13th Dec 2005 07:02
Civica PLC13 December 2005 Not for release, distribution or publication in whole or in part in, into orfrom the United States, Canada, Australia, Ireland or Japan or any otherjurisdiction if to do so would constitute a violation of the relevant laws ofsuch jurisdiction For immediate release 13 December 2005 Civica plc Recommended cash offer for Comino Group plc Proposed Placing of 11,304,348 Placing Shares to raise approximately £26 million • The boards of Civica and Comino are pleased to announce the terms of a recommended cash offer, to be made by Investec on behalf of Civica, for the entire issued and to be issued share capital of Comino. • Under the terms of the Offer, Comino Shareholders will receive 335 pence in cash per Comino Share, valuing the entire issued and to be issued share capital of Comino at approximately £49.8 million. Comino Shareholders will retain the right to receive the Interim Dividend announced by Comino on 8 November 2005 and payable on 26 January 2006. • The Offer represents a premium of approximately 13 per cent. over the closing middle market quotation of 296 pence per Comino Share (as derived from the Daily Official List) on 6 December 2005, being the last dealing day prior to the commencement of the offer period and a premium of approximately 24 per cent. over the average closing middle market quotation of 270 pence per Comino Share for the three month period prior to the commencement of the offer period. • The Comino Directors have undertaken to accept the Offer in respect of their entire beneficial interests in Comino Shares, amounting to 759,091 Comino Shares in aggregate and representing approximately 5.4 per cent. of the fully diluted share capital of Comino. • Framlington Investment Management Limited has undertaken to accept the Offer in respect of 3,012,500 Comino Shares in aggregate, representing approximately 21.5 per cent. of the current issued share capital of Comino. • Newby Holdings Limited has undertaken to accept the Offer in respect of 370,000 Comino Shares, representing approximately 2.6 per cent. of the current issued share capital of Comino. • A letter of intent has been received from Schroders Investment Management Limited in respect of 1,577,286 Comino Shares representing approximately 11.3 per cent. of the current issued share capital of Comino. • Comino is a leading software supplier to the local government, social housing and occupational pensions markets. For the financial year ended 31 March 2005. Comino achieved turnover of £25.5 million (2004: £24.5 million) and profits before taxation of £1.95 million (2004: £1.71 million). It had gross assets of £24.5 million as at 31 March 2005. For the six months ended 30 September 2005, Comino achieved turnover of £13.1 million (2004: £12.2 million) and profits before taxation of £1.40 million (2004: £0.85 million). • The acquisition of Comino is in line with Civica's stated strategy of increasing the owned intellectual property rights component of its business, and the board of Civica believe that the acquisition will: • provide Civica with additional scale and focus in the provision of public sector systems and further strengthen its position in the fragmented UK local government IT market; • provide complementary application, services and support offerings to the combined customer bases of Civica and Comino, which will include, in aggregate, 389 local authorities in the United Kingdom; • enable Civica to deliver enhanced "joined-up" solutions to both existing and new customers; • enable Civica to realise opportunities from cross-selling products to the combined customer base; • deliver cost synergies through shared resources and by leveraging the expertise of Comino; and • provide a platform for future growth for the operations of the combined businesses. • The Civica directors believe that the acquisition will be earnings enhancing for the Civica Group (before goodwill amortisation, exceptional items and LTIP charges) in the current financial year. This statement regarding earnings enhancement does not constitute a profit forecast nor should it be interpreted to mean that earnings per share of Civica for the current or future years will necessarily match or exceed the historical published earnings per share of Civica or Comino. • Civica proposes to issue 11,304,348 Placing Shares at a price of 230 pence under the Placing to raise approximately £26 million in order to fund part of the cash consideration payable under the Offer. • RBS has agreed to provide Civica with £25 million of debt finance in order to finance the remainder of the cash consideration payable under the Offer. • The board of Civica announced today in a separate announcement its full year results for the year ended 30 September 2005. Turnover increased to £106.0 million (2004: £104.1 million) and Civica recorded gross profit of £44.9 million (2004: £33.1 million), operating profit (before goodwill amortisation, exceptional items and LTIP charges) of £12.7 million (2004: £9.7 million) and a profit before tax (before goodwill amortisation, exceptional items and LTIP charges) of £10.4 million (2004: £8.3 million) (2004 figures are stated on a pro forma basis). Commenting on the Offer, Simon Downing, Chief Executive of Civica, said: "The board believes that the proposed acquisition will further strengthenCivica's position in the public sector systems market, through an enhancedportfolio of complementary products and services. The businesses have beenworking together in the market for some time and the acquisition provides agreat strategic fit for customers and makes sound commercial sense for bothcompanies." Garth Selvey, Chief Executive of Comino, said: "The acquisition of Comino by Civica will significantly enhance the presence ofthe enlarged Civica group within the UK local government market and the expandedcustomer base will offer increased opportunity for the sale of Comino products.In addition, the complementary technology of Comino will provide the potentialto broaden the scope of systems delivery in the wider public sector market." Enquiries:Civica plc - Simon Downing / Mike Stoddard 020 7760 2800Buchanan Communications - Tim Thompson / Nicola Cronk 020 7466 5000Investec - Andrew Pinder / David Currie 020 7597 5970Comino Group plc - Garth Selvey / Paul Clifford 01628 525 433Binns & Co PR Ltd - Peter Binns / Paul McManus 020 7153 1485Close Brothers - Peter Alcaraz / James Davies 020 7655 3100 The above summary is to be read in conjunction with, and subject to, the fulltext of this announcement. Appendix III to the announcement contains definitionsof certain expressions used in this summary. This announcement does not constitute, or form part of, any offer for, or anysolicitation of any offer for, or an invitation to purchase or subscribe for,securities of Comino. The Offer will be made solely by the Offer Document andthe Form of Acceptance, which will contain the full terms and conditions of theOffer, including details of how the Offer may be accepted. Unless otherwise determined by Civica and permitted by applicable law andregulation, the Offer will not be made, directly or indirectly, in, into orfrom, or by use of the mails of, or by any means or instrumentality (including,without limitation, facsimile transmission, telex, telephone or email) ofinterstate or foreign commerce of, or by any facility of a national securitiesexchange of, nor will it be made in, into or from the United States, Canada,Australia, Ireland or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and the Offerwill not be capable of acceptance by any such use, means, instrumentality orfacilities. Accordingly, copies of any documents relating to the Offer must notbe, directly or indirectly, mailed, transmitted or otherwise forwarded,distributed or sent, in whole or in part, in, into or from the United States,Canada, Australia, Ireland or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and personsreceiving such documents (including custodians, nominees and trustees) must notdirectly or indirectly mail, transmit or otherwise forward, distribute or sendthem in, into or from any such jurisdiction as to do so may invalidate anypurported acceptance of the Offer. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the jurisdiction in which they areresident. Persons who are not resident in the United Kingdom should informthemselves about, and observe, applicable requirements. Investec, which is regulated in the United Kingdom by the Financial ServicesAuthority, is acting for Civica and for no one else in connection with the Offerand will not be responsible to anyone other than Civica for providing theprotections afforded to clients of Investec nor for providing advice in relationto the Offer or any matter referred to herein or in the Offer Document. Close Brothers, which is regulated in the United Kingdom by the FinancialServices Authority, is acting for Comino and for no one else in connection withthe Offer and will not be responsible to anyone other than Comino for providingthe protections afforded to customers of Close Brothers nor for providing advicein relation to the Offer or any matter referred to herein or in the OfferDocument. The Panel wishes to draw attention to certain UK dealing disclosure requirementsfollowing the announcement of the Offer. An "offer period" is deemed tocommence at the time when an announcement is made of a proposed or possibleoffer, with or without terms. Accordingly, the offer period began on 7 December2005. The above disclosure requirements are set out in more detail in Rule 8 of theCity Code. Under the provisions of Rule 8.3 of the City Code, if any person is,or becomes, "interested" (directly or indirectly) in 1% or more of any class of"relevant securities" of Comino, all "dealings" in any "relevant securities" ofthat company (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30pm (London time) on the London business day following the date ofthe relevant transaction. This requirement will continue until the date on whichthe offer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the "offer period" otherwise ends. If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" of Comino,they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Comino by Civica or Comino, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, please contact an independentfinancial adviser authorised under the Financial Services and Markets Act 2000and/or consult the Panel's website at www.thetakeoverpanel.org.uk or contact thePanel on telephone number +442076380129; fax +442072367013. Not for release, distribution or publication in whole or in part in, into orfrom the United States, Canada, Australia, Ireland or Japan or any otherjurisdiction if to do so would constitute a violation of the relevant laws ofsuch jurisdiction. For immediate release 13 December 2005 Civica plc Recommended cash offer for Comino Group plc Proposed Placing of 11,304,348 Placing Shares to raise approximately £26 million 1. Introduction The boards of Civica and Comino are pleased to announce the terms of arecommended cash offer, to be made by Investec on behalf of Civica, for theentire issued and to be issued share capital of Comino. The Offer values the entire issued and to be issued share capital of Comino atapproximately £49.8 million and represents a premium of approximately 13 percent. over the closing middle market quotation of 296 pence per Comino Share (asderived from the Daily Official List) on 6 December 2005, being the last dealingday prior to the commencement of the offer period and a premium of approximately24 per cent. over the average closing middle market quotation of 270 pence perComino Share for the three month period prior to the commencement of the offerperiod. 2. Recommendation The board of Comino, which has been so advised by Close Brothers, its financialadviser, considers the terms of the Offer to be fair and reasonable andaccordingly will recommend that Comino Shareholders accept the Offer, as theyhave irrevocably undertaken to do so in respect of their own beneficialholdings, amounting to, in aggregate, 759,091 Comino Shares representingapproximately 5.4 per cent. of the current issued share capital of Comino. Inproviding advice to the board of Comino, Close Brothers has taken account of thecommercial assessments of the Comino Directors. 3. The Offer On behalf of Civica, Investec will offer to acquire, on the terms and subject tothe conditions and further terms set out in Appendix I to this announcement, andthe further terms and conditions to be set out in the Offer Document and theaccompanying Form of Acceptance, the entire issued and to be issued sharecapital of Comino, on the following basis: for each Comino Share 335 pence in cash Comino Shares will be acquired by Civica with full title guarantee and fullypaid up, free from all liens, equities, charges, equitable interests,encumbrances, rights of pre-emption and any other third party right and/orinterests of any nature whatsoever and together with all rights attaching tothem, now or in the future, including the right to receive and retain alldividends, interest and other distributions declared, paid or made after thedate of the Offer Document, save for the right to receive the Interim Dividend. 4. Irrevocable undertakings Comino Directors have entered into irrevocable undertakings with Civica pursuantto which they have irrevocably undertaken to accept the Offer in respect oftheir entire beneficial interests in the share capital of Comino, amounting inaggregate to 759,091 Comino Shares, representing approximately 5.4 per cent. ofthe fully diluted share capital of Comino. These undertakings remain bindingeven if a higher offer is made by a third party. Framlington Investment Management Limited has undertaken to accept the Offer inrespect of 3,012,500 Comino Shares in aggregate, representing approximately 21.5per cent. of the current issued share capital of Comino. Newby Holdings Limitedhas undertaken to accept the Offer in respect of 370,000 Comino Shares,representing approximately 2.6 per cent. of the current issued share capital ofComino. These undertakings do not remain binding in the event a higher offerabove a certain amount is made by a third party. A letter of intent has been received from Schroders Investment ManagementLimited in respect of 1,577,286 Comino Shares, representing approximately 11.3per cent. of the current issued share capital of Comino. Further details of these undertakings and the letter of intent are set out inAppendix II to this announcement. 5. Background to and reasons for the Offer Civica's strategy is to continue to strengthen its position as a leadingprovider of software and IT services to the public sector. It already holds astrong market position in public sector financial systems, community enforcementand environmental services within the local authority market and in addition isa leading provider of public sector systems in Australia. The board of Civicabelieve that the market for the provision of public sector systems is growing asa result of the UK Government's focus on public sector improvement andefficiency gain as characterised by the Gershon Review and the recentlyannounced 'Transformational Government' strategy. Civica is seeking to continueto capitalise on this market opportunity through its approach of offeringintegrated consulting, software and managed services that provide an end-to-endsolution for local authorities. Civica has acquired and integrated three businesses since its admission to AIMin March 2004. These acquisitions have each provided Civica with an extendedproduct portfolio and a broader customer base. The acquisition of Comino is in line with Civica's stated strategy of increasingthe owned intellectual property rights component of its business, and the boardof Civica believe that the acquisition will: • provide Civica with additional scale and focus in the provision of public sector systems and further strengthen its position in the fragmented UK local government IT market; • provide complementary application, services and support offerings to the combined customer bases of Civica and Comino, which will include, in aggregate, 389 local authorities in the United Kingdom; • enable Civica to deliver enhanced "joined-up" solutions to both existing and new customers; • enable Civica to realise opportunities from cross-selling products to the combined customer base; • deliver cost synergies through shared resources and by leveraging the expertise of Comino; and • provide a platform for future growth for the operations of the combined businesses. The Civica Directors believe that the acquisition will be earnings enhancing forthe Civica Group (before goodwill amortisation, exceptional items and LTIPcharges) in the current financial year. This statement regarding earningsenhancement does not constitute a profit forecast nor should it be interpretedto mean that earnings per share of Civica for the current or future years willnecessarily match or exceed the historical published earnings per share ofCivica or Comino. 