Mears Regulatory News (MER)

13 Apr 2007 17:28

Mears Group PLC13 April 2007 Not for release, distribution or publication in whole or in part in, into or from the United States, Canada, Australia, the Republic of South Africa, New Zealand, the Republic of Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Recommended offer with full cash alternative by Mears Group PLC for the entire issued and to be issued ordinary share capital of Careforce Group plc Closing of Cash Alternative 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 a recommended offer to be made by Mears for the entire issued and to be issued share capital of Careforce. On 4 April 2007 Mears announced that the Offer has been declared unconditional in all respects and that the Cash Alternative would remain open until 1.00 p.m. on 13 April 2007, at which time it would close. The Cash Alternative is now closed to Careforce Shareholders and can no longer be accepted. The Offer will remain open for acceptance until further notice but at least for the next 14 days. Any further extension of the Offer will be publicly announced by 8.00 a.m. on the business day following that day, or such later time or date as the Panel may agree. Careforce Shareholders who have not yet accepted the Offer are urged to do so as soon as possible. As at 1.00 p.m. on 13 April 2007, Mears had received valid acceptances in respect of a total of 13,553,446 Careforce Shares representing in total approximately 97.6 per cent. of Careforce's issued share capital. None of the acceptances were received from persons acting in concert with Mears. Of the valid acceptances, elections have been received for new Mears Shares in respect of 6,915,350 Careforce Shares and elections have been received for the Cash Alternative in respect of 6,638,096 Careforce Shares. Consideration The consideration due in respect of valid acceptances of the Offer received after 1.00 p.m. today will be dispatched to accepting Careforce Shareholders within 14 days of receipt of such valid acceptances. Compulsory acquisition and cancellation of listing As previously announced on 4 April 2007, Mears confirms its intention, as set out in the Offer Document, to apply the provisions of sections 428 to 430F (inclusive) of the Companies Act to acquire compulsorily any Careforce Shares to which the Offer relates in respect of which it has not received valid acceptances or which it has not otherwise acquired. In addition, as set out in the Offer Document, Mears has procured the making of an application by Careforce for cancellation of the admission to trading of Careforce Shares on AIM. It is anticipated that cancellation of listing and trading of the Careforce Shares will take effect on or after 8 May 2007. Acceptance of the Offer Careforce Shareholders who have not yet accepted the Offer are encouraged (whether or not their Careforce Shares are held in CREST) to complete the Forms of Acceptance as soon as possible and return it duly signed and witnessed (together with their share certificate(s) and/or other document(s) of title, if their Careforce Shares are held in certificated form) either by post or by hand (during normal business hours) to Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA. Additional Forms of Acceptance are available from Lloyds TSB Registrars by telephone on 0870 609 2158 (or +44 1903 276 342 if telephoning from outside the UK) or at the address referred to above. The expressions used in this announcement, unless the context otherwise requires, bear the same meaning as in the Offer Document. This announcement does not constitute or form part of any offer to sell or the solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. Any acceptance or other response 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 is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser and broker to Mears and no one else in connection with the Offer and will not be responsible to anyone other than Mears for providing the protections afforded to clients of Investec nor for providing advice in connection with the Offer or the contents of this announcement or any matter referred to herein. Arbuthnot Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial advisor to Careforce and no one else in connection with the Offer and will not be responsible to anyone other than Careforce for providing the protections afforded to clients of Arbuthnot Securities nor for providing advice in connection with the Offer or the contents of this announcement or any matter referred to herein. CLB Littlejohn Frazer, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial advisor to Careforce and no one else in connection with the Offer and will not be responsible to anyone other than Careforce for providing the protections afforded to clients of CLB Littlejohn Frazer nor for providing advice in connection with the Offer or the contents of this announcement or any matter referred to herein. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons in such 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 of securities laws of any such jurisdiction. Unless otherwise determined by Mears and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of, nor will it be made in, into or from the United States, Canada, Australia, the Republic of South Africa, New Zealand, the Republic of Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance and any other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from the United States, Canada, Australia, the Republic of South Africa, New Zealand, the Republic of Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction as to do so may invalidate any purported 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