TIDMQPP TIDMMDG
RNS Number : 2242T
Quindell Portfolio PLC
02 December 2011
ALL REFERENCES TO TIME IN THIS ANNOUNCEMENT ARE TO LONDON
TIME
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE
UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
2 December 2011
RECOMMENDED SHARE OFFER
for
MOBILE DOCTORS GROUP PLC
by
QUINDELL PORTFOLIO PLC
Further to the announcement of 4 November 2011, the board of
directors of Quindell Portfolio Plc ("Quindell") and the
Independent Directors of Mobile Doctors Group Plc ("Mobile
Doctors") are pleased to announce that they have reached agreement
on the terms of a recommended all share offer to be made by
Quindell for Mobile Doctors (the "Offer").
-- The Offer will be made on the basis of 5.833 New Quindell
Shares for each MDG Offer Share. The Offer will not be made in
respect of the 3,523,868 Mobile Doctors Shares already held by
Quindell, representing, as at the date of this Announcement,
approximately 21.1 per cent. of Mobile Doctors' issued share
capital.
-- The Offer values the entire issued share capital of Mobile
Doctors (comprising, at the date of this Announcement, 16,712,130
Mobile Doctors Shares) at approximately GBP2.80million on the basis
of the Closing Price of 2.88pence per Quindell Share on 1 December
2011, being the latest practicable date prior to the release of
this Announcement.
-- The Offer represents a premium of approximately:
o 12 per cent. to the Closing Price of 15 pence per Mobile
Doctors Share on 1 December 2011, being the last business day prior
to the date of this Announcement; and
o 6 per cent. to the average Closing Price of 15.8 pence per
Mobile Doctors Share for the 3 month period ended 3 November 2011,
being the last business day prior to the date of the announcement
by Quindell of its possible offer for Mobile Doctors.
-- The Quindell Board believes that the acquisition of Mobile
Doctors by Quindell will enable Mobile Doctors Shareholders to
participate in the growth that it anticipates will result from
Quindell's strategy of brand extension and its intention to cross
sell Mobile Doctors' product offering to Quindell's contacts in the
insurance sector.
-- The Independent Directors of Mobile Doctors, who have been so
advised by Seymour Pierce, consider the terms of the Offer to be
fair and reasonable. In providing their advice, Seymour Pierce has
taken into account the commercial assessments of the Independent
Directors. Accordingly, the Independent Directors of Mobile Doctors
unanimously recommend Mobile Doctors Shareholders to accept the
Offer.
-- Quindell has received irrevocable undertakings to accept (or
procure acceptance of) the Offer in respect of an aggregate of
12,187,950 Mobile Doctors Shares, representing approximately 72.9
per cent. of the existing issued share capital of Mobile Doctors
which, taken together with the 3,523,868 Mobile Doctors Shares in
which Quindell is currently interested, represents approximately
94.0 per cent. of Mobile Doctors' existing issued share capital.
These irrevocable undertakings all continue to be binding in the
event of a higher competing offer being made for Mobile Doctors and
will cease to be binding only if the Offer lapses or is withdrawn.
The undertakings require the relevant Mobile Doctors Shareholders
to accept the Offer in respect of the Mobile Doctors Shares in
which they are interested within 3 business days of posting of the
Offer Document.
-- The irrevocable undertakings represent 92.4 per cent. of the
Offer Shares and once they have been complied with Quindell will be
in a position to exercise its rights in accordance with sections
974 to 991 of the Act to acquire compulsorily the remaining Mobile
Doctors Shares in respect of which acceptances have not then been
received on the same terms as the Offer.
-- Mobile Doctors Shareholders who have signed these irrevocable
undertakings have also agreed to be locked-in for 12 months from
the date of Completion of the Offer and, during such period, will
not be entitled to dispose of their New Quindell Shares (or any
interest therein) without the consent of Quindell and its nominated
adviser or in certain other limited circumstances. Further details
of the lock-in restrictions are set out in Part D of Appendix III
of this Announcement.
-- Further details of the irrevocable undertakings are set out
in Appendix III of this Announcement.
-- The Offer will be conditional, inter alia, on acceptances
being received (and not where permitted withdrawn) in respect of
more than 90 per cent. of the Mobile Doctors Shares to which the
Offer relates.
-- Quindell has sufficient authority to issue the Quindell
Shares required to be issued pursuant to the Offer and accordingly
does not require approval from Quindell Shareholders.
-- The New Quindell Shares will be issued in uncertificated form
to those accepting electronically and in certificated form to those
signing a Form of Acceptance.
-- Quindell will despatch the Offer Document and Form of
Acceptance to Mobile Doctors Shareholders (other than to certain
overseas Mobile Doctors Shareholders) as soon as practicable and,
in any event, (save with the consent of the Panel) within 28 days
of the date of this Announcement.
Commenting on the Offer, Rob Terry (Chairman and CEO of
Quindell) said:
"We are delighted to have secured both the support of 72.9 per
cent. of the Mobile Doctors' Shareholders for the Offer, and the
recommendation of the Mobile Doctors Board. Since we started
working with Matthew and his team following our initial investment
in July, we have become increasingly excited by the potential
opportunities to drive revenue growth across the Enlarged Group and
we believe that the acquisition of Mobile Doctors should be
beneficial to the shareholders of both companies. On the back of
the irrevocable agreements to accept the Offer, which combined with
our interest in Mobile Doctors represents 94.0 per cent., in
aggregate, of Mobile Doctors' issued share capital, we hope to post
the offer document as soon as possible with the intention of having
the deal finalised well before Christmas."
Commenting on the Offer, Matthew Game (CEO of Mobile Doctors)
said:
"Mobile Doctors already holds an established position in the
area of medico-legal reporting for personal injury claims and
remains focussed on driving its core business and increasing
turnover, but is also now looking to leverage its brand beyond its
current product lines by providing other services to its current
customers and suppliers and diversifying into other areas through
acquisitions. I believe that Quindell can help us make this
possible, ultimately benefiting all of our shareholders, and this
is why I was willing to exchange part of my own shareholding in
Mobile Doctors for Quindell Shares in October 2011 and why I have
now irrevocably agreed to accept the Offer. I look forward to an
exciting future and being able to realise the commercial synergies
and exploit the opportunities that come as being part of a larger
group."
