9th Mar 2007 12:25
Mears Group PLC09 March 2007 Not for release, distribution or publication in whole or in part in, into orfrom the United States, Canada, Australia, the Republic of Ireland, theRepublic of South Africa, New Zealand or Japan or any other jurisdiction if todo so would constitute a violation of the relevant laws of such jurisdiction For immediate release9 March 2007 Mears Group PLC Recommended offer for Careforce Group plc and Proposed Placing to raise approximately GBP25.2 million: posting of Offer Document, Equivalent Document and EGM Circular Board appointment Further to the announcement made on 5 March 2007 of a recommended offer by MearsGroup PLC ("Mears") to acquire the entire issued and to be issued share capitalof Careforce Group plc ("Careforce") ("the Offer"), Mears announces that theoffer document containing the full terms and conditions of the Offer ("the OfferDocument") together with an equivalent document relating to Mears approved bythe UK Listing Authority is being posted to Careforce Shareholders today,together with the Form of Acceptance. If you hold Careforce Shares in certificated form, to accept the Offer youshould complete, sign and return the Form of Acceptance as soon as possible and,in any event, so as to be received by Lloyds TSB Registrars by no later than1.00 p.m. on 30 March 2007. If you hold Careforce Shares in uncertificated form (that is, in CREST), toaccept the Offer you should accept the Offer electronically through CREST inaccordance with the instructions set out in the Offer Document so that the TTEInstruction settles by no later than 1.00 p.m. on 30 March 2007. If you holdCareforce Shares as a CREST sponsored member, you should refer to your CRESTsponsor as only your CREST sponsor will be able to send the necessary TTEInstruction to CRESTCo. Copies of the Offer Document and the Form of Acceptance are available forinspection and collection (during normal business hours only) from Lloyds TSBRegistrars at The Causeway, Worthing, West Sussex, BN99 6DA until the Offercloses. The Equivalent Document, which comprises an AIM Admission Document underthe AIM Rules, will be available free of charge from the offices of Investec, 2Gresham Street, London EC2V 7QP for a period of one month. Mears is today also posting to Mears Shareholders a circular containing a noticeof Extraordinary General Meeting to be held at 11 a.m. on Monday, 2 April 2007at the offices of Investec, 2 Gresham Street, London, EC2V 7QP at which theapproval of Mears Shareholders for the Placing will be sought. In the event thatMears Shareholders do not approve the issue of the Placing Shares to implementthe Placing, the Offer will lapse. In the event that the Placing is approved butthe Offer lapses, the Placing will proceed with the net proceeds being appliedto finance expansion by Mears into the domiciliary care market. Admission of thePlacing Shares is expected to occur on Wednesday, 4 April 2007 which may bebefore the Offer is declared unconditional as to acceptances. Board appointment Mears is pleased to announce that Andrew Smith has today been appointed to theBoard of Mears. Andrew Smith (aged 34) qualified as a Chartered Accountant in1994 and prior to joining Mears in December 1999 worked as an auditor with GrantThornton. Prior to his appointment to the Board, Andrew was finance directorcovering the Mears Group's subsidiaries. Andrew Smith holds 130,000 options overMears Shares. Andrew Smith is a director of Mears Limited and Mears Building Services Limitedand has confirmed that there is no further information to be disclosed underSchedule 6(g) of the AIM Rules. Terms defined in the Offer Document and the Equivalent Document have the samemeaning in this announcement. EnquiriesMears Group PLCBob Holt / David Robertson 01453 511 518 InvestecKeith AndersonMichael AnsellDaniel Adams 020 7597 5970 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Mears