TIDMCCGP
RNS Number : 1681Y
Housing 21
28 August 2009
THIS ANNOUNCEMENT IS 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 SUCH JURISDICTION.
28 August 2009
RECOMMENDED CASH OFFER
for
Claimar Care Group plc ("Claimar Care")
by
Housing 21 ("Housing 21")
SUMMARY
The boards of Claimar Care and social enterprise Housing 21 are pleased to
announce that they have reached agreement on the terms of a unanimously
recommended cash offer to be made by Housing 21 to acquire the entire issued and
to be issued ordinary share capital of Claimar Care.
Highlights
· Under the Offer, Claimar Care Shareholders will be entitled to
receive 39 pence in cash for each Claimar Care Share;
· The Offer values the entire existing and to be issued ordinary share capital
of Claimar Care at approximately GBP19.5 million;
· Housing 21 is a national provider of older peoples services. It is one of the
largest registered social landlords (RSLs) specialising in retirement services
and has charitable status. Housing 21 owns and manages around 15,000 sheltered
and 1,000 extra care retirement properties throughout England and is a
substantial provider of health care and social care services delivering over
30,000 hours of home care per week. Housing 21 also holds a unique place amongst
RSLs in the development and provision of specialist services such as dementia
care and end of life care. In the last few years, Housing 21 has developed
leading expertise and a track record in delivering PFI/PPP projects specialising
in retirement housing, care and support;
· The Housing 21 Board believes the acquisition of Claimar Care will enable
Housing 21 to:
· Position itself as a principal provider in the community care sector
delivering over 80,000 hours of home care and a range of other care services
· Offer integrated housing, health and social care to a greater number of older
people
· Expand the range and location of specialist care services
· Achieve greater efficiencies and reduced operating costs in an environment of
challenging public expenditure;
· The Offer Price represents a premium of approximately:
· 321.6 per cent. to the Closing Price of 9.25 pence per Claimar Care Share on 8
April 2009 (being the last business day before commencement of the Offer
Period);
· 212.0 per cent. to the Closing Price of 12.5 pence per Claimar Care Share on 6
August 2009 (being the last business day before the announcement that the boards
of Claimar Care and Housing 21 had agreed the terms of a possible offer);
· 16.4 per cent. to the Closing Price of 33.5 pence per Claimar Care Share on 27
August 2009 (being the last business day before the date of this announcement);
· 233.2 per cent. to the 12 month average Closing Price of approximately 11.71
pence per Claimar Care Share prior to the date of this announcement;
· The Claimar Care Directors, who have been so advised by KPMG Corporate Finance
and Arden Partners, consider that the terms of the Offer are fair and reasonable
so far as the Shareholders of Claimar Care are concerned. In providing advice to
the Claimar Care Directors, KPMG Corporate Finance and Arden Partners have taken
into account the Claimar Care Directors commercial assessments;
· The Claimar Care Directors unanimously recommend Claimar Care Shareholders to
accept the Offer, as they (and certain of their family members) have irrevocably
undertaken to do in respect of their entire beneficial holdings amounting to
14,230,445 Claimar Care Shares, representing, in aggregate, approximately 28.5
per cent. of the existing issued share capital of Claimar Care;
· In addition, institutional shareholders have provided irrevocable undertakings
and letters of intent to accept or procure the acceptance of the Offer in
respect of 12,954,435 Claimar Care Shares, representing, in aggregate,
approximately 25.9 per cent. of Claimar Cares existing issued share capital.
In aggregate, therefore, Housing 21 has received irrevocable undertakings and
letters of intent to accept, or procure the acceptance of, the Offer in respect
of 27,184,880 Claimar Care Shares, representing approximately 54.4 per cent. of
Claimar Care's existing issued share capital.
Commenting on the Offer, David Grayson, Chair of Housing 21, said:
"We are delighted to have agreed the terms of an offer with Claimar Care. The
addition of their services and structures within Housing 21 will significantly
advance our ability to offer much greater choice and more integrated services to
older people across the country. The combined strength of our two organisations
will greatly enhance our position as one of the UK's leading care providers to
people in their own homes and will increase the quality of care for all users
through extended service offerings."
Commenting on the Offer, John Crabtree, Chairman of Claimar Care, said:
"Following completion of our strategic review we were very keen to find the
right home for Claimar Care. Housing 21 represents the right fit for our
business, offering an excellent choice of care and support for older people.
This, in conjunction with our own leading position within the domiciliary care
sector, will create one of the UK's foremost providers of care to older people
in their own homes. We are delighted to be working with Housing 21 to consummate
this transaction and excited by the enhanced opportunities it will bring to our
employees and clients."
Grant Thornton Corporate Finance are acting as financial advisers to Housing 21
and KPMG Corporate Finance and Arden Partners plc are acting as joint financial
advisers to Claimar Care.
This summary and the Appendices should be read in conjunction with the
accompanying full text of the following announcement which sets out further
details of the Offer and which forms an integral part of this announcement.
+-------------------+----------------------------------------------------------+
| Appendix | Details |
+-------------------+----------------------------------------------------------+
| Appendix A | sets out the conditions of the Offer |
+-------------------+----------------------------------------------------------+
| Appendix B | contains a description of the bases of calculation and |
| | sources of information used in this announcement. |
+-------------------+----------------------------------------------------------+
| Appendix C | contains definitions of certain expressions used in this |
| | summary and the following announcement. |
+-------------------+----------------------------------------------------------+
The Offer will be subject to the conditions set out in Appendix A to this
announcement and the further terms, which will be set out in the Offer Document
that is being posted to Claimar Care Shareholders today.
Copies of the Offer Document, the Form of Acceptance and other documents on
display for the purposes of the Offer are available for inspection during normal
business hours on any business day at the offices of Denton Wilde Sapte LLP, One
Fleet Place, London EC4M 7WS and at www.claimar.co.uk throughout the period
during which the Offer remains open for acceptance.
Enquiries:
+--------------------------------+---------------------------------------------+
| Housing 21 | |
+--------------------------------+---------------------------------------------+
| Pushpa Raguvaran, | T: 03701924820; p.raguvaran@housing21.co.uk |
| Deputy Chief Executive and | |
| Commercial Director | |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| Grant Thornton Corporate | |
| Finance | |
| (Financial adviser to Housing | |
| 21) | |
+--------------------------------+---------------------------------------------+
| Stephen Baker | T: 0207 728 3100 |
+--------------------------------+---------------------------------------------+
| Colin Aaronson | T: 0207 728 2942 |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| Claimar Care Group plc | |
+--------------------------------+---------------------------------------------+
| Mark Hales, Chief Executive | T: 0121 410 4080 |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| KPMG Corporate Finance | |
| (Joint financial adviser to | |
| Claimar Care Group plc) | |
+--------------------------------+---------------------------------------------+
| Andrew Nicholson | T: 0207 694 3782 |
+--------------------------------+---------------------------------------------+
| Chris Belsham | T: 0161 246 4548 |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| Arden Partners | |
| (Joint financial adviser to | |
| Claimar Care Group plc) | |
+--------------------------------+---------------------------------------------+
| Steven Douglas | T: 0121 423 8943 |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| M:Communications | |
| (PR adviser to Housing 21) | |
+--------------------------------+---------------------------------------------+
| Caroline Villiers | T: 020 7153 1521/E: villiers@mcomgroup.com |
+--------------------------------+---------------------------------------------+
| Adrian Flook | T: 020 7153 1588/E: flook@mcomgroup.com |
+--------------------------------+---------------------------------------------+
| Marylène Guernier | T: 020 7153 1269/E: guernier@mcomgroup.com |
+--------------------------------+---------------------------------------------+
Advisers
Grant Thornton Corporate Finance, a division of Grant Thornton UK LLP which is
authorised and regulated in the United Kingdom by the Financial Services
Authority, is acting as financial adviser exclusively for Housing 21 in
connection with the Offer and no one else and will not be responsible to anyone
other than Housing 21 for providing the protections afforded to its clients, or
for providing advice in relation to the Offer, the contents of this
announcement, the Offer Document or any arrangements referred to herein or
therein.
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated
by the Financial Services Authority for investment business activities, is
acting for Claimar Care as joint financial adviser in relation to the Offer and
is not acting for any other person in relation to such Offer. KPMG Corporate
Finance will not be responsible to anyone other than Claimar Care for providing
the protections afforded to its clients or for providing advice in relation to
the contents of this announcement or any transaction or arrangement referred to
herein.
