RNS Number:5552V
Civica PLC
13 December 2005
Not for release, distribution or publication in whole or in part in, into or
from the United States, Canada, Australia, Ireland or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction
For immediate release 13 December 2005
Civica plc
Recommended cash offer for Comino Group plc
Proposed Placing of 11,304,348 Placing Shares to raise approximately #26 million
* The boards of Civica and Comino are pleased to announce the terms of a
recommended cash offer, to be made by Investec on behalf of Civica, for the
entire issued and to be issued share capital of Comino.
* Under the terms of the Offer, Comino Shareholders will receive 335 pence
in cash per Comino Share, valuing the entire issued and to be issued share
capital of Comino at approximately #49.8 million. Comino Shareholders will
retain the right to receive the Interim Dividend announced by Comino on 8
November 2005 and payable on 26 January 2006.
* The Offer represents a premium of approximately 13 per cent. over the
closing middle market quotation of 296 pence per Comino Share (as derived
from the Daily Official List) on 6 December 2005, being the last dealing day
prior to the commencement of the offer period and a premium of approximately
24 per cent. over the average closing middle market quotation of 270 pence
per Comino Share for the three month period prior to the commencement of the
offer period.
* The Comino Directors have undertaken to accept the Offer in respect of
their entire beneficial interests in Comino Shares, amounting to 759,091
Comino Shares in aggregate and representing approximately 5.4 per cent. of
the fully diluted share capital of Comino.
* Framlington Investment Management Limited has undertaken to accept the
Offer in respect of 3,012,500 Comino Shares in aggregate, representing
approximately 21.5 per cent. of the current issued share capital of Comino.
* Newby Holdings Limited has undertaken to accept the Offer in respect of
370,000 Comino Shares, representing approximately 2.6 per cent. of the
current issued share capital of Comino.
* A letter of intent has been received from Schroders Investment
Management Limited in respect of 1,577,286 Comino Shares representing
approximately 11.3 per cent. of the current issued share capital of Comino.
* Comino is a leading software supplier to the local government, social
housing and occupational pensions markets. For the financial year ended
31 March 2005. Comino achieved turnover of #25.5 million (2004:
#24.5 million) and profits before taxation of #1.95 million (2004:
#1.71 million). It had gross assets of #24.5 million as at 31 March 2005.
For the six months ended 30 September 2005, Comino achieved turnover of
#13.1 million (2004: #12.2 million) and profits before taxation of #1.40
million (2004: #0.85 million).
* The acquisition of Comino is in line with Civica's stated strategy of
increasing the owned intellectual property rights component of its business,
and the board of Civica believe that the acquisition will:
* provide Civica with additional scale and focus in the provision of
public sector systems and further strengthen its position in the fragmented
UK local government IT market;
* provide complementary application, services and support offerings to the
combined customer bases of Civica and Comino, which will include, in
aggregate, 389 local authorities in the United Kingdom;
* enable Civica to deliver enhanced "joined-up" solutions to both existing
and new customers;
* enable Civica to realise opportunities from cross-selling products to
the combined customer base;
* deliver cost synergies through shared resources and by leveraging the
expertise of Comino; and
* provide a platform for future growth for the operations of the combined
businesses.
* The Civica directors believe that the acquisition will be earnings
enhancing for the Civica Group (before goodwill amortisation, exceptional
items and LTIP charges) in the current financial year. This statement
regarding earnings enhancement does not constitute a profit forecast nor
should it be interpreted to mean that earnings per share of Civica for the
current or future years will necessarily match or exceed the historical
published earnings per share of Civica or Comino.
* Civica proposes to issue 11,304,348 Placing Shares at a price of 230
pence under the Placing to raise approximately #26 million in order to fund
part of the cash consideration payable under the Offer.
* RBS has agreed to provide Civica with #25 million of debt finance in
order to finance the remainder of the cash consideration payable under the
Offer.
* The board of Civica announced today in a separate announcement its full
year results for the year ended 30 September 2005. Turnover increased to
#106.0 million (2004: #104.1 million) and Civica recorded gross profit of
#44.9 million (2004: #33.1 million), operating profit (before goodwill
amortisation, exceptional items and LTIP charges) of #12.7 million (2004:
#9.7 million) and a profit before tax (before goodwill amortisation,
exceptional items and LTIP charges) of #10.4 million (2004: #8.3 million)
(2004 figures are stated on a pro forma basis).
Commenting on the Offer, Simon Downing, Chief Executive of Civica, said:
"The board believes that the proposed acquisition will further strengthen
Civica's position in the public sector systems market, through an enhanced
portfolio of complementary products and services. The businesses have been
working together in the market for some time and the acquisition provides a
great strategic fit for customers and makes sound commercial sense for both
companies."
Garth Selvey, Chief Executive of Comino, said:
"The acquisition of Comino by Civica will significantly enhance the presence of
the enlarged Civica group within the UK local government market and the expanded
customer base will offer increased opportunity for the sale of Comino products.
In addition, the complementary technology of Comino will provide the potential
to broaden the scope of systems delivery in the wider public sector market."
Enquiries:
Civica plc - Simon Downing / Mike Stoddard 020 7760 2800
Buchanan Communications - Tim Thompson / Nicola Cronk 020 7466 5000
Investec - Andrew Pinder / David Currie 020 7597 5970
Comino Group plc - Garth Selvey / Paul Clifford 01628 525 433
Binns & Co PR Ltd - Peter Binns / Paul McManus 020 7153 1485
Close Brothers - Peter Alcaraz / James Davies 020 7655 3100
The above summary is to be read in conjunction with, and subject to, the full
text of this announcement. Appendix III to the announcement contains definitions
of certain expressions used in this summary.
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, or an invitation to purchase or subscribe for,
securities of Comino. The Offer will be made solely by the Offer Document and
the Form of Acceptance, which will contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted.
Unless otherwise determined by Civica and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone or email) of
interstate or foreign commerce of, or by any facility of a national securities
exchange of, nor will it be made in, into or from the United States, Canada,
Australia, Ireland or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and the Offer
will not be capable of acceptance by any such use, means, instrumentality or
facilities. Accordingly, copies of any documents relating to the Offer 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 any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must not
directly or indirectly mail, transmit or otherwise forward, distribute or send
them in, into or from any such jurisdiction as to do so may invalidate any
purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the jurisdiction in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves about, and observe, applicable requirements.
