RNS Number:7526W
Civica PLC
11 January 2006
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.
Recommended cash offer by Investec on behalf of Civica plc for the entire issued
and to be issued share capital of Comino Group plc
Levels of acceptances and extension of the Offer
Level of Acceptances
On 13 December 2005, Civica plc ("Civica") announced the terms of a recommended
cash offer to purchase the entire issued and to be issued share capital of
Comino Group plc ("Comino") for 335p per Comino Share. The Offer was made by
Investec on behalf of Civica. The Offer Document was posted to Comino
Shareholders on 20 December 2005.
Civica announces that, as at 1.00 p.m. on 10 January 2006, being the first
closing date of the Offer, valid acceptances of the Offer had been received in
respect of a total of 10,298,580 Comino Shares representing approximately 73.3
per cent. of the issued share capital of Comino.
Prior to making the Offer, Civica obtained irrevocable undertakings to accept,
or procure the acceptance of, the Offer from certain Comino Shareholders in
respect of 4,141,591 Comino Shares, representing in aggregate approximately 29.5
per cent. of the issued share capital of Comino. In respect of the Comino Shares
which are the subject of irrevocable undertakings, Civica had at 1.00 pm on 10
January 2006 received valid acceptances in respect of all such shares.
Prior to the making of the Offer, Civica had also received a letter of intent in
respect of 1,577,286 Comino Shares representing 11.2 per cent. of the issued
share capital of Comino. Valid acceptances have been received in respect of all
such shares.
The acceptances received pursuant to the irrevocable undertakings and letter of
intent are included in the total number of valid acceptances referred to above.
Save as disclosed above, neither Civica nor any person deemed to be acting in
concert with Civica for the purpose of the Offer: (a) owned or controlled any
Comino Shares, or any rights over such Comino Shares immediately prior to 7
December 2005, being the commencement of the Offer Period; (b) has acquired or
agreed to acquire any Comino Shares (or rights over Comino Shares) during the
Offer Period, (c) is interested in or has any rights to subscribe for Comino
Shares (d) holds any short position under a derivative referenced to Comino
Shares, (e) is a party to any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery of any Comino
Shares, or (f) has borrowed or lent, save for borrowed shares which have been
either on-lent or sold, any Comino Shares.
Extension of the Offer
Civica also announces that the Offer is being extended for 14 days and will
remain open for acceptance until the next closing date which will be 1.00 p.m.
on 24 January 2006. The Offer remains subject to the terms and conditions set
out in the Offer Document dated 20 December 2005 and, in the case of Comino
Shares held in certificated form, the Form of Acceptance.
Comino Shareholders who have not yet accepted the Offer, and wish so to do, are
urged to do so as soon as possible.
Comino Shareholders who hold their Comino Shares in certificated form, who wish
to accept the Offer and have not done so, should complete their Forms of
Acceptance and return them by post or (during normal business hours only) by
hand to Capita Registrars, Corporate Actions, PO Box 166, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TH as soon as possible and, in any event,
so as to be received no later than 1.00 p.m. on 24 January 2006, by following
the procedure set out in paragraph 16(a) of Part II of the Offer Document.
Additional Forms of Acceptance are available from Capita Registrars by telephone
on 0870 162 3121 (or +44 20 8639 2157 if telephoning from outside the UK) or at
the address referred to above.
Comino Shareholders who hold their Comino Shares in uncertificated form (that
is, in CREST), who wish to accept the Offer and have not done so, should make
their acceptance electronically through CREST so that the TTE instruction
settles no later than 1.00 p.m. on 24 January 2006, by following the procedure
set out in paragraph 16(b) of Part II of the Offer Document. Comino Shareholders
who are CREST sponsored members, should refer to their CREST sponsor before
taking any action as only their CREST sponsor will be able to send the necessary
TTE instruction to CRESTCo in relation to their Comino Shares.
The expressions used in this announcement, unless the context otherwise
requires, bear the same meaning as in the Offer Document dated 20 December 2005.
This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale, issuance or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law.
Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Civica and 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 connection with the Offer or the contents of this announcement, or any
matter referred to herein.
Close Brothers, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Comino and no one else in connection
with the Offer and will not be responsible to anyone other than Comino for
providing the protections afforded to clients of Close Brothers nor for
providing advice in connection with the Offer or the contents of this
announcement, or any matter referred to herein.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdon may be restricted by law and therefore persons in
such jurisdictions into which this announcement is released, published or
distributed should inform themselves about, and observe, such restrictions. And
failure to comply with the restrictions may constitute a violation of securities
laws of any such jurisdiction.
Unless otherwise determined by Civica and permitted by applicable law and
regulation, the Offer is not being, and 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 this announcement, the
Offer Document, the Form of Acceptance and any other documents relating to the
Offer are not being, and must not be, directly or indirectly, mailed,
transmitted or otherwise forwarded, distributed or sent, in whole or in part,
in, into or from the United States, Canada, Australia, Ireland or Japan or 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.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Comino all "dealings" in any "relevant securities" of
Comino (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by not
later than 3.30 p.m. (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, you should consult the Panel.
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
This information is provided by RNS
The company news service from the London Stock Exchange
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