6. Information relating to the Civica Group Civica is one of the UK's most experienced providers of consulting, softwaresystems and managed services to the public sector. The company has a 20 yearhistory of supplying local government, police, healthcare, criminal justice andeducation organisations in the UK, Australia and the USA. UK customers includeapproximately 83 per cent. of local authorities, 47 of the 53 police forces,more than 250 NHS Trusts and over 30 local education authorities, whilst inAustralia the group is one of the leading local government software suppliers. The board of Civica announced today in a separate announcement its full yearresults for the year ended 30 September 2005. Turnover increased to £106.0million (2004: £104.1 million) and Civica recorded gross profit of £44.9 million(2004: £33.1 million), operating profit (before goodwill amortisation,exceptional items and LTIP charges) of £12.7 million (2004: £9.7 million) and aprofit before tax (before goodwill amortisation and LTIP charges) of £10.4million (2004: £8.3 million) (2004 figures are stated on a pro forma basis). 7. Information relating to the Comino Group Comino is a leading software supplier to the local government, social housingand occupational pensions markets. For the financial year ended 31 March 2005,Comino achieved turnover of £25.5 million (£24.5 million) and profits beforetaxation of £2.0 million (£1.7 million). It has gross assets of £24.5 million asat 31 March 2005. For the six months ended 30 September 2005, Comino achievedturnover of £13.1 million (2004: £12.2 million) and profits before taxation of£1.4 million (2004: £0.9 million). 8. Financing of the Offer The consideration payable under the Offer will be financed by the proceeds ofthe Placing and the Debt Facility. Civica proposes to issue 11,304,348 Placing Shares at a price of 230 pencepursuant to the Placing to raise approximately £26 million in order to fund partof the cash consideration payable under the Offer. The Placing has been fullyunderwritten by Investec and is conditional upon, inter alia: i. the Offer becoming or being declared unconditional in all respects in accordance with its terms (other than any condition relating to Admission taking place); ii. the Debt Facility not having been terminated or, if it has, an equivalent replacement facility being available; iii. the passing without amendment of the Resolutions; and iv. Admission taking place by not later than 5.00 pm on the fifth Business Day following the Offer becoming or being declared unconditional in all respects (other than as regards any condition relating to Admission becoming effective). RBS has agreed, subject to conditions, to provide Civica with £25 million ofdebt finance. Under the Debt Facility and the Placing Agreement, Civica hasagreed not to waive or amend any term or condition of the Offer without theprior written consent of RBS and Investec, respectively. 9. Management and employees The Comino Directors have received assurances from Civica that, following theOffer becoming or being declared unconditional in all respects, the existingemployment rights, including pension rights, of all employees of Comino will befully safeguarded. Garth Selvey, Chief Executive of Comino, and David Quysner, Michael Greig andMark Boleat, the non-executive directors of Comino, have each confirmed thatthey will resign from the board of Comino on the Offer becoming or beingdeclared unconditional in all respects. 10. Comino Share Option Schemes The Offer will extend to any Comino Shares unconditionally allotted or issuedwhilst the Offer remains open for acceptance (or by such earlier time and/ordate as Civica may, subject to the City Code, determine) including any suchshares allotted or issued as a result of the exercise of options under theComino Share Option Schemes. To the extent that options under the Comino Share Option Schemes are notexercised before the date on which the Offer closes, and if the Offer becomes oris declared unconditional in all respects, Civica will make appropriateproposals to option holders in due course. 11. Compulsory acquisition, de-listing and re-registration If Civica receives acceptances under the Offer in respect of, and/or otherwiseacquires, 90 per cent., or more of the Comino Shares to which the Offer relatesand the Offer becomes or is declared unconditional in all respects, Civicaintends to exercise its rights pursuant to the provisions of sections 428 to430F (inclusive) of the Companies Act to compulsorily acquire all remainingComino Shares on the same terms as the Offer. It is Civica's intention that, following the Offer becoming or being declaredunconditional in all respects, Comino will make an application as soon as it isappropriate to do so to cancel the listing of Comino Shares on the Official Listand from trading on the London Stock Exchange. It is anticipated that, suchcancellation will take effect no earlier than 20 business days after Civica, byvirtue of its shareholding (if any) and acceptances of the Offer, has acquiredor agreed to acquire 75 per cent. of the voting rights attaching to CominoShares. Such a cancellation would significantly reduce the liquidity andmarketability of any Comino Shares not assented to the Offer. It is also proposed that, subject to the Offer becoming or being declaredunconditional in all respects, Civica will seek to procure the re-registrationof Comino as a private company under the relevant provisions of the Act. 12. Extraordinary General Meeting The Offer is conditional on, inter alia, the directors of Civica being grantedauthority by Civica Shareholders to allot the Placing Shares to be issuedpursuant to the Placing for cash. An extraordinary general meeting of Civicawill be convened at which the Resolutions will be proposed to grant the requiredauthorities under sections 80 and 95 of the Companies Act 1985. The directors of Civica consider the Offer to be in the best interests of CivicaShareholders as a whole and will be recommending that Civica Shareholders votein favour of the Resolutions to , as they intend to do in respect of their ownbeneficial shareholdings, which amount to 513,192 Civica Shares in aggregate,representing approximately 1.0 per cent. of the current issued share capital ofCivica. 13. Inducement fee As an inducement to Civica to make the Offer, Comino has agreed to pay one percent. of the value of the Offer to Civica in the event that the Offer iswithdrawn or lapses (without becoming or being declared unconditional in allrespects) following (a) an offer or proposal (however effected) by a third partyto acquire 30 per cent. or more of the voting rights attributable to the issuedor to be issued ordinary share capital of Comino being publicly announced wheresuch offer is at a price per share equal to or more than 335 pence per share andsuch offer subsequently becomes or is declared unconditional or is otherwisecompleted, (b) the Comino Directors, or any committee of the board of Comino,recommending an offer by a third party, or withdrawing or modifying, in a manneradverse to Civica, their recommendation of the Offer, or (c) Comino, or anymember of the Comino Group, entering into any agreement, arrangement orunderstanding to dispose of, without the consent of Civica, any of its assets ofa material amount (to be determined in accordance with Note 2 to Rule 21.1 ofthe City Code). 14. Dividend policy Following the acquisition, Civica intends to continue its stated progressivedividend policy, which balances the dividend payout with the continuing need tomake investment in order to grow earnings. 15. Disclosure of interests in Comino Save for the irrevocable undertakings and letter of intent referred to inparagraph 4 of this announcement, neither Civica nor, so far as Civica is aware,any person deemed to be acting in concert (as defined in the City Code) withCivica has any interest in or right to subscribe for Comino Shares or has anyshort position (including any short positions under a derivative, any agreementto sell or any delivery obligation or right to require another person to takedelivery) in Comino Shares or has borrowed or lent any Comino Shares (save forany borrowed shares which have either been on-lent or sold) or owns or controlsany Comino Shares or has any options to acquire Comino Shares or has procured orreceived an irrevocable commitment or letter of intent to accept, or procure theacceptance of, the Offer. Neither Civica nor, so far as Civica is aware, anyperson acting in concert with Civica for the purposes of the Offer has anyarrangement in relation to Comino Shares or any securities convertible into orexchangeable into Comino Shares or options (including traded options) in respectof, or derivatives referenced to, any such shares. For these purposes,"arrangement" includes any indemnity or option arrangement, any agreement orunderstanding, formal or informal, of whatever nature, relating to Comino Shares(or such other securities specified) which may be an inducement to deal orrefrain from dealing in such shares. In the interests of confidentiality priorto this announcement, Civica has not made any enquiries in this respect ofcertain parties who may be presumed by the Panel to be acting in concert withCivica for the purposes of the Offer. 