and (in respect of certificated Supporta Shares) in the Form of
Acceptance:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 2.00 p.m. on the First Closing Date of the Offer (or such later
time(s) and/or date(s) as Mears may, subject to the rules of the City Code,
decide) in respect of not less than 90 per cent. (or such lesser percentage as
Mears may decide) in nominal value of the Supporta Shares to which the Offer
relates, provided that, unless agreed by the Panel, this condition will not be
satisfied unless Mears and/or its wholly-owned subsidiaries have acquired or
agreed to acquire (pursuant to the Offer or otherwise), directly or indirectly,
Supporta Shares carrying, in aggregate, more than 50 per cent. of the voting
rights then normally exercisable at general meetings of Supporta on such basis
as may be required by the Panel (including for this purpose, to the extent (if
any) required by the Panel, any voting rights attaching to any Supporta Shares
which are unconditionally allotted or issued before the Offer becomes or is
declared unconditional as to acceptances, whether pursuant to the exercise of
conversion or subscription rights or otherwise); and for this purpose (i) the
expression "Supporta Shares to which the Offer relates" shall be construed in
accordance with sections 979-990 of the Act; (ii) Supporta Shares which have
been unconditionally allotted but not issued shall be deemed to carry the voting
rights which they will carry on issue; and (iii) shares that cease to be held in
treasury are Supporta Shares to which the Offer relates;
(b) the UK Financial Services Authority agreeing to admit the New Mears Shares
to the Official List and (unless the Panel otherwise agrees) such admission
becoming effective in accordance with the Listing Rules of the UK Listing
Authority; the London Stock Exchange agreeing to admit the New Mears Shares to
trading on its market for listed securities and (unless the Panel otherwise
agrees) such admission becoming effective in accordance with its admission and
disclosure standards subject only to the allotment of such shares; and PLUS
agreeing to admit the New Mears Shares to trading on the PLUS-Listed Market and
(unless the Panel otherwise agrees) such admission becoming effective in
accordance with its admission and disclosure standards subject only to the
allotment of such shares.
(c) no government or governmental, quasi-governmental, supranational, statutory
or regulatory body, or any court, institution, investigative body, association,
trade agency or professional or environmental body or (without prejudice to the
generality of the foregoing) any other person or body in any jurisdiction (each,
a "Relevant Authority") having decided to take, instituted, implemented or
threatened any action, proceedings, suit, investigation or enquiry or enacted,
made or proposed any statute, regulation or order or otherwise taken any other
step or done any thing, and there not being outstanding any statute, legislation
or order, that would or might:
(i) restrict, restrain, prohibit, delay, impose additional conditions or
obligations with respect to, or otherwise interfere with the implementation of,
the Offer or the acquisition of any Supporta Shares by Mears or the control by
Mears of Supporta or any matters arising there from;
(ii) result in a delay in the ability of Mears, or render Mears unable, to
acquire some or all of the Supporta Shares;
(iii) require, prevent, delay or affect the divestiture by any member of the
Wider Mears Group or of the Wider Supporta Group of all or any portion of their
businesses, assets or property or of any Supporta Shares or other securities in
Supporta or impose any limitation on the ability of any of them to conduct their
respective businesses or own their respective assets or properties or any part
thereof;
(iv) impose any limitation on the ability of any member of the Wider Mears
Group to acquire or hold or exercise effectively, directly or indirectly, all
rights of all or any of the Supporta Shares (whether acquired pursuant to the
Offer or otherwise);
(v) require any member of the Wider Mears Group or the Wider Supporta Group
to offer to acquire any shares or other securities or rights thereover in any
member of the Wider Supporta Group owned by any third party (save as required by
law or pursuant to the Offer);
(vi) make the Offer or its implementation or the proposed acquisition of
Supporta or any member of the Wider Supporta Group or of any Supporta Shares or
any other shares or securities in, or control of, Supporta, illegal, void or
unenforceable in or under the laws of any jurisdiction;
(vii) impose any limitation on the ability of any member of the Wider Mears
Group or the Wider Supporta Group to co-ordinate its business, or any part of
it, with the business of any other member of the Wider Mears Group or the Wider
Supporta Group;
(viii) result in any member of the Wider Mears Group or Wider Supporta Group
ceasing to be able to carry on business in a manner in which it presently does
so; or
(ix) otherwise adversely affect any or all of the businesses, assets,
prospects or profits of any member of the Wider Mears Group or the Wider