Investec, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for Civica and for no one else in connection with the Offer
and will not be responsible to anyone other than Civica for providing the
protections afforded to clients of Investec nor for providing advice in relation
to the Offer or any matter referred to herein or in the Offer Document.
Close Brothers, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Comino and for no one else in connection with
the Offer and will not be responsible to anyone other than Comino for providing
the protections afforded to customers of Close Brothers nor for providing advice
in relation to the Offer or any matter referred to herein or in the Offer
Document.
The Panel wishes to draw attention to certain UK dealing disclosure requirements
following the announcement of the Offer. An "offer period" is deemed to
commence at the time when an announcement is made of a proposed or possible
offer, with or without terms. Accordingly, the offer period began on 7 December
2005.
The above disclosure requirements are set out in more detail in Rule 8 of the
City Code. Under the provisions of Rule 8.3 of the City Code, if any person is,
or becomes, "interested" (directly or indirectly) in 1% or more of any class of
"relevant securities" of Comino, all "dealings" in any "relevant securities" of
that company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30pm (London time) on the London business day following the date of
the relevant transaction. This requirement will continue until the date on which
the offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the "offer period" otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal 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 the provisions 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", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City 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, please contact an independent
financial adviser authorised under the Financial Services and Markets Act 2000
and/or consult the Panel's website at www.thetakeoverpanel.org.uk or contact the
Panel on telephone number +442076380129; fax +442072367013.
Not for release, distribution or publication in whole or in part in, into or
from the United States, Canada, Australia, Ireland or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction.
For immediate release 13 December 2005
Civica plc
Recommended cash offer for Comino Group plc
Proposed Placing of 11,304,348 Placing Shares to raise approximately #26 million
1. Introduction
The boards of Civica and Comino are pleased to announce the terms of a
recommended cash offer, to be made by Investec on behalf of Civica, for the
entire issued and to be issued share capital of Comino.
The Offer values the entire issued and to be issued share capital of Comino at
approximately #49.8 million and represents a premium of approximately 13 per
cent. over the closing middle market quotation of 296 pence per Comino Share (as
derived from the Daily Official List) on 6 December 2005, being the last dealing
day prior to the commencement of the offer period and a premium of approximately
24 per cent. over the average closing middle market quotation of 270 pence per
Comino Share for the three month period prior to the commencement of the offer
period.
2. Recommendation
The board of Comino, which has been so advised by Close Brothers, its financial
adviser, considers the terms of the Offer to be fair and reasonable and
accordingly will recommend that Comino Shareholders accept the Offer, as they
have irrevocably undertaken to do so in respect of their own beneficial
holdings, amounting to, in aggregate, 759,091 Comino Shares representing
approximately 5.4 per cent. of the current issued share capital of Comino. In
providing advice to the board of Comino, Close Brothers has taken account of the
commercial assessments of the Comino Directors.
3. The Offer
On behalf of Civica, Investec will offer to acquire, on the terms and subject to
the conditions and further terms set out in Appendix I to this announcement, and
the further terms and conditions to be set out in the Offer Document and the
accompanying Form of Acceptance, the entire issued and to be issued share
capital of Comino, on the following basis:
for each Comino Share 335 pence in cash
Comino Shares will be acquired by Civica with full title guarantee and fully
paid up, free from all liens, equities, charges, equitable interests,
encumbrances, rights of pre-emption and any other third party right and/or
interests of any nature whatsoever and together with all rights attaching to
them, now or in the future, including the right to receive and retain all
dividends, interest and other distributions declared, paid or made after the
date of the Offer Document, save for the right to receive the Interim Dividend.
4. Irrevocable undertakings
Comino Directors have entered into irrevocable undertakings with Civica pursuant
to which they have irrevocably undertaken to accept the Offer in respect of
their entire beneficial interests in the share capital of Comino, amounting in
aggregate to 759,091 Comino Shares, representing approximately 5.4 per cent. of
the fully diluted share capital of Comino. These undertakings remain binding
even if a higher offer is made by a third party.
Framlington Investment Management Limited has undertaken to accept the Offer in
respect of 3,012,500 Comino Shares in aggregate, representing approximately 21.5
per cent. of the current issued share capital of Comino. Newby Holdings Limited
has undertaken to accept the Offer in respect of 370,000 Comino Shares,
representing approximately 2.6 per cent. of the current issued share capital of
Comino. These undertakings do not remain binding in the event a higher offer
above a certain amount is made by a third party.
A letter of intent has been received from Schroders Investment Management
Limited in respect of 1,577,286 Comino Shares, representing approximately 11.3
per cent. of the current issued share capital of Comino.
Further details of these undertakings and the letter of intent are set out in
Appendix II to this announcement.
5. Background to and reasons for the Offer
Civica's strategy is to continue to strengthen its position as a leading
provider of software and IT services to the public sector. It already holds a
strong market position in public sector financial systems, community enforcement
and environmental services within the local authority market and in addition is
a leading provider of public sector systems in Australia. The board of Civica
believe that the market for the provision of public sector systems is growing as
a result of the UK Government's focus on public sector improvement and
efficiency gain as characterised by the Gershon Review and the recently
announced 'Transformational Government' strategy. Civica is seeking to continue
to capitalise on this market opportunity through its approach of offering
integrated consulting, software and managed services that provide an end-to-end
solution for local authorities.
Civica has acquired and integrated three businesses since its admission to AIM
in March 2004. These acquisitions have each provided Civica with an extended
product portfolio and a broader customer base.
The acquisition of Comino is in line with Civica's stated strategy of increasing
the owned intellectual property rights component of its business, and the board
of Civica believe that the acquisition will:
* provide Civica with additional scale and focus in the provision of
public sector systems and further strengthen its position in the fragmented UK
local government IT market;
* provide complementary application, services and support offerings to the
combined customer bases of Civica and Comino, which will include, in
aggregate, 389 local authorities in the United Kingdom;
* enable Civica to deliver enhanced "joined-up" solutions to both existing
and new customers;
* enable Civica to realise opportunities from cross-selling products to
the combined customer base;
* deliver cost synergies through shared resources and by leveraging the
expertise of Comino; and
* provide a platform for future growth for the operations of the combined
businesses.
The Civica Directors believe that the acquisition will be earnings enhancing for
the Civica Group (before goodwill amortisation, exceptional items and LTIP
charges) in the current financial year. This statement regarding earnings
enhancement does not constitute a profit forecast nor should it be interpreted
to mean that earnings per share of Civica for the current or future years will
necessarily match or exceed the historical published earnings per share of
Civica or Comino.
