11th Jan 2006 07:01
Civica PLC11 January 2006 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. Recommended cash offer by Investec on behalf of Civica plc for the entire issued and to be issued share capital of Comino Group plc Levels of acceptances and extension of the Offer Level of Acceptances On 13 December 2005, Civica plc ("Civica") announced the terms of a recommendedcash offer to purchase the entire issued and to be issued share capital ofComino Group plc ("Comino") for 335p per Comino Share. The Offer was made byInvestec on behalf of Civica. The Offer Document was posted to CominoShareholders on 20 December 2005. Civica announces that, as at 1.00 p.m. on 10 January 2006, being the firstclosing date of the Offer, valid acceptances of the Offer had been received inrespect of a total of 10,298,580 Comino Shares representing approximately 73.3per cent. of the issued share capital of Comino. Prior to making the Offer, Civica obtained irrevocable undertakings to accept,or procure the acceptance of, the Offer from certain Comino Shareholders inrespect of 4,141,591 Comino Shares, representing in aggregate approximately 29.5per cent. of the issued share capital of Comino. In respect of the Comino Shareswhich are the subject of irrevocable undertakings, Civica had at 1.00 pm on 10January 2006 received valid acceptances in respect of all such shares. Prior to the making of the Offer, Civica had also received a letter of intent inrespect of 1,577,286 Comino Shares representing 11.2 per cent. of the issuedshare capital of Comino. Valid acceptances have been received in respect of allsuch shares. The acceptances received pursuant to the irrevocable undertakings and letter ofintent are included in the total number of valid acceptances referred to above. Save as disclosed above, neither Civica nor any person deemed to be acting inconcert with Civica for the purpose of the Offer: (a) owned or controlled anyComino Shares, or any rights over such Comino Shares immediately prior to 7December 2005, being the commencement of the Offer Period; (b) has acquired oragreed to acquire any Comino Shares (or rights over Comino Shares) during theOffer Period, (c) is interested in or has any rights to subscribe for CominoShares (d) holds any short position under a derivative referenced to CominoShares, (e) is a party to any agreement to sell or any delivery obligation orright to require another person to purchase or take delivery of any CominoShares, or (f) has borrowed or lent, save for borrowed shares which have beeneither on-lent or sold, any Comino Shares. Extension of the Offer Civica also announces that the Offer is being extended for 14 days and willremain open for acceptance until the next closing date which will be 1.00 p.m.on 24 January 2006. The Offer remains subject to the terms and conditions setout in the Offer Document dated 20 December 2005 and, in the case of CominoShares held in certificated form, the Form of Acceptance. Comino Shareholders who have not yet accepted the Offer, and wish so to do, areurged to do so as soon as possible. Comino Shareholders who hold their Comino Shares in certificated form, who wishto accept the Offer and have not done so, should complete their Forms ofAcceptance and return them by post or (during normal business hours only) byhand to Capita Registrars, Corporate Actions, PO Box 166, The Registry, 34Beckenham Road, Beckenham, Kent BR3 4TH as soon as possible and, in any event,so as to be received no later than 1.00 p.m. on 24 January 2006, by followingthe procedure set out in paragraph 16(a) of Part II of the Offer Document. Additional Forms of Acceptance are available from Capita Registrars by telephoneon 0870 162 3121 (or +44 20 8639 2157 if telephoning from outside the UK) or atthe address referred to above. Comino Shareholders who hold their Comino Shares in uncertificated form (thatis, in CREST), who wish to accept the Offer and have not done so, should maketheir acceptance electronically through CREST so that the TTE instructionsettles no later than 1.00 p.m. on 24 January 2006, by following the procedureset out in paragraph 16(b) of Part II of the Offer Document. Comino Shareholderswho are CREST sponsored members, should refer to their CREST sponsor beforetaking any action as only their CREST sponsor will be able to send the necessaryTTE instruction to CRESTCo in relation to their Comino Shares. The expressions used in this announcement, unless the context otherwiserequires, bear the same meaning as in the Offer Document dated 20 December 2005. This announcement does not constitute an offer to sell or the solicitation of anoffer to subscribe for or buy any security, nor is it a solicitation of any voteor approval in any jurisdiction, nor shall there be any sale, issuance ortransfer of the securities referred to in this announcement in any jurisdictionin contravention of applicable law. Investec, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for Civica and no one else in connectionwith the Offer and will not be responsible to anyone other than Civica forproviding 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. Close Brothers, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for Comino and no one else in connectionwith the Offer and will not be responsible to anyone other than Comino forproviding the protections afforded to clients of Close Brothers nor forproviding advice in connection with the Offer or the contents of thisannouncement, or any matter referred to herein. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdon may be restricted by law and therefore persons insuch jurisdictions into which this announcement is released, published ordistributed should inform themselves about, and observe, such restrictions. Andfailure to comply with the restrictions may constitute a violation of securitieslaws of any such jurisdiction. Unless otherwise determined by Civica 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, Ireland or Japan or any other jurisdiction ifto do so would constitute a violation of the relevant laws of such jurisdictionand the Offer will not be capable of acceptance by any such use, means,instrumentality or facilities. Accordingly, copies of this announcement, theOffer Document, the Form of Acceptance and any other documents relating to theOffer are not being, and must not be, 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 anyother jurisdiction if to do so would constitute a violation of the relevant lawsof such jurisdiction and persons receiving such documents (including custodians,nominees and trustees) must not directly or indirectly mail, transmit orotherwise forward, distribute or send them in, into or from any suchjurisdiction as to do so may invalidate any purported acceptance of the Offer. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of"relevant securities" of Comino all "dealings" in any "relevant securities" ofComino (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by notlater than 3.30 p.m. (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise 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 theprovisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities"of Comino by Civica or Comino, or by any of their respective "associates", mustbe disclosed by no later than 12.00 noon (London time) on the London businessday following the date of the relevant transaction. A disclosure table, givingdetails of the companies in whose "relevant securities" "dealings" should bedisclosed, and the number of such securities in issue, can be found on theTakeover Panel's website at www.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 marksare defined in the City Code, which can also be found on the Panel's website. Ifyou are in any doubt as to whether or not you are required to disclose a"dealing" under Rule 8, you should consult the Panel. EnquiriesCivica 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 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Cmo Group