Commenting on the Offer, Peter Opperman(Non Executive Chairman
and an Independent Director of Mobile Doctors) said:
"The Independent Directors of Mobile Doctors have unanimously
recommended the Offer."
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement (including the Appendices).
The Offer will be subject to the Conditions and further terms set
out in Appendix I to this Announcement and the additional terms to
be set out in the Offer Document and, for MDG Offer Shares held in
certificated form, the Form of Acceptance when issued. Appendix II
contains the sources and bases of certain information used in this
summary and in this Announcement. Appendix III contains details of
irrevocable undertakings given by certain Mobile Doctors
Shareholders. Appendix IV contains definitions of certain terms
used in this Announcement.
Enquiries:
For further information, please contact:
Quindell Portfolio Plc
Rob Terry, Chairman & Chief Executive Tel: 01329 830 501
Laurence Moorse, Group Finance Tel: 01329 830 543
Director
Tel: 01329 830 501
Media Inquiries - Tracey Terry, terrylt@quindell.com
Chief Communications Officer
Daniel Stewart & Company Plc
(Financial Adviser to Quindell) Tel: 020 7776 6550
Antony Legge/James Thomas
Mobile Doctors Group Plc Tel: 020 8787 2093
Peter Opperman, Non Executive Chairman
Mark Dillon, Finance Director
Seymour Pierce Limited
(Financial Adviser to Mobile Doctors) Tel: 020 7107 8000
Stewart Dickson / Tom Sheldon
Media Enquiries
Redleaf Polhill Limited
Rebecca Sanders-Hewett Tel: 020 7566 6720
Jenny Bahr quindell@redleafpolhill.com
This Announcement does not constitute or form part of any offer
or invitation to sell or purchase any securities or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, pursuant to the
Offer or otherwise. The Offer will be made by the Offer Document
which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted. In deciding
whether or not to accept the Offer, Mobile Doctors Shareholders
should rely solely on the information contained in, and follow the
procedures set out in, the Offer Document and, in respect of Mobile
Doctors Shares held in certificated form only, the Form of
Acceptance.
Daniel Stewart, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Quindell
and no one else in connection with the Offer and will not be
responsible to anyone other than Quindell for providing the
protections afforded to clients of Daniel Stewart nor for providing
advice in relation to the Offer, the contents of this Announcement
or any other matter or arrangement referred to in this
Announcement.
Seymour Pierce, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Mobile
Doctors and no one else in connection with the Offer and will not
be responsible to anyone other than Mobile Doctors for providing
the protections afforded to clients of Seymour Pierce nor for
providing advice in relation to the Offer, the contents of this
Announcement or any other matter or arrangement referred to in this
Announcement.
The distribution of this Announcement in jurisdictions outside
the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this
Announcement comes should inform themselves about and observe any
such restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Quindell in its sole discretion,
the Offer is not being, and will not be, made, directly or
indirectly, in or into any Restricted Jurisdiction and will not be
capable of acceptance from within any such jurisdiction.
Accordingly, unless otherwise determined by Quindell in its sole
discretion, copies of this Announcement and any documentation
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send any such
documents in or into or from any Restricted Jurisdiction, as doing
so may invalidate any purported acceptance of the Offer. Any person
(including, without limitation, custodians, nominees and trustees)
who would, or otherwise intends to, or who may have a contractual
or legal obligation to, forward this Announcement and/or the Offer
documentation and/or any other related document to any jurisdiction
outside the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of any
relevant jurisdiction.
These written materials do not represent an offer of securities
for sale in the United States. Securities may not be offered or
sold in the United States absent registration under the US
Securities Act of 1933 (the "US Securities Act") or an exemption
therefrom. The New Quindell Shares have not been, and will not be,
registered under the US Securities Act or under any relevant
securities laws of any state or other jurisdiction of the United
States, nor have clearances been, nor will they be, obtained from
any securities commission of any province of Canada and no
prospectus has been, or will be, filed or registration made, under
any securities law of Canada nor has a prospectus in relation to
the New Quindell Shares been, nor will one be, lodged with or
registered by, the Australian Securities and Investments
Commission, nor have any steps been taken, nor will any steps be
taken, to enable the New Quindell Shares to be offered in
compliance with applicable securities laws of Japan. Accordingly,
unless an exemption under relevant securities laws is available,
the New Quindell Shares may not be offered, sold, resold or
delivered, directly or indirectly, in, into or from a Restricted
Jurisdiction, or to or for the account or benefit of any US person
or resident of any Restricted Jurisdiction.
This Announcement has been prepared for the purposes of
complying with English law, the City Code and the AIM Rules and the
information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance
with the laws and regulations of any jurisdiction outside of
England. The Offer will be subject to the AIM Rules and the City
Code.
Forward-looking statements
This Announcement and the information herein contains certain
forward-looking statements with respect to the financial condition,
results of operations and business of Quindell, Mobile Doctors and
certain plans and objectives of the Mobile Doctors Board, the
Independent Directors of Mobile Doctors and the Quindell Board.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of similar meaning. These statements are based on assumptions and
assessments made by the Independent Directors of Mobile Doctors and
the Quindell Board in light of their experience and their
perception of historical trends, current conditions, expected
future developments and other factors they believe appropriate.
Forward-looking statements are not guarantees of future
performance. By their nature, forward-looking statements involve
risk and uncertainty, and the factors described in the context of
such forward-looking statements in this Announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Many of these risks and uncertainties relate to factors that are
beyond the ability of Quindell and Mobile Doctors to control or
estimate precisely. Neither Quindell nor Mobile Doctors can give
any assurance that such forward-looking statements will prove to
have been correct. Should one or more of these risks or
uncertainties materialise or should underlying assumptions prove
incorrect, actual results may vary materially from those described
in this Announcement. Neither Mobile Doctors nor Quindell nor their
respective boards of directors assume any obligation to update or
correct the information contained in this Announcement, whether as
a result of new information, future events or otherwise, except to
the extent legally required.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and the provision of copies of this Announcement
shall not give rise to any implication that there has been no
change in the facts set out herein since such date. Nothing
contained in this Announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of
Quindell or Mobile Doctors or any member of the Quindell Group or
the Mobile Doctors Group except where expressly stated.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1 per cent. or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm on the 10th business day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 pm on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Opening Position Disclosure
Quindell has made an Opening Position Disclosure setting out the
details required to be disclosed by it under Rule 8.1(a) of the
City Code.