6. Information relating to the Civica Group
Civica is one of the UK's most experienced providers of consulting, software
systems and managed services to the public sector. The company has a 20 year
history of supplying local government, police, healthcare, criminal justice and
education organisations in the UK, Australia and the USA. UK customers include
approximately 83 per cent. of local authorities, 47 of the 53 police forces,
more than 250 NHS Trusts and over 30 local education authorities, whilst in
Australia the group is one of the leading local government software suppliers.
The board of Civica announced today in a separate announcement its full year
results for the year ended 30 September 2005. Turnover increased to #106.0
million (2004: #104.1 million) and Civica recorded gross profit of #44.9 million
(2004: #33.1 million), operating profit (before goodwill amortisation,
exceptional items and LTIP charges) of #12.7 million (2004: #9.7 million) and a
profit before tax (before goodwill amortisation and LTIP charges) of #10.4
million (2004: #8.3 million) (2004 figures are stated on a pro forma basis).
7. Information relating to the Comino Group
Comino is a leading software supplier to the local government, social housing
and occupational pensions markets. For the financial year ended 31 March 2005,
Comino achieved turnover of #25.5 million (#24.5 million) and profits before
taxation of #2.0 million (#1.7 million). It has gross assets of #24.5 million as
at 31 March 2005. For the six months ended 30 September 2005, Comino achieved
turnover of #13.1 million (2004: #12.2 million) and profits before taxation of
#1.4 million (2004: #0.9 million).
8. Financing of the Offer
The consideration payable under the Offer will be financed by the proceeds of
the Placing and the Debt Facility.
Civica proposes to issue 11,304,348 Placing Shares at a price of 230 pence
pursuant to the Placing to raise approximately #26 million in order to fund part
of the cash consideration payable under the Offer. The Placing has been fully
underwritten by Investec and is conditional upon, inter alia:
i. the Offer becoming or being declared unconditional in all
respects in accordance with its terms (other than any
condition relating to Admission taking place);
ii. the Debt Facility not having been terminated or, if it has, an
equivalent replacement facility being available;
iii. the passing without amendment of the Resolutions; and
iv. Admission taking place by not later than 5.00 pm on the fifth
Business Day following the Offer becoming or being declared
unconditional in all respects (other than as regards any
condition relating to Admission becoming effective).
RBS has agreed, subject to conditions, to provide Civica with #25 million of
debt finance. Under the Debt Facility and the Placing Agreement, Civica has
agreed not to waive or amend any term or condition of the Offer without the
prior written consent of RBS and Investec, respectively.
9. Management and employees
The Comino Directors have received assurances from Civica that, following the
Offer becoming or being declared unconditional in all respects, the existing
employment rights, including pension rights, of all employees of Comino will be
fully safeguarded.
Garth Selvey, Chief Executive of Comino, and David Quysner, Michael Greig and
Mark Boleat, the non-executive directors of Comino, have each confirmed that
they will resign from the board of Comino on the Offer becoming or being
declared unconditional in all respects.
10. Comino Share Option Schemes
The Offer will extend to any Comino Shares unconditionally allotted or issued
whilst the Offer remains open for acceptance (or by such earlier time and/or
date as Civica may, subject to the City Code, determine) including any such
shares allotted or issued as a result of the exercise of options under the
Comino Share Option Schemes.
To the extent that options under the Comino Share Option Schemes are not
exercised before the date on which the Offer closes, and if the Offer becomes or
is declared unconditional in all respects, Civica will make appropriate
proposals to option holders in due course.
11. Compulsory acquisition, de-listing and re-registration
If Civica receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent., or more of the Comino Shares to which the Offer relates
and the Offer becomes or is declared unconditional in all respects, Civica
intends to exercise its rights pursuant to the provisions of sections 428 to
430F (inclusive) of the Companies Act to compulsorily acquire all remaining
Comino Shares on the same terms as the Offer.
It is Civica's intention that, following the Offer becoming or being declared
unconditional in all respects, Comino will make an application as soon as it is
appropriate to do so to cancel the listing of Comino Shares on the Official List
and from trading on the London Stock Exchange. It is anticipated that, such
cancellation will take effect no earlier than 20 business days after Civica, by
virtue of its shareholding (if any) and acceptances of the Offer, has acquired
or agreed to acquire 75 per cent. of the voting rights attaching to Comino
Shares. Such a cancellation would significantly reduce the liquidity and
marketability of any Comino Shares not assented to the Offer.
It is also proposed that, subject to the Offer becoming or being declared
unconditional in all respects, Civica will seek to procure the re-registration
of Comino as a private company under the relevant provisions of the Act.
12. Extraordinary General Meeting
The Offer is conditional on, inter alia, the directors of Civica being granted
authority by Civica Shareholders to allot the Placing Shares to be issued
pursuant to the Placing for cash. An extraordinary general meeting of Civica
will be convened at which the Resolutions will be proposed to grant the required
authorities under sections 80 and 95 of the Companies Act 1985.
The directors of Civica consider the Offer to be in the best interests of Civica
Shareholders as a whole and will be recommending that Civica Shareholders vote
in favour of the Resolutions to , as they intend to do in respect of their own
beneficial shareholdings, which amount to 513,192 Civica Shares in aggregate,
representing approximately 1.0 per cent. of the current issued share capital of
Civica.
13. Inducement fee
As an inducement to Civica to make the Offer, Comino has agreed to pay one per
cent. of the value of the Offer to Civica in the event that the Offer is
withdrawn or lapses (without becoming or being declared unconditional in all
respects) following (a) an offer or proposal (however effected) by a third party
to acquire 30 per cent. or more of the voting rights attributable to the issued
or to be issued ordinary share capital of Comino being publicly announced where
such offer is at a price per share equal to or more than 335 pence per share and
such offer subsequently becomes or is declared unconditional or is otherwise
completed, (b) the Comino Directors, or any committee of the board of Comino,
recommending an offer by a third party, or withdrawing or modifying, in a manner
adverse to Civica, their recommendation of the Offer, or (c) Comino, or any
member of the Comino Group, entering into any agreement, arrangement or
understanding to dispose of, without the consent of Civica, any of its assets of
a material amount (to be determined in accordance with Note 2 to Rule 21.1 of
the City Code).
14. Dividend policy
Following the acquisition, Civica intends to continue its stated progressive
dividend policy, which balances the dividend payout with the continuing need to
make investment in order to grow earnings.