Arden Partners plc, which is authorised and regulated in the United Kingdom by
the Financial Services Authority in respect of regulated activities, is acting
for Claimar Care as joint financial adviser and broker in relation to the Offer
and is not acting for any other person in relation to such Offer. Arden Partners
plc will not be responsible to anyone other than Claimar Care for providing the
protections afforded to its clients or for providing advice in relation to the
contents of this announcement or any transaction or arrangement referred to
herein.
This announcement
This announcement is not intended to and does not constitute or form any part
of, an offer to sell or an invitation to purchase or the solicitation of an
offer to subscribe for any securities. The Offer will be made solely by the
Offer Document and (in the case of certificated Claimar Care Shares) the Form of
Acceptance, which contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Any acceptance or other response in
relation to the Offer should be made only on the basis of the information
contained in the Offer Document and (in the case of certificated Claimar Care
Shares) the Form of Acceptance.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Claimar Care, all "dealings" in any "relevant
securities" of Claimar Care (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 3.30 p.m. (London time) on the 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 Claimar Care, they will be deemed to be a single person for the
purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Claimar Care by Housing 21 or Claimar Care or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the 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 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 above are defined in the Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8 of the Code, you should consult
the Panel.
Cautionary statement regarding forward-looking statements
This announcement, including information included or incorporated by reference
in this announcement, may contain certain statements that are forward-looking
statements concerning the Offer, the Housing 21 Group and the Claimar Care
Group. Generally, the words "will", "may", "should", "could", "would", "can",
"continue", "opportunity", "believes", "expects", "intends", "anticipates",
"estimates" or similar expressions identify forward-looking statements. Such
statements are qualified by the inherent risks and uncertainties surrounding
future expectations generally, and completion of the Offer in particular, and
also may materially differ from actual future experience involving any one or
more of such statements. There are a number of factors that could cause actual
results and developments to differ materially from those expressed or implied by
such forward-looking statements. These factors include, but are not limited to,
the satisfaction of the conditions to the Offer, as well as additional factors,
such as changes in economic conditions, changes in the level of capital
investment, success of business and operating initiatives and restructuring
objectives, customers' strategies and stability, changes in the regulatory
environment, fluctuations in interest and exchange rates, the outcome of
litigation, government actions and natural phenomena such as floods, earthquakes
and hurricanes. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements. The
inclusion of a forward-looking statement in this announcement should not be
regarded as a representation by the Housing 21 Group or the Claimar Care Group
that the Housing 21 Group's or the Claimar Care Group's objectives will be
achieved. Neither Housing 21 nor Claimar Care assume any obligation and do not
intend publicly to update these forward-looking statements, whether as a result
of new information, future events or otherwise, except as required pursuant to
applicable law.
Overseas Jurisdictions
Unless otherwise determined by Housing 21 or required by the Panel and unless
permitted by applicable law and regulation, the Offer is not being made,
directly or indirectly, in or into, the United States, Canada, Australia, Japan
or any other Restricted Jurisdiction or by use of the mails of, or by any means
or instrumentality (including, without limitation, facsimile, internet, TTE
Instruction or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or other
securities exchange of the United States, Canada, Australia, Japan or any other
Restricted Jurisdiction. This announcement does not constitute an offer in or
into the United States, Canada, Australia, Japan or any other Restricted
Jurisdiction and the Offer may not be capable of acceptance from or within the
United States, Canada, Australia, Japan or any other Restricted Jurisdiction.
Accordingly, unless otherwise determined by Housing 21 or required by the Panel
and unless permitted by applicable law and regulation, neither this announcement
nor the Offer Document nor the accompanying Form of Acceptance are being, and
they must not be, mailed or otherwise distributed or sent in, into or from, the
United States, Canada, Australia, Japan and persons receiving such documents
(including, without limitation, nominees, trustees or custodians) must not
distribute or send them in, into or from, the United States, Canada, Australia,
Japan or any other Restricted Jurisdiction. Doing so may render invalid any
purported acceptance of the Offer.
Any person (including nominees, trustees or custodians) who would, or otherwise
intend to, or may have a legal or contractual obligation to, forward this
announcement or the Offer Document and/or the Form of Acceptance to any
jurisdiction outside the United Kingdom, should read paragraph 7 of Part B of
Appendix I to the Offer Document and paragraph (d) of Part C of Appendix I to
the Offer Document and the relevant provisions of the Form of Acceptance before
taking any action.
No person has been authorised to give any information or make any
representations other than those contained in this announcement and, if given or
made, such information or representations must not be relied upon as having been
authorised.
THIS ANNOUNCEMENT IS 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 SUCH JURISDICTION.
28 August 2009
RECOMMENDED CASH OFFER
for
Claimar Care Group plc
by
Housing 21
1 Introduction
On 7 August 2009, the boards of Claimar Care and social enterprise Housing 21
announced the terms of a possible offer to be made by Housing 21 to acquire the
entire issued and to be issued share capital of Claimar Care. It is announced
today that the boards of Housing 21 and Claimar Care have reached agreement on
the terms of a unanimously recommended cash offer to be made by Housing 21 to
acquire the entire issued and to be issued ordinary share capital of Claimar
Care.
2 The Offer
Under the Offer, which is made on and subject to the terms and conditions set
out in Appendix A to this announcement and to the full terms and conditions set
out in the Offer Document and (in respect of certificated Claimar Care Shares)
the Form of Acceptance, Claimar Care Shareholders will receive:
for each Claimar Care Share 39 pence in cash
The Offer, which is wholly in cash, values the existing issued and to be issued
ordinary share capital of Claimar Care at approximately GBP19.5 million.
The Offer will initially remain open until 1.00 p.m. on the First Closing Date
(which is 18 September 2009), but may be extended subject to the terms of the
Offer.
The Offer Price represents a premium of approximately:
* 321.6 per cent. to the Closing Price of 9.25 pence per Claimar Care Share on 8
April 2009 (being the last business day before commencement of the Offer
Period);
* 212.0 per cent. to the Closing Price of 12.5 pence per Claimar Care Share on 6
August 2009 (being the last business day before the announcement that the boards
of Claimar Care and Housing 21 had agreed the terms of a possible offer);
* 16.4 per cent. to the Closing Price of 33.5 pence per Claimar Care Share on 27
August 2009 (being the last business day before the date of this announcement);
* 233.2 per cent. to the 12 month average Closing Price of approximately 11.71
pence per Claimar Care Share prior to the date of this announcement.
The Offer extends to all Claimar Care Shares which are unconditionally allotted
or issued fully paid (or credited as fully paid) until the time at which the
Offer ceases to be open for acceptance (or until such earlier time as Housing 21
may, in accordance with the terms and conditions of the Offer, and subject to
the Code, decide).
The Offer is conditional, amongst other things, upon acceptance by Claimar Care
Shareholders who together own not less than 90 per cent. of the Claimar Care
Shares to which the Offer relates (or such lower percentage above 50 per cent.
as Housing 21 may decide).
The conditions and terms of the Offer are set out in Appendix A to this
announcement.
All Claimar Care Shares to which the Offer relates will be acquired by Housing
21 fully paid and with full title guarantee free from all liens, charges,
equitable interests, encumbrances, rights of pre-emption and other third party
rights or interests of any nature whatsoever and together with all rights now
and hereafter attaching thereto, including, without limitation, voting rights
and the right to receive and retain all dividends and other distributions
announced, declared, made or paid on or after the date the Offer is made.
3 Background to and reasons for the Offer
Housing 21's strategic plan includes significant growth and development of its
housing, health and social care services.
The Housing 21 Board believes the business of Claimar Care to be a strong fit
with Housing 21's current care activities and planned future development and, as
such, the acquisition of Claimar Care would be a major step forward in the
realisation of its strategic plan. The Housing 21 Board also believes the
acquisition of Claimar Care will enable Housing 21 to:
* position itself as a principal provider in the community care sector delivering
over 80,000 hours of home care and a range of other care services;
* offer integrated housing, health and social care to a greater number of older
people;
* expand the range and location of specialist care services; and
* achieve greater efficiencies and reduced operating costs in an environment of
challenging public expenditure.
4 Conclusion and recommendation
The Claimar Care Directors, who have been so advised by KPMG Corporate Finance
and Arden Partners, consider that the terms of the Offer are fair and reasonable
so far as the Shareholders of Claimar Care are concerned. In providing advice to
the Claimar Care Directors, KPMG Corporate Finance and Arden Partners have taken
into account the Claimar Care Directors' commercial assessments.