Information relating to Mobile Doctors Shareholders
Addresses, electronic addresses and certain information provided
by Mobile Doctors Shareholders, persons with information rights and
other relevant persons for the receipt of communications from
Mobile Doctors may be provided to Quindell during the offer period
as requested under Section 4 of Appendix 4 of the Code.
Publication on the Quindell website and the Mobile Doctors
website
A copy of this Announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on Quindell's website at
www.quindell.com and on Mobile Doctors' website at
www.mobile-doctors.co.uk by no later than 12:00 noon on 5 December
2011 and during the course of the Offer.
Responsibility
The Quindell Directors accept responsibility for the information
contained in this Announcement other than information relating to
the Mobile Doctors Group, the Mobile Doctors Directors and their
immediate families, related trusts and controlled companies. To the
best of the knowledge and belief of the Quindell Directors (who
have taken all reasonable care to ensure that such is the case),
the information contained in this Announcement for which they
accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
The Mobile Doctors Directors accept responsibility for the
information contained in this Announcement relating to them and
their immediate families, related trusts and controlled companies
and the Mobile Doctors Group. To the best of the knowledge and
belief of the Mobile Doctors Directors (who have taken all
reasonable care to ensure that such is the case), the information
contained in this Announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The Independent Directors of Mobile Doctors accept
responsibility for the recommendation and opinions of the
Independent Directors relating to the Offer. To the best of the
knowledge and belief of the Independent Directors (who have taken
all reasonable care to ensure that such is the case), the
information contained in this Announcement for which they accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
ALL REFERENCES TO TIME IN THIS ANNOUNCEMENT ARE TO LONDON
TIME
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE
UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
2 December 2011
RECOMMENDED SHARE OFFER
for
MOBILE DOCTORS GROUP PLC
by
QUINDELL PORTFOLIO PLC
1. Introduction
The Quindell Board and the Independent Directors of Mobile
Doctors are pleased to announce that they have reached agreement on
the terms of a recommended all share offer to be made by Quindell
for Mobile Doctors (the "Offer").
2. The Offer
The Offer, which will be subject to the terms and conditions set
out in Appendix I to this Announcement and the further terms and
conditions to be set out in the Offer Document and, in respect of
Mobile Doctors Shares held in certificated form only, the Form of
Acceptance, will be made on the basis of 5.833 New Quindell Shares
for each MDG Offer Share. The Offer will not be made in respect of
the 3,523,868 Mobile Doctors Shares already held by Quindell,
representing, as at the date of this Announcement, approximately
21.1 per cent. of Mobile Doctors' issued share capital.
The Offer values the entire issued share capital of Mobile
Doctors (comprising, at the date of this Announcement, 16,712,130
Mobile Doctors Shares) at approximately GBP2.80million on the basis
of the Closing Price of 2.88pence per Quindell Share on 1 December
2011, being the latest practicable date prior to the release of
this Announcement.
The Offer represents a premium of approximately:
-- 12 per cent. to the Closing Price of 15 pence per Mobile
Doctors Share on 1 December 2011, being the last business day prior
to the date of this Announcement; and
-- 6 per cent. to the average Closing Price of 15.8 pence per
Mobile Doctors Share for the 3 month period ended 3 November 2011,
being the last business day prior to the date of the announcement
by Quindell of its possible offer for Mobile Doctors.
The Offer will be extended, subject to its terms and conditions,
to all MDG Offer Shares which are unconditionally allotted on the
date on which the Offer is made and to such further Mobile Doctors
Shares (if any) unconditionally allotted or issued while the Offer
remains open for acceptance (or such earlier date as Quindell may,
subject to the City Code, decide). The Offer will not be made in
respect of the 3,523,868 Mobile Doctors Shares already held by
Quindell, representing, as at the date of this Announcement,
approximately 21.1 per cent. of the issued share capital of Mobile
Doctors.
Mobile Doctors Shares will be acquired by Quindell, pursuant to
the Offer, fully paid and free from all liens, charges, options,
equities, encumbrances, rights of pre-emption and any other third
party rights or interests of whatever nature whatsoever and
together with all rights, present and future, attaching to such
Mobile Doctors Shares, including, without limitation, the right to
receive and retain in full all dividends and other distributions
(if any) declared, paid or made after the date of this
Announcement.
Upon the Offer becoming or being declared wholly unconditional,
Quindell has agreed to issue at 2.5 pence per share:
-- to LDC, the LDC Quindell Shares, with subscription monies due
being applied as referred to in paragraph 5 below; and
-- to Daniel Stewart, the DS Quindell Shares, with subscription
monies due being applied towards its financial advisory fee.
Assuming acceptance of the Offer in full in respect of the
13,188,262 Mobile Doctors Shares for which it is made, the New
Quindell Shares to be issued pursuant to the Offer will represent
approximately 4.15 per cent. of the Enlarged Issued Share Capital
(based on the existing issued share capital of Quindell and the
existing issued share capital of Mobile Doctors as at the date of
this Announcement and including the issue of the LDC Quindell
Shares and the issue of the DS Quindell Shares).
The New Quindell Shares, the LDC Quindell Shares and the DS
Quindell Shares will rank pari passu with the existing Quindell
Shares in issue, including in respect of all dividends made, paid
or declared from the time they are allotted.The New Quindell Shares
will be issued in uncertificated form to those accepting
electronically and in certificated form to those signing a Form of
Acceptance.
The Independent Directors of Mobile Doctors, who have been so
advised by Seymour Pierce, consider the terms of the Offer to be
fair and reasonable. In providing their advice, Seymour Pierce has
taken into account the commercial assessments of the Independent
Directors. Accordingly, the Independent Directors of Mobile Doctors
unanimously recommend Mobile Doctors Shareholders to accept the
Offer.
Seymour Pierce has given and not withdrawn its consent to the
publication of this Announcement with the inclusion of the
recommendation and opinions provided by Seymour Pierce in the form
and context in which they are included.
