CCGP Claimar Care

 

TIDMCCGP 
 
RNS Number : 7260Z 
Housing 21 
28 September 2009 
 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR 
IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A 
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 
 
 
 28 September 2009 
RECOMMENDED CASH OFFER 
 
 
for 
 
 
Claimar Care Group plc ("Claimar Care") 
 
 
by 
 
 
Housing 21 ("Housing 21") 
 
 
 
 
 
 
Housing 21 has received acceptances in respect of 48,243,143 Claimar Care Shares 
representing 96.49 per cent. of the issued share capital of Claimar Care 
 
 
Offer declared unconditional in all respects 
 
 
Offer extended until further notice 
 
 
 
 
On 28 August 2009, it was announced that the boards of Housing 21 and Claimar 
Care had reached agreement on the terms of a unanimously recommended cash offer 
to be made by Housing 21 to acquire the entire issued and to be issued ordinary 
share capital of Claimar Care. 
 
 
On 21 September 2009, it was announced that as at 1.00 p.m. on 18 September 2009 
(being the First Closing Date of the Offer), the Offer had become unconditional 
as to acceptances. 
 
 
 
 
Offer unconditional in all respects 
Housing 21 is pleased to announce that as at 1.00 p.m. on 25 September 2009 
(being the next closing date of the Offer) all the other conditions to the Offer 
have now been satisfied or waived and the Offer has therefore been declared 
unconditional in all respects. 
 
 
Acceptance levels 
As at 1.00 p.m. on 25 September 2009, Housing 21 had received valid acceptances 
in respect of 48,243,143 Claimar Care Shares representing 96.49 per cent. of the 
current issued share capital of Claimar Care. This total includes acceptances in 
respect of 24,422,578 Claimar Care Shares (representing 48.85 per cent. of the 
current issued share capital of Claimar Care) which were subject to irrevocable 
undertakings and acceptances in respect of 2,762,302 Claimar Care Shares 
(representing 5.53 per cent. of the current issued share capital of Claimar 
Care) which were subject to non-binding letters of intent. Further details of 
the irrevocable undertakings and letters of intent are set out in the Offer 
Document. 
 
 
Offer extended 
The Offer, which remains subject to the terms and conditions set out or referred 
to in the Offer Document, is being extended and will remain open for acceptance 
until further notice. 
 
 
Claimar Care Shareholders who wish to accept the Offer and have not yet done so 
are urged to do so in the manner set out in the Offer Document as soon as 
practicable. 
 
 
Settlement 
Settlement will be effected on or before 12 October 2009 for Claimar Care 
Shareholders who have validly accepted the Offer prior to today's date. 
Settlement for Claimar Care Shareholders who validly accept the Offer after 
today's date will be effected within 14 days of receipt of their valid 
acceptance. Further details of settlement arrangements in relation to the Offer 
are set out in the Offer Document. 
 
 
Cancellation of Admission to trading on AIM, re-registration as a private 
company and compulsory acquisition 
Housing 21 has requested that Claimar Care applies for cancellation of the 
admission to trading of the Claimar Care Shares on AIM. It is expected that this 
cancellation will take effect from 7.00 a.m. on 27 October 2009. 
 
 
Following the delisting of the Claimar Care Shares, the remaining Claimar Care 
Shareholders will become minority shareholders in a privately controlled 
unlisted company. This will significantly reduce the liquidity and marketability 
of any Claimar Care Shares not assented to the Offer. In this event, Claimar 
Care Shareholders may be unable to sell their Claimar Care Shares and there can 
be no certainty that any dividends or other distributions will be made by 
Claimar Care or that the Claimar Care Shareholders will again be offered as much 
as the Offer Price for the Claimar Care Shares held by them. 
 
 
As Housing 21 has received acceptances under the Offer in respect of more than 
90 per cent. in nominal value of the Claimar Care Shares to which the Offer 
relates (and 90 per cent. or more of the voting rights carried by the Claimar 
Care Shares to which the Offer relates) and all other conditions of the Offer 
have been satisfied or waived, Housing 21 intends to exercise its rights 
pursuant to the provisions of Chapter 3 of Part 28 of CA 2006 to acquire 
compulsorily the remaining Claimar Care Shares in respect of which the Offer has 
not been accepted, on the same terms as the Offer. 
 
 
Housing 21 intends to procure that Claimar Care be re-registered as a private 
company under the relevant provisions of the Acts as soon as practicable. 
 
