TIDMNSR
RNS Number : 8725Y
Nestor Healthcare Group PLC
04 January 2011
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
4 January 2011
Recommended cash acquisition of Nestor Healthcare Group plc by
Saga Group Limited
Results of Court Meeting and General Meeting
Nestor Healthcare Group plc ("Nestor") announces that the Scheme
relating to the acquisition of Nestor by Saga Group Limited
("Saga") was today approved at the Court Meeting and the special
resolution was approved at the General Meeting.
Voting results
The voting results in relation to the Court Meeting and the
General Meeting are summarised below:
COURT MEETING
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
99.99% by value of those Scheme Shares voted, voted in favour of
the resolution to approve the Scheme (representing 77.04% of the
total Scheme Shares). The resolution proposed at the Court Meeting
was decided on a poll. Details of the votes cast were as
follows:
Percentage of Number of Percentage of
Number of Scheme Shares Scheme Scheme
Scheme Shares voted by value Shareholders Shareholders
voted (%) who voted who voted (%)
FOR 87,025,932 99.99 154 98.09
AGAINST 4,494 0.01 3 1.91
Accordingly, the resolution proposed at the Court Meeting was
duly passed on a poll vote.
GENERAL MEETING
The special resolution was passed by a poll vote. The proxy
voting results for the special resolution were as follows:
Percentage of Nestor
Number of Nestor Shares voted by value
Shares voted (%)
FOR 87,003,087 99.99
AGAINST 4,494 0.01
VOTE WITHHELD 0 0
Next Steps
Completion of the Scheme remains subject to the satisfaction or,
if permitted, waiver of the remaining conditions of the Scheme set
out in the scheme document dated 10 December 2010 including, inter
alia, the sanction of the Scheme by the Court and the Capital
Reduction. The Court Hearing to sanction the Scheme is expected to
take place on 31 January 2011. It is expected that the last day for
dealings in Nestor Shares will be 28 January 2011 and the Scheme
will become effective on 1 February 2011. If the Scheme becomes
effective on 1 February 2011, it is expected that the admission of
the Nestor Shares to trading on the London Stock Exchange's main
Market for listed securities and the listing of the Nestor Shares
on the Official List of the UK Listing Authority will each be
cancelled on 3 February 2011 or shortly thereafter.
The dates stated above are indicative only and will depend,
among other things, on the date upon which the Court sanctions the
Scheme and confirms the associated Capital Reduction and the date
on which the conditions set out in Part III of the Scheme Document
are satisfied or (if capable of waiver) waived. If any of the
expected dates change, Nestor will, unless the Panel otherwise
directs, give notice of the change by issuing an announcement
through a Regulatory Information Service.
Except as otherwise defined herein, capitalised terms used
herein have the same meanings as set out in the Scheme
Document.
Copies of this announcement will be available on the Company's
website at www.nestorplc.co.uk by no later than 12 noon on 5
January 2011.
Enquiries
Nestor Tel: +44 (0) 1707 286 817
John Rennocks, Non-executive Chairman
John Ivers, Chief Executive
Martyn Ellis, Group Finance Director
Investec (financial adviser to Nestor) Tel: +44 (0) 20 7597 5970
Martin Smith
Gary Clarence
Cara Griffiths
Alex Thomson
Citigate Dewe Rogerson (PR advisers to Nestor) Tel: +44 (0) 20 7638 9571
Toby Mountford
Ged Brumby
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, nor for providing advice in relation to the Acquisition
or to the matters referred to in this announcement. Neither
Investec nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Investec
in connection with the Acquisition or this announcement, any
statement contained herein or otherwise.
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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