Supporta Group or the exercise of rights of shares of any company in the
Supporta Group,
and all applicable waiting periods during which such Relevant Authority could
institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or otherwise intervene having expired,
lapsed or been terminated;
(d) all authorisations, orders, grants, consents, clearances, licences,
permissions and approvals, in any jurisdiction, deemed necessary or appropriate
by Mears for or in respect of the Offer, the proposed acquisition of any shares
or securities in, or control of, Supporta or any member of the Wider Supporta
Group by Mears or the carrying on of the business of any member of the Wider
Supporta Group or any member of the Wider Mears Group or any matters arising
there from being obtained in terms satisfactory to Mears from all appropriate
Relevant Authorities or (without prejudice to the generality of the foregoing)
from any persons or bodies with whom any members of the Wider Supporta Group or
any member of the Wider Mears Group has entered into contractual arrangements
and such authorisations, orders, grants, consents, clearances, licences,
permissions and approvals remaining in full force and effect and there being no
intimation of any intention to revoke or not to renew the same and all necessary
filings having been made, all appropriate waiting and other time periods
(including extensions thereto) under any applicable legislation and regulations
in any jurisdiction having expired, lapsed or been terminated and all necessary
statutory or regulatory obligations in any jurisdiction in respect of the Offer
or the proposed acquisition of Supporta by Mears or of any Supporta Shares or
any matters arising there from having been complied with;
(e) appropriate assurances being received, in terms satisfactory to Mears, from
the Relevant Authorities or any party with whom any member of the Wider Supporta
Group has any contractual or other relationship that the interests held by any
member of the Wider Supporta Group under licences, leases, consents, permits and
other rights will not be adversely amended or otherwise affected by the Offer or
the proposed acquisition of Supporta or any matters arising there from, that
such licences, leases, consents, permits and other rights are in full force and
effect and that there is no intention to revoke or amend any of the same;
(f) there being no provision of any agreement, instrument, permit, licence or
other arrangement to which any member of the Wider Supporta Group is a party or
by or to which it or any of its assets may be bound or subject which, as a
consequence of the Offer or the acquisition of Supporta or because of a change
in the control or management of Supporta or any member of the Supporta Group or
any matters arising there from or otherwise, could or might have the result
that:
(i) any monies borrowed by, or other indebtedness, actual or contingent, of,
or grant available to, any member of the Wider Supporta Group becomes or is
capable of being declared repayable immediately or earlier than the repayment
date stated in such agreement, instrument or other arrangement or the ability of
any member of the Wider Supporta Group to borrow moneys or incur indebtedness is
withdrawn, inhibited or adversely affected;
(ii) any mortgage, charge or other security interest is created over the
whole or any part of the business, property or assets of any member of the Wider
Supporta Group or any such security (whenever arising) becomes enforceable;
(iii) any such agreement, instrument, permit, licence or other arrangement,
or any right, interest, liability or obligation of any member of the Wider
Supporta Group therein, is terminated or adversely modified or affected or any
action is taken or obligation or liability arises thereunder;
(iv) the value of any member of the Wider Supporta Group or its financial or
trading position is prejudiced or adversely affected;
(v) any material asset or, other than in the ordinary course of business,
any asset of the Wider Supporta Group being or falling to be charged or disposed
of;
(vi) the rights, liabilities, obligations or interests or business of any
member of the Wider Supporta Group in or with any other person, firm or company
(or any arrangement relating to such interest or business) is terminated,
modified or adversely affected in a manner that is materially adverse to the
Supporta Group taken as a whole;
(vii) any material liability (actual, contingent or otherwise) is created or
accelerated in respect of any member of the Wider Supporta Group;
(viii) any third party receiving additional or enhanced rights with respect
to the intellectual property of the Wider Supporta Group; or
(ix) any member of the Wider Supporta Group ceases to be able to carry on
business under any name under which it currently does so;
(g) since 31 March 2009 (being the date to which the latest published audited
report and accounts of Supporta were made up) and save as announced publicly and
in each case delivered to a Regulatory Information Service (as defined in the
Listing Rules) prior to 18 December 2009 (being the date upon which the Offer
