RNS Number : 4585A
Nestor Healthcare Group PLC
01 February 2011
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
1 February 2011
Recommended cash acquisition of Nestor Healthcare Group plc by Saga Group Limited
Scheme becomes effective
Nestor Healthcare Group plc ("Nestor") announces that the Scheme has now become effective in accordance with its terms. Furthermore, as referred to in the circular containing the Scheme that was sent to Nestor Shareholders on 10 December 2010 (the "Scheme Document"), both of the non-executive directors (being Sir Andrew Foster and Roger Dye) and the non-executive Chairman, John Rennocks have resigned from their positions as non-executive directors of Nestor. Stuart Michael Howard has been appointed to the Nestor Board as of today. The Company Secretary, David Collison has stepped down from his role and will be replaced by John Davies as of today.
Nestor has made an application to the London Stock Exchange for the cancellation of the admission to trading of Nestor Shares on its main market for listed securities and to the UK Listing Authority for the cancellation of the admission of the Nestor Shares to the Official List, in each case to be effective from 8.00 a.m. (London time) on 3 February 2011.
Holders of Scheme Shares are entitled to receive 110 pence for each Scheme Share held by them at the Scheme Record Time (6.00 p.m. (London time) on 28 January 2011).
The consideration due to Scheme Shareholders will be despatched to them by no later than 15 February 2011.
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.
A copy of this announcement will be available on the Nestor website at www.nestorplc.co.uk by no later than 12 noon on 2 February 2011.
John Ivers, Chief Executive
Martyn Ellis, Group Finance Director
Tel: +44 (0) 1707 286 817
Investec (financial adviser to Nestor)
Tel: +44 (0) 20 7597 5970
Citigate Dewe Rogerson (PR advisers to Nestor)
Tel: +44 (0) 20 7638 9571
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 and their respective affiliates assume no obligation and do not intend to update these forward looking statements, except as required pursuant to applicable law.
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