26 Apr 2010 11:42
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
26 April 2010
Recommended Proposals for the cash acquisition of Care UK plc by Warwick Bidco Limited
Result of Capital Reduction Court Hearing
Care UK plc ("Care UK") is pleased to announce that today, at the Capital Reduction Court Hearing, the Court confirmed the reduction of capital associated with the cancellation of the Scheme Shares.
The Capital Reduction Court Order is expected to be delivered to the Registrar of Companies tomorrow, 27 April 2010, at which time the Scheme will become effective.
Care UK has made an application to the London Stock Exchange for the cancellation of the admission to trading of Care UK Shares on its main market for listed securities and to the UK Listing Authority for the cancellation of the admission of the Care UK Shares to the Official List, in each case to be effective from 8:00 a.m. (London time) tomorrow, 27 April 2010.
Holders of Scheme Shares are entitled to receive 450 pence for each Scheme Share held by them at the Scheme Record Time (6:00 p.m. (London time) on 23 April 2010).
The consideration due to Scheme Shareholders will be sent no later than 11 May 2010.
Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.
A copy of this announcement will be available on the Care UK website at http://announcement.careuk.com/ by no later than 12 noon on 27 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 |
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.