3. Background to and reasons for the Offer
The Quindell Board believes that the general area of insurance
claims fulfilment and management is a market that is experiencing a
period of uncertainty and change, particularly following the
publication of the Jackson review into civil legal costs in
December 2009. Quindell believes that this therefore represents an
excellent opportunity to acquire companies such as Mobile Doctors
that are well established and respected in this space and that are
seen as 'insurer friendly' and accordingly better placed to respond
to these market changes.
Mobile Doctors is an established supplier within the area of
medico-legal reporting for personal injury claims. Since its first
acquisition of Mobile Doctors Shares in July of this year, Quindell
has worked closely with Matthew Game to explore how Mobile Doctors
can extend and further leverage its brand through the application
of Quindell's own technology and expertise to gain additional sales
and extend into new product offerings. The Quindell Board believes
that the Acquisition provides a stronger basis to exploit these
opportunities and to generate additional revenue through other
cross-selling opportunities across the Enlarged Group.
Quindell has previously made three purchases of Mobile Doctors
Shares, amounting in aggregate to 3,523,868 Mobile Doctors Shares,
representing approximately 21.1 per cent. of its existing issued
share capital:
-- on 25 July 2011, Quindell purchased from Ubiquity Capital
LLP, a limited liability partnership in which Jason Cale,
non-executive director of both Quindell and Mobile Doctors, is
beneficially interested, 1,387,488 Mobile Doctors Shares in
exchange for 8,093,680 Quindell Shares;
-- on 10 October 2011, Quindell purchased from David Osborne,
the former finance director of Mobile Doctors, 1,434,471 Mobile
Doctors Shares in exchange for 8,367,748 Quindell Shares; and
-- on 19 October 2011, Quindell purchased from Matthew Game,
chief executive officer of Mobile Doctors, 701,909 Mobile Doctors
Shares in exchange for 4,094,469 Quindell Shares.
All three parties from whom Quindell purchased Mobile Doctors
Shares agreed to lock-in restrictions in relation to disposals of
their Quindell Shares during the period of 12 months from the date
of their respective purchases. Each acquisition of Mobile Doctors
Shares was made on the basis of a ratio of 5.833 Quindell Shares
for each Mobile Doctors Share.
4. Background to and reasons for the recommendation
Mobile Doctors is an established supplier in the area of
medico-legal reporting for personal injury claims. The Mobile
Doctors Board is focused on driving its core business, but is now
looking to leverage its brand beyond its current product lines. The
Independent Directors of Mobile Doctors believe that merging with
Quindell could be instrumental in helping make this possible,
ultimately benefitting all Mobile Doctors Shareholders as part of a
larger group.
The Independent Directors of Mobile Doctors have carefully
considered the effects of the Offer on Mobile Doctors, including
specifically the employees. The Independent Directors of Mobile
Doctors note the intentions stated by the Board of Quindell set out
in this Announcement in relation to the employees of Mobile
Doctors. The Independent Directors of Mobile Doctors believe that
the assurances over existing employment rights and the statement
that Quindell does not anticipate that there will be any
redundancies as a result of the Offer, albeit with the possibility
of some limited redundancies, are sufficient for them to conclude
that the implementation of the Offer is in the interests of Mobile
Doctors employees.
5. Loan Notes
Quindell, LDC, Mobile Doctors and Mobile Doctors Solutions have
entered into the Re-financing Agreement in relation to repayment of
the 2001 Loan Notes and the 2007 Loan Notes currently
outstanding.
Upon the Offer becoming or being declared wholly unconditional,
the outstanding principal amount of the Loan Notes, together with
accrued interest thereon, will become immediately repayable by
Mobile Doctors Solutions to LDC. Under the terms of the
Re-financing Agreement, LDC has agreed, conditional upon the Offer
becoming or being declared wholly unconditional, to subscribe for
44,545,600 Quindell Shares at 2.5 pence per share for an aggregate
cash sum of GBP1,113,640. From the subscription monies due,
Quindell will lend to Mobile Doctors Solutions sufficient to allow
it to fund repayment of the Loan Notes in full. The loan by
Quindell to Mobile Doctors Solutions (constituting separate loans
for the purposes of funding repayment of the 2001 Loan Notes and
the 2007 Loan Notes) will be on terms equivalent to the respective
Loan Notes.
The LDC Quindell Shares will be locked-in for 6 months from the
date of issue and, during such period, LDC will not be entitled to
dispose of the shares (or any interest therein) without the consent
of Quindell and its nominated adviser or in certain other limited
circumstances. The other terms of the lock-in, save for the length
of the locked-in period, are as set out in paragraph D of Appendix
III.
Having made due and careful enquiry, Seymour Pierce consider the
terms of the Re-financing Agreement and the terms and conditions of
the issue of the LDC Quindell Shares thereunder to be fair and
reasonable.
6. Independence of Mobile Doctors Board
The Mobile Doctors Board has determined that both Jason Cale and
Matthew Game are not independent directors for the purposes of
considering and recommending the Offer and, accordingly, both have
absented themselves from the deliberations of the Mobile Doctors
Board concerning the Offer.
Jason Cale is on the board of directors of both Quindell and
Mobile Doctors. Matthew Game sold 701,909 Mobile Doctors Shares to
Quindell in exchange for the issue by Quindell of 4,094,469
Quindell Shares on 19 October 2011. Further, Matthew Game, amongst
other Mobile Doctors Shareholders, indicated his intention to
accept the Offer in respect of the remaining 2,857,032 Mobile
Doctors Shares held by him (as announced on 4 November 2011).
The Independent Directors of Mobile Doctors are therefore
considered to be Mark Dillon, Robert Bright and Peter Opperman.
7. Recommendation
The Independent Directors, who have been so advised by Seymour
Pierce, consider the terms of the Offer to be fair and reasonable.
In providing their advice, Seymour Pierce has taken into account
the commercial assessments of the Independent Directors.
Accordingly, the Independent Directors unanimously recommend Mobile
Doctors Shareholders to accept the Offer.
