TIDMQPP TIDMMDG
RNS Number : 5146T
Quindell Portfolio PLC
07 December 2011
ALL REFERENCES TO TIME IN THIS ANNOUNCEMENT ARE TO LONDON
TIME
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE
UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
7 December 2011
RECOMMENDED SHARE OFFER
for
MOBILE DOCTORS GROUP PLC
by
QUINDELL PORTFOLIO PLC
On 2 December 2011, the board of directors of Quindell Portfolio
Plc ("Quindell") and the Independent Directors of Mobile Doctors
Group Plc ("Mobile Doctors") announced that they had reached
agreement on the terms of a recommended all share offer to be made
by Quindell for Mobile Doctors (the "Offer").
Quindell is today publishing and posting to Mobile Doctors
Shareholders the document containing the full terms and conditions
of the Offer (the "Offer Document") together with the relevant Form
of Acceptance.
The Offer is initially open for acceptances until 3.00 p.m. on
28 December 2011. Acceptances of the Offer should be received in
accordance with the instructions contained in the Offer Document
and, for Mobile Doctors Shares held in certificated form, the Form
of Acceptance.
Quindell has received irrevocable undertakings to accept (or
procure acceptance of) the Offer in respect of an aggregate of
12,187,950 Mobile Doctors Shares, representing approximately 72.9
per cent. of the existing issued share capital of Mobile Doctors
which, taken together with the 3,523,868 Mobile Doctors Shares in
which Quindell is currently interested, represent approximately
94.0 per cent. of Mobile Doctors' existing issued share capital.
These irrevocable undertakings all continue to be binding in the
event of a higher competing offer being made for Mobile Doctors and
will cease to be binding only if the Offer lapses or is withdrawn.
The undertakings require the relevant Mobile Doctors Shareholders
to accept the Offer in respect of the Mobile Doctors Shares in
which they are interested within 3 business days of posting of the
Offer Document.
The irrevocable undertakings represent 92.4 per cent. of the MDG
Offer Shares and once they have been complied with Quindell will be
in a position to exercise its rights in accordance with sections
974 to 991 of the Act to acquire compulsorily the remaining Mobile
Doctors Shares in respect of which acceptances have not then been
received on the same terms as the Offer.
The Offer Document will be made available, free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at
www.quindell.com/index.php/investor-relations/home and
www.public.mobile-doctors.co.uk/?page_id=2055 by no later than
12.00 noon on 7 December 2011 and will be available during the
course of the Offer. Hard copies of the Offer Document may be
requested, free of charge, by contacting Mark Dillon, the Company
Secretary of Mobile Doctors, on 0844 848 8800 or Edward Walker, the
Company Secretary of Quindell, on 01329 830537.
Mobile Doctors Shareholders should carefully read the Offer
Document in its entirety before making a decision with respect to
the Offer.
Mobile Doctors Shareholders who hold their Mobile Doctors Shares
in uncertificated form, that is in CREST, and who wish to accept
the Offer should note that on page 21 of the Offer Document the
ISIN for Mobile Doctors Shares has been printed incorrectly; it
should read GB00B1XSS585. This is the number which should be used
when entering their TTE instructions.
Unless otherwise defined in this announcement, capitalised words
and phrases used in this Posting Announcement shall have the same
meanings given to them in the Offer Document.
Enquiries:
For further information, please contact:
Quindell Portfolio Plc
Rob Terry, Chairman & Chief Executive Tel: 01329 830 501
Laurence Moorse, Group Finance Tel: 01329 830 543
Director
Tel: 01329 830 501
Media Inquiries - Tracey Terry, terrylt@quindell.com
Chief Communications Officer
Daniel Stewart & Company Plc
(Financial Adviser to Quindell) Tel: 020 7776 6550
Antony Legge/James Thomas
Mobile Doctors Group Plc Tel: 020 8787 2093
Peter Opperman, Non Executive Chairman
Mark Dillon, Finance Director
Seymour Pierce Limited
(Financial Adviser to Mobile Doctors) Tel: 020 7107 8000
Stewart Dickson/Tom Sheldon
Media Enquiries
Redleaf Polhill Limited
Rebecca Sanders-Hewett Tel: 020 7566 6720
Jenny Bahr quindell@redleafpolhill.com
This Posting Announcement does not constitute or form part of
any offer or invitation to sell or purchase any securities or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, pursuant to the
Offer or otherwise. The Offer is being made by the Offer Document
which contains the full terms and conditions of the Offer,
including details of how the Offer may be accepted. In deciding
whether or not to accept the Offer, Mobile Doctors Shareholders
should rely solely on the information contained in, and follow the
procedures set out in, the Offer Document and, in respect of Mobile
Doctors Shares held in certificated form, the Form of
Acceptance.
Daniel Stewart, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Quindell
and no one else in connection with the Offer and will not be
responsible to anyone other than Quindell for providing the
protections afforded to clients of Daniel Stewart nor for providing
advice in relation to the Offer, the contents of this Posting
Announcement or any other matter or arrangement referred to in this
Posting Announcement.
Seymour Pierce, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Mobile
Doctors and no one else in connection with the Offer and will not
be responsible to anyone other than Mobile Doctors for providing
the protections afforded to clients of Seymour Pierce nor for
providing advice in relation to the Offer, the contents of this
Posting Announcement or any other matter or arrangement referred to
in this Posting Announcement.
