Mears Regulatory News (MER)

30 Mar 2007 17:06

Mears Group PLC30 March 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 unconditional as to acceptances On 5 March 2007, Mears Group PLC ("Mears") announced the terms of a recommendedoffer to purchase the entire issued and to be issued share capital of CareforceGroup plc ("Careforce"). Under the terms of the Offer, Careforce Shareholders will receive 0.4552 new Mears Shares for each Careforce Share they hold.Careforce Shareholders who validly accept the Offer may elect to receive cashin lieu of some or all of the new Mears Shares to which they would otherwise be entitled on the basis of 150p in cash for each Careforce Share. The Offer Document was posted to Careforce Shareholders on 9 March 2007. Mears announces that, as at 1.00 p.m. on 30 March 2007, being the first closingdate of the Offer, valid acceptances of the Offer had been received in respectof a total of 13,171,952 Careforce Shares representing 94.85 per cent. of the issued share capital of Careforce. None of these acceptances were received frompersons acting in concert with Mears and each of these acceptances will becounted towards the satisfaction of the acceptance condition under the Offer. Prior to making the Offer, Mears obtained irrevocable undertakings to accept, orprocure the acceptance of, the Offer from certain Careforce Shareholders inrespect of 7,635,179 Careforce Shares, representing in aggregate approximately 55.0 per cent. of the issued share capital of Careforce. In respect of theCareforce Shares which are the subject of irrevocable undertakings, Mears hadat 1.00 pm on 30 March 2007 received valid acceptances in respect of all such shares. Accordingly, the Board of Mears announces that the acceptance condition set outin condition (a) of Part A of Part IV to the Offer Document has been satisfiedand that the Offer has become unconditional as to acceptances. The Offer will remain open for acceptance until further notice but at least forthe next 14 days. Careforce Shareholders who have not yet accepted the Offerare urged to do so as soon as possible. The Cash Alternative will remain openuntil 1.00 p.m. on 13 April 2007, at which time it will close. The Offer remains conditional upon the remaining conditions contained in Part Aof Part IV to the Offer Document, including the passing of the resolution to beproposed at the Extraordinary General Meeting on 2 April 2007 and the admissionof the Placing Shares to trading on AIM and such admission becoming effective inaccordance with the AIM Rules. It is expected that Admission will becomeeffective on 4 April 2007. Save for a contract for differences in respect of 20,000 Careforce Shares heldby Reginald Pomphrett, a director of Mears, neither Mears nor any person deemedto be acting in concert with Mears for the purpose of the Offer: (a) owned orcontrolled any Careforce Shares, or any rights over such Careforce Sharesimmediately prior to 5 March 2007, being the commencement of the Offer Period;(b) has acquired or agreed to acquire any Careforce Shares (or rights over Careforce Shares) during the Offer Period, (c) is interested in or has anyrights to subscribe for Careforce Shares (d) holds any short position under aderivative referenced to Careforce Shares, (e) is a party to any agreement tosell or any delivery obligation or right to require another person to purchaseor take delivery of any Careforce Shares, or (f) has borrowed or lent, save forborrowed shares which have been either on-lent or sold, any Careforce Shares. Accepting the Offer Careforce Shareholders who hold their Careforce Shares in certificated form whowish to accept the Offer and have not done so should complete their Form(s) ofAcceptance and return it/them by post or (during normal business hours only) byhand to Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA assoon as possible and, in any event, so as to be received no later than 1.00p.m. on 13 April 2007, by following the procedure set out in paragraph 16(a) of Part II of the Offer Document. Additional Forms of Acceptance are available from Lloyds TSB Registrars bytelephone on 0870 609 2158 (or +44 1903 276 342 if telephoning from outside theUK) or at the address referred to above. Careforce Shareholders who hold their Careforce Shares in uncertificated form(that is, in CREST), who wish to accept the Offer and have not done so, shouldmake their acceptance electronically through CREST so that the TTE instruction settles no later than 1.00 p.m. on 13 April 2007, by following the procedure setout in paragraph 16(b) of Part II of the Offer Document. Careforce Shareholderswho are CREST sponsored members, should refer to their CREST sponsor before taking any action as only their CREST sponsor will be able to send the necessaryTTE instruction to CRESTCo in relation to their Careforce Shares. The expressions used in this announcement, unless the context otherwiserequires, bear the same meaning as in the Offer Document dated 9 March 2007. This announcement does not constitute an offer to sell or the solicitation of anoffer to subscribe for or buy any security, nor is it a solicitation of anyvote or approval in any jurisdiction, nor shall there be any sale, issuance ortransfer of the securities referred to in this announcement in any jurisdictionin contravention of applicable law. 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. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of"relevant securities" of Careforce or of Mears all "dealings" in any "relevant securities" of Careforce or of Mears (including by means of an option in respectof, or a derivative referenced to, any such "relevant securities") must bepublicly disclosed by not later than 3.30 p.m. (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe Offer Period otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Careforce or of Mears, they will bedeemed to be a single person for the purpose of Rule 8.3. Under the provisionsof Rule 8.1 of the City Code, all "dealings" in "relevant securities" ofCareforce or Mears by Mears or Careforce, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) onthe London business day following the date of the relevant transaction. Adisclosure table, giving details of the companies in whose "relevant securities""dealings" should be disclosed, and the number of such securities in issue, canbe found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marksare defined in the City Code, which can also be found on the Panel's website. Ifyou are in any doubt as to whether or not you are required to disclose a"dealing" under Rule 8, you should consult the Panel. Enquiries InvestecKeith AndersonDaniel Adams 020 7597 5970 This information is provided by RNS The company news service from the London Stock Exchange