16. Further information Enquiries:Civica plc - Simon Downing / Mike Stoddard 020 7760 2800Buchanan Communications - Tim Thompson / Nicola Cronk 020 7466 5000Investec - Andrew Pinder / David Currie 020 7597 5970Comino Group plc - Garth Selvey / Paul Clifford 01628 525 433Binns & Co PR Ltd - Peter Binns / Paul McManus 020 7153 1485Close Brothers - Peter Alcaraz / James Davies 020 7655 3100 The conditions of the Offer are set out in Appendix I. Appendix II contains additional information regarding the Offer and the basesand sources of certain information contained in this announcement. Appendix III contains the definitions of certain expressions used in thisannouncement. It is intended that the Offer Document (including a letter of recommendationfrom the Non-Executive Chairman of Comino) and Form of Acceptance will bedispatched shortly to Comino Shareholders and, for information only, to holdersof options under the Comino Share Option Schemes and to the holder of warrantsover Comino Shares. The terms of the Offer and acceptances will be governed byEnglish law. This announcement does not constitute, or form part of, any offer for, or anysolicitation of any offer for, or an invitation to purchase or subscribe for,securities. The Offer will be made solely by the Offer Document and the Form ofAcceptance, which will contain the full terms and conditions of the Offer,including details of how the Offer may be accepted. Unless otherwise determined by Civica and permitted by applicable law andregulation, the Offer will not be, made directly or indirectly, in, into orfrom, or by use of the mails of, or by any means or instrumentality (including,without limitation, facsimile transmission, telex, telephone or email) ofinterstate or foreign commerce of, or by any facility of a national securitiesexchange of, nor will it be made in, into or from the United States, Canada,Australia, Ireland or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and the Offerwill not be capable of acceptance by any such use, means, instrumentality orfacilities. Accordingly, copies of any documents relating to the Offer must notbe, directly or indirectly, mailed, transmitted or otherwise forwarded,distributed or sent, in whole or in part, in, into or from the United States,Canada, Australia, Ireland or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and personsreceiving such documents (including custodians, nominees and trustees) must notdirectly or indirectly mail, transmit or otherwise forward, distribute or sendthem in, into or from any such jurisdiction as to do so may invalidate anypurported acceptance of the Offer. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the jurisdiction in which they areresident. Persons who are not resident in the United Kingdom should informthemselves about, and observe, applicable requirements. Investec, which is regulated in the United Kingdom by the Financial ServicesAuthority, is acting for Civica and for no one else in connection with the Offerand will not be responsible to anyone other than Civica for providing theprotections afforded to clients of Investec nor for providing advice in relationto the Offer or any matter referred to herein or in the Offer Document. Close Brothers, which is regulated in the United Kingdom by the FinancialServices Authority, is acting for Comino and for no one else in connection withthe Offer and will not be responsible to anyone other than Comino for providingthe protections afforded to customers of Close Brothers nor for providing advicein relation to the Offer or any matter referred to herein or in the OfferDocument. The Panel wishes to draw attention to certain UK dealing disclosure requirementsfollowing the announcement of the Offer. An "offer period" is deemed tocommence at the time when an announcement is made of a proposed or possibleoffer, with or without terms. Accordingly, the offer period began on 7 December2005. The above disclosure requirements are set out in more detail in Rule 8 of theCity Code. Under the provisions of Rule 8.3 of the City Code, if any person is,or becomes, "interested" (directly or indirectly) in 1% or more of any class of"relevant securities" of Comino, all "dealings" in any "relevant securities" ofthat company (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30pm (London time) on the London business day following the date ofthe relevant transaction. This requirement will continue until the date on whichthe offer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the "offer period" otherwise ends. If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" of Comino,they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Comino by Civica or Comino, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, please contact an independentfinancial adviser authorised under the Financial Services and Markets Act 2000and/or consult the Panel's website at www.thetakeoverpanel.org.uk or contact thePanel on telephone number +442076380129; fax +442072367013. APPENDIX I Conditions and certain further terms of the Offer The Offer will be subject to the following conditions: (A) valid acceptances being received (and not, where permitted,withdrawn) by not later than 1:00 p.m. on the First Closing Date (or such latertime(s) and/or date(s) as Civica may, with the consent of the Panel or inaccordance with the City Code, decide) in respect of not less than 90 per cent.(or such lower percentage as Civica may decide) in nominal value of the CominoShares to which the Offer relates, provided that this condition shall not besatisfied unless Civica and/or any of its wholly-owned subsidiaries shall haveacquired or agreed to acquire, whether pursuant to the Offer or otherwise andwhether directly or indirectly, Comino Shares carrying in aggregate more than 50per cent. of the voting rights then normally exercisable at a general meeting ofComino, including for this purpose (to the extent, if any, required by thePanel) any such voting rights attaching to any Comino Shares that areunconditionally allotted or issued before the Offer becomes or is declaredunconditional as to acceptances, whether pursuant to the exercise of anyoutstanding subscription or conversion rights or otherwise. For the purposes ofthis condition: (i) Comino Shares which have been unconditionally allotted but notissued before the Offer becomes or is declared unconditional as to acceptances,whether pursuant to the exercise of any outstanding subscription or conversionrights or otherwise, shall be deemed to carry the voting rights they will carryon being entered into the register of members of Comino; (ii) the expression "Comino Shares to which the Offer relates" shall beconstrued in accordance with sections 428 to 430F (inclusive) of the CompaniesAct; and (iii) valid acceptances shall be treated as having been received inrespect of any Comino Shares which Civica shall, pursuant to section 429(8) ofthe Companies Act, be treated as having acquired or contracted to acquire byvirtue of acceptance of the Offer; (B) the passing at an extraordinary general meeting of Civica (or at anyadjournment thereof) of any resolution or resolutions which are necessary or, inthe reasonable opinion of Civica, desirable to approve, effect and implement thePlacing; (C) the admission of the Placing Shares to trading on AIM and suchadmission becoming effective in accordance with the AIM Rules; (D) to the extent that the acquisition of Comino Shares would constitutea relevant merger within the meaning of section 23 of the Enterprise Act 2002,the Office of Fair Trading indicating, in terms reasonably satisfactory toCivica, that it does not intend to refer the proposed acquisition of Comino byCivica, or any aspect of it, to the Competition Commission; (E) (i) all necessary notifications, filings