 
Acceptance procedure 
If you hold Claimar Care Shares in certificated form (that is, not in CREST), 
you may only accept the Offer in respect of such Claimar Care Shares by 
completing, signing and returning the Form of Acceptance to Capita Registrars, 
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU 
together with the relevant share certificate(s) and/or other document(s) of 
title as soon as possible. Additional Forms of Acceptance are available from 
Capita Registrars on 0871 664 0321 or if calling from outside the UK, on +44 20 
8639 3399. Calls to the Capita Registrars 0871 664 0321 number are charged at 10 
pence per minute (including VAT) plus any of your service provider's network 
extras. Calls to the Capita Registrars +44 20 8639 3399 number from outside the 
UK are charged at applicable international rates. Different charges may apply to 
calls made from mobile telephones and calls may be recorded and monitored 
randomly for security and training purposes. Capita cannot give any legal, 
financial or tax advice or advice on the merits of this Offer. 
 
If your Claimar Care Shares are held in uncertificated form, to accept the 
Offer, you should follow the procedure for Electronic Acceptance through CREST 
so that the TTE Instruction settles as soon as possible. If you are a CREST 
sponsored member, you should refer to your CREST sponsor before taking any 
action, as only your CREST sponsor will be able to send the TTE Instruction(s) 
to Euroclear in relation to your Claimar Care Shares. 
 
 
Further details of the acceptance procedure can be found in the Offer Document. 
Copies of the Offer Document and the Form of Acceptance are available for 
inspection at the offices of Denton Wilde Sapte LLP, One Fleet Place, London, 
EC4M 7WS during business hours on any weekday (Saturdays, Sundays and public 
holidays excepted) whilst the Offer remains open for acceptance. 
 
 
Terms used in this announcement have the same meaning given to them in the Offer 
Document. 
 
 
A copy of this announcement is available on the Claimar Care website, 
www.claimar.co.uk and on the Housing 21 website, www.housing21.co.uk. 
 
 
Enquiries: 
 
 
+--------------------------------+---------------------------------------------+ 
| Housing 21                     |                                             | 
+--------------------------------+---------------------------------------------+ 
| Pushpa Raguvaran,              | T: 03701924820; p.raguvaran@housing21.co.uk | 
| Deputy Chief Executive and     |                                             | 
| Commercial Director            |                                             | 
+--------------------------------+---------------------------------------------+ 
|                                |                                             | 
+--------------------------------+---------------------------------------------+ 
| Grant Thornton Corporate       |                                             | 
| Finance                        |                                             | 
| (Financial adviser to Housing  |                                             | 
| 21)                            |                                             | 
+--------------------------------+---------------------------------------------+ 
| Stephen Baker                  | T: 0207 728 3100                            | 
+--------------------------------+---------------------------------------------+ 
| Colin Aaronson                 | T: 0207 728 2942                            | 
+--------------------------------+---------------------------------------------+ 
| Salmaan Khawaja                | T: 0207 728 2053                            | 
+--------------------------------+---------------------------------------------+ 
|                                |                                             | 
+--------------------------------+---------------------------------------------+ 
| Claimar Care Group plc         |                                             | 
+--------------------------------+---------------------------------------------+ 
| Mark Hales, Chief Executive    | T: 0121 410 4080                            | 
+--------------------------------+---------------------------------------------+ 
|                                |                                             | 
+--------------------------------+---------------------------------------------+ 
| KPMG Corporate Finance         |                                             | 
| (Joint financial adviser to    |                                             | 
| Claimar Care Group plc)        |                                             | 
+--------------------------------+---------------------------------------------+ 
| Andrew Nicholson               | T: 0207 694 3782                            | 
+--------------------------------+---------------------------------------------+ 
| Chris Belsham                  | T: 0161 246 4548                            | 
+--------------------------------+---------------------------------------------+ 
|                                |                                             | 
+--------------------------------+---------------------------------------------+ 
| Arden Partners                 |                                             | 
| (Joint financial adviser to    |                                             | 
| Claimar Care Group plc)        |                                             | 
+--------------------------------+---------------------------------------------+ 
| Steven Douglas                 | T: 0121 423 8943                            | 
+--------------------------------+---------------------------------------------+ 
|                                |                                             | 
+--------------------------------+---------------------------------------------+ 
| M:Communications               |                                             | 
| (PR adviser to Housing 21)     |                                             | 
+--------------------------------+---------------------------------------------+ 
| Caroline Villiers              | T: 020 7920 2321/E: villiers@mcomgroup.com  | 
+--------------------------------+---------------------------------------------+ 
| Adrian Flook                   | T: 020 7920 2388/E: flook@mcomgroup.com     | 
+--------------------------------+---------------------------------------------+ 
| Marylène Guernier              | T: 020 7920 2369/E: guernier@mcomgroup.com  | 
+--------------------------------+---------------------------------------------+ 
 
 
 
 
The Housing 21 Board Members accept responsibility for the information contained 
in this announcement. To the best of the knowledge and belief of the Housing 21 
Board Members (who have taken all reasonable care to ensure that such is the 
case), the information contained in this document for which they accept 
responsibility is in accordance with the facts and does not omit anything likely 
to affect the import of such information. 
 