The Claimar Care Directors unanimously recommend Claimar Care Shareholders to
accept the Offer, as they (and certain of their family members) have irrevocably
undertaken to do in respect of their entire beneficial holdings amounting to
14,230,445 Claimar Care Shares, representing, in aggregate, approximately 28.5
per cent. of the existing issued share capital of Claimar Care.
5 Background to and reasons for recommending the Offer
On 9 April 2009, following a rise in its share price, the Claimar Care Board
announced that it was undertaking a strategic review to consider how best to
take the Company forward. This strategic review had been initiated by the
Claimar Care Board, which was disappointed with the Company's depressed share
price, as it believed it did not reflect the Company's strong market position
and growth prospects. As part of the strategic review process, the Claimar Care
Board held talks with a small number of potential acquirers of all, or part, of
the business. These discussions confirmed that there would be considerable
interest from acquirers of the whole business at a value that may be attractive
to Claimar Care Shareholders. As a result, the Claimar Care Board commenced a
full and formal sale process as it concluded that this would be the best way to
maximise value for Claimar Care Shareholders. This sale process has culminated
in the Offer.
In recommending the Offer, the Claimar Care Board considered, inter alia, the
following factors:
* The Offer provides certainty of timing and of value through a cash offer at a
price which may be attractive to Claimar Care Shareholders. The Claimar Care
Board also considered the premia represented by the Offer Price as set out in
paragraph 2 above;
* The Offer places the highest value on Claimar Care of all potential offers
received by the Claimar Care Board;
* The Offer Price represents an enterprise value of approximately GBP40.3 million,
assuming forecast net debt at 30 September 2009 of GBP20.8 million;
* The Offer provides Shareholders with an opportunity to realise their investment
for cash at a premium to the current share price free of transaction costs;
* Claimar Care Shareholders representing, in aggregate, approximately 54.4 per
cent. of the issued share capital of Claimar Care have provided irrevocable
undertakings or letters of intent to accept, or procure acceptance of, the
Offer.
6 Irrevocable undertakings
On 6 August 2009, certain shareholders entered into irrevocable undertakings, in
relation in aggregate to 13,850,000 Claimar Care Shares, representing
approximately 27.7 per cent. of the existing Claimar Care issued ordinary share
capital, in respect of a possible offer from Housing 21 for the entire issued
and to be issued share capital of the Company at the Offer Price.
The irrevocable undertakings referred to above were entered into by the
following shareholders in respect of their entire Claimar Care shareholdings:
+-----------------------------+------------------------+-----------------------+
| Shareholder | Claimar Care | % |
| | Shareholding | |
+-----------------------------+------------------------+-----------------------+
| Mark Hales (CEO of Claimar | 7,941,666 | 15.88 |
| Care) | | |
+-----------------------------+------------------------+-----------------------+
| Claire Hales | 1,608,334 | 3.22 |
+-----------------------------+------------------------+-----------------------+
| Jim Ceaser | 2,150,000 | 4.30 |
+-----------------------------+------------------------+-----------------------+
| Retha Ceaser | 2,150,000 | 4.30 |
+-----------------------------+------------------------+-----------------------+
| TOTAL | 13,850,000 | 27.70 |
+-----------------------------+------------------------+-----------------------+
These irrevocable undertakings will cease to be binding if Claimar Care's
obligations under the Non-Solicitation Agreement with Housing 21 lapse.
Housing 21 has also received the following irrevocable undertakings to accept
the Offer in respect of a total of 5,220,445 issued Claimar Care Shares,
representing, in aggregate, approximately 10.44 per cent. of Claimar Care's
existing issued share capital and approximately 10.44 per cent. of the issued
Claimar Care Shares to which the Offer relates:
+--------------------------+--------------------------+--------------------------+
| Shareholder | Claimar Care | % |
| | Shareholding | |
+--------------------------+--------------------------+--------------------------+
| Nick Townend | 41,000 | 0.08 |
+--------------------------+--------------------------+--------------------------+
| John Crabtree | 221,667 | 0.44 |
+--------------------------+--------------------------+--------------------------+
| Gordon Moore | 117,778 | 0.24 |
+--------------------------+--------------------------+--------------------------+
| Progressive AIM | 4,840,000 | 9.68 |
| Realisation Limited | | |
+--------------------------+--------------------------+--------------------------+
| TOTAL | 5,220,445 | 10.44 |
+--------------------------+--------------------------+--------------------------+
These irrevocable undertakings would have ceased to have been binding if an
announcement of a firm intention to make an offer for Claimar Care had not been
made by Housing 21 by 5.00 p.m. on 28 August 2009 or, if Housing 21 had made
such an announcement by 28 August 2009, the offer document (or as the case may
be scheme circular) had not been posted within 28 days following the date of
announcement of the firm intention to make an offer.
The following Claimar Care Shareholders have entered into irrevocable
undertakings to accept the Offer in respect of a total of 5,352,133 issued
Claimar Care Shares, representing, in aggregate, approximately 10.71 per cent.
of Claimar Care's existing issued share capital (and approximately 10.71 per
cent. of the issued Claimar Care Shares to which the Offer relates). These
irrevocable undertakings cease to be binding in the event that a third party
announces a firm intention to make an offer for Claimar Care at a price or value
which on the date on which such announcement is made is at least 10 per cent.
higher than the Offer Price:
+--------------------------+--------------------------+--------------------------+
| Shareholder | Claimar Care | % |
| | Shareholding | |
+--------------------------+--------------------------+--------------------------+
| ISIS Equity Partners | 3,445,239 | 6.89 |
+--------------------------+--------------------------+--------------------------+
| Octopus | 1,906,894 | 3.81 |
+--------------------------+--------------------------+--------------------------+
| TOTAL | 5,352,133 | 10.71 |
+--------------------------+--------------------------+--------------------------+
Housing 21 has also received the following letters of intent to accept the Offer
in respect of a total of 2,762,302 issued Claimar Care Shares, representing, in
aggregate, approximately 5.53 per cent. of Claimar Care's existing issued share
capital (and approximately 5.53 per cent. of the issued Claimar Care Shares to
which the Offer relates):
+--------------------------+--------------------------+--------------------------+
| Shareholder | Claimar Care | % |
| | Shareholding | |
+--------------------------+--------------------------+--------------------------+
| NFU Mutual Insurance | 1,762,302 | 3.52 |
| Society | | |
+--------------------------+--------------------------+--------------------------+
| Aerion Fund Management | 1,000,000 | 2.00 |
| Limited | | |
+--------------------------+--------------------------+--------------------------+
| TOTAL | 2,762,302 | 5.53 |
+--------------------------+--------------------------+--------------------------+
7 Information on Housing 21
Housing 21 is a social enterprise promoting independence and choice for older
people through quality care, health, and housing services. It is a national
provider of older peoples' services and one of the largest registered social
landlords (RSLs) specialising in retirement services and has charitable status.
Housing 21 owns and manages nearly 400 retirement housing schemes throughout
England made up of around 15,000 sheltered and 1,000 extra care properties.
Properties are a mix of rented, leasehold and shared ownership.
Housing 21 also holds a unique place amongst RSLs in the development and
provision of specialist services such as dementia care and end of life care. In
the last few years, Housing 21 has developed leading expertise and a track
record in delivering PFI/PPP projects specialising in retirement housing, care
and support.
Housing 21 is also a provider of health and social care services including:
* home (domiciliary) care services of around 30,000 hours/week;
* dementia care of around 1,500 hours/week; and
* day care, combined health and social care, respite, intermediate and residential
care of around 24,000 hours/week.
Housing 21 achieved turnover of GBP113 million and an operating surplus of
GBP8.6 million in the year ended 31 March 2009. Its housing stock was valued at
GBP600 million and had capital and reserves of GBP408 million at 31 March 2009.
Housing 21's strategic vision includes significant expansion to enable them to
build more integrated services which offer wider choice and availability to
older people and which will be more flexible to adapt to people's needs as they
change.
8 Information on Claimar Care
Claimar Care is one of the UK's leading providers of health and social care
solutions to people in their own homes, providing over 50,000 hours of care per
week. The business, which was founded in 1994 and had its ordinary shares
admitted to trading on AIM in January 2006, has a strong reputation for quality
and reliability that is recognised by Local Authorities and Primary Care Trusts
(PCTs) throughout the UK.