or applicationshaving been made and all applicable waiting and other time periods (includingany extensions thereof) having expired, lapsed or terminated in each case underany applicable legislation and regulations in any jurisdiction and all statutoryor regulatory obligations in any jurisdiction having been complied with in eachcase in connection with the Offer or its implementation or the acquisition orproposed acquisition of any shares or other securities in, or control of, Cominoor any other member of the Wider Comino Group by Civica or any other member ofthe Wider Civica Group; (ii) all authorisations, orders, recognitions, grants,consents, licences, confirmations, clearances, permissions and approvals(collectively "Consents") which are required by any applicable legislation orregulations in any jurisdiction or which are reasonably deemed necessary orappropriate in any jurisdiction by Civica or any member of the Civica Group inconnection with the Offer or its implementation (in each case where failure toobtain such Consent would have a material and adverse effect on a member of theWider Comino Group, a member of the Wider Civica Group or the implementation ofthe Offer) including without limitation, the acquisition or proposed acquisitionof any shares or other securities in, or control of, Comino or any other memberof the Wider Comino Group by Civica or any other member of the Wider CivicaGroup having been obtained in terms and in a form reasonably satisfactory toCivica from all appropriate Third Parties, including those with whom any memberof the Wider Comino Group has entered into contractual arrangements; and (iii) all such Consents together with all other Consentsnecessary or appropriate to carry on the business of any member of the WiderComino Group which is material in the context of the Comino Group taken as awhole having been obtained and remaining in full force and effect and allfilings necessary for such purpose having been made and there being no notice orintimation of any intention to revoke or not to renew any of the same and allnecessary statutory or regulatory requirements in any jurisdiction having beencomplied with by each member of the Wider Comino Group at the time at which theOffer becomes otherwise unconditional; (F) save as Disclosed, there being no provision of any agreement,arrangement, authorisation, consent, licence, permit or other instrument towhich any member of the Wider Comino Group is a party or by or to which any suchmember or any of its assets may be bound, entitled or subject, or anycircumstance which, in each case as a consequence of the Offer or theacquisition or proposed acquisition of any shares in, or control of, Comino byany member of the Wider Civica Group or of a change in the control or managementof Comino or any other member of the Wider Comino Group or otherwise, would ormight reasonably be expected to result in, in any case, to an extent which is orwould be material and adverse in the context of the Wider Comino Group taken asa whole: (i) any moneys borrowed by or any other indebtedness (actual orcontingent) of, or grant available to any such member, being or becomingrepayable or capable of being declared repayable immediately or earlier thantheir or its stated maturity date or repayment date or the ability of any suchmember to borrow moneys or incur any indebtedness being withdrawn or inhibitedor being capable of becoming or being withdrawn or inhibited; (ii) any such agreement, arrangement, authorisation, consent, licence,permit or instrument, or the rights, liabilities, obligations or interests ofany such member thereunder, being or becoming capable of being terminated oradversely modified or affected or any obligation or liability arising or anyadverse action being taken thereunder; (iii) any assets or interests of any such member being or falling to bedisposed of or charged or any right arising under which any such asset orinterest could be required to be disposed of or charged, in each case, otherthan in the ordinary course of business; (iv) the creation or enforcement of any mortgage, charge or othersecurity interest over the whole or any part of the business, property or assetsof any such member or any such security interest (whenever arising or havingarisen) becoming enforceable; (v) the rights, liabilities, obligations or interests of any such memberof the Wider Comino Group in, or the business of any such member with, anyperson, firm or body (or any arrangement or arrangements relating to any suchinterest or business) being terminated, adversely modified or affected; (vi) the value of any such member or its financial or trading position orprospects or profits being materially prejudiced or adversely affected; (vii) any such member ceasing to be able to carry on business under anyname under which it presently does so; or (viii) the creation of any liability, actual or contingent, by any suchmember, and no event having occurred which, under any provision of any agreement,arrangement, authorisation, consent, licence, permit or other instrument towhich any member of the Wider Comino Group is a party or by or to which any suchmember or any of its assets may be bound, entitled or subject, can or mightreasonably be expected to result in any of the events or circumstances as arereferred to in paragraphs (i) to (viii) of this paragraph; (G) no Third Party having decided to take, institute, implement orthreaten any action, proceeding, suit, investigation, enquiry or reference, orenacted, made or proposed any statute, regulation, decision or order orotherwise taken any other step or done any thing and there not continuing to beoutstanding any statute, regulation, decision or order which would or can ormight reasonably be expected, in any case, to an extent which is material andadverse in the context of the Civica Group or the Comino Group (as the case maybe) taken as a whole, to: (i) require, prevent or delay the divestiture, or alter the termsenvisaged for any proposed divestiture, by any member of the Wider Comino Groupor any member of the Wider Civica Group, of all or any portion of theirrespective businesses, assets or property or of any shares or other securitiesin Comino or impose any limitation on the ability of any of them to conducttheir respective businesses or to own any of their respective assets orproperties or any part thereof; (ii) impose any limitation on, or result in a delay in, the ability ofany member of the Wider Civica Group or any member of the Wider Comino Group,directly or indirectly, to acquire or to hold or to exercise effectively anyrights of ownership or other rights in respect of shares or loans or securitiesconvertible into shares or any other securities (or the equivalent) in anymember of the Wider Comino Group or to exercise management control over any suchmember; (iii) otherwise materially and adversely affect the business, assets,financial condition or trading position or profits or prospects of any member ofthe Wider Comino Group or any member of the Wider Civica Group (as the case maybe); (iv) make the Offer, its implementation or the acquisition or proposedacquisition by Civica or any member of the Wider Civica Group of any shares orother securities in, or control of, Comino void, illegal and/or unenforceable inor under the laws of any relevant jurisdiction, or otherwise, directly orindirectly and to an extent which is material in the context of the Civica Groupor the Comino Group (as the case may be), taken as a whole, restrain, restrict,prohibit, delay or otherwise impede or interfere with the implementation of, orimpose additional conditions or obligations with respect to the Offer, orotherwise challenge or interfere therewith; (v) require any member of the Wider Civica Group or the Wider CominoGroup to acquire or to offer to acquire any shares or other securities (or theequivalent) or interest in any member of the Wider Comino Group (other thanComino) owned by any third party; (vi) impose any limitation on the ability of any member of the WiderComino Group or the Wider Civica Group to co-ordinate or integrate its business,or any part of it, with the business of any other members; or (vii) result in any member of the Wider Comino Group ceasing to be able tocarry on business under any name under which it presently does so, and all applicable waiting and other time periods (including any extensionsthereof) during which any such Third Party could institute, implement orthreaten any action, proceeding, suit, investigation, enquiry or