Healthcare Locums PLC Company Update (2061X)
06 Fevereiro 2013 - 5:00AM
UK Regulatory
TIDMHLO
RNS Number : 2061X
Healthcare Locums PLC
06 February 2013
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 THAT
JURISDICTION.
Company Update and announcement of an Indicative Proposal of a
Capital Injection and Offer for Healthcare Locums plc ("HCL" or
"the Company")
Further to the Company update announcement made on 23 January
2013, the Board can now provide a further update on developments.
The Board is continuing to explore ways to deliver on the Group's
strategy. In the UK the Board remains convinced that the best way
to grow the business is to align the Company objectives with those
of the NHS, providing high quality workforce solutions through the
procurement frameworks. By delivering high standards of compliance
and working closely with customers to understand their detailed
requirements we aim to expand the business significantly and the
Board is seeking the necessary funding to ensure the Company's
future financial stability to support this growth. Similarly, the
Board believes the Group's Australian business has significant
opportunities for growth in the medium term.
As previously reported, the Company's two main shareholders,
Toscafund Asset Management LLP ("Toscafund") and Ares Capital
Europe Limited ("ACE"), support this strategy. The Company's banks
also remain supportive of the business.
The Board today announces that, in connection with its seeking
an injection of further capital into the Company, it has received
an indicative joint proposal ("Indicative Proposal") from Toscafund
and ACE to acquire all the outstanding ordinary shares of the
Company not already owned by them and their concert parties at a
price in cash of at least 0.54 pence per share, being the closing
market price of an HCL share on 5 February 2013. Parties acting in
concert with Toscafund, ACE and parties acting in concert with ACE
own, in aggregate, approximately 72.5 per cent. of the issued share
capital of the Company. Subject to reaching agreement with the
Company and the lending banks, Toscafund and ACE have indicated
their joint intention to inject significant capital into the
business following successful completion of an offer.
This announcement is made with the consent of Toscafund and ACE
although there can be no certainty that an offer will ultimately be
made for HCL, nor as to the terms on which any offer may ultimately
be made. Toscafund and ACE reserve the right to announce an offer
at a lower price with the agreement of the Board.
In accordance with Rule 2.6(a) of the City Code on Takeovers and
Mergers (the "Code"), Toscafund and ACE will have until 5pm on 6
March 2013 to announce either a firm intention to make an offer for
HCL or that they do not intend to make an offer. This deadline will
only be extended with the consent of the Panel in accordance with
Rule 2.6(c) of the Code.
This announcement does not amount to a firm intention to make an
offer under Rule 2.7 of the Code. In accordance with Rule 2.10 of
the Code, the Company announces that it has 847,799,742 ordinary
shares of 10 pence each in issue. The International Securities
Identification Number ("ISIN") for the ordinary shares is
GB00B0MD8242. A copy of this announcement will be available,
subject to certain restrictions, for inspection on HCL's website at
www.hclplc.com. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
For enquiries please contact:
Healthcare Locums plc 020 7451 1451
Stephen Burke, Chief Executive Officer
Investec Bank plc 020 7597 5970
Gary Clarence/Patrick Robb/Daniel Adams
Pelham Bell Pottinger 020 7861 3232
David Rydell/ Emma Kent/ Duncan Mayall/
Charlotte Offredi
Important Notice
Investec Bank plc, who is authorised and regulated in the UK by
the Financial Services Authority, is acting for HCL and no-one else
in connection with the possible offer and will not regard any other
person as a client in relation to the possible offer and will not
be responsible to anyone other than HCL for providing the
protections afforded to its clients or for providing advice in
relation to the possible offer or any matters referred to in this
announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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