Claimar Care's business model is based on long term contracts with Local
Authorities and PCTs (Primary Care Trusts) and embedded relationships with its
severely disabled service users. The business currently comprises a team of
around 3,000 employees and offers a broad complement of services through its
five principal divisions:
* Claimar Care: Provides high volume general and elderly domiciliary care
services;
* Complete Care: Provides complex, specialist domiciliary care services to people
with acquired brain injury or spinal cord injury;
* SureCare: A national franchisor of high volume general and elderly domiciliary
care services;
* Primary Care Training: Provides a wide range of learning and development
services, including NVQs (National Vocational Qualifications), to the healthcare
sector; and
* PharmAssured: Provides tailored pharmaceutical services to the domiciliary care
sector.
Claimar Care is headquartered in Birmingham with divisional head offices in
Chester (SureCare and Primary Care Training), Telford (Complete Care) and London
(Complete Care), but operates nationwide through an extensive network of over 30
branches.
For the year ended 30 September 2008, Claimar Care reported revenues of GBP52.6
million.
In Claimar Care's interim results announcement on 30 June 2009 for the six month
period to 31 March 2009, turnover was GBP28.49 million (2008: GBP24.07 million)
gross profit was GBP9.26 million (2008: GBP7.60 million) and operating profit
before amortisation and acquisition related costs was GBP1.63 million (2008:
GBP1.59 million).
The Claimar Care Board's expectation for the financial performance of the
Claimar Care Group for the remainder of the year remains as set out in the
interim statement which may be seen at the following web address:
http://www.claimar.co.uk/pdfs/claimarinterimreport2009.pdf .
The financing position of Claimar Care remains as set out in the interim
statement. It remains the case that should a sale of Claimar Care not be
completed within a reasonable timeframe, the Claimar Care Group will undertake a
refinancing, either with The Royal Bank of Scotland plc or with another bank.
9 Financing of the Offer
Full acceptance of the Offer would require a maximum cash payment of
approximately GBP19.5 million by Housing 21, which will be funded out of Housing
21's existing cash resources.
Grant Thornton Corporate Finance confirms that it is satisfied that sufficient
financial resources are available to Housing 21 to enable it to satisfy in full
the consideration payable as a result of full acceptance of the Offer.
10 Claimar Care Options
The Offer will extend to any Claimar Care Shares which are unconditionally
allotted or issued and fully paid (or credited as fully paid) prior to the date
and time on which the Offer closes (or such earlier date(s) as Housing 21 may,
subject to the Code and with the consent of the Panel, decide) including any
such Claimar Care Shares unconditionally allotted or issued pursuant to the
exercise of Claimar Care Options. However, the Claimar Care Board has confirmed
that in relation to all outstanding Claimar Care Options the relevant exercise
price is higher than the Offer Price and, therefore, Housing 21 does not propose
to make any separate proposals to holders of Claimar Care Options.
11 Future intentions regarding Claimar Care
Following the Offer being declared wholly unconditional, it is the intention of
Housing 21 that Claimar Care's operations will initially be run separately.
Accordingly, Housing 21 does not currently intend to change the location of
Claimar Care's place of business or redeploy its fixed assets.
It is Housing 21's strategy to build upon the best of each business and thereby
establish a compelling proposition in the sector. The Board of Housing 21
believes that the acquisition of Claimar Care will enable it to offer integrated
housing, health and social care to a greater number of older people and to
expand the range and location of the specialist care services that it provides.
At a later stage, Housing 21 will seek to realise the benefits of greater
efficiencies and reduced operating costs through integration of Claimar Care
into the Housing 21 business.
12 Management and employees
Housing 21 has confirmed that, on the Offer becoming or being declared wholly
unconditional, the existing employment rights and terms and conditions of
employment of all management and employees of Claimar Care will be safeguarded
and all pension obligations complied with.
Claimar Care has entered into a bonus arrangement with Nick Townend. This
arrangement has been put in place as Nick Townend has not received certain
contractual benefits to which he is entitled under the terms of his service
agreement. The bonus will be payable by Claimar Care in the month following the
end of the month in which a cash payment is available to Claimar Care
Shareholders who have accepted the Offer.
John Crabtree, Gordon Moore and Nick Winks, currently the non-executive
directors of Claimar Care, will not remain in office following the Offer
becoming or being declared unconditional in all respects. Each of the
non-executive directors will receive a termination payment in lieu of notice
equivalent to six months' salary.
13 Non-Solicitation Agreement
On 6 August 2009, Claimar Care entered into the Non-Solicitation Agreement with
Housing 21 pursuant to which Claimar Care agreed, inter alia, to pay to Housing
21 an inducement fee of an amount equal to GBP194,981 (inclusive of all taxes
such as VAT) being equal to one per cent. of the value of the Offer if, amongst
other things:
* the Claimar Care Board withdraws or refuses to give or modifies its unanimous
approval or unanimous recommendation of the Offer and the Offer subsequently
lapses or is withdrawn; or
* an independent competing offer is publicly announced prior to the date when the
Offer closes, lapses or is withdrawn and such independent competing offer
becomes or is declared wholly unconditional within 15 months of the date of the
Non-Solicitation Agreement.
Nothing in the Non-Solicitation Agreement obliges Claimar Care to pay any amount
which the Panel determines would not be permitted by Rule 21.2 of the Code.
14 Compulsory acquisition, Delisting and re-registration as a private company
If Housing 21 receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more in nominal value of the Claimar Care
Shares to which the Offer relates (and 90 per cent. or more of the voting rights
carried by the Claimar Care Shares to which the Offer relates) and all other
conditions of the Offer have been satisfied or waived (if capable of being
waived), Housing 21 intends to exercise its rights pursuant to the provisions of
Chapter 3 of Part 28 of CA 2006 to acquire compulsorily the remaining Claimar
Care Shares in respect of which the Offer has not been accepted, on the same
terms as the Offer.
Assuming the Offer becomes or is declared unconditional in all respects, and
provided that Housing 21 (together with other members of the Housing 21 Group)
has acquired or agreed to acquire 75 per cent. of the voting rights attached to
the Claimar Care Shares, Housing 21 intends to procure the making of an
application by Claimar Care to the London Stock Exchange for the Delisting of
the issued Claimar Care Shares in accordance with the AIM Rules and for Claimar
Care to be re-registered as a private company under the relevant provisions of
the Acts as soon as practicable.
It is anticipated that Delisting will take effect no earlier than 20 clear
Business Days after Housing 21 has acquired or agreed to acquire 75 per cent. of
the voting rights attaching to the issued Claimar Care Shares.
If Claimar Care were to Delist, remaining Claimar Care Shareholders would become
minority shareholders in a privately controlled unlisted company. This would
significantly reduce the liquidity and marketability of any Claimar Care Shares
not assented to the Offer. In this event, Claimar Care Shareholders may be
unable to sell their Claimar Care Shares and there can be no certainty that any
dividends or other distributions will be made by Claimar Care or that the
Claimar Care Shareholders will again be offered as much as the Offer Price for
the Claimar Care Shares held by them.
15 Overseas Claimar Care Shareholders
The availability of the Offer to Claimar Care Shareholders not resident in the
United Kingdom or who are subject to the laws of any jurisdiction other than the
United Kingdom may be affected by the laws of the relevant jurisdictions. Such
persons should inform themselves about and observe any applicable legal or
regulatory requirements.
It is the responsibility of any Overseas Claimar Care Shareholders wishing to
accept the Offer to satisfy themselves as to the full observance of the laws and
regulatory requirements of the relevant territory in connection therewith,
including the obtaining of any governmental, exchange control or other consents
which may be required or the compliance with other necessary formalities needing
to be observed and the payment of any issue, transfer or other taxes or duties
due in such jurisdiction.
16 Disclosure of interests in Claimar Care
Neither Housing 21, nor any Board Member of Housing 21, nor, so far as Housing
21 is aware, any person acting in concert with Housing 21 is interested in or
has any rights to subscribe for any relevant Claimar Care securities, nor does
any such person have any short position nor any arrangement in relation to
relevant Claimar Care securities. For these purposes, "arrangement" includes any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery and borrowing or lending of relevant Claimar Care
securities. An "arrangement" also includes any indemnity or option arrangement,
any agreement or understanding, formal or informal, or whatever nature relating
to relevant Claimar Care securities which may be an inducement to deal or
refrain from dealing in such securities. Being "interested" in relevant Claimar
Care securities includes where a person has long economic exposure, whether
absolute or conditional, to changes in the price of those relevant securities
(and a person who only has a short position in relevant securities is not
treated as interested in those relevant securities) and in particular being
"interested" in relevant securities includes where a person: (a) owns relevant
securities; (b) has the right (whether conditional or absolute) to exercise or
direct the exercise of the voting rights attaching to relevant securities or has
general control of them; (c) by virtue of any agreement to purchase, option or
derivative, has the right or option to acquire relevant securities or call for
their delivery or is under an obligation to take delivery of them, whether the
right, option or obligation is conditional or absolute and whether it is in the
money or otherwise; or (d) is party to any derivative whose value is determined
by reference to its price and which results, or may result, in his having a long
position in it. "relevant Claimar Care securities" means shares in Claimar Care
(or derivatives referenced thereto) and securities convertible into, rights to
subscribe for and options (including traded options) in respect thereof.