reference orany other step under the laws of any jurisdiction in respect of the Offer or theacquisition or proposed acquisition of any Comino Shares having expired, lapsedor been terminated; (H) except as Disclosed, no member of the Wider Comino Group having,since 31 March 2005: (i) save as between Comino and wholly-owned subsidiaries of Comino orfor Comino Shares issued pursuant to the exercise of options granted under theComino Share Option Schemes, issued or agreed to issue, authorised or proposedthe issue of additional shares of any class; (ii) save as between Comino and wholly-owned subsidiaries of Comino orfor the grant of options under the Comino Share Option Schemes, issued or agreedto issue, authorised or proposed the issue of or granted securities convertibleinto shares of any class or rights, warrants or options to subscribe for, oracquire, any such shares or convertible securities; (iii) other than to another member of the Comino Group, recommended,declared, paid or made or proposed to recommend, declare, pay or make any bonus,dividend or other distribution whether payable in cash or otherwise save for theInterim Dividend; (iv) save for intra-Comino Group transactions, merged with ordemerged from any body corporate, partnership or business or acquired ordisposed of or transferred, mortgaged or charged or created any securityinterest over any assets or any right, title or interest in any asset (includingshares and trade investments) or authorised or proposed or announced anyintention to propose any merger, demerger, acquisition or disposal, transfer,mortgage, charge or security interest, in each case, other than in the ordinarycourse of business or save to the extent the same is not material in the contextof the Offer or the Comino Group taken as a whole; (v) save for intra-Comino Group transactions, made orauthorised or proposed or announced an intention to propose any change in itsloan capital; (vi) save for intra-Comino Group transactions, issued, authorisedor proposed the issue of any debentures or, other than in the ordinary course ofbusiness, incurred or increased any indebtedness or become subject to anyguarantee or other liability (actual or contingent) save to the extent the sameis not material in the context of the Offer or the Comino Group taken as awhole; (vii) purchased, redeemed or repaid or authorised or announced anyproposal to purchase, redeem or repay any of its own shares or other securitiesor reduced or, save in respect to the matters mentioned in paragraph (i) above,made any other change to any part of its share capital; (viii) implemented or authorised, proposed or announced itsintention to implement, any reconstruction, amalgamation, scheme, commitment orother transaction or arrangement other than in the ordinary course of businessor save to the extent the same is not material in the context of the CominoGroup taken as a whole; (ix) save in respect of normal annual salary increases inaccordance with past remuneration policies and in the ordinary course, enteredinto or changed or made any offer (which remains open for acceptance) to enterinto or change the terms of any contract with any director or senior executive; (x) entered into, varied or terminated or authorised, proposedor announced its intention to enter into, vary or terminate any contract,transaction or commitment (whether in respect of capital expenditure orotherwise) which is of a long term, onerous or unusual nature or magnitude orwhich is or can reasonably be expected to be restrictive on the business of anymember of the Wider Comino Group or which involves an obligation of such anature or magnitude which is other than in the ordinary course of business andwhich, in any case, is material in the context of the Comino Group taken as awhole; (xi) been unable, or admitted in writing that it is unable, to payits debts or having stopped or suspended (or threatened to stop or suspend)payment of its debts generally or ceased or threatened to cease to carry on allor a substantial part of its business; (xii) taken or proposed any corporate action or had any legalproceedings started or threatened against it for its winding-up (voluntary orotherwise), dissolution or reorganisation or for the appointment of a receiver,administrative receiver, administrator, trustee or similar officer of all or anyof its assets or revenues or any analogous proceedings in any jurisdiction orhad any such person appointed save to the extent the same is not material in thecontext of the Comino Group taken as a whole; (xiii) entered into any contract, transaction or arrangement whichwould be restrictive on the business of any member of the Wider Comino Group orthe Wider Civica Group other than to a nature and extent which is normal in thecontext of the business concerned and not material in the context of the CominoGroup or the Civica Group (as relevant) taken as a whole; (xiv) waived, settled or compromised any claim otherwise than in theordinary course of business; (xv) entered into any contract, commitment, arrangement oragreement or passed any resolution or made any offer (which remains open foracceptance) with respect to or announced any intention to, or to propose to,effect any of the transactions, matters or events referred to in this condition; (xvi) made any alteration to its memorandum or articles ofassociation or equivalent constitutional documents which is material in thecontext of the Offer; or (xvii) except as required or necessary for the purposes of complyingwith changes in legislation, made or consented to any change to the terms of thetrust deeds constituting the pension schemes established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to thepensions which are payable thereunder, or to the basis on which qualificationfor or accrual or entitlement led to such benefits or pensions are calculated ordetermined, or agreed, or consented to, any change to the trustees, and, for the purposes of paragraphs (iii), (iv), (v), and (vi) of this paragraphonly, the term "Comino Group" shall mean Comino and its wholly-ownedsubsidiaries; (I) since 31 March 2005 and save as Disclosed: (i) no adverse change or deterioration having occurred in the business,assets, financial or trading position or profits or prospects of any member ofthe Wider Comino Group which is material in the context of the Wider CominoGroup taken as a whole; (ii) no litigation, arbitration proceedings, prosecution or other legalproceedings to which any member of the Wider Comino Group is or can reasonablyexpected to become a party (whether as a claimant, defendant or otherwise) andno investigation by any Third Party against or in respect of any member of theWider Comino Group having been instituted, announced or threatened by or againstor remaining outstanding in respect of any member of the Wider Comino Groupwhich in any such case might reasonably be expected to adversely affect anymember of the Wider Comino Group to an extent which, in any case, is material inthe context of the Wider Comino Group taken as a whole; (iii) no contingent or other liability having arisen or increased orbecome apparent to Civica which would or might reasonably be likely to adverselyaffect any member of the Wider Comino Group to an extent which, in any case, ismaterial in the context of the Wider Comino Group taken as a whole; and (iv) no steps having been taken which will or are reasonably likely toresult in the withdrawal, cancellation, termination or modification of anyauthorisation, consent or licence held by any member of the Wider Comino Groupwhich is necessary for the proper carrying on of its business to an extentwhich, in any case, is material in the context of the Comino Group taken as awhole; and (J) save as Disclosed, Civica not having discovered: (i) that any financial, business or other information concerning anymember of the Wider Comino Group contained in the information disclosed(publicly or otherwise) to Civica at any time by or on behalf of any member ofthe Wider Comino Group is misleading, contains a misrepresentation of fact oromits to state a fact necessary to make that information not misleading to anextent which, in any case, is material in the context of the Wider Comino Grouptaken as a whole; (ii) that any member of the Wider Comino Group is subject to anyliability (contingent or otherwise) save to an extent the same is not materialin the context of the Wider Comino Group taken as a whole; or (iii) any information which affects the import of any informationdisclosed at any time by or on behalf