Mears Regulatory News (MER)

2 Apr 2007 11:25

Mears Group PLC02 April 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. Result of Extraordinary General Meeting At Mears' Extraordinary General Meeting held earlier today, the resolutionrelating to the Placing, which was detailed in the Circular sent to MearsShareholders dated 9 March 2007, was passed unanimously without amendment. It isexpected that admission of the Placing Shares to trading on AIM will becomeeffective on 4 April 2007. Mears announced on 30 March 2007 that the Offer had become unconditional as toacceptances and would remain open until further notice. The Cash Alternativewill remain open until 1.00 p.m. on 13 April 2007, at which time it will close. Careforce Shareholders who have not yet accepted the Offer are urged to do so assoon as possible. Careforce Shareholders who hold their Careforce Shares in certificated form, whowish to accept the Offer and have not done so, should complete their Forms ofAcceptance and return them by post or (during normal business hours only) by hand 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. CareforceShareholders, who are CREST sponsored members, should refer to their CRESTsponsor before taking any action as only their CREST sponsor will be able tosend the necessary TTE instruction to CRESTCo in relation to their CareforceShares. The expressions used in this announcement, unless the context otherwiserequires, bear the same meaning as in the Offer Document and Circular dated 9March 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, into or from the UnitedStates, 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. Enquiries Mears Group PLC 01453 511 518Bob Holt / David Robertson InvestecKeith Anderson 020 7597 5970Daniel Adams This information is provided by RNS The company news service from the London Stock Exchange