17 General
The Offer Document containing the full terms of the Offer is being posted to
Claimar Care Shareholders today and will be available at the following web
address:
www.claimar.co.uk
The Offer will comply with the rules and regulations of the London Stock
Exchange, the Code and the Acts. In addition, the Offer is governed by English
law and is subject to the jurisdiction of the courts of England and Wales and is
subject to the terms and conditions set out in Appendix A and (in relation to
the Claimar Care Shares held in certificated form) the Form of Acceptance.
Bases and sources of information are set out in Appendix B and definitions and
terms used in this announcement are set out in Appendix C.
Enquiries:
+--------------------------------+---------------------------------------------+
| Housing 21 | |
+--------------------------------+---------------------------------------------+
| Pushpa Raguvaran, | T: 03701924820; p.raguvaran@housing21.co.uk |
| Deputy Chief Executive and | |
| Commercial Director | |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| Grant Thornton Corporate | |
| Finance | |
| (Financial adviser to Housing | |
| 21) | |
+--------------------------------+---------------------------------------------+
| Stephen Baker | T: 0207 728 3100 |
+--------------------------------+---------------------------------------------+
| Colin Aaronson | T: 0207 728 2942 |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| Claimar Care Group plc | |
+--------------------------------+---------------------------------------------+
| Mark Hales, Chief Executive | T: 0121 410 4080 |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| KPMG Corporate Finance | |
| (Joint financial adviser to | |
| Claimar Care Group plc) | |
+--------------------------------+---------------------------------------------+
| Andrew Nicholson | T: 0207 694 3782 |
+--------------------------------+---------------------------------------------+
| Chris Belsham | T: 0161 246 4548 |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| Arden Partners | |
| (Joint financial adviser to | |
| Claimar Care Group plc) | |
+--------------------------------+---------------------------------------------+
| Steven Douglas | T: 0121 423 8943 |
+--------------------------------+---------------------------------------------+
| | |
+--------------------------------+---------------------------------------------+
| M:Communications | |
| (PR adviser to Housing 21) | |
+--------------------------------+---------------------------------------------+
| Caroline Villiers | T: 020 7153 1521/E: villiers@mcomgroup.com |
+--------------------------------+---------------------------------------------+
| Adrian Flook | T: 020 7153 1588/E: flook@mcomgroup.com |
+--------------------------------+---------------------------------------------+
| Marylène Guernier | T: 020 7153 1269/E: guernier@mcomgroup.com |
+--------------------------------+---------------------------------------------+
Advisers
Grant Thornton Corporate Finance, a division of Grant Thornton UK LLP which is
authorised and regulated in the United Kingdom by the Financial Services
Authority, is acting as financial adviser exclusively for Housing 21 in
connection with the Offer and no one else and will not be responsible to anyone
other than Housing 21 for providing the protections afforded to its clients, or
for providing advice in relation to the Offer, the contents of this
announcement, the Offer Document or any arrangements referred to herein or
therein.
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated
by the Financial Services Authority for investment business activities, is
acting for Claimar Care as financial adviser in relation to the Offer and is not
acting for any other person in relation to such Offer. KPMG Corporate Finance
will not be responsible to anyone other than Claimar Care for providing the
protections afforded to its clients or for providing advice in relation to the
contents of this announcement or any transaction or arrangement referred to
herein.
Arden Partners plc, which is authorised and regulated in the United Kingdom by
the Financial Services Authority in respect of regulated activities, is acting
for Claimar Care as joint financial adviser and broker in relation to the Offer
and is not acting for any other person in relation to such Offer. Arden Partners
plc will not be responsible to anyone other than Claimar Care for providing the
protections afforded to its clients or for providing advice in relation to the
contents of this announcement or any transaction or arrangement referred to
herein.
Grant Thornton Corporate Finance has given and has not withdrawn its written
consent to the issue of this announcement with the inclusion of references to
its name in the form and context in which they appear.
KPMG Corporate Finance has given and not withdrawn its written consent to the
issue of this announcement with the inclusion of its name in the form and
context in which it appears.
Arden Partners has given and not withdrawn its written consent to the issue of
this announcement with the inclusion of its name in the form and context in
which it appears.
This announcement
This announcement is not intended to and does not constitute or form any part
of, an offer to sell or an invitation to purchase or the solicitation of an
offer to subscribe for any securities. The Offer will be made solely by the
Offer Document and (in the case of certificated Claimar Care Shares) the Form of
Acceptance, which contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Any acceptance or other response in
relation to the Offer should be made only on the basis of the information
contained in the Offer Document and (in the case of certificated Claimar Care
Shares) the Form of Acceptance.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Claimar Care, all "dealings" in any "relevant
securities" of Claimar Care (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 3.30 p.m. (London time) on the 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 Claimar Care, they will be deemed to be a single person for the
purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Claimar Care by Housing 21 or Claimar Care or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the 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 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 above are defined in the Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8 of the Code, you should consult
the Panel.
Cautionary statement regarding forward-looking statements
This announcement, including information included or incorporated by reference
in this announcement, may contain certain statements that are forward-looking
statements concerning the Offer, the Housing 21 Group and the Claimar Care
Group. Generally, the words "will", "may", "should", "could", "would", "can",
"continue", "opportunity", "believes", "expects", "intends", "anticipates",
"estimates" or similar expressions identify forward-looking statements. Such
statements are qualified by the inherent risks and uncertainties surrounding
future expectations generally, and completion of the Offer in particular, and
also may materially differ from actual future experience involving any one or
more of such statements. There are a number of factors that could cause actual
results and developments to differ materially from those expressed or implied by
such forward-looking statements. These factors include, but are not limited to,
the satisfaction of the conditions to the Offer, as well as additional factors,
such as changes in economic conditions, changes in the level of capital
investment, success of business and operating initiatives and restructuring
objectives, customers' strategies and stability, changes in the regulatory
environment, fluctuations in interest and exchange rates, the outcome of
litigation, government actions and natural phenomena such as floods, earthquakes
and hurricanes. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements. The
inclusion of a forward-looking statement in this announcement should not be
regarded as a representation by the Housing 21 Group or the Claimar Care Group
that the Housing 21 Group's or the Claimar Care Group's objectives will be
achieved. Neither Housing 21 nor Claimar Care assume any obligation and do not
intend publicly to update these forward-looking statements, whether as a result
of new information, future events or otherwise, except as required pursuant to
applicable law.
Overseas Jurisdictions
Unless otherwise determined by Housing 21 or required by the Panel and unless
permitted by applicable law and regulation, the Offer is not being made,
directly or indirectly, in or into, the United States, Canada, Australia, Japan
or any other Restricted Jurisdiction or by use of the mails of, or by any means
or instrumentality (including, without limitation, facsimile, internet, TTE
Instruction or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or other
securities exchange of the United States, Canada, Australia, Japan or any other
Restricted Jurisdiction. This announcement does not constitute an offer in or
into the United States, Canada, Australia, Japan or any other Restricted
Jurisdiction and the Offer may not be capable of acceptance from or within the
United States, Canada, Australia, Japan or any other Restricted Jurisdiction.
Accordingly, unless otherwise determined by Housing 21 or required by the Panel
and unless permitted by applicable law and regulation, neither this announcement
nor the Offer Document nor the accompanying Form of Acceptance are being, and
they must not be, mailed or otherwise distributed or sent in, into or from the
United States, Canada, Australia, Japan and persons receiving such documents
(including, without limitation, nominees, trustees or custodians) must not
distribute or send them in, into or from the United States, Canada, Australia,
Japan or any other Restricted Jurisdiction. Doing so may render invalid any
purported acceptance of the Offer.