of any member of the Wider Comino Groupand which is material in the context of the Comino Group taken as a whole. (K) Save as Disclosed, Civica not having discovered that: (i) a member of the Comino Group is not the sole (save for co-ownershipwith any other members of the Comino Group) unencumbered legal and beneficialowner of or does not have licensed to it (on terms that (a) are not unusual oronerous; (b) will not be adversely affected by the acquisition by Civica of theWider Comino Group; (c) do not require the making of any payment which is likelyto have a material adverse effect on the business of the Wider Comino Grouptaken as a whole; and (d) are either perpetual and irrevocable, or terminationwill not be likely to have a material adverse effect on the business of anymember of the Wider Comino Group taken as a whole) all intellectual propertythat is required or reasonably necessary for the conduct of the business of theWider Comino Group in a manner in all respects similar to the manner in which itis currently conducted; or (ii) any member of the Wider Comino Group has (in the 6 years prior to 13December 2005) infringed in any material respect, any intellectual property ofany third party, or is or has been alleged to have done so; or (iii) there has been (in the 6 years prior to 13 December 2005 materialunauthorised use, infringement or misappropriation of any intellectual propertyof any member of the Wider Comino Group by any third party which would bematerial and adverse in the context of the Wider Comino Group taken as a whole;or (iv) any third party has a licence (whether express or implied, writtenor unwritten) to use any intellectual property of any member of the Wider CominoGroup, and that any third party is entitled as a result of acquiescence on thepart of any member of the Wider Comino Group to use any intellectual property(in each case where this would be likely to have a material adverse effect onthe business of the Wider Comino Group) of any member of the Wider Comino Group;or (v) (in the 6 years prior to 13 December 2005) any third party hasalleged or suggested that any registered intellectual property, or any materialunregistered intellectual property, of the Wider Comino Group is or might beinvalid or subject to revocation, or is not or might not be owned by the WiderComino Group. and for the purpose of this condition (K), "intellectual property" meanscopyright and rights in the nature of copyright, database rights, design rights,inventions, patents, trade marks, domain names, software, applications for anyof the above, confidential information or any other intellectual or industrialproperty rights, whether or not registered or capable of registration andwhether subsisting in the United Kingdom or any other part of the world; and"registered intellectual property" means intellectual property which has beenregistered or in respect of which registration has been applied for. Civica will reserve the right (but shall be under no obligation) to waive ortreat as satisfied, in whole or in part, all or any of conditions (B) to (K).Conditions (B) to (K) inclusive must be fulfilled or waived by midnight on the21st day after the later of the First Closing Date and the date on whichcondition (A) is fulfilled (or in each such case such later date as Civica may,with the consent of the Panel, decide), failing which the Offer will lapse.Civica shall be under no obligation to waive or treat as satisfied any of theconditions (B) to (K) inclusive by a date earlier than the latest date specifiedabove for the satisfaction thereof, notwithstanding that the other conditions ofthe Offer may at any date earlier than such date have been waived or treated assatisfied or fulfilled and that there are at such earlier date no circumstancesindicating that any of such conditions may not be capable of fulfilment. The conditions are inserted for the benefit of Civica and no Comino Shareholdershall be entitled to waive any of the conditions without the prior consent ofCivica. Each of conditions (A) to (K) shall be regarded as a separate condition andshall not be limited by reference to any other condition. The Offer will lapse if the proposed acquisition of Comino by Civica is referredto the Competition Commission before 1pm (London time) on the First Closing Dateor the time and date on which the Offer becomes or is declared unconditional asto acceptances (whichever is the later). Unless otherwise determined by Civica and permitted by applicable law andregulation, the Offer will not be made, directly or indirectly, in, into orfrom, or by use of the mails of, or by any means or instrumentality (including,without limitation, facsimile transmission, telex, telephone or email) ofinterstate or foreign commerce of, or by any facility of a national securitiesexchange of, nor will it be made in, into or from the United States, Canada,Australia, Ireland or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and the Offerwill not be capable of acceptance by any such use, means, instrumentality orfacilities. Accordingly, copies of any documents relating to the Offer must notbe, directly or indirectly, mailed, transmitted or otherwise forwarded,distributed or sent, in whole or in part, in, into or from the United States,Canada, Australia, Ireland or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and personsreceiving such documents (including custodians, nominees and trustees) must notdirectly or indirectly mail, transmit or otherwise forward, distribute or sendthem in, into or from any such jurisdiction as to do so may invalidate anypurported acceptance of the Offer. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the jurisdiction in which they areresident. Persons who are not resident in the United Kingdom should informthemselves about, and observe, applicable requirements. The Offer will be governed by English law and the Code and will be subject tothe jurisdiction of the English courts. If Civica is required by the Panel to make an offer for the Comino Shares underthe provisions of Rule 9 of the City Code, Civica may make such alterations toany of the above conditions as are necessary to comply with the provisions ofthat Rule. If the Offer lapses, the Offer will cease to be capable of further acceptanceand Civica and the accepting Comino Shareholders will cease to be bound byacceptances submitted at or before the time when the Offer so lapses. APPENDIX II 1. Undertakings (a) Directors' irrevocable undertakings Irrevocable undertakings to accept the Offer have been given by the CominoDirectors in respect of the following holdings of Comino Shares and CominoShares in respect of which they hold warrants and/or options under the CominoShare Option Schemes: Name Number of Comino Number of Comino Shares Number of warrants over Shares under option Comino SharesMark Boleat 5,000 Nil NilPaul Clifford 76,493 240,000 94,240Michael Greig 7,000 Nil NilDavid Quysner 20,000 Nil NilDavid Roots 50,598 117,000 NilGarth Selvey 600,000 Nil Nil These irrevocable undertakings remain binding even if a higher offer is made bya third party but cease to be binding if the Offer Document is not posted toComino Shareholders within 28 days after this announcement (or such longerperiod as may be agreed between Civica and the Panel) or if the Offer iswithdrawn or lapses without having become wholly unconditional. (b) Shareholders' irrevocable undertakings Framlington Investment Management Limited has undertaken to accept the Offer inrespect of 3,012,500 Comino Shares in aggregate, representing approximately 21.5per cent. of the current issued share capital of Comino. The undertaking willcease to be binding if the Offer is withdrawn or lapses or if the Offer Documentis not despatched to Comino Shareholders on or before 31 January 2006 or suchlater date as may be agreed from time to time between Civica, FramlingtonInvestment Management Limited and the Panel. In addition, the undertaking willcease to be binding if an offer is made by a third party for all Comino Sharesand such an offer, when made, is made at a price per share which is 5 per cent.greater than the price per share under the Offer. Newby Holdings Limited has undertaken to accept the Offer in respect of 370,000Comino Shares, representing approximately 2.6 per cent. of the current issuedshare capital of Comino. The undertaking will cease to be binding if the OfferDocument is not posted to Comino Shareholders within 28 days (or such longerperiod as Civica and the Panel may agree, being not more than 6 weeks) after