15 Apr 2010 13:39
FORM 8.1
DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES
FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
(Rules 8.1(a) and (b)(i) of the Takeover Code)
1. KEY INFORMATION
| Name of person dealing (Note 1) | Warwick Bidco Limited |
| Company dealt in | Care UK plc |
| Class of relevant security to which the dealings being disclosed relate (Note 2) | Ordinary shares of 10 pence each |
| Date of dealing | 14 April 2010 |
2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE
(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)
|
| Long | Short |
|
| Number (%) | Number (%) |
| (1) Relevant securities
| 1 0.00 | 0 0.00 |
| (2) Derivatives (other than options)
| 0 0.00 | 0 0.00 |
| (3) Options and agreements to purchase/sell
| 0 0.00 | 0 0.00 |
| Total
| 1 0.00 | 0 0.00 |
(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
| Class of relevant security:
| Long | Short |
|
| Number (%) | Number (%) |
| (1) Relevant securities
| 0 0.00 | 0 0.00 |
| (2) Derivatives (other than options)
| 0 0.00 | 0 0.00 |
| (3) Options and agreements to purchase/sell
| 0 0.00 | 0 0.00 |
| Total
| 0 0.00 | 0 0.00 |
(c) Rights to subscribe (Note 3)
| Class of relevant security:
| Details |
| N/A | N/A |
3. DEALINGS (Note 4)
(a) Purchases and sales
| Purchase/sale
| Number of securities | Price per unit (Note 5) |
| Purchase | 1 | £4.50
|
(b) Derivatives transactions (other than options)
| Product name, e.g. CFD | Long/short (Note 6) | Number of securities (Note 7) | Price per unit (Note 5) |
| N/A | N/A | N/A | N/A
|
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
| Product name, e.g. call option
| Writing, selling, purchasing, varying etc. | Number of securities to which the option relates (Note 7) | Exercise price | Type, e.g. American, European etc. | Expiry date | Option money paid/received per unit (Note 5) |
| N/A | N/A | N/A | N/A | N/A | N/A | N/A |
(ii) Exercising
| Product name, e.g. call option | Number of securities | Exercise price per unit (Note 5) |
| N/A | N/A | N/A
|
(d) Other dealings (including new securities) (Note 4)
| Nature of transaction (Note 8)
| Details | Price per unit (if applicable) (Note 5) |
| N/A | N/A | N/A
|
4. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
| Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
| None
|
Is a Supplemental Form 8 attached? (Note 9) NO
| Date of disclosure | 15 April 2010 |
| Contact name | James Murray |
| Telephone number | +44(0) 20 7432 3500 |
| Name of offeree/offeror with which associated | Warwick Bidco Limited |
| Specify category and nature of associate status (Note 10) | Offeror |
Notes
The Notes on Form 8.1 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk
The Takeover Panel has confirmed on an ex parte basis that this dealing has no Code consequences.
This trade has been carried out in relation to the recommended scheme of arrangement (the "Scheme") pursuant to which Warwick Bidco Limited is proposing to acquire the entire issued share capital of Care UK plc, details of which were set out in a circular to Care UK plc shareholders dated 10 March 2010 ("Scheme Document"). As disclosed in the Scheme Document, Warwick Bidco Limited has acquired one ordinary share in Care UK plc so that there will be no requirement under section 593 of the Companies Act 2006 for an independent valuation of the new Care UK plc shares which will be allotted and issued to Warwick Bidco Limited pursuant to the Scheme.