Any person (including nominees, trustees or custodians) who would, or otherwise
intend to, or may have a legal or contractual obligation to, forward this
announcement or the Offer Document and/or the Form of Acceptance to any
jurisdiction outside the United Kingdom, should read paragraph 7 of Part B of
Appendix I to the Offer Document and paragraph (d) of Part C of Appendix I to
the Offer Document and the relevant provisions of the Form of Acceptance before
taking any action.
No person has been authorised to give any information or make any
representations other than those contained in this announcement and, if given or
made, such information or representations must not be relied upon as having been
authorised.
APPENDIX A: CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer is subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 1.00p.m. (London time) on the First Closing Date (or such later
time(s) and/or date(s) as Housing 21 may, with the consent of the Panel or in
accordance with the Code, decide) in respect of not less than 90 per cent. (or
such lower percentage as Housing 21 may decide) in nominal value of Claimar Care
Shares to which the Offer relates, provided that this condition shall not be
satisfied unless Housing 21 and/or any of its associates shall have acquired or
agreed to acquire, whether pursuant to the Offer or otherwise, Claimar Care
Shares carrying in aggregate more than 50 per cent. of the voting rights then
normally exercisable at general meetings of Claimar Care. For the purposes of
this condition:
(i) 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 Claimar Care; and
(ii) the expressions Claimar Care Shares to which the Offer relates and
associates shall be construed in accordance with Chapter 3 of Part 28 of the CA
2006; and
(iii) valid acceptances shall be deemed to have been received in respect of
any Claimar Care Shares which Housing 21 shall, pursuant to section 979(8) of
the CA 2006, be treated as having acquired or contracted to acquire by virtue of
acceptances of the Offer;
(b) the Office of Fair Trading not having indicated, before the date on which
the Offer becomes or is declared unconditional as to acceptances, that it
intends to refer the acquisition contemplated by the Offer or any matter
relating thereto to the Competition Commission;
(c) except as disclosed in writing to Housing 21 or as publicly announced in
either case prior to 27 August 2009, there being no provision of any
authorisation, agreement, arrangement, licence, permit, lease, franchise or
other instrument to which any member of the Wider Claimar Care 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 consequence of the Offer or the proposed
acquisition by Housing 21 of any shares or other securities in Claimar Care or
any other member of the Wider Claimar Care Group or because of a change in the
control or management of Claimar Care or otherwise, would or might result in:
(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 authorisation, agreement, arrangement, licence, permit, lease,
franchise or instrument or the rights, liabilities, obligations, interests or
business of any such member thereunder or with any other firm or company or body
or person (or any agreement or arrangements relating to any such rights,
liabilities, obligations, interests or business) being terminated or modified or
affected or any obligation or liability arising or any 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 otherwise than in each
case 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 mortgage, charge or other security interest (whenever
created, arising or having arisen) becoming enforceable;
(v) the rights, liabilities, obligations or interests of any such member 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 or materially and adversely modified or affected;
(vi) the financial or trading position of any such member being materially
prejudiced or materially and adversely affected;
(vii) any such member ceasing to be able to carry on business under any name
under which it presently does so;
(viii) the creation or assumption of any liability, actual or contingent, by
any such member otherwise than in the ordinary course of business; or
(ix) any such member being required to repay or repurchase any shares in any
such member owned by any third party;
and no event having occurred which, under any provision of any authorisation,
agreement, arrangement, licence, permit, lease, franchise or other instrument to
which any member of the Wider Claimar Care Group is a party or by or to which
any such member or any of its assets may be bound, entitled or subject, is
likely to result in any of the events or circumstances as are referred to in
sub-paragraphs i) to ix) of this paragraph c) in each case, to an extent which
is material in the context of the Wider Claimar Care Group taken as a whole;
(d) no government or governmental, quasi-governmental, supra-national,
statutory, regulatory, environmental or investigative body, court, trade agency,
association, institution or any statutory body or person whatsoever in any
jurisdiction (each a 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
having taken any other steps which would or might:
(i) require, prevent, restrict or delay the divestiture, or alter the terms
envisaged for any proposed divestiture by any member of the Wider Claimar Care
Group of all or any portion of their respective businesses, assets or property
or impose any limitation on the ability of any of them to conduct their
respective businesses (or any of them) or to own any of their respective assets
or properties or any part thereof in any respect which is material in the
context of the Offer or of the Wider Claimar Care Group taken as a whole;
(ii) require the divestiture by any member of the Wider Housing 21 Group of
any Claimar Care Shares or other securities in Claimar Care;
(iii) impose any limitation on, or result in a delay in, the ability
of any member of the Wider Housing 21 Group directly or indirectly to acquire or
to hold or to exercise effectively any rights of ownership in respect of shares
or loans or securities convertible into shares or any other securities (or the
equivalent) in any member of the Wider Claimar Care Group or to exercise
management control over any such member in any respect which is material in the
context of the Offer or of the Wider Claimar Care Group taken as a whole;
(iv) otherwise materially and adversely affect the business, assets or
profits of any member of the Wider Claimar Care Group to an extent which is
material in the context of the Wider Claimar Care Group taken as a whole;
(v) make the Offer or its implementation or the acquisition or proposed
acquisition by Housing 21 or any member of the Wider Housing 21 Group of any
shares or other securities in, or control of Claimar Care void, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, materially delay or otherwise
materially interfere with the same, or impose additional material conditions or
obligations with respect thereto, or require material amendment to the terms of
the Offer or acquisition or proposed acquisition of shares in or control of
Claimar Care by Housing 21;
(vi) require any member of the Wider Housing 21 Group or the Wider Claimar
Care Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the Wider Claimar Care Group or any
asset or the Wider Housing 21 Group or any asset owned by any Third Party,
which, in any case, is material in the context of the Offer;
(vii) impose any limitation on the ability of any member of the Wider Claimar
Care Group to co-ordinate its business, or any part of it, with the businesses
of any other members which is material in the context of the Wider Claimar Care
Group taken as a whole; or
(viii) result in any member of the Wider Claimar Care Group ceasing to be
able to carry on business under any name under which it presently does so if
such cessation would have a material adverse effect on the Wider Claimar Care
Group taken as a whole,
and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference or any other step under
the laws of any jurisdiction having expired, lapsed or been terminated;
(e) to the extent in the control of Claimar Care or the Wider Claimar Care
Group all necessary and significant filings or applications having been made in
connection with the Offer and all statutory or regulatory obligations in any
jurisdiction having been complied with in all material respects in connection
with the Offer or the acquisition by any member of the Wider Housing 21 Group of
any shares or other securities in, or control of, Claimar Care and all necessary
and significant authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals for the proposed
acquisition of any shares or other securities in, or control of, Claimar Care by
any member of the Wider Housing 21 Group having been obtained in terms and in a
form reasonably satisfactory to Housing 21 from all appropriate Third Parties or
persons with whom any member of the Wider Claimar Care Group has entered into
contractual arrangements and all such authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions and approvals
necessary to carry on the business of any member of the Wider Claimar Care Group
remaining in full force and effect and there being no notice to revoke or nor to
renew any of the same at the time at which the Offer becomes otherwise
unconditional;
(f) except as disclosed in writing to Housing 21 or as publicly announced in
either case prior to 27 August 2009, no member of the Wider Claimar Care Group
having since 30 September 2008:
(i) issued, authorised or proposed the issue of additional shares of any
class;
(ii) issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or rights, warrants or options
to subscribe for, or acquire, any such shares or convertible securities;
(iii) 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 (other than to another member of the Wider Claimar Care Group);
(iv) save for transactions in the ordinary course of business, merged or
demerged with any body corporate 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 such merger,
demerger, acquisition or disposal, transfer, mortgage, charge or security
interest;
(v) made or authorised or proposed or announced an intention to authorise or
to propose any material change in its loan capital;
(vi) issued, authorised or proposed the issue of any debentures or incurred
or increased any indebtedness or become subject to any contingent liability
which is material in the context of the Wider Claimar Care Group taken as a
whole;
