Posting of Scheme Document
December 10 2010 - 2:00AM
UK Regulatory
TIDMNSR
RNS Number : 7123X
Nestor Healthcare Group PLC
10 December 2010
FOR IMMEDIATE RELEASE
Not for release, publication or distribution, in whole or in part, in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of that jurisdiction
10 December 2010
Recommended cash acquisition of Nestor Healthcare Group plc by Saga Group
Limited (to be implemented by way of a scheme of arrangement)
Posting of Scheme Document
On 6 December 2010, the boards of Saga Group Limited ("Saga"), a subsidiary
of Acromas Holdings Limited ("Acromas"), and Nestor Healthcare Group plc
("Nestor"), announced that they had reached agreement on the terms of a
recommended cash acquisition by Saga of the entire issued and to be issued
ordinary share capital of Nestor (to be implemented by way of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme")).
The board of Nestor is pleased to announce that Nestor has today posted to
Nestor Shareholders the scheme document (the "Scheme Document") which sets out,
amongst other things, the full terms and conditions of the Scheme, an
explanatory statement pursuant to section 897 of the Companies Act 2006, a
timetable of principal events and details of the actions to be taken by Nestor
Shareholders. Holders of options and awards under the Nestor Share Schemes (as
defined in the Scheme Document) will receive a letter informing them that the
Scheme Document can be accessed on the Company's website.
As described in the Scheme Document, to become effective, the Scheme will need
to be approved at the Court Meeting and will require the passing of a special
resolution at the General Meeting. The Court Meeting and the General Meeting are
scheduled to be held at the offices of Eversheds LLP, One Wood Street, London
EC2V 7WS on 4 January 2011, with the Court Meeting to commence at 10.00 a.m. and
the General Meeting to commence at 10.15 a.m. (or as soon thereafter as the
Court Meeting is concluded or adjourned). Notices of the Court Meeting and the
General Meeting are set out in the Scheme Document.
The Scheme Document is available for inspection (i) during normal business hours
on any weekday (Saturdays, Sundays and public holidays excepted) at the offices
of Eversheds LLP, One Wood Street, London EC2V 7WS and (ii) at the Company's
website (www.nestorplc.co.uk), in each case up to and including the Scheme
Effective Date or the date that the Scheme lapses or is withdrawn, whichever is
earlier.
The anticipated timetable of principal events is as follows:
+----------------------------------+------------------------------+
| Event | Time and/or date |
+----------------------------------+------------------------------+
| Ex-dividend date for Nestor | 22 December 2010 |
| Shares in respect of Second | |
| Interim Dividend | |
+----------------------------------+------------------------------+
| Dividend Record Date for Second | 6.00 p.m. on 24 December |
| Interim Dividend | 2010 |
+----------------------------------+------------------------------+
| Latest time for lodging Forms of | |
| Proxy for: | |
+----------------------------------+------------------------------+
| Court Meeting (blue form) | 10.00 a.m. on 2 January 2011 |
+----------------------------------+------------------------------+
| General Meeting (white form) | 10.15 a.m. on 2 |
| | January 2011 |
+----------------------------------+------------------------------+
| Voting Record Time for Court | 6.00 p.m. on 2 |
| Meeting and General Meeting | January 2011 |
+----------------------------------+------------------------------+
| Court Meeting | 10.00 a.m. on 4 |
| | January 2011 |
+----------------------------------+------------------------------+
| General Meeting | 10.15 a.m. on 4 |
| | January 2011 |
+----------------------------------+------------------------------+
| The following dates may be subject to change |
+-----------------------------------------------------------------+
| Payment date for Second Interim | 21 January 2011 |
| Dividend | |
+----------------------------------+------------------------------+
| Scheme Record Time, suspension | 6.00 p.m. on 28 January 2011 |
| of listing and dealings in | |
| Nestor Shares and disablement of | |
| Nestor Shares in CREST | |
+----------------------------------+------------------------------+
| Court Hearing (to sanction the | 31 January 2011 |
| Scheme) | |
+----------------------------------+------------------------------+
| Scheme Effective Date | 1 February 2011 |
+----------------------------------+------------------------------+
| Cancellation of listings and | 7.30 a.m. on 3 February 2011 |
| dealings in Nestor Shares | |
+----------------------------------+------------------------------+
| Despatch of cheques and | No later than 15 February |
| settlement through CREST | 2011 |
+----------------------------------+------------------------------+
All references in this document to times are to time in London (unless otherwise
stated).
Terms and expressions used in this announcement shall, unless the context
otherwise requires, have the same meanings as given to them in the announcement
of 6 December 2010 or the Scheme Document and, in relation to any term or
expression defined in both and where there is a discrepancy between the two
meanings, the meaning given to the term or expression in the Scheme Document
shall prevail.