was announced), no member of the Supporta Group having:
(i) issued or agreed to issue or authorised or proposed the issue of
additional shares of any class or issued or authorised or proposed the issue of
or granted securities convertible into or rights, warrants or options to
subscribe for or acquire such shares or convertible securities or redeemed,
purchased or reduced or announced any intention to do so or made any other
change to any part of its share capital;
(ii) sold or transferred or agreed to sell or transfer any treasury shares;
(iii) recommended, declared, paid or made or proposed to recommend, declare,
pay or make any dividend, bonus or other distribution other than dividends
lawfully paid to Supporta or wholly-owned subsidiaries of Supporta;
(iv) authorised or proposed or announced its intention to propose any merger
or acquisition or disposal or transfer of assets or shares or any change in its
share or loan capital (other than pursuant to this offer document);
(v) issued or authorised or proposed the issue of any debentures or incurred
or increased any indebtedness or contingent liability;
(vi) disposed of or transferred, mortgaged or encumbered any material asset
or any right, title or interest in any asset or entered into or varied any
contract, commitment or arrangement (whether in respect of capital expenditure
or otherwise) which is of a long term or unusual nature or which involves or
could involve an obligation of a nature or magnitude which is material or
authorised, proposed or announced any intention to do so;
(vii) entered into or varied or proposed to enter into or vary any material
contract, reconstruction, amalgamation, arrangement or other transaction which
is of a long term or unusual or onerous nature or is otherwise than in the
ordinary course of business or announced any intention to do so;
(viii) entered into, or varied the terms of, any contract or agreement with
any of the directors or senior executives of Supporta;
(ix) taken or proposed any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any of its assets
and revenues;
(x) waived or compromised any material claim other than in the ordinary
course of business;
(xi) (i) taken any action with respect to, adopting, entering into,
terminating or amending any severance, change in control, retirement, retention,
welfare, incentive or similar agreement, arrangement or benefit plan for the
benefit or welfare of any current or former director, officer, employee or
consultant or any collective bargaining agreement;
(ii) increased in any respect the compensation or fringe benefits of,
or paid any bonus to, any director,
officer, employee or consultant;
(iii) amended or accelerated the payment, right to payment or vesting of
any compensation or benefits,
including any outstanding options or
restricted stock awards;
(iv) granted any awards under any bonus, incentive, performance or other
compensation plan or
arrangement or benefit plan, including the grant of
stock options, stock appreciation rights, stock based or
stock related
awards, performance units or restricted stock, or the removal of existing
restrictions in any
benefit plans or agreements or awards made there
under;
(xii) made any amendment to its memorandum or articles of association or
other incorporation documents;
(xiii) made or agreed or consented to:
(A) any significant change to:
(I) the terms of the trust deeds constituting the pension scheme(s)
established for its directors, employees or their dependants; or
(II) the benefits which accrue or to the pensions which are payable there under;
or
(III) the basis on which qualification for, or accrual or entitlement to such
benefits or pensions are calculated or determined; or
(IV) the basis upon which the liabilities (including pensions) or such pension
schemes are funded or made; or
(B) any change to the trustees including the appointment of a trust
corporation in respect of any pension scheme(s) established for its directors,
employees or their dependents;
(xiv) entered into any contract, transaction or arrangement which is or may
be restrictive on the business of any member of the Wider Supporta Group or the
Wider Mears Group;
(xv) entered into any contract, commitment or agreement with respect to any
of the transactions or events referred to in this condition (g);
(xvi) entered into or joined any group, organisation or consortium whereby
any member of the Wider Supporta Group is obliged to provide resources or
intellectual property or other assets;
(xvii) entered into any licence or other disposal of any intellectual
property rights of any member of the Wider Supporta Group;
(xviii) been unable or admitted 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;
(h) since 31 March 2009 (being the date of Supporta's last published report and
accounts) or save as announced publicly and in each case delivered to a
Regulatory Information Service (as defined in the Listing Rules) prior to 18
December 2009 (being the date upon which the Offer was announced):
(i) no litigation, arbitration, prosecution or other legal proceedings
having been instituted, announced or threatened or become pending or remained