(vii) purchased, redeemed or repaid 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 sub-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 similar
transaction or arrangement otherwise than in the ordinary course of business;
(ix) entered into or changed to any material extent the terms of any contract
with any director or senior executive of Claimar Care (save for normal salary
increases) or varied or permitted a variation in the terms or rules governing
the Claimar Care Share Option Schemes;
(x) entered into or varied or authorised, proposed or announced its intention
to enter into or vary any contract, transaction or commitment (whether in
respect of capital expenditure or otherwise) which is of a loss-making, long
term, onerous or unusual nature or magnitude or otherwise than in the ordinary
course of business or which is or could be materially restrictive on the
businesses of any member of the Wider Claimar Care Group or the Wider Housing 21
Group and which is, in any such case, material in the context of the Wider
Claimar Care Group taken as a whole;
(xi) proposed any voluntary winding-up of a subsidiary of Claimar Care;
(xii) taken any corporate action or had any legal proceedings started against
it for its winding-up, 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;
(xiii) waived or compromised any claim which is material in the context of
the Wider Claimar Care Group as a whole;
(xiv) 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 carrying on all or a
substantial part of its business;
(xv) made any material alteration to its memorandum or articles of
association or other constitutional documents;
(xvi) made or agreed or consented to:
(aa) any significant change to:
(1) the terms of the trust deeds constituting the pension scheme(s)
established for its directors, employees and/or their dependants;
(2) the benefits which accrue, or to the pensions which are payable, under
such pension scheme(s);
(3) the basis on which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined; or
(4) the basis upon which the liabilities (including pensions) of such pension
schemes are funded or made; or
(bb) any change to the trustees including the appointment of a trust
corporation but excluding any appointment of a member nominated trustee in
accordance with existing nomination arrangements or one company appointment to
fill a trustee vacancy;
(cc) any significant change to the employer contributions payable under the
pension scheme(s) established for its directors, employees and/or their
dependants (the Pension Scheme(s));
(dd) the establishment of any new pension scheme or other arrangement for the
provision of retirement benefits for its directors, employees and/or their
dependants outside the Pension Scheme(s);
(xvii) terminated or varied the terms of any agreement or arrangement between
any member of the Wider Claimar Care Group and any other person which is
material to the Wider Claimar Care Group taken as a whole;
(xviii) save for transactions between members of the Wider Claimar Care
Group, granted any lease in respect of any property owned by or occupied by it
or transferred or otherwise disposed of any such property where such lease,
transfer or disposal is material in the context of the Wider Claimar Care Group;
or
(xix) proposed or entered into any contract, commitment, arrangement, or
agreement otherwise than in the ordinary course of business 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 (f);
(g) since 30 September 2008 and save as disclosed in writing to Housing 21 or
as publicly announced in either case prior to 27 August 2009:
(i) no material adverse change or deterioration having occurred in the
business, assets, profits, financial or trading position of any member of the
Wider Claimar Care Group in a manner or to an extent that is material in the
context of the Wider Claimar Care Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Claimar Care Group is or may 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 Claimar Care
Group having been instituted, announced or threatened by or against or remaining
outstanding in respect of any member of the Wider Claimar Care Group which in
any case might materially and adversely affect the Wider Claimar Care Group
taken as a whole;
(iii) no actual, contingent or other liability having arisen, been incurred
or become apparent to any member of the Wider Claimar Care Group which would or
could materially and adversely affect the Wider Claimar Care Group taken as a
whole; and
(iv) no steps having been taken which are likely to result in the withdrawal,
cancellation, termination or modification of any licence held by any member of
the Wider Claimar Care Group which is necessary for the proper carrying on of
its business and where such withdrawal, cancellation, termination or
modification would have a material adverse effect on the business of the Wider
Claimar Care Group taken as a whole;
(h) Save as disclosed in writing to Housing 21 or publicly announced in
either case prior to 27 August 2009 Housing 21 not having discovered:
(i) that any financial, business or other information concerning the Wider
Claimar Care Group as contained in the information publicly disclosed at any
time by or on behalf of any member of the Wider Claimar Care Group is
misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make that information not misleading;
(ii) that any member of the Wider Claimar Care Group is subject to any
liability (contingent or otherwise) which is not disclosed in the annual report
and accounts of Claimar Care for the year ended 30 September 2008; 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 Claimar Care Group,
which, in any case is material in the context of the Offer or the Wider Claimar
Care Group; and
(i) Housing 21 not having discovered that:
(i) any past or present member of the Wider Claimar Care Group has failed to
comply with any and/or all applicable legislation or regulation of any
jurisdiction with regard to the disposal, spillage, release, discharge, leak or
emission of any waste or hazardous substance or any substance likely to impair
the environment or harm human health or animal health or otherwise relating to
environmental matters, or that there has otherwise been any such disposal,
spillage, release, discharge, leak or emission (whether or not the same
constituted a non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) any of which disposal,
spillage, release, discharge, leak or emission would be likely to give rise to
any liability (actual or contingent) on the part of any member of the Wider
Claimar Care Group; or
(ii) there is, or is likely to be, for that or any reason whatsoever, any
liability (actual or contingent) of any past or present member of the Wider
Claimar Care Group to make good, repair, reinstate or clean up any property or
any controlled waters now or previously owned, occupied, operated or made use of
or controlled by any such past or present member of the Wider Claimar Care
Group, under any environmental legislation, regulation, notice, circular or
order of any government, governmental, quasi-governmental, state or local
government, supranational, statutory or other regulatory body, agency, court,
association or any other person or body in any jurisdiction,
which, in any case, is material in relation to the Wider Claimar Care Group
taken as a whole.
For the purposes of these conditions:
"authorisations" means authorisations, orders, grants, recognitions,
determinations, certifications, confirmations, consents, licences, clearances,
permissions, exemptions and approvals;
disclosed in writing to Housing 21 means disclosed in writing to Housing 21 or
its legal or financial advisers by or on behalf of Claimar Care;
"publicly announced" means disclosed in the annual report and accounts of
Claimar Care for the financial year ended 30 September 2008 or the interim
results of Claimar Care for the six months ended 31 March 2009 or by the
delivery by Claimar Care of an announcement to a Regulatory Information Service
in accordance with its obligations to the London Stock Exchange;
"Wider Claimar Care Group" means Claimar Care and its subsidiary undertakings,
associated undertakings and any other undertakings in which Claimar Care and
such undertakings (aggregating their interests) have a substantial interest and
the "Wider Housing 21 Group" means Housing 21 and its subsidiary undertakings,
associated undertakings and any other undertaking in which Housing 21 and such
undertakings (aggregating their interests) have a substantial interest; and
"subsidiary undertaking", "associated undertaking" and "undertaking" have the
meanings given to them by the CA 2006 (but for this purpose ignoring paragraph
19(1)(b) of The Large and Medium-Sized Companies and Groups (Accounts and
Reports) Regulations 2008 (SI 2008/410)) and substantial interest means a direct
or indirect interest in 20 per cent. or more of the equity share capital (as
defined in the CA 2006) of any undertaking.
The Offer will lapse if it does not become or is not declared unconditional as
to acceptances. Further, the Offer will lapse unless conditions (b) to (i) have
been fulfilled or waived, or, where appropriate, have been determined by Housing
21 to be or remain satisfied, by 11.59 pm on the later of: (i) the day which is
21 days after the First Closing Date of the Offer; and (ii) the date which is 21
days after the date on which condition (a) is fulfilled (the acceptance
condition) or in each case such later date as Housing 21 may, with the consent
of the Panel, decide.
Housing 21 shall be under no obligation to waive (if capable of waiver) or treat
as fulfilled or satisfied any of conditions (b) to (i) inclusive by a date
earlier than the latest date specified above for the fulfilment thereof
notwithstanding that any such condition or the other conditions of the Offer may
at such earlier date have been fulfilled or satisfied and that there are at such
earlier date no circumstances indicating that any of such conditions may not be
capable of fulfilment or satisfaction.
The Offer will lapse if in relation to the acquisition of Claimar Care by
Housing 21 (or any matters arising from such acquisition) there is a referral to
the Competition Commission before the later of (i) 1.00 p.m. (London time) on
the First Closing Date of the Offer and (ii) the date on which the Offer becomes
or is declared unconditional as to acceptances.
If the Offer lapses it will cease to be capable of further acceptance and
Housing 21 and accepting Claimar Care Shareholders shall thereupon cease to be
bound by acceptances submitted at or before the time when the Offer so lapses.