The distribution of this Posting Announcement in jurisdictions
outside the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this
Posting Announcement comes should inform themselves about and
observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by Quindell in its sole discretion,
the Offer is not being, and will not be, made, directly or
indirectly, in or into any Restricted Jurisdiction and will not be
capable of acceptance from within any such jurisdiction.
Accordingly, unless otherwise determined by Quindell in its sole
discretion, copies of this Posting Announcement and any
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
any such documents in or into or from any Restricted Jurisdiction,
as doing so may invalidate any purported acceptance of the Offer.
Any person (including, without limitation, custodians, nominees and
trustees) who would, or otherwise intends to, or who may have a
contractual or legal obligation to, forward this Posting
Announcement and/or the Offer documentation and/or any other
related document to any jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of any relevant jurisdiction.
These written materials do not represent an offer of securities
for sale in the United States. Securities may not be offered or
sold in the United States absent registration under the US
Securities Act of 1933 (the "US Securities Act") or an exemption
therefrom. The New Quindell Shares have not been, and will not be,
registered under the US Securities Act or under any relevant
securities laws of any state or other jurisdiction of the United
States, nor have clearances been, nor will they be, obtained from
any securities commission of any province of Canada and no
prospectus has been, or will be, filed or registration made, under
any securities law of Canada nor has a prospectus in relation to
the New Quindell Shares been, nor will one be, lodged with or
registered by, the Australian Securities and Investments
Commission, nor have any steps been taken, nor will any steps be
taken, to enable the New Quindell Shares to be offered in
compliance with applicable securities laws of Japan. Accordingly,
unless an exemption under relevant securities laws is available,
the New Quindell Shares may not be offered, sold, resold or
delivered, directly or indirectly, in, into or from a Restricted
Jurisdiction, or to or for the account or benefit of any US person
or resident of any Restricted Jurisdiction.
This Posting Announcement has been prepared for the purposes of
complying with English law, the City Code and the AIM Rules and the
information disclosed may not be the same as that which would have
been disclosed if this Posting Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside of England. The Offer is subject to the AIM Rules and the
City Code.
Forward-looking statements
This Posting Announcement and the information herein contains
certain forward-looking statements with respect to the financial
condition, results of operations and business of Quindell, Mobile
Doctors and certain plans and objectives of the Mobile Doctors
Board, the Independent Directors of Mobile Doctors and the Quindell
Board. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of similar meaning. These statements are based on assumptions and
assessments made by the Independent Directors of Mobile Doctors and
the Quindell Board in light of their experience and their
perception of historical trends, current conditions, expected
future developments and other factors they believe appropriate.
Forward-looking statements are not guarantees of future
performance. By their nature, forward-looking statements involve
risk and uncertainty, and the factors described in the context of
such forward-looking statements in this Posting Announcement could
cause actual results and developments to differ materially from
those expressed in or implied by such forward-looking
statements.
Many of these risks and uncertainties relate to factors that are
beyond the ability of Quindell and Mobile Doctors to control or
estimate precisely. Neither Quindell nor Mobile Doctors can give
any assurance that such forward-looking statements will prove to
have been correct. Should one or more of these risks or
uncertainties materialise or should underlying assumptions prove
incorrect, actual results may vary materially from those described
in this Posting Announcement. Neither Mobile Doctors nor Quindell
nor their respective boards of directors assume any obligation to
update or correct the information contained in this Posting
Announcement, whether as a result of new information, future events
or otherwise, except to the extent legally required.
The statements contained in this Posting Announcement are made
as at the date of this Posting Announcement, unless some other time
is specified in relation to them, and the provision of copies of
this Posting Announcement shall not give rise to any implication
that there has been no change in the facts set out herein since
such date. Nothing contained in this Posting Announcement shall be
deemed to be a forecast, projection or estimate of the future
financial performance of Quindell or Mobile Doctors or any member
of the Quindell Group or the Mobile Doctors Group except where
expressly stated.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1 per cent. or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm on the 10th business day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 pm on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Information relating to Mobile Doctors Shareholders
Addresses, electronic addresses and certain information provided
by Mobile Doctors Shareholders, persons with information rights and
other relevant persons for the receipt of communications from
Mobile Doctors may be provided to Quindell during the offer period
as requested under Section 4 of Appendix 4 of the Code.
Publication on the Quindell website and the Mobile Doctors
website
A copy of this Posting Announcement will be available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on Quindell's
website at www.quindell.com and on Mobile Doctors' website at
www.mobile-doctors.co.uk by no later than 12:00 noon on 7 December
2011 and during the course of the Offer.
Responsibility
The Quindell Directors accept responsibility for the information
contained in this Posting Announcement other than information
relating to the Mobile Doctors Group, the Mobile Doctors Directors
and their immediate families, related trusts and controlled
companies. To the best of the knowledge and belief of the Quindell
Directors (who have taken all reasonable care to ensure that such
is the case), the information contained in this Posting
Announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
The Mobile Doctors Directors accept responsibility for the
information contained in this Posting Announcement relating to them
and their immediate families, related trusts and controlled
companies and the Mobile Doctors Group. To the best of the
knowledge and belief of the Mobile Doctors Directors (who have
taken all reasonable care to ensure that such is the case), the
information contained in this Posting Announcement for which they
accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
The Independent Directors of Mobile Doctors accept
responsibility for the recommendation and opinions of the
Independent Directors relating to the Offer. To the best of the
knowledge and belief of the Independent Directors (who have taken
all reasonable care to ensure that such is the case), the
information contained in this Posting Announcement for which they
accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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