outstanding by or against any member of the Wider Supporta Group or to which any
member of the Wider Supporta Group is or may become a party (whether as
plaintiff, defendant or otherwise);
(ii) no adverse change having occurred in the business, assets, financial or
trading position, profits or prospects of any member of the Wider Supporta
Group;
(iii) no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence held by any
member of the Wider Supporta Group which is necessary for the proper carrying on
of its business;
(iv) no investigation by any Relevant Authority having been threatened,
announced, implemented or instituted or remaining outstanding;
(v) no material liability (actual, contingent or otherwise) having arisen;
(vi) the Wider Supporta Group not having made or agreed to make capital
expenditure exceeding in aggregate GBP50,000;
(i) Mears not having discovered that:
(i) any business, financial or other information concerning any member of
the Supporta Group disclosed, publicly or otherwise at any time to Mears, by or
on behalf of any member of the Supporta Group, either contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading; or
(ii) any member of the Wider Supporta Group is subject to any liability,
actual or contingent, which is not disclosed in the annual report and accounts
of Supporta for the financial year ended 31 March 2009; and
(j) Mears not having discovered that:
(i) any past or present member of the Wider Supporta Group has not complied
with all applicable legislation or regulations of any jurisdiction 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 to harm
human health or otherwise relating to environmental matters (which
non-compliance might give rise to any liability (whether actual or contingent)
on the part of any member of the Wider Supporta Group) or that there has
otherwise been any such disposal, discharge, spillage, leak or emission (whether
or not the same constituted a noncompliance by any person with any such
legislation or regulations and wherever the same may have taken place) which in
any such case might give rise to any liability (whether actual or contingent) on
the part of any member of the Wider Supporta Group;
(ii) there is or is likely to be any 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 Supporta Group or any controlled waters under any environmental
legislation, regulation, notice, circular or order of any Relevant Authority or
third party or otherwise;
(iii) circumstances exist (whether as a result of the making of the Offer or
otherwise) which might lead to any Relevant Authority instituting or any member
of the Wider Supporta Group or the Wider Mears Group might be required to
institute, an environmental audit or take any other steps which in any such case
might result in any actual or contingent liability to improve or install new
plant or equipment or make good, repair, re-instate or clean up any land or
other asset now or previously owned, occupied or made use of by any member of
the Wider Supporta Group;
(iv) the Wider Supporta Group has not complied in any material respect with
any applicable law or regulation governing the conduct of its business;
(v) any contract, agreement or other arrangement is in force which is or may
be restrictive on the business of any member of the Wider Supporta Group or the
Wider Mears Group;
(vi) the conduct of the business of the Wider Supporta Group infringes the
intellectual property rights of any third party; or
(vii) circumstances exist whereby a person or class of persons might have
any claim or claims in respect of any product or process of manufacture or
materials used therein now or previously manufactured, sold or carried out by
any past or present member of the Wider Supporta Group.
Mears reserves the right to waive all or any of conditions (c) to (j)
(inclusive) above, in whole or in part. Condition (b) must be fulfilled and
conditions (c) to (j) must be satisfied or waived, within 21 days after the
later of the First Closing Date of the Offer and the date on which condition (a)
is fulfilled (or in each case such later date as the Panel may agree) provided
that Mears shall be under no obligation to waive or treat as satisfied any of
conditions (b) to (j) (inclusive) by a date earlier than the latest date
specified above for the satisfaction thereof notwithstanding that the other
conditions of the Offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating that any of
such conditions may not be capable of fulfilment.
If Mears is required by the Panel to make an offer for Supporta Shares under the
provisions of Rule 9 of the City Code, Mears may make such alterations to the
conditions as are necessary to comply with the provisions of that Rule.
The Offer will lapse if it is referred to the Competition Commission or if the
European Commission in respect thereof either initiates proceedings under
article 6(1)(c) of Council Regulation (EEC) 139/2004 or makes a referral to a
competent authority of the United Kingdom under article 9(1) of that Regulation,
before (in any such case) the later of the First Closing Date of the Offer and
the date when the Offer becomes or is declared unconditional as to acceptances.