8. Management and employees of Mobile Doctors
The Quindell Board attaches great importance to the skills and
experience of the existing management and employees of Mobile
Doctors. Quindell has given assurances to the Independent Directors
that, on the Offer becoming or being declared wholly unconditional
the existing employment rights, including pension rights, of all
Mobile Doctors' employees will be observed and that except as set
out in this Announcement, Quindell does not intend to effect any
changes to their respective conditions of employment. Whilst
Quindell does not anticipate that there will be any redundancies of
Mobile Doctors' employees as a consequence of the Offer becoming or
being declared wholly unconditional, it is possible that limited
redundancies may occur as part of potential cost savings arising
from the integration of administrative or support functions.
In addition, Quindell confirms that it intends to work with
senior management of Mobile Doctors during the period of 90 days
following the Offer becoming or being declared wholly unconditional
to help define its strategy and business plan and to establish
appropriate incentive schemes to reward them for performance of the
Mobile Doctors business above pre-set target levels, yet to be
determined. No proposals have yet been made on the terms of any
such incentive arrangements and no discussions will take place in
relation to them until after the Offer becomes wholly
unconditional.
If the Offer becomes or is declared wholly unconditional,
Quindell intends to change the Mobile Doctors Board as appropriate
for a subsidiary of a quoted Plc which may lead to some or all of
the non-executive directors of the Mobile Doctors Board being asked
to step down.
9. Intentions regarding Mobile Doctors' place of business and redeployment of fixed assets
Quindell has no intention of changing the location of the Mobile
Doctors Group's operational places of business, nor any intention
to make any changes to the deployment of the fixed assets within
Mobile Doctors. However, given Quindell's acquisitive growth
strategy, it is possible that Quindell may acquire a business in
the future which could give rise to some changes and/or integration
in certain areas of the Mobile Doctors Group in order to achieve
operational synergies.
10. Compulsory acquisition of Mobile Doctors Shares,
cancellation of admission and re-registration
If Quindell receives acceptances under the Offer in respect of,
and/or otherwise acquires or contracts to acquire, 90 per cent. or
more in nominal value of all the Mobile Doctors Shares to which the
Offer relates and of 90 per cent. or more of the voting rights
carried by those Mobile Doctors Shares and assuming that all of the
other conditions of the Offer have been satisfied or waived (if
capable of being waived), Quindell intends to exercise its rights
in accordance with sections 974 to 991 of the Act to acquire
compulsorily the remaining Mobile Doctors Shares in respect of
which acceptances have not then been received on the same terms as
the Offer.
Following the Offer becoming or being declared wholly
unconditional and subject to any applicable requirements of the AIM
Rules, Quindell intends to procure that Mobile Doctors applies to
the London Stock Exchange for the cancellation of trading in the
Mobile Doctors Shares on AIM. It is anticipated that such
cancellation will take effect no earlier than 20 business days
after the Offer becomes or is declared wholly unconditional,
subject to satisfaction of the applicable requirements of the AIM
Rules. Quindell will notify Mobile Doctors Shareholders of the
anticipated date of cancellation.
It is also intended that, following the Offer becoming or being
declared wholly unconditional (and when at such time Quindell has
received acceptances under the Offer in respect of, and/or
otherwise holds, 75 per cent. or more in nominal value of all the
Mobile Doctors Shares and of the voting rights carried by those
Mobile Doctors Shares) and, assuming the cancellation of trading of
Mobile Doctors Shares on AIM becomes effective, Mobile Doctors will
apply to be re-registered as a private company under the relevant
provisions of the Act.
Such cancellation will significantly reduce the liquidity and
marketability of any Mobile Doctors Shares which have not been
acquired by Quindell under the Offer and their value may be
affected as a consequence. Any remaining Mobile Doctors
Shareholders would become minority shareholders in a majority
controlled private limited company and may be unable to sell their
Mobile Doctors Shares and there can be no certainty that any
dividends or other distributions would be made by Mobile Doctors or
that Mobile Doctors Shareholders would again be offered an
opportunity of selling their shares on terms which are equivalent
to or no less advantageous than those available under the
Offer.
11. Information on Quindell
Quindell, the brand extension company, helps its clients and
partners to utilise their brands, enabling them to achieve greater
sales, extend their brand into new product offerings and take
advantage of alternative routes to market including white
labelling, franchising and using broker and agency channels.
Quindell also provides clients with its cloud based technology
to deliver the necessary framework to support the online, office
and field based sales and service expectations of both its clients
and their customers in an efficient and cost effective manner.
In addition to seeking to extend customer spend on clients'
brands, Quindell's solutions are focused on generating improvements
in efficiency and effectiveness for all of its clients, targeting
cost savings of over 20 per cent. above industry norms.
The Quindell Group's consultancy arm drives the business
transformation of its clients, and is supported by its leading edge
technology, technology enabled outsourcing, membership schemes,
social media and e-commerce with 'out of the box'
implementations.
The Quindell Group currently works with more than 1,800
companies from SMEs to national and international brands around the
globe, and its solutions are applied in the following sectors and
their related supply chains:
-- Technology, Telecommunications and Utilities
-- Finance, Insurance and Legal Services
-- Leisure, Retail and E-commerce
-- Education
Quindell joined AIM through the reverse takeover of Mission
Capital plc. Mission Capital plc (as it was then called) was
readmitted to AIM on 17 May 2011 following its acquisition of the
whole of the issued share capital of Quindell Limited. On 18 July
2011, Mission Capital plc was renamed Quindell Portfolio Plc.
Quindell has achieved seven new major contract wins in the third
quarter of this year with contracts in insurance, telecoms and
utilities (including solar power). The Quindell Board believes that
these will contribute approximately GBP3 million in additional
sales and outsourcing revenues per annum. Quindell has also
acquired several new subsidiaries in the current financial year,
the most recent of which being Maine Financial Limited, an internet
based financial services broking business, at a valuation of GBP2.1
million.
Quindell's audited consolidated accounts for the last two
financial years, as well as its most recent interim results can be
found on its website, www.quindell.com.
Quindell has an aggressive growth strategy based on both the
internal organic development of its existing businesses and further
acquisitions to increase the range of products and access to
customers. Such acquisitions may be funded by the issue of Quindell
Shares and, in addition, Quindell may look to raise new capital to
support its growth plans. Pursuant to special resolutions passed on
14 July 2011, the Quindell Board has authority to issue up to
4,271,001,500 new Quindell Shares, representing 247 per cent. of
the current issued share capital of Quindell.
