1 Apr 2010 13:11
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
1 April 2010
Recommended Proposals for the cash acquisition of Care UK plc by Warwick Bidco Limited
Results of Court Meeting and Care UK General Meeting
Care UK announces that the Scheme relating to the acquisition of the Company by Warwick Bidco Limited was today approved at the Court Meeting and the Special Resolution and Ordinary Resolutions were approved at the Care UK General Meeting.
Voting results
The voting results in relation to the Court Meeting and the Care UK General Meeting are summarised below:
COURT MEETING
At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 95.55% by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast were as follows:
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| Number of Scheme Shares voted | Percentage of Scheme Shares voted (%) | Number of Scheme Shareholders who voted | Percentage of Scheme Shareholders voting (%) | Number of Scheme Shares voted as a percentage of the total number of Scheme Shares held by Independent Shareholders and being entitled to vote on the resolution (%) |
| FOR | 32,501,081 | 95.55 | 259 | 88.70 | 57.16% |
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| AGAINST | 1,512,038 | 4.45 | 33 | 11.30 | 2.66% |
Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.
CARE UK GENERAL MEETING
At the Care UK General Meeting, the Special Resolution was passed on a show of hands and the Ordinary Resolutions were both passed by way of a poll vote.
Special Resolution
The Special Resolution was passed on a show of hands. The proxy voting results for the Special Resolution were as follows:
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| Number of Care UK Shares voted | Percentage of Care UK Shares voted (%) |
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| FOR | 35,225,707 | 96.73 |
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| AGAINST | 1,191,852 | 3.27 |
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| VOTE WITHHELD | 116,957 | N/A |
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The Ordinary Resolution
Details of the votes cast in respect of the Ordinary Resolution to approve the Executive Management Team Arrangements which was held on a poll vote are as follows:
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| Number of Care UK Shares voted | Percentage of Care UK Shares voted (%) |
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| FOR | 30,218,866 | 95.59 |
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| AGAINST | 1,392,850 | 4.41 |
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| VOTE WITHHELD | 5,240,249 | N/A |
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The John Nash Ordinary Resolution
Details of the votes cast in respect of the John Nash Ordinary Resolution to approve the John Nash Arrangements which was held on a poll vote are as follows:
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| Number of Care UK Shares voted | Percentage of Care UK Shares voted (%) |
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| FOR | 30,210,020 | 95.59 |
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| AGAINST | 1,392,850 | 4.41 |
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| VOTE WITHHELD | 5,243,922 | N/A |
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Next Steps
Completion of the Scheme remains subject to the satisfaction or, if permitted, waiver of the remaining conditions of the Scheme set out in the scheme document dated 10 March 2010 ("Scheme Document") including, inter alia, the sanction of the Scheme by the Court and the Capital Reduction. The Court Hearings to sanction the Scheme and confirm the Capital Reduction are expected to take place on 22 April 2010 and 26 April 2010 respectively. It is expected that the last day for dealings in Care UK Shares will be 23 April 2010 and the Scheme will become effective on 27 April 2010. If the Scheme becomes effective on 27 April 2010, it is expected that the admission of the Care UK Shares to trading on the London Stock Exchange's main Market for listed securities and the listing of the Care UK Shares on the Official List will be cancelled on 27 April 2010 or shortly thereafter.
The dates stated above are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the associated Capital Reduction and the date on which the conditions set out in Part III of the Scheme Document are satisfied or (if capable of waiver) waived. If any of the expected dates change, Care UK will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a Regulatory Information Service.
Capitalised terms used have the same meaning as set out in the Scheme Document.
Copies of this announcement will be available on the Company's website at http://announcement.careuk.com/ by no later than 12 noon on 2 April 2010.
Enquiries:
| Care UK Michael Averill, Senior Independent Director | Tel: 020 7330 8272 |
| Investec (financial adviser to Care UK) Patrick Robb Martin Smith | Tel: 020 7597 5970 |
| Financial Dynamics (PR advisers to Care UK) Ben Brewerton Jonathan Birt | Tel: 020 7831 3133 |
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.
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.
Overseas Jurisdictions
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.
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 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.