15. Disclosure of interests in Comino
Save for the irrevocable undertakings and letter of intent referred to in
paragraph 4 of this announcement, neither Civica nor, so far as Civica is aware,
any person deemed to be acting in concert (as defined in the City Code) with
Civica has any interest in or right to subscribe for Comino Shares or has any
short position (including any short positions under a derivative, any agreement
to sell or any delivery obligation or right to require another person to take
delivery) in Comino Shares or has borrowed or lent any Comino Shares (save for
any borrowed shares which have either been on-lent or sold) or owns or controls
any Comino Shares or has any options to acquire Comino Shares or has procured or
received an irrevocable commitment or letter of intent to accept, or procure the
acceptance of, the Offer. Neither Civica nor, so far as Civica is aware, any
person acting in concert with Civica for the purposes of the Offer has any
arrangement in relation to Comino Shares or any securities convertible into or
exchangeable into Comino Shares or options (including traded options) in respect
of, or derivatives referenced to, any such shares. For these purposes,
"arrangement" includes any indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature, relating to Comino Shares
(or such other securities specified) which may be an inducement to deal or
refrain from dealing in such shares. In the interests of confidentiality prior
to this announcement, Civica has not made any enquiries in this respect of
certain parties who may be presumed by the Panel to be acting in concert with
Civica for the purposes of the Offer.
16. Further information
Enquiries:
Civica plc - Simon Downing / Mike Stoddard 020 7760 2800
Buchanan Communications - Tim Thompson / Nicola Cronk 020 7466 5000
Investec - Andrew Pinder / David Currie 020 7597 5970
Comino Group plc - Garth Selvey / Paul Clifford 01628 525 433
Binns & Co PR Ltd - Peter Binns / Paul McManus 020 7153 1485
Close Brothers - Peter Alcaraz / James Davies 020 7655 3100
The conditions of the Offer are set out in Appendix I.
Appendix II contains additional information regarding the Offer and the bases
and sources of certain information contained in this announcement.
Appendix III contains the definitions of certain expressions used in this
announcement.
It is intended that the Offer Document (including a letter of recommendation
from the Non-Executive Chairman of Comino) and Form of Acceptance will be
dispatched shortly to Comino Shareholders and, for information only, to holders
of options under the Comino Share Option Schemes and to the holder of warrants
over Comino Shares. The terms of the Offer and acceptances will be governed by
English law.
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, or an invitation to purchase or subscribe for,
securities. The Offer will be made solely by the Offer Document and the Form of
Acceptance, which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted.
Unless otherwise determined by Civica and permitted by applicable law and
regulation, the Offer will not be, made directly or indirectly, in, into or
from, or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone or email) of
interstate or foreign commerce of, or by any facility of a national securities
exchange of, nor will it be made in, into or from the United States, Canada,
Australia, Ireland or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and the Offer
will not be capable of acceptance by any such use, means, instrumentality or
facilities. Accordingly, copies of any documents relating to the Offer 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 any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must not
directly or indirectly mail, transmit or otherwise forward, distribute or send
them in, into or from any such jurisdiction as to do so may invalidate any
purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the jurisdiction in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves about, and observe, applicable requirements.
Investec, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for Civica and for no one else in connection with the Offer
and will not be responsible to anyone other than Civica for providing the
protections afforded to clients of Investec nor for providing advice in relation
to the Offer or any matter referred to herein or in the Offer Document.
Close Brothers, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Comino and for no one else in connection with
the Offer and will not be responsible to anyone other than Comino for providing
the protections afforded to customers of Close Brothers nor for providing advice
in relation to the Offer or any matter referred to herein or in the Offer
Document.
The Panel wishes to draw attention to certain UK dealing disclosure requirements
following the announcement of the Offer. An "offer period" is deemed to
commence at the time when an announcement is made of a proposed or possible
offer, with or without terms. Accordingly, the offer period began on 7 December
2005.
The above disclosure requirements are set out in more detail in Rule 8 of the
City Code. Under the provisions of Rule 8.3 of the City Code, if any person is,
or becomes, "interested" (directly or indirectly) in 1% or more of any class of
"relevant securities" of Comino, all "dealings" in any "relevant securities" of
that company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30pm (London time) on the London business day following the date of
the relevant transaction. This requirement will continue until the date on which
the offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the "offer period" otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal 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 the provisions 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", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City 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, please contact an independent
financial adviser authorised under the Financial Services and Markets Act 2000
and/or consult the Panel's website at www.thetakeoverpanel.org.uk or contact the
Panel on telephone number +442076380129; fax +442072367013.
APPENDIX I
Conditions and certain further terms of the Offer
The Offer will be subject to the following conditions:
(A) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1:00 p.m. on the First Closing Date (or such later
time(s) and/or date(s) as Civica may, with the consent of the Panel or in
accordance with the City Code, decide) in respect of not less than 90 per cent.
