10 Mar 2010 14:20
FOR IMMEDIATE RELEASE
Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction
10 March 2010
Recommended Proposals for the cash acquisition of Care UK Plc
by Warwick Bidco Limited
Posting of Scheme Document
On 3 March 2010, the directors of Warwick Bidco and the Independent Directors of Care UK announced that they had reached agreement on the terms of a unanimously recommended offer for the cash acquisition of Care UK by Warwick Bidco, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
The board of Care UK is pleased to announce that the scheme document (the "Scheme Document") which sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act, a timetable of principal events and details of the actions to be taken by Care UK Shareholders, has been posted to Care UK Shareholders today. Copies of the Scheme Document will also be posted to holders of options and awards under the Care UK Share Schemes.
The Court Meeting and the Care UK General Meeting are scheduled to be held on 1 April 2010. Notices of the Court Meeting and the Care UK General Meeting are set out in the Scheme Document.
The Scheme Document is available for inspection (i) during normal business hours on any weekday (public holidays excepted) at the offices of Hammonds LLP of 7 Devonshire Square, London EC2M 4YH and (ii) at the Company's website at http://announcement.careuk.com/, in each case up to and including the Effective Date of the Scheme or the date that the Scheme lapses or is withdrawn, whichever is earlier.
The anticipated timetable of principal events is as follows:
| Latest time for lodging Forms of Proxy for: |
|
| Court Meeting (blue form) | 10:00 a.m. on 30 March 2010 |
| Care UK General Meeting (white form) | 10:15 a.m. on 30 March 2010 |
| Voting Record Time | 6:00 p.m. on 30 March 2010 |
| Court Meeting | 10:00 a.m. on 1 April 2010 |
| Care UK General Meeting | 10:15 a.m. on 1 April 2010 |
| The following dates may be subject to change | |
| Scheme Court Hearing (to sanction the Scheme) | 22 April 2010 |
| Last day of dealings in, for registration of transfers of, and disablement of CREST in respect of, Care UK Shares | 23 April 2010 |
| Dealings in Care UK Shares suspended | 5:00 p.m. on 23 April 2010 |
| Scheme Record Time | 6:00 p.m. on 23 April 2010 |
| Capital Reduction Court Hearing (to confirm the Capital Reduction) | 26 April 2010 |
| Effective Date of the Scheme | 27 April 2010 |
| Cancellation of admission to trading and listing of Care UK Shares on the Official List | 8 a.m. on 27 April 2010 |
| Latest date for despatch of cheques and settlement through CREST | 14 days after the Effective Date |
All references in this document to times are to time in London (unless otherwise stated).
The Court Meeting and the Care UK General Meeting will be held at the offices of Hammonds LLP, 7 Devonshire Square, London EC2M 4YH on 1 April 2010.
Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the announcement of 3 March 2010 and the Scheme Document.
Enquiries
| Bridgepoint James Murray | Tel: 020 7432 3555 |
| Care UK PlcMichael Averill, Senior Independent Director | Tel: 020 7330 8272 |
| Rothschild (financial adviser to Bridgepoint and Warwick Bidco) Hedley Goldberg Antoine Lejeune | Tel: 020 7280 5000 |
| Investec (financial adviser to Care UK) Patrick Robb Martin Smith | Tel: 020 7597 5970 |
| Brewin Dolphin (corporate broker to Bridgepoint and Warwick Bidco) Richard Jones | Tel: 0845 059 6740 |
| Financial Dynamics (PR advisers to Care UK) Ben Brewerton Jonathan Birt | Tel: 020 7831 3133 |
Rothschild, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Warwick Bidco and Bridgepoint in connection with the Proposals and will not be responsible to anyone other than Warwick Bidco and Bridgepoint for providing the protections afforded to the clients of Rothschild or for providing advice in relation to the Proposals or to the matters referred to in this announcement.
Investec, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Care UK in relation to the Proposals and will not be responsible to anyone other than Care UK for providing the protections afforded to the clients of Investec or for providing advice in relation to the Proposals or to the matters referred to in this announcement.
Brewin Dolphin, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Warwick Bidco and Bridgepoint in connection with the Proposals and will not be responsible to anyone other than Warwick Bidco and Bridgepoint for providing the protections afforded to the clients of Brewin Dolphin or for providing advice in relation to the Proposals or to the matters referred to in this announcement.
This announcement has been prepared in accordance with English law, the Takeover 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.
Warwick Bidco reserves the right to elect (with the consent of the Panel (where necessary)) to implement the acquisition of the entire issued and to be issued ordinary share capital of Care UK by way of an Offer. In such event, the Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Scheme.
If, in the future, Warwick Bidco exercises its right to implement the Proposals by way of an Offer, which is to be made into the United States, such Offer will be made in compliance with the applicable US laws and regulations.
Copies of this announcement and any formal documentation relating to the Proposals are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Proposals are implemented by way of an Offer (unless otherwise determined by Warwick Bidco and permitted by applicable law and regulation), the Offer may not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facility.
This announcement may contain "forward looking statements" concerning Bridgepoint, the Warwick Bidco Group and Care UK. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward looking statements. The forward looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the ability of Bridgepoint, the Warwick Bidco Group and Care UK to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Bridgepoint, the Warwick Bidco Group and Care UK assume no obligation and do not intend to update these forward looking statements, except as required pursuant to applicable law.
Notice to US investors in Care UK: The Proposals relate to the shares of an English company and are being implemented by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act of 1934. Accordingly, the Proposals are subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer rules.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Takeover Code if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Care UK, all "dealings" in any "relevant securities" of Care UK (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. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes Effective (or if implemented by way of an Offer, the Offer becomes, or is declared, unconditional as to acceptances) or otherwise 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 Care UK, 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 Takeover Code, all "dealings" in "relevant securities" of Care UK by Warwick Bidco or Care UK or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the 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 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 Takeover 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.
This announcement will be available on Care UK's website at http://announcement.careuk.com/ by no later than 12 noon on 11 March 2010.