The consolidated assets and liabilities of the Enlarged Group
would comprise the assets and liabilities of the two groups as at
the date of Acquisition, save that the Loan Notes will have been
repaid and the LDC Quindell Shares and the DS Quindell Shares
issued for cash. The extent and amount of any fair value
adjustments required post Acquisition is not yet known.
It is anticipated that the consolidated revenues and earnings of
the Enlarged Group will be enhanced by potential cross selling
opportunities.
Other than as referred to in this Announcement, the business,
management, employees, fixed assets and office locations of the
Quindell Group are not affected by the making of the Offer.
12. Disclosure of interests in Mobile Doctors Shares
The Quindell Board has previously announced that it purchased,
in three separate transactions, an aggregate of 3,523,868 Mobile
Doctors Shares, representing approximately 21.1 per cent. of Mobile
Doctors' existing issued share capital, in exchange for the
allotment and issue of an aggregate of 20,555,987 Quindell Shares.
Each transaction was at a ratio of 5.833 Quindell Shares for each
Mobile Doctors Share and the vendors agreed, in each case, to
lock-in restrictions in relation to disposals of their Quindell
Shares during the period of 12 months from the date of their
respective purchases.
Save for the Mobile Doctors Shares referred to in this paragraph
12 and those Mobile Doctors Shares the subject of the irrevocable
undertakings referred to in paragraph 13 below, neither Quindell
nor any of its directors, nor any member of the Quindell Group,
nor, so far as the Quindell Board is aware, any person acting in
concert with Quindell, owns or controls or has any interests in any
Mobile Doctors Shares or any rights to subscribe for or purchase or
any option to acquire or any obligation to take delivery of, any
Mobile Doctors Shares.
13. Irrevocable Undertakings
Quindell has received irrevocable undertakings to accept (or
procure acceptance of) the Offer in respect of an aggregate of
12,187,950 Mobile Doctors Shares, representing approximately 72.9
per cent of the existing issued share capital of Mobile Doctors and
approximately 92.4 per cent. of the MDG Offer Shares. Those Mobile
Doctors Shares that are the object of the irrevocable undertakings,
taken together with the 3,523,868 Mobile Doctors Shares in which
Quindell is currently interested, represent approximately 94.0 per
cent. of Mobile Doctors' existing issued share capital. These
irrevocable undertakings continue to be binding in the event of a
higher competing offer being made for Mobile Doctors and will cease
to be binding only if the Offer lapses or is withdrawn.
Matthew Game (being the only Mobile Doctors Director with a
beneficial holding in Mobile Doctors Shares), has irrevocably
undertaken to accept, or procure the acceptance of, the Offer in
respect of his entire beneficial holding of Mobile Doctors Shares,
which amounts in aggregate to 2,857,032 Mobile Doctors Shares,
representing approximately 17.1 per cent. of the existing issued
share capital of Mobile Doctors.
Paul Crowther, Steven Hawes and Paul Collin, all being employees
of Mobile Doctors, have irrevocably undertaken to accept, or
procure acceptance of, the Offer in respect of their entire
beneficial holdings of Mobile Doctors Shares, which amount in
aggregate to 2,154,095 Mobile Doctors Shares, representing
approximately 12.9 per cent. of the existing issued share capital
of Mobile Doctors.
LDC, Howard Cammell and Kevin Nessling, all being investors in
Mobile Doctors, have irrevocably undertaken to accept, or procure
the acceptance of, the Offer in respect of their entire beneficial
holdings of Mobile Doctors Shares, which amount in aggregate to
7,176,823 Mobile Doctors Shares, representing approximately 42.9
per cent. of the existing issued share capital of Mobile
Doctors.
Further details of these irrevocable undertakings are set out in
Appendix III to this Announcement and copies will be made available
on the website maintained by Quindell at
http://www.quindell.com/index.php/investor-relations/home by no
later than 12.00 noon on 5 December 2011 and during the course of
the Offer.
14. Lock-in Restrictions
Those Mobile Doctors Shareholders who have signed irrevocable
undertakings have also agreed to lock-in restrictions for 12 months
from the date of Completion of the Offer and, during such period,
will not be entitled to dispose of their New Quindell Shares (or
any interest therein) without the consent of Quindell and its
nominated adviser or in certain other limited circumstances.
Further details of the lock-in restrictions are set out in Part D
of Appendix III of this Announcement.
15. Offer-related arrangements
The following contracts or arrangements are disclosed as
Offer-related arrangements for the purposes of Rule 21.2 of the
City Code:
-- by an exchange of letters on 22 November 2011, Quindell has
undertaken to keep confidential certain information provided by
Mobile Doctors to it and its advisers for the purposes of its
evaluation and consideration of the proposed Acquisition and agreed
restrictions in relation to solicitation of Mobile Doctors'
employees during the period of negotiation of the Acquisition and
for a period of 12 months after such negotiations cease;
-- by an exchange of letters on 22 November 2011, Mobile Doctors
has undertaken to keep confidential certain information provided by
Quindell to it and its advisers for the purposes of its evaluation
and consideration of the proposed Acquisition and agreed
restrictions in relation to solicitation of Quindell's employees
during the period of negotiation of the Acquisition and for a
period of 12 months after such negotiations cease;
-- on 1 December 2011, Quindell, LDC, Mobile Doctors and Mobile
Doctors Solutions entered into the Re-financing Agreement, of which
further details are given in paragraph 5 above.
-- in respect of a GBP16 million facility between Lloyds TSB CF
and Mobile Doctors Limited, Lloyds TSB CF has given its consent to
a change of control of Mobile Doctors Limited without any
preconditions or variation of terms.
16. Overseas Mobile Doctors Shareholders
The distribution of this Announcement and the availability of
the Offer to persons who are not resident in the United Kingdom may
be affected by the laws of their relevant jurisdiction. Such
persons should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdiction. Persons who
are not resident in the United Kingdom should consult an
appropriate independent professional adviser in their relevant
jurisdiction without delay. Further details in relation to overseas
shareholders will be contained in the Offer Document.