Mears reserves the right to implement the acquisition of Supporta by way of a
scheme of arrangement under Part 26 of the Act. In such event, such scheme will
be implemented on the same terms (subject to appropriate amendment).
This Offer will be governed by English law and be subject to the jurisdiction of
the English courts, to the conditions set out above and in this Offer Document
and related Form of Acceptance.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone or e-mail) of interstate or foreign
commerce of, or of any facility of a national securities exchange of, the United
States or Canada and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facility or from within the United States or
Canada.
Supporta Shares will be acquired under the Offer free from all liens, equities,
charges, encumbrances and other interests and together with all rights attaching
thereto on or after the date of the Announcement.
APPENDIX II
BASES AND SOURCES
1. Unless otherwise stated in this Announcement:
(a) financial information relating to Mears has been extracted (without
material adjustment) from the audited accounts of Mears for the year ended 31
December 2008.
(b) financial information relating to Supporta has been extracted (without
material adjustment) from the audited accounts for Supporta for the year ended
31 March 2009 and the unaudited results for the six months ended 30 September
2009.
(c) The terms of the Offer value each Supporta Share at 31p. The price to be
paid under the Offer is based on a price of 269.5p per New Mears Share (the
closing price on 17 December 2009, the last Business Day prior to the date of
this Announcement). The 10,088,670 New Mears Shares to be issued in respect of
full acceptance of the Offer is calculated based upon there being 86,456,352
Supporta Shares in issue and 1,250,000 Supporta Shares under the Supporta Share
Option Schemes whose exercise price is less than or equal to the Offer Price as
at 17 December 2009, the last business day prior to the date of this
Announcement.
(d) All share prices are derived from the Daily Official List in respect of
Mears Shares and the AIM appendix of the Daily Official List in respect of
Supporta Shares.
(e) All references to time in the Offer Document and in the Form of
Acceptance are to London time unless the context provides otherwise.
(f) Within the Offer Document, where information has been sourced from a
third party, the Company confirms that this information has been accurately
reproduced and, insofar as the Company is aware and is able to ascertain from
information published by that party, no facts have been omitted which would
render the reproduced information inaccurate or misleading.
2. Irrevocable undertakings:
Mears has received irrevocable undertakings to accept, or to procure the
acceptance of, the Offer from the following Supporta Directors in respect of the
following interests in Supporta Shares:
+------------------------------------+--------------------+---------------------+
| Name | Number of Supporta | Percentage of |
| | Shares committed | entire existing |
| | | issued share |
| | | capital of Supporta |
+------------------------------------+--------------------+---------------------+
| John Jasper | 400,000 | 0.46% |
+------------------------------------+--------------------+---------------------+
| Dr. Clive Grace | 200,000 | 0.23% |
+------------------------------------+--------------------+---------------------+
| Catherine Bernadette Walsh | 10,000 | 0.01% |
+------------------------------------+--------------------+---------------------+
| Darren Xiberras | 10,000 | 0.01% |
+------------------------------------+--------------------+---------------------+
| Total | 620,000 | 0.72% |
+------------------------------------+--------------------+---------------------+
The undertakings given by the Supporta Directors (described above) will cease to
be binding if the Offer lapses or is withdrawn without having become
unconditional in all respects.
Mears has received irrevocable undertakings to accept, or to procure the
acceptance of, the Offer from the following Supporta Shareholders in respect of
the following interests in Supporta Shares:
+------------------------------------+--------------------+---------------------+
| Name | Number of Supporta | Percentage of |
| | Shares committed | entire existing |
| | | issued share |
| | | capital of Supporta |
+------------------------------------+--------------------+---------------------+
| Unicorn Asset Management Limited | 9,869,100 | 11.42% |
+------------------------------------+--------------------+---------------------+
| Hargreave Hale Limited | 5,610,000 | 6.49% |
+------------------------------------+--------------------+---------------------+
| Aviva Investors Global Services | 7,099,675 | 8.21% |
| Limited | | |
+------------------------------------+--------------------+---------------------+
| Peter John Gannon | 3,965,667 | 4.59% |
+------------------------------------+--------------------+---------------------+
| Michael Curran | 2,963,680 | 3.43% |
+------------------------------------+--------------------+---------------------+
| Total | 29,508,122 | 34.13% |
+------------------------------------+--------------------+---------------------+
The undertakings given by Unicorn Asset Management Limited, Hargreave Hale
Limited and Michael Curran will lapse and be of no effect if, inter alia, the
Offer does not become or is not declared unconditional in all respects or if a
third party announces a firm intention to make an offer under Rule 2.5 of the
Code for all of the issued share capital of Supporta which values an ordinary
share in Supporta at 10 per cent. (or more) higher than the value under the
Offer and which is not matched or exceeded by Mears within the normal time
limits laid down by the Code.