Housing 21 reserves the right to implement the Offer by way of a Scheme of
Arrangement, subject to the consent of the Panel and of the Claimar Care
Directors. In such event, the Offer will be implemented on the same terms
(subject to appropriate amendments), so far as applicable, to those which apply
to the Offer reflected in this Offer Document. In particular, condition (a) in
Appendix I would not apply and the Scheme of Arrangement would be subject,
amongst other things, to the following conditions, which would not be capable of
waiver:
(a) approval of the Scheme of Arrangement by a majority in number,
representing 75 per cent. or more in value of relevant Claimar Care Shares,
present and voting, either in person or by proxy, at a court meeting, or any
adjournment thereof;
(b) the resolutions(s) required to approve and implement the Scheme of
Arrangement being duly passed by the requisite majority at a general meeting of
Claimar Care Shareholders, or any adjournment thereof; and
(c) the sanction (with or without amendments, on terms reasonably acceptable
to Claimar Care) of the Scheme of Arrangement and confirmation of any reduction
of capital involved therein by the court, and an office copy of the order of the
court sanctioning the Scheme of Arrangement and confirming the reduction of
capital involved in the Scheme of Arrangement being delivered for registration
to the Registrar of Companies in England and Wales and being so registered.
Subject to the requirements of the Panel, Housing 21 reserves the right to
waive, in whole or in part, all or any of the above conditions, except condition
(a).
APPENDIX B: SOURCES OF INFORMATION, TIME AND BASES OF CALCULATION
The value of the whole of the issued and to be issued share capital of Claimar
Care of approximately GBP19.5 million, and other statements in this document by
reference to the issued and to be issued share capital of Claimar Care, are
based upon 49,995,140 Claimar Care Shares being the number of Claimar Care
Shares in issue on 27 August 2009 (being the last Business Day prior to the date
of this announcement.
Unless otherwise stated, financial information concerning Claimar Care has been
extracted without material adjustment from the annual reports of Claimar Care
for the three financial years ended 30 September 2008 and the unaudited interim
results for Claimar Care for the six months ended 31 March 2009.
All references to time in this document and in the Form of Acceptance are to
London time.
The Closing Price of Claimar Care Shares is derived from the AIM appendix to the
Daily Official List.
APPENDIX C: DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
Acts means the CA 1985 and the CA 2006;
AIM means AIM being a market operated by the London Stock Exchange;
AIM Rules means the rules published by the London Stock Exchange entitled "AIM
Rules for Companies";
Arden Partners means Arden Partners plc, the joint financial advisers to Claimar
Care for the purposes of the Offer;
Business Day means a day (excluding Saturdays, Sundays and public holidays) on
which banks are generally open for business in the City of London;
CA 1985 means the Companies Act 1985;
CA 2006 means the Companies Act 2006;
Capita Registrars means Capita Registrars Limited, the receiving agent;
certificated or in certificated form means a share or other security which is
not in uncertificated form (that is, not in CREST);
Claimar Care or the Company means Claimar Care Group Plc;
Claimar Care Board means the board of directors of Claimar Care;
Claimar Care Directors means the directors of Claimar Care;
Claimar Care Group means Claimar Care and its subsidiaries;
Claimar Care Options means options or other rights to acquire Claimar Care
Shares under the Claimar Care Share Option Schemes or otherwise;
Claimar Care Optionholders means holders of Claimar Care Options;
Claimar Care Shareholders means holders of issued Claimar Care Shares;
Claimar Care Share Option Schemes means the EMI Legislation Approved Scheme
(which is overseen by the remuneration committee) and the Unapproved Scheme as
detailed in paragraph 4.3 of Appendix II of the Offer Document;
Claimar Care Shares means the existing unconditionally allotted or issued and
fully paid ordinary shares of 10 pence each in the capital of Claimar Care and
any further such shares which are unconditionally allotted or issued prior to
the time at which the Offer ceases to be open for acceptance (or prior to such
earlier time as Housing 21 may, in accordance with the terms and conditions of
the Offer, and subject to the Code, decide) excluding in both cases any such
shares held or which become held as treasury shares (for the purposes of the CA
2006);
Closing Price means the middle market price of the relevant share at the close
of business on the day to which such price relates, derived from the AIM
appendix to the Daily Official List for that day;
Code means the City Code on Takeovers and Mergers;
Conditions means the conditions of the Offer set out in Appendix I to this
document;
CREST means the relevant system (as defined in the CREST Regulations) for the
paperless settlement of trades and holding of securities in respect of which
Euroclear is the Operator (as defined in the CREST Regulations);
CREST Manual means the CREST manual issued by Euroclear;
CREST Member means a person who has been admitted by Euroclear as a system
member (as defined in the CREST Regulations);
CREST Participant means a person who is, in relation to CREST, a system
participant (as defined in the CREST Regulations);
CREST Payment shall have the meaning given in the CREST manual issued by
Euroclear from time to time;
CREST Regulations means the Uncertificated Securities CREST Regulations 2001 (SI
2001 No.3755);
CREST Sponsor means a CREST Participant admitted to CREST as a CREST sponsor;
CREST Sponsored Member means a CREST Member admitted to CREST as a sponsored
member;
Daily Official List means the Daily Official List of the London Stock Exchange;
Delist means the cancellation of admission to trading of the issued Claimar Care
Shares on AIM and Delisting shall be construed accordingly;
Electronic Acceptance means the inputting and settling of a TTE Instruction
which constitutes or is deemed to constitute an acceptance of the Offer;
ESA instruction means an Escrow Account Adjustment Input (AESN), transaction
type "ESA" (as described in the CREST manual issued by Euroclear);
Escrow Agent means Capita Registars (in its capacity as an Escrow Agent as
described in the CREST manual);
Euroclear means Euroclear UK and Ireland Limited, the operator of CREST;
First Closing Date means 1.00 p.m. on 18 September 2009;
Form of Acceptance means the personalised form of acceptance and authority for
use by Claimar Care Shareholders in connection with the Offer;
Grant Thornton Corporate Finance means Grant Thornton Corporate Finance, a
division of Grant Thornton UK LLP, the financial advisers to Housing 21 for the
purpose of this Offer;
Housing 21 means Housing 21;
Housing 21 Board Members means the members of the board of Housing 21;
Housing 21 Group means Housing 21 and its subsidiaries;
Housing 21 Shares means shares of GBP1 each in the capital of Housing 21;
KPMG Corporate Finance means KPMG Corporate Finance, a division of KPMG LLP, the
joint financial advisers to Claimar Care for the purposes of the Offer;
London Stock Exchange means London Stock Exchange plc;
member account ID means the identification code or number attached to any member
account in CREST;
Non-Solicitation Agreement means the non-solicitation and inducement fee
agreement between Claimar Care and Housing 21 dated 6 August 2009;
NVQ means National Vocational Qualification
Offer means the recommended cash offer by Housing 21 to acquire all of the
Claimar Care Shares not already contracted to be acquired by Housing 21 on the
terms and subject to the conditions described in this Offer Document and the
Form of Acceptance (including, where the context so requires, any subsequent
revision, variation, extension or renewal of such offer);
Offer Document means this document and any revision thereof being the formal
offer document setting out the terms and conditions of the Offer;
Offer Period means the period commencing on (and including) 9 April 2009 and
ending on whichever of the following dates shall be the latest: (i) 1.00p.m. on
the First Closing Date; (ii) the date on which the Offer lapses; and (iii) the
date on which the Offer becomes or is declared unconditional as to acceptances;
Offer Price means 39 pence for each Claimar Care Share;
Overseas Shareholders or Overseas Claimar Care Shareholders means Claimar Care
Shareholders resident in, or nationals or citizens of, or who are subject to
jurisdictions outside, the UK or who are nominees of, or custodians, trustees or
guardians for, citizens or nationals of or persons subject to such
jurisdictions;
Panel means The Panel on Takeovers and Mergers;
Participant ID means the identification code or membership number used in CREST
to identify a particular CREST Member or other CREST Participant;
PCT means Primary Care Trust
Regulatory Information Service means a regulatory information service for the
purposes of and as defined in the AIM Rules;
Restricted Jurisdiction means any jurisdiction where local laws or CREST
Regulations may result in a significant risk of civil, regulatory or criminal
exposure or prosecution if information concerning the Offer is sent or made
available to Claimar Care Shareholders in that jurisdiction;
RSL means registered social landlord
Subsidiary means a subsidiary as defined in section 1159 of the CA 2006;
Treasury Shares shall have the meaning given in section 162A of the CA 1985;
TTE Instruction means a transfer to escrow instruction (as defined by the CREST
Manual from time to time);
UK or United Kingdom means the United Kingdom of Great Britain and Northern
Ireland; and
uncertificated or in uncertificated form means recorded on the relevant register
of Claimar Care as being held in uncertificated form in CREST, and title to
which, by virtue of the CREST Regulations, may be transferred by means of CREST.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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