thedate of this announcement or if the Offer lapses or is withdrawn without havingbecome wholly unconditional. In addition, the undertaking will cease to bebinding if a third party announces a general offer to acquire the entire issuedand to be issued share capital of Comino on terms which represent an improvementof more than 10 per cent. on the value of the of the consideration offered underthe Offer as at the date such other offer is announced and a firm intention tomake such an offer is announced by not later than the 15th business day afterthe date on which the Offer Document is despatched to Comino shareholders. Schroders Investment Management Limited has confirmed that it is its currentintention to accept, or procure the acceptance of, the Offer in respect of1,577,286 Comino Shares (together with any other Comino Shares which areattributable to or derived from such Comino Shares), representing approximately11.3 per cent. of the current issued share capital of Comino, by not later thanthe First Closing Date. 2. Bases and Sources Unless otherwise stated in this announcement: a) financial information relating to Comino has been extracted from theaudited accounts of Comino for the year ended 31 March 2005 and the interimresults of Comino to 30 September 2005, as appropriate; b) financial information relating to Civica has been extracted from theaudited accounts of Civica for the year ended 30 September 2005 and the proforma results for the year ended 30 September 2004 from the preliminary resultsannouncement dated 13 December 2005; c) the value of the fully diluted share capital of Comino is based upon14,016,390 Comino Shares in issue on 12 December 2005 (being the last businessday prior to the date of this announcement), together with 859,907 Comino Sharesto be issued upon either the exercise of options granted under the Comino OptionSchemes or warrants over Comino Shares granted to Paul Clifford; d) the amount of cash consideration payable upon full acceptance of theOffer is calculated based upon the fully diluted share capital of Comino (asdescribed in paragraph c above) multiplied by 335 pence, resulting in anaggregate cash payment of approximately £49.8 million; and e) all prices quoted in respect of Comino Shares are the Closing Prices onthe relevant day. APPENDIX III Definitions The following definitions apply throughout this announcement, unless the contextotherwise requires: "Admission" the admission to AIM of all of the Placing Shares becoming effective, as provided for in Rule 6 of the AIM Rules; "AIM" AIM, a market operated by the London Stock Exchange; "AIM Rules" the rules published by the London Stock Exchange governing admission to and the operation of AIM; "Australia" the Commonwealth of Australia, its states, territories and possessions; "Canada" Canada, its provinces and territories and all areas subject to its jurisdiction or any political sub-division thereof; "City Code" The City Code on Takeovers and Mergers of the United Kingdom; "Civica" Civica plc; "Civica Group" Civica and its subsidiary undertakings and, where the context permits, each of them; "Closing Price" the closing middle-market quotation of an Civica Share or Comino Share (as the case may be) as derived from the AIM appendix of the Daily Official List or the Daily Official List (as the case may be); "Civica Shares" ordinary shares of 5 pence nominal value each in the capital of Civica; "Close Brothers" Close Brothers Corporate Finance Limited; "Comino" Comino Group plc; "Comino Annual Report and the audited annual consolidated financialAccounts" statements of the Comino Group for the financial year ended 31 March 2005; "Comino Directors" the board of directors of Comino; "Comino Group" Comino and its subsidiary undertakings and, where the context permits; each of them; "Comino Interim Results" the unaudited consolidated financial statements of the Comino Group for the six-month period ended 30 September 2005; "Comino Share Option Comino Group plc Share Option Scheme whichSchemes" consists of an HM Revenue & Customs approved share option scheme and an unapproved schedule; "Comino Shareholders" the holders of Comino Shares; "Comino Shares" ordinary shares of 5 pence nominal value each in the capital of Comino; "Companies Act" the Companies Act 1985 (as amended); "Daily Official List" the Daily Official List of the London Stock Exchange; "Debt Facility" the £25,000,000 committed term loan facility made available by RBS to members of the Civica Group under a £65,000,000 credit agreement dated 30 September 2005, as amended and restated on the date of this announcement; "Disclosed" as disclosed in the Comino Annual Report and Accounts or the Comino Interim Results or as otherwise publicly announced by or on behalf of Comino (by the delivery of an announcement to a Regulatory Information Service) prior to 13 December 2005 or as otherwise fairly disclosed in writing to Civica by or on behalf of Comino or its advisers prior to 13 December 2005; "First Closing Date" the date which is 21 days after the day of posting of the Offer Document; "Form of Acceptance" the form of acceptance relating to the Offer which will accompany the Offer Document; "Interim Dividend" the interim dividend of 3 pence per Comino Share payable on 26 January 2006 to Comino Shareholders on the register at the close of business on 6 January 2006; "Investec" Investec Investment Banking, a division of Investec Bank (UK) Limited; "Ireland" the Republic of Ireland; "Japan" Japan, its cities and prefectures, territories and possessions; "Listing Rules" the Listing Rules made by the UK Listing Authority under section 73A of the Financial Services and Markets Act 2000, as amended; "London Stock Exchange" London Stock Exchange plc; "Offer" the recommended offer to be made by Investec on behalf of Civica to acquire all of the issued and to be issued Comino Shares (other than any already owned by a member of the Civica Group) on the terms and subject to the conditions set out in this announcement and to be set out in the Offer Document and the Form of Acceptance and, where the context so requires, any subsequent revision, variation, extension or renewal of such Offer; "Offer Document" the document to be sent to Comino Shareholders which will contain, inter alia, the terms and conditions of the Offer; "Official List" The Official List of the UK Listing Authority; "Panel" The Panel on Takeovers and Mergers of the United Kingdom; "Placing" the conditional placing by Investec of the Placing Shares at the Placing Price in accordance with the terms of an agreement between Investec and Civica; "Placing Price" 230 pence per Placing Share; "Placing Shares" 11,304,348 new Civica Shares to be issued pursuant to the Placing; "RBS" The Royal Bank of Scotland plc; "Regulatory Information any of the services set out in Appendix 3 to theService" Listing Rules; "Resolutions" the ordinary and special resolutions to be passed at an extraordinary general meeting of Civica Shareholders referred to in paragraph 12 of this announcement; "Third Party" any government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, stock exchange, trade agency, association, institution or any other body or person whatsoever in any jurisdiction; "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland; "UK Listing Authority" The Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000, as amended; "United States" or "US" the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia and all other areas subject to its jurisdiction; "Wider Civica Group" Civica and any subsidiaries and subsidiary and/or associated undertakings of Civica and any other undertakings in which Civica and any such subsidiaries and subsidiary and/or associated undertakings (aggregating their interests) have a significant interest; and "Wider Comino Group" Comino and any subsidiaries and subsidiary and/or associated undertakings of Comino and any other undertakings in which Comino and any such subsidiaries and subsidiary and/or associated undertakings (aggregating their interests) have a significant interest. For the purposes of this document "subsidiary", "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given to those terms by the Companies Act (but for this purpose ignoring paragraph 20(1)(b) of the Schedule 4A to the Companies Act) and "significant interest" means a direct or indirect interest in 20 per cent or more of the voting or equity share capital (or the equivalent) of the undertaking. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Cmo Group