17. Anticipated timetable
Quindell will dispatch the Offer Document and Form of Acceptance
to Mobile Doctors Shareholders (other than to certain overseas
Mobile Doctors Shareholders) as soon as practicable and, in any
event, within 28 days of the date of this Announcement (unless
agreed otherwise with the Panel).
18. Further details of the Offer
The Offer will be subject to the conditions and the further
terms set out in Appendix I to this Announcement and the additional
terms to be set out in the Offer documentation when issued.
Appendix II to this Announcement contains the sources and bases of
certain information set out in this Announcement. Appendix III to
this Announcement contains further details of the irrevocable
undertakings referred to in paragraph 13 above. Appendix IV to this
Announcement contains definitions of certain terms used in this
Announcement.
In deciding whether or not to accept the Offer, Mobile Doctors
Shareholders should rely solely on the information to be contained
in, and follow the procedures to be set out in, the Offer Document
and, in respect of Mobile Doctors Shares held in certificated form
only, the Form of Acceptance.
The acquisition of the MDG Offer Shares under the Offer is
proposed to be implemented by way of a takeover offer within the
meaning of section 974 of the Act.
There are no agreements or arrangements to which Quindell is a
party which relate to the circumstances in which it may or may not
invoke or seek to invoke a condition to the Offer.
Neither Quindell nor any person acting in concert with Quindell
has any arrangement of the kind referred to in Note 6 on Rule 8 of
the City Code.
Fractions of New Quindell Shares will not be allotted to holders
of Mobile Doctors Shares who accept the Offer (including such
holders who are deemed to accept the Offer). Fractional
entitlements to New Quindell Shares will instead be aggregated and
sold in the market and the net proceeds of sale distributed pro
rata to the Mobile Doctors Shareholders entitled thereto, save that
individual entitlements to amounts of less than GBP5.00 will be
retained for the benefit of the Enlarged Group.
19. Settlement, Admission and dealings
Quindell will apply for the New Quindell Shares, the LDC
Quindell Shares and the DS Quindell Shares to be admitted to
trading on AIM.
It is expected that Admission will become effective and that
dealings will commence in such shares as soon as practicable, in
accordance with the AIM Rules, after the Offer becomes or is
declared wholly unconditional (save only for Admission).
The Quindell Shares currently in issue are already admitted to
AIM and to CREST. The New Quindell Shares will be issued in
uncertificated form to those accepting electronically and in
certificated form to those signing a Form of Acceptance. It is
expected that the New Quindell Shares, the LDC Quindell Shares and
the DS Quindell Shares will trade under UK ISIN code
GB00B0R5TG60.
Further details of settlement, Admission and dealing
arrangements will be contained in the Offer Document.
20. Documents on display
Copies of the following documents will be available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on Quindell's
website at www.quindell.com and on Mobile Doctors' website at
www.mobile-doctors.co.uk by no later than 12.00 noon on 5 December
2011 and during the course of the Offer:
-- this Announcement (http://www.quindell.com/index.php/investor-relations/home and www.mobile-doctors.co.uk//?page_id=30);
-- the irrevocable undertakings referred to in paragraph 13 above (http://www.quindell.com/index.php/investor-relations/home and www.mobile-doctors.co.uk//?page_id=30);
-- the Re-financing Agreement (http://www.quindell.com/index.php/investor-relations/home and www.mobile-doctors.co.uk//?page_id=30); and
-- the other Offer-related arrangements referred to in paragraph 15 above (http://www.quindell.com/index.php/investor-relations/home and www.mobile-doctors.co.uk//?page_id=30).
For further information:
Quindell Portfolio Plc
Rob Terry, Chairman & Chief Executive Tel: 01329 830 501
Tel: 01329 830 543
Laurence Moorse, Group Finance Director
Tel: 01329 830 501
Media Inquiries - Tracey Terry, terrylt@quindell.com
Chief Communications Officer
Daniel Stewart & Company Plc
(Financial Adviser to Quindell) Tel: 020 7776 6550
Antony Legge/James Thomas
Mobile Doctors Group Plc
Peter Opperman, Non-Executive Chairman Tel: 020 8787 2093
Mark Dillon, Finance Director
Seymour Pierce Limited
(Financial Adviser to Mobile Doctors) Tel: 020 7107 8000
Stewart Dickson/Tom Sheldon
Media Enquiries
Redleaf Polhill Limited
Rebecca Sanders-Hewett Tel: 020 7566 6720
Jenny Bahr quindell@redleafpolhill.com
APPENDIX I
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER
PART A
Conditions to the Offer
The Offer will be subject to and will comply with the provisions
of the City Code and any other applicable legal or regulatory
requirements.
The Offer will be subject to the following conditions:
1. valid acceptances being received (and not, where permitted,
withdrawn) by no later than 3.00 p.m. on the First Closing Date (or
such later time(s) and/or date(s) as Quindell may, subject to the
rules of the City Code, determine) in respect of not less than 90
per cent. (or such lower percentage as Quindell may decide) in
nominal value of the Mobile Doctors Shares to which the Offer
relates and not less than 90 per cent. (or such lower percentage as
Quindell may decide) of the voting rights carried by the Mobile
Doctors Shares to which the Offer relates, provided that this
condition will not be satisfied unless Quindell shall have acquired
or agreed to acquire (either pursuant to the Offer or otherwise)
Mobile Doctors Shares carrying in aggregate more than 50 per cent.
