Offer Update

1 Feb 2006 09:53

Civica PLC01 February 2006 1 February 2006 Not for release, distribution or publication in whole or in part in, into orfrom the United States, Canada, Australia, Ireland or Japan or any otherjurisdiction if to do so would constitute a violation of the relevant laws ofsuch jurisdiction. Recommended cash offer by Investec on behalf of Civica plc to acquire the entire issued and to be issued share capital of Comino Group plc Offer unconditional in all respects On 13 December 2005 the boards of Civica plc ("Civica") and Comino Group plc("Comino") announced that they had reached agreement on the terms of arecommended cash offer to be made by Investec on behalf of Civica for the entireissued and to be issued share capital of Comino. The Offer continues to berecommended by the Comino Board. On 27 January 2006 Civica announced that the Offer had been declaredunconditional as to acceptances but that it remained subject to the otherconditions contained in Part A of Appendix 1 to the document containing theOffer which was posted to Comino Shareholders on 20 December 2005 (the "OfferDocument"). Civica is pleased to announce that all of the conditions to the Offer, includingthe condition relating to Admission, have now been satisfied or waived and,accordingly, that the Offer is unconditional in all respects. The Offer willremain open for acceptances until further notice. The Placing Shares have now been admitted to trading on AIM. Dealings in thePlacing Shares commenced today. As at 1.00 p.m. yesterday, 31 January 2006, Civica had received validacceptances in respect of a total of 13,593,864 Comino Shares representing intotal approximately 96.70 per cent. of Comino's issued share capital. Consideration The consideration to which any Comino Shareholder is entitled under the Offerwill be paid within 14 days of today's date in respect of Comino Shares forwhich valid acceptances of the Offer have been received as at 1.00 p.m. today.The consideration due in respect of valid acceptances of the Offer receivedafter 1.00 p.m. today will be dispatched to accepting Comino Shareholders within14 days of receipt of such acceptances. Compulsory acquisition and cancellation of listing Civica confirms its intention, as set out in the Offer Document, to apply theprovisions of sections 428 to 430F (inclusive) of the Companies Act to acquirecompulsorily any Comino Shares to which the Offer relates in respect of which ithas not received valid acceptances or which it has not otherwise acquired. In addition, as set out in the Offer Document, Civica intends to procure themaking of an application by Comino to the UK Listing Authority for thecancellation of the listing of Comino Shares on the Official List and to theLondon Stock Exchange for the cancellation of trading of Comino Shares on itsmarket for listed securities. Accordingly, the 20 business day notice period hascommenced and it is anticipated that cancellation of listing and trading willtake effect on or after 2 March 2006, being not less than 20 business days fromthe date of this announcement. Acceptance of the Offer Comino Shareholders who have not yet accepted the Offer are encouraged (whetheror not their Comino Shares are hold in CREST) to complete the Forms ofAcceptance as soon as possible and return it duly signed and witnessed (togetherwith their share certificate(s) and/or other document(s) of title, if theirComino Shares are held in certificated form) either by post or by hand (duringnormal business hours) to Capita Registrars, Corporate Actions, PO Box 166, TheRegistry, 34 Beckenham Road, Beckenham, Kent BR3 4TH. Additional Forms ofAcceptance are available from Capita Registrars by telephone on 0870 162 3121(or +44 20 8639 2157 if telephoning from outside the UK) or at the addressreferred to above. 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 referredto in the Offer Document and the Form of Acceptance. Investec, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for Civica and no one else in connectionwith the Offer and will not be responsible to anyone other than Civica forproviding 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. Close Brothers, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for Comino and no one else in connectionwith the Offer and will not be responsible to anyone other than Comino forproviding the protections afforded to clients of Close Brothers nor forproviding advice in connection with the Offer or the contents of thisannouncement or any matter referred 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 ordistributed should inform themselves about, and observe, such restrictions. Andfailure to comply with the restrictions may constitute a violation of securitieslaws of any such jurisdiction. Unless otherwise determined by Civica 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, Ireland or Japan or any other jurisdiction ifto do so would constitute a violation of the relevant laws of such jurisdictionand the Offer will not be capable of acceptance by any such use, means,instrumentality or facilities. Accordingly, copies of this announcement, theOffer Document, the Form of Acceptance and any other documents relating to theOffer 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, Ireland or Japan or anyother jurisdiction if to do so would constitute a violation of the relevant lawsof such jurisdiction and persons receiving such documents (including custodians,nominees and trustees) must not directly or indirectly mail, transmit orotherwise forward, distribute or send them in, into or from any suchjurisdiction as to do so may invalidate any purported acceptance of the Offer. Enquiries Civica plc - Simon Downing / Mike Stoddard 020 7760 2800 Buchanan Communications - Tim Thompson / Nicola 020 7466 5000Cronk Investec - Andrew Pinder / David Currie 020 7597 5970 Comino Group plc - Garth Selvey / Paul Clifford 01628 525 433 Binns & Co PR Ltd - Peter Binns / Paul McManus 020 7153 1485 Close Brothers - Peter Alcaraz / James Davies 020 7655 3100 This information is provided by RNS The company news service from the London Stock Exchange