(or such lower percentage as Civica may decide) in nominal value of the Comino
Shares to which the Offer relates, provided that this condition shall not be
satisfied unless Civica and/or any of its wholly-owned subsidiaries shall have
acquired or agreed to acquire, whether pursuant to the Offer or otherwise and
whether directly or indirectly, Comino Shares carrying in aggregate more than 50
per cent. of the voting rights then normally exercisable at a general meeting of
Comino, including for this purpose (to the extent, if any, required by the
Panel) any such voting rights attaching to any Comino Shares that are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise. For the purposes of
this condition:
(i) Comino Shares which have been unconditionally allotted but not
issued before the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding subscription or conversion
rights or otherwise, shall be deemed to carry the voting rights they will carry
on being entered into the register of members of Comino;
(ii) the expression "Comino Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F (inclusive) of the Companies
Act; and
(iii) valid acceptances shall be treated as having been received in
respect of any Comino Shares which Civica shall, pursuant to section 429(8) of
the Companies Act, be treated as having acquired or contracted to acquire by
virtue of acceptance of the Offer;
(B) the passing at an extraordinary general meeting of Civica (or at any
adjournment thereof) of any resolution or resolutions which are necessary or, in
the reasonable opinion of Civica, desirable to approve, effect and implement the
Placing;
(C) the admission of the Placing Shares to trading on AIM and such
admission becoming effective in accordance with the AIM Rules;
(D) to the extent that the acquisition of Comino Shares would constitute
a relevant merger within the meaning of section 23 of the Enterprise Act 2002,
the Office of Fair Trading indicating, in terms reasonably satisfactory to
Civica, that it does not intend to refer the proposed acquisition of Comino by
Civica, or any aspect of it, to the Competition Commission;
(E) (i) all necessary notifications, filings or applications
having been made and all applicable waiting and other time periods (including
any extensions thereof) having expired, lapsed or terminated in each case under
any applicable legislation and regulations in any jurisdiction and all statutory
or regulatory obligations in any jurisdiction having been complied with in each
case in connection with the Offer or its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control of, Comino
or any other member of the Wider Comino Group by Civica or any other member of
the Wider Civica Group;
(ii) all authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals
(collectively "Consents") which are required by any applicable legislation or
regulations in any jurisdiction or which are reasonably deemed necessary or
appropriate in any jurisdiction by Civica or any member of the Civica Group in
connection with the Offer or its implementation (in each case where failure to
obtain such Consent would have a material and adverse effect on a member of the
Wider Comino Group, a member of the Wider Civica Group or the implementation of
the Offer) including without limitation, the acquisition or proposed acquisition
of any shares or other securities in, or control of, Comino or any other member
of the Wider Comino Group by Civica or any other member of the Wider Civica
Group having been obtained in terms and in a form reasonably satisfactory to
Civica from all appropriate Third Parties, including those with whom any member
of the Wider Comino Group has entered into contractual arrangements; and
(iii) all such Consents together with all other Consents
necessary or appropriate to carry on the business of any member of the Wider
Comino Group which is material in the context of the Comino Group taken as a
whole having been obtained and remaining in full force and effect and all
filings necessary for such purpose having been made and there being no notice or
intimation of any intention to revoke or not to renew any of the same and all
necessary statutory or regulatory requirements in any jurisdiction having been
complied with by each member of the Wider Comino Group at the time at which the
Offer becomes otherwise unconditional;
(F) save as Disclosed, there being no provision of any agreement,
arrangement, authorisation, consent, licence, permit or other instrument to
which any member of the Wider Comino Group is a party or by or to which any such
member or any of its assets may be bound, entitled or subject, or any
circumstance which, in each case as a consequence of the Offer or the
acquisition or proposed acquisition of any shares in, or control of, Comino by
any member of the Wider Civica Group or of a change in the control or management
of Comino or any other member of the Wider Comino Group or otherwise, would or
might reasonably be expected to result in, in any case, to an extent which is or
would be material and adverse in the context of the Wider Comino Group taken as
a whole:
(i) any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, authorisation, consent, licence,
permit or instrument, or the rights, liabilities, obligations or interests of
any such member thereunder, being or becoming capable of being terminated or
adversely modified or affected or any obligation or liability arising or any
adverse action being taken thereunder;
(iii) any assets or interests of any such member being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged, in each case, other
than in the ordinary course of business;
(iv) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or assets
of any such member or any such security interest (whenever arising or having
arisen) becoming enforceable;
(v) the rights, liabilities, obligations or interests of any such member
of the Wider Comino Group in, or the business of any such member with, any
person, firm or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or affected;
(vi) the value of any such member or its financial or trading position or
prospects or profits being materially prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under any
name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by any such
member,
and no event having occurred which, under any provision of any agreement,
arrangement, authorisation, consent, licence, permit or other instrument to
which any member of the Wider Comino Group is a party or by or to which any such
member or any of its assets may be bound, entitled or subject, can or might
reasonably be expected to result in any of the events or circumstances as are
referred to in paragraphs (i) to (viii) of this paragraph;
(G) no Third Party having decided to take, institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference, or
enacted, made or proposed any statute, regulation, decision or order or
otherwise taken any other step or done any thing and there not continuing to be
outstanding any statute, regulation, decision or order which would or can or
might reasonably be expected, in any case, to an extent which is material and
adverse in the context of the Civica Group or the Comino Group (as the case may
be) taken as a whole, to:
(i) require, prevent or delay the divestiture, or alter the terms
envisaged for any proposed divestiture, by any member of the Wider Comino Group
or any member of the Wider Civica Group, of all or any portion of their
respective businesses, assets or property or of any shares or other securities
in Comino or impose any limitation on the ability of any of them to conduct
their respective businesses or to own any of their respective assets or
properties or any part thereof;
(ii) impose any limitation on, or result in a delay in, the ability of
any member of the Wider Civica Group or any member of the Wider Comino Group,
directly or indirectly, to acquire or to hold or to exercise effectively any
rights of ownership or other rights in respect of shares or loans or securities
convertible into shares or any other securities (or the equivalent) in any
member of the Wider Comino Group or to exercise management control over any such
member;
(iii) otherwise materially and adversely affect the business, assets,
financial condition or trading position or profits or prospects of any member of
the Wider Comino Group or any member of the Wider Civica Group (as the case may
be);
(iv) make the Offer, its implementation or the acquisition or proposed
acquisition by Civica or any member of the Wider Civica Group of any shares or
other securities in, or control of, Comino void, illegal and/or unenforceable in
or under the laws of any relevant jurisdiction, or otherwise, directly or
indirectly and to an extent which is material in the context of the Civica Group
or the Comino Group (as the case may be), taken as a whole, restrain, restrict,
prohibit, delay or otherwise impede or interfere with the implementation of, or
impose additional conditions or obligations with respect to the Offer, or
otherwise challenge or interfere therewith;
(v) require any member of the Wider Civica Group or the Wider Comino
Group to acquire or to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the Wider Comino Group (other than
Comino) owned by any third party;
(vi) impose any limitation on the ability of any member of the Wider
Comino Group or the Wider Civica Group to co-ordinate or integrate its business,
or any part of it, with the business of any other members; or
(vii) result in any member of the Wider Comino Group ceasing to be able to
carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the Offer or the
acquisition or proposed acquisition of any Comino Shares having expired, lapsed
or been terminated;
(H) except as Disclosed, no member of the Wider Comino Group having,
since 31 March 2005:
(i) save as between Comino and wholly-owned subsidiaries of Comino or
for Comino Shares issued pursuant to the exercise of options granted under the
