Re: Statements by Arundel LLC (4115N)
September 01 2011 - 2:00AM
UK Regulatory
TIDMHLO
RNS Number : 4115N
Healthcare Locums PLC
01 September 2011
Healthcare Locums plc
Re: Statements by Arundel LLC
The Board of Healthcare Locums plc ("HCL" or the "Company")
notes recent speculation prompted by statements from Arundel LLC
("Arundel") which, although addressed to the Company, have been
distributed to the UK media and through the Regulatory News Service
of the London Stock Exchange.
The Board believes that the circular dated 19 August 2011 (the
"Circular") contains all relevant information that Shareholders
need to make an informed voting decision in relation to the
Refinancing at the General Meeting on 12 September 2011. The Board
considers the that correspondence from Arundel presents a
misleading impression of the Company's present situation.
Accordingly, there are several points of clarification which the
Board considers of material importance and should be communicated
to shareholders.
Arundel, which informed the Company in June that it holds 0.5%
of the total issued share capital in the Company, has indicated
that it opposes the recommended Refinancing and has asserted that
it has the support of a total of 21.6% of the Company's
shareholders. It has been invited by the Company to substantiate
that claim and to provide particulars of those shareholders but has
not done so.
It has been demanded by Arundel that the Board explore
alternative refinancing solutions. Prior to the posting of the
Circular to shareholders on 19 August 2011, detailing the
recommended Refinancing, the Company explored a range of
alternatives that would deliver in the timeframe available the
optimum value for stakeholders and revise the Company's current
capital structure to allow a strengthened business to move
forward.
The Board believes that the Refinancing, if completed, will
provide the Group with a strengthened balance sheet and additional
cash funding for operational initiatives, thereby creating a
viable, more sustainable capital structure giving it the capability
to achieve significant returns. As per the recommendation in the
Circular to shareholders, the Board believes the Refinancing to be
in the best interests of the Company. The Board has received no
other concrete proposal for the restructuring of the Group's
indebtedness which would provide the opportunity to maintain any
shareholder value. In the event that the Board receives a workable
superior alternative restructuring proposal which addresses the
relevant time constraints it will, of course review the
position.
As indicated in the Circular, the Directors believe the
consequences facing the Company if the Refinancing is not approved
are serious and not in the best interests of shareholders. In the
event that the Refinancing Resolutions are not passed at the
General Meeting and the Refinancing is not implemented, then the
Group will be unable to satisfy its existing financial covenants
and/or service its existing borrowings or meet its ongoing funding
requirements without further support from the Lenders. In such
event, the Group would be in default under the Existing Facilities.
Such a default under the Existing Facilities, in addition to any
default which may subsist due to misrepresentations made under the
terms of the Existing Facilities at the time they were entered
into, would entitle the Lenders to demand repayment of the Existing
Facilities. Further, if the Refinancing does not proceed, the Banks
have informed the Company that they will only continue to support
the business on the basis that a sale of all or part of the Group
is pursued. This would be likely to involve formal insolvency
proceedings for all or part of the Group. This would, in the
Board's opinion, result in Shareholders receiving no value for
their current shareholdings.
The challenges facing the Company are both serious and time
critical. Any further delay in finalising a restructuring plan
could put the Company at serious risk and result in the
cancellation of the Company's shares from trading on AIM. On the
basis of the Refinancing, the Board has been able to negotiate a
credit facility, being the Interim Working Capital Facility, to
enable the Company to continue operating.
All shareholders are urged to read carefully the Circular. The
Board recommends that shareholders vote in favour of the
Refinancing.
As indicated in the Circular, the General meeting will be held
at 11.00 a.m. on 12 September 2011. All forms of Proxy must be
completed and submitted by 11.00 a.m. on 8 September 2011. The
latest date for acceptance of the Open Offer is 11.00 a.m. on 6
September 2011.
Note:
Capitalised terms in this announcement have the same meaning as
set out in the Definitions section of the Circular unless stated
otherwise.
Contact details:
Healthcare Locums Plc
Peter Sullivan, Chairman
Tel: 0207 451 1451
Fairfax I.S. PLC
Nomad and Joint Broker
Simon Bennett/Ewan Leggat/Laura Littley
Tel: 020 7598 5368
Hawkpoint Partners Limited
Financial Adviser
Andrew Speirs, Managing Director
Tel: 020 7665 4742
Pelham Bell Pottinger
David Rydell/Emma Kent/Duncan Mayall
Tel: 020 7861 3232
This information is provided by RNS
The company news service from the London Stock Exchange
END
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