The undertaking given by Aviva Investors Global Services Limited will lapse and
be of no effect if, inter alia, the Offer does not become or is not declared
unconditional in all respects or if a third party announces a firm intention to
make an offer under Rule 2.5 of the Code for all of the issued share capital of
Supporta which values an ordinary share in Supporta at 5 per cent. greater than
the value under the Offer and which is not matched or exceeded by Mears within 7
days.
The undertaking given by Peter John Gannon will lapse and be of no effect if,
inter alia, the Offer does not become or is not declared unconditional in all
respects or if a third party announces a firm intention to make an offer under
Rule 2.5 of the Code for all of the issued share capital of Supporta which
values an ordinary share in Supporta at higher than the value under the Offer
and which is not matched or exceeded by Mears within the normal time limits laid
down by the Code.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this Announcement unless the context
otherwise requires:
+-------------------------+---------------------------------------------------+
| "Act" or "Companies | the Companies Act 2006 and, to the extent in |
| Act" | force, the Companies Act 1985, as amended |
+-------------------------+---------------------------------------------------+
| "Acquisition" | the proposed acquisition by Mears of the entire |
| | issued and to be issued share capital of Supporta |
| | pursuant to the Offer |
+-------------------------+---------------------------------------------------+
| "Admission" | admission of the New Mears Shares: (i) to trading |
| | on the Official List by the Financial Services |
| | Authority; (ii) to trading on the London Stock |
| | Exchange's main market for listed securities; and |
| | (iii) to trading on the PLUS-Listed Market |
| | becoming effective in accordance with the Listing |
| | Rules |
+-------------------------+---------------------------------------------------+
| "AIM" | the AIM market operated by the London Stock |
| | Exchange |
+-------------------------+---------------------------------------------------+
| "Announcement" | this Announcement |
+-------------------------+---------------------------------------------------+
| "Australia" | the Commonwealth of Australia, its states, |
| | territories and all areas subject to its |
| | jurisdiction or any political subdivision of it |
+-------------------------+---------------------------------------------------+
| "Board" or "Directors" | the directors of the Company |
| or "Mears Board or | |
| "Mears Directors" | |
+-------------------------+---------------------------------------------------+
| "Canada" | Canada, its provinces and territories and all |
| | areas subject to its jurisdiction or any |
| | political subdivision of it |
+-------------------------+---------------------------------------------------+
| "Careforce" | Careforce Group plc |
+-------------------------+---------------------------------------------------+
| "certificated" or "in | a share or security which is not in |
| certificated form" | uncertificated form (that is, not in CREST) |
+-------------------------+---------------------------------------------------+
| "Closing Price" | the middle market quotation for the relevant |
| | share on the close of trading on the relevant |
| | date either on the Daily Official List or on the |
| | AIM section of the Daily Official List (as |
| | appropriate) |
+-------------------------+---------------------------------------------------+
| "Code" | The City Code on Takeovers and Mergers |
+-------------------------+---------------------------------------------------+
| "CREST" | the relevant system (as defined in the |
| | Regulations) in respect of which Euroclear is the |
| | operator in accordance with which securities may |
| | be held and transferred in uncertificated form |
+-------------------------+---------------------------------------------------+
| "Daily Official List" | the Daily Official List of the London Stock |
| | Exchange |
+-------------------------+---------------------------------------------------+
| "Enlarged Issued Share | the issued ordinary share capital of Mears as |
| Capital" | enlarged by the issue of the New Mears Shares |
+-------------------------+---------------------------------------------------+
| "Existing Mears Shares" | the 74,389,146 Mears Shares, issued and fully |
| | paid, as at the date of this Announcement |
+-------------------------+---------------------------------------------------+
| "Form of Acceptance" | the form of acceptance, election and authority |
| | relating to the Offer |
+-------------------------+---------------------------------------------------+
