Healthcare Locums (HLO)
HEALTHCARE LOCUMS | Company Update | RNS
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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
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