Offer Update (8786W)
26 Novembro 2010 - 9:39AM
UK Regulatory
TIDMNSR
RNS Number : 8786W
Nestor Healthcare Group PLC
26 November 2010
26 November 2010
Nestor Healthcare Group PLC ("Nestor" or the "Company")
Revised approach
Following the announcement released by the Company on 7 October
2010 in relation to a revised indicative approach from Acromas
Holdings Limited ("Acromas"), the Directors of Nestor (the "Board")
confirm that they have received a further revised indicative
approach from Acromas of 110 pence per ordinary share in cash.
Under the terms of the revised indicative approach Nestor
shareholders would also receive a second interim dividend for the
year ending 31 December 2010 of 2.5 pence per ordinary share.
The Board confirms that it continues in discussions with
Acromas, however no formal offer has been received and there can be
no certainty that a formal offer will be made, nor as to the terms
on which any offer might be made.
This announcement has been made with the agreement of Acromas.
Further announcements will be made as appropriate.
For further information please contact: Investec Investment
Banking Tel: +44 (20) 7597 5970
Martin Smith
Cara Griffiths
Alex Thomson
Citigate Dewe Rogerson Tel: +44 (20) 7638 9571
Toby Mountford
Ged Brumby
Investec Investment Banking, a division of Investec Bank plc,
which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting exclusively for Nestor
and no one else in connection with matters described in this
announcement and will not be responsible to anyone other than
Nestor for providing the protections afforded to clients of
Investec Investment Banking nor for providing advice in relation to
matters described in this announcement.
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 per cent. 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129."
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Code, which can also
be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule
8, you should consult the Panel.
A copy of this announcement will be available on the Company's
website at
http://ww1.investorrelations.co.uk/Nestor/announcements/pressreleases/
This information is provided by RNS
The company news service from the London Stock Exchange
END
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