Comino Share Option Schemes, issued or agreed to issue, authorised or proposed
the issue of additional shares of any class;
(ii) save as between Comino and wholly-owned subsidiaries of Comino or
for the grant of options under the Comino Share Option Schemes, issued or agreed
to issue, authorised or proposed the issue of or granted securities convertible
into shares of any class or rights, warrants or options to subscribe for, or
acquire, any such shares or convertible securities;
(iii) other than to another member of the Comino Group, recommended,
declared, paid or made or proposed to recommend, declare, pay or make any bonus,
dividend or other distribution whether payable in cash or otherwise save for the
Interim Dividend;
(iv) save for intra-Comino Group transactions, merged with or
demerged from any body corporate, partnership or business or acquired or
disposed of or transferred, mortgaged or charged or created any security
interest over any assets or any right, title or interest in any asset (including
shares and trade investments) or authorised or proposed or announced any
intention to propose any merger, demerger, acquisition or disposal, transfer,
mortgage, charge or security interest, in each case, other than in the ordinary
course of business or save to the extent the same is not material in the context
of the Offer or the Comino Group taken as a whole;
(v) save for intra-Comino Group transactions, made or
authorised or proposed or announced an intention to propose any change in its
loan capital;
(vi) save for intra-Comino Group transactions, issued, authorised
or proposed the issue of any debentures or, other than in the ordinary course of
business, incurred or increased any indebtedness or become subject to any
guarantee or other liability (actual or contingent) save to the extent the same
is not material in the context of the Offer or the Comino Group taken as a
whole;
(vii) purchased, redeemed or repaid or authorised or announced any
proposal to purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect to the matters mentioned in paragraph (i) above,
made any other change to any part of its share capital;
(viii) implemented or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme, commitment or
other transaction or arrangement other than in the ordinary course of business
or save to the extent the same is not material in the context of the Comino
Group taken as a whole;
(ix) save in respect of normal annual salary increases in
accordance with past remuneration policies and in the ordinary course, entered
into or changed or made any offer (which remains open for acceptance) to enter
into or change the terms of any contract with any director or senior executive;
(x) entered into, varied or terminated or authorised, proposed
or announced its intention to enter into, vary or terminate any contract,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, onerous or unusual nature or magnitude or
which is or can reasonably be expected to be restrictive on the business of any
member of the Wider Comino Group or which involves an obligation of such a
nature or magnitude which is other than in the ordinary course of business and
which, in any case, is material in the context of the Comino Group taken as a
whole;
(xi) been unable, or admitted in writing that it is unable, to pay
its debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease to carry on all
or a substantial part of its business;
(xii) taken or proposed any corporate action or had any legal
proceedings started or threatened against it for its winding-up (voluntary or
otherwise), dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or similar officer of all or any
of its assets or revenues or any analogous proceedings in any jurisdiction or
had any such person appointed save to the extent the same is not material in the
context of the Comino Group taken as a whole;
(xiii) entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider Comino Group or
the Wider Civica Group other than to a nature and extent which is normal in the
context of the business concerned and not material in the context of the Comino
Group or the Civica Group (as relevant) taken as a whole;
(xiv) waived, settled or compromised any claim otherwise than in the
ordinary course of business;
(xv) entered into any contract, commitment, arrangement or
agreement or passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to propose to,
effect any of the transactions, matters or events referred to in this condition;
(xvi) made any alteration to its memorandum or articles of
association or equivalent constitutional documents which is material in the
context of the Offer; or
(xvii) except as required or necessary for the purposes of complying
with changes in legislation, made or consented to any change to the terms of the
trust deeds constituting the pension schemes established for its directors and/
or employees and/or their dependants or to the benefits which accrue, or to the
pensions which are payable thereunder, or to the basis on which qualification
for or accrual or entitlement led to such benefits or pensions are calculated or
determined, or agreed, or consented to, any change to the trustees,
and, for the purposes of paragraphs (iii), (iv), (v), and (vi) of this paragraph
only, the term "Comino Group" shall mean Comino and its wholly-owned
subsidiaries;
(I) since 31 March 2005 and save as Disclosed:
(i) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of any member of
the Wider Comino Group which is material in the context of the Wider Comino
Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Comino Group is or can reasonably
expected to become a party (whether as a claimant, defendant or otherwise) and
no investigation by any Third Party against or in respect of any member of the
Wider Comino Group having been instituted, announced or threatened by or against
or remaining outstanding in respect of any member of the Wider Comino Group
which in any such case might reasonably be expected to adversely affect any
member of the Wider Comino Group to an extent which, in any case, is material in
the context of the Wider Comino Group taken as a whole;
(iii) no contingent or other liability having arisen or increased or
become apparent to Civica which would or might reasonably be likely to adversely
affect any member of the Wider Comino Group to an extent which, in any case, is
material in the context of the Wider Comino Group taken as a whole; and
(iv) no steps having been taken which will or are reasonably likely to
result in the withdrawal, cancellation, termination or modification of any
authorisation, consent or licence held by any member of the Wider Comino Group
which is necessary for the proper carrying on of its business to an extent
which, in any case, is material in the context of the Comino Group taken as a
whole; and
(J) save as Disclosed, Civica not having discovered:
(i) that any financial, business or other information concerning any
member of the Wider Comino Group contained in the information disclosed
(publicly or otherwise) to Civica at any time by or on behalf of any member of
the Wider Comino Group is misleading, contains a misrepresentation of fact or
omits to state a fact necessary to make that information not misleading to an
extent which, in any case, is material in the context of the Wider Comino Group
taken as a whole;
(ii) that any member of the Wider Comino Group is subject to any
liability (contingent or otherwise) save to an extent the same is not material
in the context of the Wider Comino Group taken as a whole; or
(iii) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Comino Group
and which is material in the context of the Comino Group taken as a whole.
(K) Save as Disclosed, Civica not having discovered that:
(i) a member of the Comino Group is not the sole (save for co-ownership
with any other members of the Comino Group) unencumbered legal and beneficial
owner of or does not have licensed to it (on terms that (a) are not unusual or
onerous; (b) will not be adversely affected by the acquisition by Civica of the
Wider Comino Group; (c) do not require the making of any payment which is likely
to have a material adverse effect on the business of the Wider Comino Group
taken as a whole; and (d) are either perpetual and irrevocable, or termination
will not be likely to have a material adverse effect on the business of any
member of the Wider Comino Group taken as a whole) all intellectual property
that is required or reasonably necessary for the conduct of the business of the
Wider Comino Group in a manner in all respects similar to the manner in which it
is currently conducted; or
(ii) any member of the Wider Comino Group has (in the 6 years prior to 13
December 2005) infringed in any material respect, any intellectual property of
any third party, or is or has been alleged to have done so; or
(iii) there has been (in the 6 years prior to 13 December 2005 material
unauthorised use, infringement or misappropriation of any intellectual property
of any member of the Wider Comino Group by any third party which would be
material and adverse in the context of the Wider Comino Group taken as a whole;
or
(iv) any third party has a licence (whether express or implied, written
or unwritten) to use any intellectual property of any member of the Wider Comino
Group, and that any third party is entitled as a result of acquiescence on the
part of any member of the Wider Comino Group to use any intellectual property
(in each case where this would be likely to have a material adverse effect on
the business of the Wider Comino Group) of any member of the Wider Comino Group;
or
(v) (in the 6 years prior to 13 December 2005) any third party has
alleged or suggested that any registered intellectual property, or any material
unregistered intellectual property, of the Wider Comino Group is or might be
invalid or subject to revocation, or is not or might not be owned by the Wider
Comino Group.
