Mears Regulatory News (MER)

11 Jun 2007 08:04

Mears Group PLC11 June 2007 Not for release, distribution or publication in whole or in part in, into orfrom the United States, Canada, Australia, the Republic of South Africa, NewZealand, the Republic of Ireland or Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of such jurisdiction. Recommended offer with full cash alternative by Mears Group PLC for the entireissued and to be issued ordinary share capital of Careforce Group plc Offer Update On 5 March 2007 the boards of Mears Group PLC ("Mears") and Careforce Group plc("Careforce") announced that they had reached agreement on the terms of arecommended offer to be made by Mears for the entire issued and to be issuedshare capital of Careforce. As at 1.00 p.m. on 8 June 2007, Mears had received valid acceptances in respectof a total of 13,677,293 Careforce Shares representing in total approximately93.1 per cent. of Careforce's issued share capital (which includes shares issued as a result of the exercise of Careforce Options following the Offerhaving been declared unconditional in all respects). None of the acceptanceswere received from persons acting in concert with Mears. Of the validacceptances, elections have been received for new Mears Shares in respect of7,039,197 Careforce Shares and elections have been received for the CashAlternative in respect of 6,638,096 Careforce Shares. As previously announced, the Offer closed at 1.00 p.m. on 8 June 2007. The expressions used in this announcement, unless the context otherwiserequires, bear the same meaning as in the Offer Document. This announcement does not constitute or form part of any offer to sell or thesolicitation of an offer to subscribe for or buy any security, nor is it asolicitation of any vote or approval in any jurisdiction, nor shall there be anysale, issuance or transfer of the securities referred to in this announcement inany jurisdiction in contravention of applicable law. Any acceptance or otherresponse to the Offer should be made only on the basis of information referred to in the Offer Document and the Form of Acceptance. Investec Investment Banking, a division of Investec Bank (UK) Limited, which isauthorised and regulated in the United Kingdom by the Financial ServicesAuthority, is acting as financial adviser and broker to Mears and no one else inconnection with the Offer and will not be responsible to anyone other than Mearsfor providing the protections afforded to clients of Investec nor for providingadvice in connection with the Offer or the contents of this announcement or anymatter referred to herein. Arbuthnot Securities Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as financial advisor toCareforce and no one else in connection with the Offer and will not be responsible to anyone other than Careforce for providing the protectionsafforded to clients of Arbuthnot Securities nor for providing advice inconnection with the Offer or the contents of this announcement or any matterreferred to herein. CLB Littlejohn Frazer, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting as financial advisor toCareforce and no one else in connection with the Offer and will not beresponsible to anyone other than Careforce for providing the protectionsafforded to clients of CLB Littlejohn Frazer nor for providing advice inconnection with the Offer or the contents of this announcement or any matterreferred to herein. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore persons insuch jurisdictions into which this announcement is released, published or distributed should inform themselves about, and observe, such restrictions.Failure to comply with the restrictions may constitute a violation ofsecurities laws of any such jurisdiction. Unless otherwise determined by Mears and permitted by applicable law andregulation, the Offer is not being, and will not be, made, directly orindirectly, in, into or from, or by use of the mails of, or by any means orinstrumentality (including, without limitation, facsimile transmission, telex,telephone or email) of interstate or foreign commerce of, or by any facility ofa national securities exchange of, nor will it be made in, into or from theUnited States, Canada, Australia, the Republic of South Africa, New Zealand,the Republic of Ireland or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and the Offerwill not be capable of acceptance by any such use, means, instrumentality orfacilities. Accordingly, copies of this announcement, the Offer Document, theForm of Acceptance and any other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwiseforwarded, distributed or sent, in whole or in part, in, into or from theUnited States, Canada, Australia, the Republic of South Africa, New Zealand, theRepublic of Ireland or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and personsreceiving such documents (including custodians, nominees and trustees) must notdirectly or indirectly mail, transmit or otherwise forward, distribute or sendthem in, into or from any such jurisdiction as to do so may invalidate anypurported acceptance of the Offer.Investec Keith Anderson Michael Ansell Daniel Adams 020 7597 5970 This information is provided by RNS The company news service from the London Stock Exchange