4th Apr 2007 08:34
Mears Group PLC04 April 2007 Not for release, distribution or publication in whole or in part in, into orfrom the United States, Canada, Australia, the Republic of South Africa, NewZealand, the Republic of Ireland or Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of such jurisdiction. Recommended offer with full cash alternative by Mears Group PLC for the entire issued and to be issued ordinary share capital of Careforce Group plc Offer unconditional in all respects On 5 March 2007 the boards of Mears Group PLC ("Mears") and Careforce Group plc("Careforce") announced that they had reached agreement on the terms of arecommended offer to be made by Mears for the entire issued and to be issuedshare capital of Careforce. The Offer continues to be recommended by theCareforce Board. On 30 March 2007 Mears announced that the Offer had been declared unconditionalas to acceptances but that it remained subject to the other conditionscontained in Part A of Part IV to the document containing the Offer which wasposted to Careforce Shareholders on 9 March 2007 (the "Offer Document"). Mears is pleased to announce that all of the conditions to the Offer, includingthe condition relating to Admission, have now been satisfied or waived and,accordingly, that the Offer is unconditional in all respects. The Offer will remain open for acceptance until further notice but at least for the next 14days. Any further extension of the Offer will be publicly announced by 8.00a.m. on the business day following that day, or such later time or date as thePanel may agree. Careforce Shareholders who have not yet accepted the Offer areurged to do so as soon as possible. The Cash Alternative will remain open until1.00 p.m. on 13 April 2007, at which time it will close. As at 1.00 p.m. on 3 April 2007, Mears had received valid acceptances in respectof a total of 13,265,659 Careforce Shares representing in total approximately95.5 per cent. of Careforce's issued share capital. None of the acceptances were received from persons acting in concert with Mears. Of the validacceptances, elections have been received for new Mears Shares in respect of6,665,197 Careforce Shares and elections have been received for the CashAlternative in respect of 6,600,462 Careforce Shares. Consideration The consideration to which any Careforce Shareholder is entitled under the Offerwill be paid within 14 days of today's date in respect of Careforce Shares forwhich valid acceptances of the Offer have been received as at 1.00 p.m. on 3 April 2007. The consideration due in respect of valid acceptances of the Offerreceived after 1.00 p.m. today will be dispatched to accepting CareforceShareholders within 14 days of receipt of such acceptances. Compulsory acquisition and cancellation of listing Mears confirms its intention, as set out in the Offer Document, to apply theprovisions of sections 428 to 430F (inclusive) of the Companies Act to acquirecompulsorily any Careforce Shares to which the Offer relates in respect of which it has not received valid acceptances or which it has not otherwiseacquired. In addition, as set out in the Offer Document, Mears intends to procure themaking of an application by Careforce for cancellation of the admission totrading of Careforce Shares on AIM. Accordingly, the 20 business day noticeperiod has commenced and it is anticipated that cancellation of listing andtrading will take effect on or after 8 May 2007, being not less than 20business days from the date of this announcement. Acceptance of the Offer Careforce Shareholders who have not yet accepted the Offer are encouraged(whether or not their Careforce Shares are held in CREST) to complete the Formsof Acceptance as soon as possible and return it duly signed and witnessed (together with their share certificate(s) and/or other document(s) of title, iftheir Careforce Shares are held in certificated form) either by post or by hand(during normal business hours) to Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA. Additional Forms of Acceptance are availablefrom Lloyds TSB Registrars by telephone on 0870 609 2158 (or +44 1903 276 342if telephoning from outside the UK) or at the address referred to above. The expressions used in this announcement, unless the context otherwiserequires, bear the same meaning as in the Offer Document. This announcement does not constitute or form part of any offer to sell or thesolicitation of an offer to subscribe for or buy any security, nor is it asolicitation of any vote or approval in any jurisdiction, nor shall there be anysale, issuance or transfer of the securities referred to in this announcement inany jurisdiction in contravention of applicable law. Any acceptance or otherresponse to the Offer should be made only on the basis of information referred to in the Offer Document and the Form of Acceptance. Investec Investment Banking, a division of Investec Bank (UK) Limited, which isauthorised and regulated in the United Kingdom by the Financial ServicesAuthority, is acting as financial adviser and broker to Mears and no one else inconnection with the Offer and will not be responsible to anyone other than Mearsfor providing the protections afforded to clients of Investec nor for providingadvice in connection with the Offer or the contents of this announcement or anymatter referred to herein. Arbuthnot Securities Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as financial advisor toCareforce and no one else in connection with the Offer and will not be responsible to anyone other than Careforce for providing the protectionsafforded to clients of Arbuthnot Securities nor for providing advice inconnection with the Offer or the contents of this announcement or any matterreferred to herein. CLB Littlejohn Frazer, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting as financial advisor toCareforce and no one else in connection with the Offer and will not beresponsible to anyone other than Careforce for providing the protectionsafforded to clients of CLB Littlejohn Frazer nor for providing advice inconnection with the Offer or the contents of this announcement or any matterreferred to herein. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore persons insuch jurisdictions into which this announcement is released, published or distributed should inform themselves about, and observe, such restrictions.Failure to comply with the restrictions may constitute a violation ofsecurities laws of any such jurisdiction. Unless otherwise determined by Mears and permitted by applicable law andregulation, the Offer is not being, and will not be, made, directly orindirectly, in, into or from, or by use of the mails of, or by any means orinstrumentality (including, without limitation, facsimile transmission, telex,telephone or email) of interstate or foreign commerce of, or by any facility ofa national securities exchange of, nor will it be made in, into or from theUnited States, Canada, Australia, the Republic of South Africa, New Zealand,the Republic of 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 this announcement, the Offer Document, theForm of Acceptance and any other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwiseforwarded, distributed or sent, in whole or in part, in, into or from theUnited States, Canada, Australia, the Republic of South Africa, New Zealand, theRepublic of 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. Investec Keith AndersonMichael AnsellDaniel Adams 020 7597 5970 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Mears