| "FSA" | the Financial Services Authority, acting in its |
| | capacity as competent authority in the United |
| | Kingdom pursuant to Part VI of FSMA |
+-------------------------+---------------------------------------------------+
| "FSMA" | Financial Services and Markets Act 2000 (as |
| | amended) |
+-------------------------+---------------------------------------------------+
| "Haydon" | Haydon Mechanical and Electrical Limited |
+-------------------------+---------------------------------------------------+
| "Investec" | Investec Investment Banking, a division of |
| | Investec Bank plc, the Company's financial |
| | adviser, sponsor and joint broker |
+-------------------------+---------------------------------------------------+
| "Japan" | Japan, its provinces and territories and all |
| | areas subject to its jurisdiction or any |
| | political subdivision of it |
+-------------------------+---------------------------------------------------+
| "Laidlaw Scott" | Laidlaw Scott Limited |
+-------------------------+---------------------------------------------------+
| "Listing Rules" | the rules and regulations made by the UKLA under |
| | Part VI of FSMA (as amended) |
+-------------------------+---------------------------------------------------+
| "London Stock Exchange" | London Stock Exchange Plc |
+-------------------------+---------------------------------------------------+
| "Mears" or "the | Mears Group PLC |
| Company" | |
+-------------------------+---------------------------------------------------+
| "Mears Group" or "the | Mears and its Subsidiaries and/or (where the |
| Group" | context requires) any one or more of them |
+-------------------------+---------------------------------------------------+
| "Mears Share Option | the Mears Employee Share Schemes |
| Schemes" | |
+-------------------------+---------------------------------------------------+
| "Mears Shareholders" or | holders of Mears Shares |
| "Shareholders" | |
+-------------------------+---------------------------------------------------+
| "New Facility" | the GBP85 million revolving credit facility |
| | entered into by Mears on 17 December 2009, GBP65 |
| | million of which is available to the Group and |
| | GBP20 million which is available to the Group |
| | only in the event that the offer is declared |
| | unconditional in all respects |
+-------------------------+---------------------------------------------------+
| "New Mears Shares" | the 10,088,670 Mears Shares proposed to be issued |
| | and credited as fully paid to Supporta |
| | Shareholders pursuant to the Offer |
+-------------------------+---------------------------------------------------+
| "New Zealand" | the Commonwealth of New Zealand, its states, |
| | territories and all areas subject to its |
| | jurisdiction or any political subdivision of it |
+-------------------------+---------------------------------------------------+
| "Offer Document" | the document proposed to be sent to Supporta |
| | Shareholders containing inter alia, the details |
| | of the Offer |
+-------------------------+---------------------------------------------------+
| "Offer" | the proposed recommended takeover offer to be |
| | made by Mears to acquire the whole of the issued, |
| | and to be issued, share capital of Supporta |
| | (excluding any treasury shares) on the terms and |
| | subject to the conditions as set out in the Offer |
| | Document and, in relation to the Supporta Shares |
| | held in certificated form, the Form of Acceptance |
| | (including, where the context so requires, any |
| | subsequent revision, variation, extension or |
| | renewal of such offer) |
+-------------------------+---------------------------------------------------+
| "Offer Period" | the period commencing on 28 October 2009 |
+-------------------------+---------------------------------------------------+
| "Official List" | the Official List of the UKLA |
+-------------------------+---------------------------------------------------+
| "Ordinary Shares" or | ordinary shares of 1p each in the capital of the |
| "Mears Shares" | Company, with ISIN: GB0005630420 |
+-------------------------+---------------------------------------------------+
| "Overseas Shareholders" | Supporta Shareholders who have registered |
| | addresses in, or who are resident in, or are |
| | citizens of countries other than the UK |
+-------------------------+---------------------------------------------------+
| "Panel" or "Takeover | The Panel on Takeovers and Mergers |
| Panel" | |
+-------------------------+---------------------------------------------------+
| "PLUS" or "PLUS Market | a recognised investment exchange under section |
| plc" | 290 of FSMA |
+-------------------------+---------------------------------------------------+