and for the purpose of this condition (K), "intellectual property" means
copyright and rights in the nature of copyright, database rights, design rights,
inventions, patents, trade marks, domain names, software, applications for any
of the above, confidential information or any other intellectual or industrial
property rights, whether or not registered or capable of registration and
whether subsisting in the United Kingdom or any other part of the world; and
"registered intellectual property" means intellectual property which has been
registered or in respect of which registration has been applied for.
Civica will reserve the right (but shall be under no obligation) to waive or
treat as satisfied, in whole or in part, all or any of conditions (B) to (K).
Conditions (B) to (K) inclusive must be fulfilled or waived by midnight on the
21st day after the later of the First Closing Date and the date on which
condition (A) is fulfilled (or in each such case such later date as Civica may,
with the consent of the Panel, decide), failing which the Offer will lapse.
Civica shall be under no obligation to waive or treat as satisfied any of the
conditions (B) to (K) inclusive by a date earlier than the latest date specified
above for the satisfaction thereof, notwithstanding that the other conditions of
the Offer may at any date earlier than such date have been waived or treated as
satisfied or fulfilled and that there are at such earlier date no circumstances
indicating that any of such conditions may not be capable of fulfilment.
The conditions are inserted for the benefit of Civica and no Comino Shareholder
shall be entitled to waive any of the conditions without the prior consent of
Civica.
Each of conditions (A) to (K) shall be regarded as a separate condition and
shall not be limited by reference to any other condition.
The Offer will lapse if the proposed acquisition of Comino by Civica is referred
to the Competition Commission before 1pm (London time) on the First Closing Date
or the time and date on which the Offer becomes or is declared unconditional as
to acceptances (whichever is the later).
Unless otherwise determined by Civica and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone or email) of
interstate or foreign commerce of, or by any facility of a national securities
exchange of, nor will it be made in, into or from the United States, Canada,
Australia, Ireland or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and the Offer
will not be capable of acceptance by any such use, means, instrumentality or
facilities. Accordingly, copies of any documents relating to the Offer 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 any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must not
directly or indirectly mail, transmit or otherwise forward, distribute or send
them in, into or from any such jurisdiction as to do so may invalidate any
purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the jurisdiction in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves about, and observe, applicable requirements.
The Offer will be governed by English law and the Code and will be subject to
the jurisdiction of the English courts.
If Civica is required by the Panel to make an offer for the Comino Shares under
the provisions of Rule 9 of the City Code, Civica may make such alterations to
any of the above conditions as are necessary to comply with the provisions of
that Rule.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and Civica and the accepting Comino Shareholders will cease to be bound by
acceptances submitted at or before the time when the Offer so lapses.
APPENDIX II
1. Undertakings
(a) Directors' irrevocable undertakings
Irrevocable undertakings to accept the Offer have been given by the Comino
Directors in respect of the following holdings of Comino Shares and Comino
Shares in respect of which they hold warrants and/or options under the Comino
Share Option Schemes:
Name Number of Comino Number of Comino Shares Number of warrants over
Shares under option Comino Shares
Mark Boleat 5,000 Nil Nil
Paul Clifford 76,493 240,000 94,240
Michael Greig 7,000 Nil Nil
David Quysner 20,000 Nil Nil
David Roots 50,598 117,000 Nil
Garth Selvey 600,000 Nil Nil
These irrevocable undertakings remain binding even if a higher offer is made by
a third party but cease to be binding if the Offer Document is not posted to
Comino Shareholders within 28 days after this announcement (or such longer
period as may be agreed between Civica and the Panel) or if the Offer is
withdrawn or lapses without having become wholly unconditional.
(b) Shareholders' irrevocable undertakings
Framlington Investment Management Limited has undertaken to accept the Offer in
respect of 3,012,500 Comino Shares in aggregate, representing approximately 21.5
per cent. of the current issued share capital of Comino. The undertaking will
cease to be binding if the Offer is withdrawn or lapses or if the Offer Document
is not despatched to Comino Shareholders on or before 31 January 2006 or such
later date as may be agreed from time to time between Civica, Framlington
Investment Management Limited and the Panel. In addition, the undertaking will
cease to be binding if an offer is made by a third party for all Comino Shares
and such an offer, when made, is made at a price per share which is 5 per cent.
greater than the price per share under the Offer.
Newby Holdings Limited has undertaken to accept the Offer in respect of 370,000
Comino Shares, representing approximately 2.6 per cent. of the current issued
share capital of Comino. The undertaking will cease to be binding if the Offer
Document is not posted to Comino Shareholders within 28 days (or such longer
period as Civica and the Panel may agree, being not more than 6 weeks) after the
date of this announcement or if the Offer lapses or is withdrawn without having
become wholly unconditional. In addition, the undertaking will cease to be
binding if a third party announces a general offer to acquire the entire issued
and to be issued share capital of Comino on terms which represent an improvement
of more than 10 per cent. on the value of the of the consideration offered under
the Offer as at the date such other offer is announced and a firm intention to
make such an offer is announced by not later than the 15th business day after
the date on which the Offer Document is despatched to Comino shareholders.
Schroders Investment Management Limited has confirmed that it is its current
intention to accept, or procure the acceptance of, the Offer in respect of
1,577,286 Comino Shares (together with any other Comino Shares which are
attributable to or derived from such Comino Shares), representing approximately
11.3 per cent. of the current issued share capital of Comino, by not later than
the First Closing Date.