Enquiries
+--------------------------------------+-----------------------+
| Saga / Acromas | Tel: +44 (0) |
| Andrew Goodsell, Executive Chairman | 1303 776 023 |
| Stuart Howard, Chief Financial | |
| Officer | |
+--------------------------------------+-----------------------+
| | |
| Credit Suisse (financial adviser to | Tel: +44 (0) 20 |
| Saga and Acromas) | 7888 8888 |
| George Maddison | |
| Madelaine McTernan | |
| Faisal Tabbah | |
+--------------------------------------+-----------------------+
| | |
| Brunswick Group (PR adviser to Saga | Tel: +44 (0) 20 |
| and Acromas) | 7404 5959 |
| David Yelland | |
| James Olley | |
+--------------------------------------+-----------------------+
| | |
| Nestor | Tel: +44 (0) |
| John Rennocks, Non-executive | 1707 286 817 |
| Chairman | |
| John Ivers, Chief Executive | |
| Martyn Ellis, Group Finance Director | |
+--------------------------------------+-----------------------+
| | |
| Investec (financial adviser to | Tel: +44 (0) 20 |
| Nestor) | 7597 5970 |
| Martin Smith | |
| Gary Clarence | |
| Cara Griffiths | |
| Alex Thomson | |
+--------------------------------------+-----------------------+
| | |
| Citigate Dewe Rogerson (PR advisers | Tel: +44 (0) 20 |
| to Nestor) | 7638 9571 |
| Toby Mountford | |
| Ged Brumby | |
+--------------------------------------+-----------------------+
Credit Suisse, which is authorised and regulated in the United Kingdom by the
FSA, is acting exclusively for Saga and Acromas in connection with the
Acquisition and will not be responsible to anyone other than Saga and Acromas
for providing the protections afforded to the clients of Credit Suisse or for
providing advice in relation to the Acquisition or to the matters referred to in
this announcement.
Investec, which is authorised and regulated in the United Kingdom by the FSA, is
acting exclusively for Nestor in relation to the Acquisition and will not be
responsible to anyone other than Nestor for providing the protections afforded
to the clients of Investec or for providing advice in relation to the
Acquisition or to the matters referred to in this announcement.
Saga and Acromas reserve the right to elect (with the consent of the Panel
(where necessary)) to implement the acquisition of the entire issued and to be
issued ordinary share capital of Nestor by way of an Offer. In such event, the
Offer will be implemented on substantially the same terms, subject to
appropriate amendments, as those which would apply to the Scheme.
Notice to Overseas Shareholders: The availability of the Acquisition or the
distribution of this announcement to Nestor Shareholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located or of which they are citizens. Such persons should
inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions. Nestor Shareholders who are in any doubt
regarding such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
This announcement has been prepared in accordance with English law, the Takeover
Code and the Listing, Prospectus, Disclosure and Transparency Rules and
information disclosed may not be the same as that which would have been prepared
in accordance with the laws of jurisdictions outside England.
Notice to US investors in Nestor: The Acquisition relates to the shares of an
English company and is being implemented by means of a scheme of arrangement
provided for under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules under the US
Exchange Act of 1934. Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the UK to schemes of arrangement which
differ from the disclosure requirements of the US tender offer rules. If, in the
future, Saga and Acromas exercise its right to implement the Acquisition by way
of an Offer, which is to be made into the United States, such Offer will be made
in compliance with the applicable US laws and regulations.
This announcement may contain "forward looking statements" concerning Saga,
Acromas and Nestor. Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates" or similar expressions identify
forward looking statements. The forward looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
suggested by them. Many of these risks and uncertainties relate to factors that
are beyond the ability of Saga, Acromas and Nestor to control or estimate
precisely, such as future market conditions and the behaviours of other market
participants, and therefore undue reliance should not be placed on such
statements which speak only as at the date of this announcement. Saga, Acromas
and Nestor assume no obligation and do not intend to update these forward
looking statements, except as required pursuant to applicable law.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is, or becomes, "interested"
(directly or indirectly) in one 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. An "Opening
Position Disclosure" by a person to whom Rule 8.3(a) of the Code applies must be
made by no later than 3.30 p.m. (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) 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 Code, any person who is, or becomes, interested in one
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 of the Code. A "Dealing Disclosure" by a person to whom Rule
8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time)
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 of the Code.
"Opening Position Disclosures" must also be made by the offeree company and by
any paper offeror and "Dealing Disclosures" must also be made by the offeree
company, by any paper offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4 of the Code).
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 Takeover 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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8 of the Code, you should contact an
independent financial adviser authorised by the FSA under FSMA or consult the
Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone
number +44 (0) 20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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