| "Prospectus Rules" | the rules made by the FSA pursuant to section |
| | 84(1) of FSMA for the purposes of Part VI of FSMA |
| | in relation to offers of securities to the public |
+-------------------------+---------------------------------------------------+
| "Regulations" | the Uncertificated Securities Regulations 2001 |
| | (SI 2001 No. 3755) |
+-------------------------+---------------------------------------------------+
| "Regulatory Information | any of the services set out in Appendix 3 to the |
| Service" | Listing Rules |
+-------------------------+---------------------------------------------------+
| "Restricted | the United States, Canada, Australia, or Japan or |
| Jurisdiction" | any other jurisdiction where extension or |
| | acceptance of the offer would violate the law of |
| | that jurisdiction and "Restricted Juristiction" |
| | means any of them |
+-------------------------+---------------------------------------------------+
| "Scion" | Scion Group Limited |
+-------------------------+---------------------------------------------------+
| "Supporta" | Supporta plc |
+-------------------------+---------------------------------------------------+
| "Supporta Board" or | the directors of Supporta |
| "Supporta Directors" | |
+-------------------------+---------------------------------------------------+
| "Supporta Group" | Supporta and its subsidiaries and/or (where the |
| | context requires) one or more others |
+-------------------------+---------------------------------------------------+
| "Supporta | holders of any Supporta Options |
| Optionholders" | |
+-------------------------+---------------------------------------------------+
| "Supporta Options" | share options held over Supporta Shares under the |
| | Supporta Share Option Schemes |
+-------------------------+---------------------------------------------------+
| "Supporta Shareholders" | holders of any Supporta Shares |
+-------------------------+---------------------------------------------------+
| "Supporta Share Option | the share option schemes operated by Supporta, |
| Schemes" | namely the EM1 Share Scheme, the Unapproved Share |
| | Option Scheme and the Unapproved Enhanced Share |
| | Option Scheme |
+-------------------------+---------------------------------------------------+
| "Supporta Shares" | the existing unconditionally allotted or issued |
| | and fully paid ordinary shares of 5p each in the |
| | capital of Supporta and any further such shares |
| | (excluding any treasury shares) which may be |
| | issued or unconditionally allotted and fully paid |
| | prior to the time and date on which the Offer |
| | closes or by such earlier date and time as Mears |
| | may, subject to the City Code, decide (other than |
| | any such shares held in treasury) |
+-------------------------+---------------------------------------------------+
| "Subsidiary" or | a subsidiary undertaking (as defined by section |
| "Subsidiaries" | 1159 of the 2006 Act) |
+-------------------------+---------------------------------------------------+
| "US Securities Act" | the United States Securities Act 1933, as amended |
+-------------------------+---------------------------------------------------+
| "VAT" | value added tax |
+-------------------------+---------------------------------------------------+
| "Wider Mears Group" | Mears and the subsidiaries and subsidiary |
| | undertakings of Mears and associated undertakings |
| | (including any joint venture, partnerships, firm |
| | or company in which any member of the Mears Group |
| | is interested or any undertaking in which Mears |
| | and such undertakings (aggregating their |
| | interests) have a Substantial Interest) |
+-------------------------+---------------------------------------------------+
| "Wider Supporta Group" | Supporta and the subsidiaries and subsidiary |
| | undertakings of Supporta and associated |
| | undertakings (including any joint venture, |
| | partnerships, firm or company in which any member |
| | of the Supporta Group is interested or any |
| | undertaking in which Supporta and such |
| | undertakings (aggregating their interests) have a |
| | Substantial Interest) |
+-------------------------+---------------------------------------------------+
Save where otherwise stated, for the purpose of this Announcement,
"subsidiary", "subsidiary undertaking", "associated undertaking" and
"undertaking" shall be construed in accordance with the 2006 Act.
In this Announcement, the singular includes the plural and vice versa, unless
the context otherwise requires. All references to time in this Announcement are
to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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