2. Bases and Sources
Unless otherwise stated in this announcement:
a) financial information relating to Comino has been extracted from the
audited accounts of Comino for the year ended 31 March 2005 and the interim
results of Comino to 30 September 2005, as appropriate;
b) financial information relating to Civica has been extracted from the
audited accounts of Civica for the year ended 30 September 2005 and the pro
forma results for the year ended 30 September 2004 from the preliminary results
announcement dated 13 December 2005;
c) the value of the fully diluted share capital of Comino is based upon
14,016,390 Comino Shares in issue on 12 December 2005 (being the last business
day prior to the date of this announcement), together with 859,907 Comino Shares
to be issued upon either the exercise of options granted under the Comino Option
Schemes or warrants over Comino Shares granted to Paul Clifford;
d) the amount of cash consideration payable upon full acceptance of the
Offer is calculated based upon the fully diluted share capital of Comino (as
described in paragraph c above) multiplied by 335 pence, resulting in an
aggregate cash payment of approximately #49.8 million; and
e) all prices quoted in respect of Comino Shares are the Closing Prices on
the relevant day.
APPENDIX III
Definitions
The following definitions apply throughout this announcement, unless the context
otherwise requires:
"Admission" the admission to AIM of all of the Placing Shares
becoming effective, as provided for in Rule 6 of
the AIM Rules;
"AIM" AIM, a market operated by the London Stock
Exchange;
"AIM Rules" the rules published by the London Stock Exchange
governing admission to and the operation of AIM;
"Australia" the Commonwealth of Australia, its states,
territories and possessions;
"Canada" Canada, its provinces and territories and all
areas subject to its jurisdiction or any
political sub-division thereof;
"City Code" The City Code on Takeovers and Mergers of the
United Kingdom;
"Civica" Civica plc;
"Civica Group" Civica and its subsidiary undertakings and, where
the context permits, each of them;
"Closing Price" the closing middle-market quotation of an Civica
Share or Comino Share (as the case may be) as
derived from the AIM appendix of the Daily
Official List or the Daily Official List (as the
case may be);
"Civica Shares" ordinary shares of 5 pence nominal value each in
the capital of Civica;
"Close Brothers" Close Brothers Corporate Finance Limited;
"Comino" Comino Group plc;
"Comino Annual Report and the audited annual consolidated financial
Accounts" statements of the Comino Group for the financial
year ended 31 March 2005;
"Comino Directors" the board of directors of Comino;
"Comino Group" Comino and its subsidiary undertakings and, where
the context permits; each of them;
"Comino Interim Results" the unaudited consolidated financial statements
of the Comino Group for the six-month period
ended 30 September 2005;
"Comino Share Option Comino Group plc Share Option Scheme which
Schemes" consists of an HM Revenue & Customs approved
share option scheme and an unapproved schedule;
"Comino Shareholders" the holders of Comino Shares;
"Comino Shares" ordinary shares of 5 pence nominal value each in
the capital of Comino;
"Companies Act" the Companies Act 1985 (as amended);
"Daily Official List" the Daily Official List of the London Stock
Exchange;
"Debt Facility" the #25,000,000 committed term loan facility made
available by RBS to members of the Civica Group
under a #65,000,000 credit agreement dated 30
September 2005, as amended and restated on the
date of this announcement;
"Disclosed" as disclosed in the Comino Annual Report and
Accounts or the Comino Interim Results or as
otherwise publicly announced by or on behalf of
Comino (by the delivery of an announcement to a
Regulatory Information Service) prior to 13
December 2005 or as otherwise fairly disclosed in
writing to Civica by or on behalf of Comino or
its advisers prior to 13 December 2005;
"First Closing Date" the date which is 21 days after the day of
posting of the Offer Document;
"Form of Acceptance" the form of acceptance relating to the Offer
which will accompany the Offer Document;
"Interim Dividend" the interim dividend of 3 pence per Comino Share
payable on 26 January 2006 to Comino Shareholders
on the register at the close of business on 6
January 2006;
"Investec" Investec Investment Banking, a division of
Investec Bank (UK) Limited;
"Ireland" the Republic of Ireland;
"Japan" Japan, its cities and prefectures, territories
and possessions;
"Listing Rules" the Listing Rules made by the UK Listing
Authority under section 73A of the Financial
Services and Markets Act 2000, as amended;
"London Stock Exchange" London Stock Exchange plc;
"Offer" the recommended offer to be made by Investec on
behalf of Civica to acquire all of the issued and
to be issued Comino Shares (other than any
already owned by a member of the Civica Group) on
the terms and subject to the conditions set out
in this announcement and to be set out in the
Offer Document and the Form of Acceptance and,
where the context so requires, any subsequent
revision, variation, extension or renewal of such
Offer;
"Offer Document" the document to be sent to Comino Shareholders
which will contain, inter alia, the terms and
conditions of the Offer;
"Official List" The Official List of the UK Listing Authority;
"Panel" The Panel on Takeovers and Mergers of the United
Kingdom;
"Placing" the conditional placing by Investec of the
Placing Shares at the Placing Price in accordance
with the terms of an agreement between Investec
and Civica;
"Placing Price" 230 pence per Placing Share;
"Placing Shares" 11,304,348 new Civica Shares to be issued
pursuant to the Placing;
"RBS" The Royal Bank of Scotland plc;
"Regulatory Information any of the services set out in Appendix 3 to the
Service" Listing Rules;
"Resolutions" the ordinary and special resolutions to be passed
at an extraordinary general meeting of Civica
Shareholders referred to in paragraph 12 of this
announcement;
"Third Party" any government, government department or
governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or
investigative body, court, stock exchange, trade
agency, association, institution or any other
body or person whatsoever in any jurisdiction;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
Ireland;
"UK Listing Authority" The Financial Services Authority acting in its
capacity as the competent authority for the
purposes of Part VI of the Financial Services and
Markets Act 2000, as amended;
"United States" or "US" the United States of America, its territories and
possessions, any State of the United States of
America and the District of Columbia and all
other areas subject to its jurisdiction;
"Wider Civica Group" Civica and any subsidiaries and subsidiary and/or
associated undertakings of Civica and any other
undertakings in which Civica and any such
subsidiaries and subsidiary and/or associated
undertakings (aggregating their interests) have a
significant interest; and
"Wider Comino Group" Comino and any subsidiaries and subsidiary and/or
associated undertakings of Comino and any other
undertakings in which Comino and any such
subsidiaries and subsidiary and/or associated
undertakings (aggregating their interests) have a
significant interest.
For the purposes of this document "subsidiary", "subsidiary undertaking",
"associated undertaking" and "undertaking" have the meanings given to
those terms by the Companies Act (but for this purpose ignoring paragraph
20(1)(b) of the Schedule 4A to the Companies Act) and "significant
interest" means a direct or indirect interest in 20 per cent or more of
the voting or equity share capital (or the equivalent) of the undertaking.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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