 
Overseas Jurisdictions 
The availability of the Offer to Claimar Care Shareholders not resident in the 
United Kingdom or who are subject to the laws of any jurisdiction other than the 
United Kingdom may be affected by the laws of the relevant jurisdictions. Such 
persons should inform themselves about and observe any applicable legal or 
regulatory requirements. 
Unless otherwise determined by Housing 21 or required by the Panel and unless 
permitted by applicable law and regulation, the Offer is not being made, 
directly or indirectly, in or into, the United States, Canada, Australia, Japan 
or any other Restricted Jurisdiction or by use of the mails of, or by any means 
or instrumentality (including, without limitation, facsimile, internet, TTE 
Instruction or other electronic transmission, telex or telephone) of interstate 
or foreign commerce of, or of any facility of a national, state or other 
securities exchange of the United States, Canada, Australia, Japan or any other 
Restricted Jurisdiction. This announcement does not constitute an offer in or 
into the United States, Canada, Australia, Japan or any other Restricted 
Jurisdiction and the Offer may not be capable of acceptance from or within the 
United States, Canada, Australia, Japan or any other Restricted Jurisdiction. 
Accordingly, unless otherwise determined by Housing 21 or required by the Panel 
and unless permitted by applicable law and regulation, neither this announcement 
nor the Offer Document nor the accompanying Form of Acceptance are being, and 
they must not be, mailed or otherwise distributed or sent in, into or from, the 
United States, Canada, Australia, Japan and persons receiving such documents 
(including, without limitation, nominees, trustees or custodians) must not 
distribute or send them in, into or from, the United States, Canada, Australia, 
Japan or any other Restricted Jurisdiction. Doing so may render invalid any 
purported acceptance of the Offer. 
 
 
It is the responsibility of any Overseas Claimar Care Shareholders wishing to 
accept the Offer to satisfy themselves as to the full observance of the laws and 
regulatory requirements of the relevant territory in connection therewith, 
including the obtaining of any governmental, exchange control or other consents 
which may be required or the compliance with other necessary formalities needing 
to be observed and the payment of any issue, transfer or other taxes or duties 
due in such jurisdiction. 
This announcement 
This announcement is not intended to and does not constitute or form any part 
of, an offer to sell or an invitation to purchase or the solicitation of an 
offer to subscribe for any securities. The Offer will be made solely by the 
Offer Document and (in the case of certificated Claimar Care Shares) the Form of 
Acceptance, which contain the full terms and conditions of the Offer, including 
details of how the Offer may be accepted. Any acceptance or other response in 
relation to the Offer should be made only on the basis of the information 
contained in the Offer Document and (in the case of certificated Claimar Care 
Shares) the Form of Acceptance. 
 
 
No person has been authorised to give any information or make any 
representations other than those contained in this announcement and, if given or 
made, such information or representations must not be relied upon as having been 
authorised 
 
 
Advisers 
Grant Thornton Corporate Finance, a division of Grant Thornton UK LLP which is 
authorised and regulated in the United Kingdom by the Financial Services 
Authority, is acting as financial adviser exclusively for Housing 21 in 
connection with the Offer and no one else and will not be responsible to anyone 
other than Housing 21 for providing the protections afforded to its clients, or 
for providing advice in relation to the Offer, the contents of this 
announcement, the Offer Document or any arrangements referred to herein or 
therein. 
 
 
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated 
by the Financial Services Authority for investment business activities, is 
acting for Claimar Care as joint financial adviser in relation to the Offer and 
is not acting for any other person in relation to such Offer. KPMG Corporate 
Finance will not be responsible to anyone other than Claimar Care for providing 
the protections afforded to its clients or for providing advice in relation to 
the contents of this announcement or any transaction or arrangement referred to 
herein. 
 
 
Arden Partners plc, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority in respect of regulated activities, is acting 
for Claimar Care as joint financial adviser and broker in relation to the Offer 
and is not acting for any other person in relation to such Offer. Arden Partners 
plc will not be responsible to anyone other than Claimar Care for providing the 
protections afforded to its clients or for providing advice in relation to the 
contents of this announcement or any transaction or arrangement referred to 
herein. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OUPCKAKBOBKDQCB 
 

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