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6 Apr 2009 10:04
CareCapital Group Plc
("CareCapital" or "the Company")
Statement re Possible Offer
The Board of CareCapital Group plc has noted the recent untoward share price movement and confirms that the Company's executive management team have indicated an interest in taking the Company private, which may or may not lead to an offer for the entire issued share capital of the Company. It is emphasised that discussions are at a very early stage.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that it has 76,754,096 Ordinary Shares of 1p each in issue and is admitted to trading on the London Stock Exchange under UK ISIN code GB00B16JQ761.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of the Company, 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 pm (London time) on the London 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 the Company, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of the Company by the Company, or by any of its respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
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 Takeover 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 option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
For further information, please contact:
Keith Gibbs, Non-executive director
c/o CareCapital Group Plc Tel: 020 7034 1949
Lindsay Mair/Charlotte Stranner
Daniel Stewart & Company plc Tel: 020 7776 6550
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