of the voting rights normally exercisable at general meetings of
Mobile Doctors, including for this purpose, to the extent (if any)
required by the Panel, any voting rights attaching to any Mobile
Doctors Shares which may be unconditionally allotted or issued
before the Offer becomes or is declared unconditional as to
acceptances (whether pursuant to the exercise of outstanding
conversion, option or subscription rights or otherwise), and for
this purpose:
a. the expression "Mobile Doctors Shares to which the Offer
relates" shall be construed in accordance with Chapter 3 of Part 28
of the Act;
b. Mobile Doctors Shares which have been unconditionally
allotted but not issued shall be deemed to carry the voting rights
which they will carry upon issue; and
c. valid acceptances shall be deemed to have been received in
respect of Mobile Doctors Shares which are treated for the purposes
of section 979 of the Act as having been acquired or contracted to
be acquired by Quindell by virtue of acceptances of the Offer;
2. the submission by the market operations team at the London
Stock Exchange of an AIM trading notice in respect of the New
Quindell Shares pursuant to which the admission to trading on AIM
shall become effective on the following business day;
3. all notifications and filings which are necessary or are
reasonably considered appropriate by Quindell having been made in
connection with the Offer, all appropriate waiting periods
(including any extension to them) under any applicable legislation
or regulations of any jurisdiction having expired, lapsed or been
terminated, all necessary statutory or regulatory obligations in
any jurisdiction having been complied with and all Authorisations
which in each case are necessary or are reasonably considered
appropriate by Quindell for or in respect of the Offer, its
implementation or any acquisition of any shares in, or control of,
Mobile Doctors having been obtained in terms and in a form
reasonably satisfactory to Quindell from all Relevant Authorities
or persons with whom Mobile Doctors has entered into contractual
arrangements, in each case where the absence of an Authorisation
from such a person would have a material adverse effect on Mobile
Doctors and all such Authorisations, together with all
Authorisations necessary or appropriate to carry on the business of
Mobile Doctors, remaining in full force and effect at the time when
the Offer becomes otherwise wholly unconditional and there being no
intimation of any intention to revoke or not to renew, withdraw,
suspend, withhold, modify or amend the same in consequence of the
Offer becoming wholly unconditional;
4. no Relevant Authority having instituted, implemented or
threatened any action, suit, proceedings, investigation, reference
or enquiry, or enacted, made or proposed any statute, regulation,
order or decision, or having taken any other steps or measures that
would or might reasonably be expected to (in any case which would
be material to Mobile Doctors or Quindell):
a. make the Offer, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or
control over, Mobile Doctors by Quindell, illegal, void or
unenforceable or otherwise directly or indirectly restrict,
restrain, prohibit, delay, frustrate or interfere in the
implementation of or impose additional conditions or obligations
with respect to or otherwise challenge the Offer or such proposed
acquisition;
b. require, prevent or materially delay a divestiture by
Quindell of any shares or other securities in Mobile Doctors;
c. impose any material limitation on, or result in a material
delay in, the ability of Quindell to acquire or hold or exercise
effectively, directly or indirectly, any rights of ownership of
shares or other securities in Mobile Doctors or voting rights or
management control over Mobile Doctors;
d. require, prevent or materially delay a divestiture by any
member of the Quindell Group or any member of the Mobile Doctors
Group of all or any material portion of their respective
businesses, assets or properties or impose any material limitation
on the ability of any of them to conduct their respective
businesses or own their respective assets or properties;
e. result in any member of the Quindell Group or any member of
the Mobile Doctors Group ceasing to be able to carry on business
under any name under which it presently does so;
f. otherwise affect any or all of the businesses, assets,
prospects or profits, financial or trading position of any member
of the Quindell Group or any member of the Mobile Doctors Group;
or
g. except pursuant to Part 28 of the Act or the City Code,
require any member of the Quindell Group or any member of the
Mobile Doctors Group to offer to acquire any shares or other
securities owned by any third party in Mobile Doctors or Quindell
by any third party,
and all applicable waiting and other time periods (including any
extension thereof) during which any such Relevant Authority could
institute or implement or threaten any action, suit, proceedings,
investigation, reference or enquiry or enact, make or propose any
such statute, regulation, order or decision or take any other such
step or measure having expired, lapsed or been terminated;
5. except as publicly announced (by delivery of an announcement
to a Regulatory Information Service) by Mobile Doctors or disclosed
by Mobile Doctors in writing to Quindell before the date of this
Announcement, there being no provision or any arrangement,
agreement, authorisation, lease, licence, consent, permit,
franchise or other instrument to which any member of the Mobile
Doctors Group is a party, or by or to which any such member, or any
of its assets, may be bound, entitled or subject, which could or
might reasonably be expected (as a consequence of the Offer or of
the proposed acquisition of any shares or other securities in, or
control of, Mobile Doctors), to result in the following:
a. any assets or interests of any member of the Mobile Doctors
Group being or falling to be disposed of or charged, or any right
arising under which any such assets or interests could be required
to be disposed of or charged or could cease to be available, other
than in the ordinary course of business;
b. any monies borrowed by or other indebtedness or liabilities
(actual or contingent) of, or any grant available to any member of
the Mobile Doctors Group becoming repayable or being capable of
being declared repayable immediately or earlier than its stated
repayment date or the ability of any member of the Mobile Doctors
Group to incur any indebtedness becoming or being capable of being
or becoming withdrawn, prohibited or inhibited;
c. any such arrangement, agreement, authorisation, lease,
licence, consent, permit, franchise or other instrument being
terminated or modified, affected, amended or varied or any action
being taken, or any onerous obligation or liability arising,
thereunder;
d. the rights, liabilities, obligations, business or interests
of any member of the Mobile Doctors Group with any firm, body or
person (or any arrangements relating to such business or interests)
being terminated, modified, affected, amended or varied in any
materially adverse manner;
e. the value of or the financial or trading position or
prospects of any member of the Mobile Doctors Group being
materially prejudiced or materially adversely affected;
f. the creation of any liability (actual or contingent) by any
member of the Mobile Doctors Group otherwise than in the ordinary
course of business;
g. 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 member of the Mobile Doctors Group or any
such mortgage, charge or security (whenever arising or having
arisen) becoming enforceable; or
h. any member of the Mobile Doctors Group ceasing to be able to
carry on business under any name under which it currently does
so,
and no event having occurred which, under any provision of any
arrangement, agreement, authorisation, lease, licence, consent,
permit, franchise or other instrument to which any member of the
Mobile Doctors Group is a party, or by or to which any member of
the Mobile Doctors Group, or any of its assets, may be bound,
entitled or subject, could result, in any case to an extent which
is material and adverse, in any of the events or circumstances
referred to in paragraphs a to h (inclusive) above;
6. except as disclosed by Mobile Doctors in writing to Quindell
or its professional advisers before the date of this
Announcement:
a. no litigation, arbitration or mediation proceedings,
prosecution or investigation or other legal proceedings to which
any member of the Mobile Doctors Group is or may become a party
(whether as claimant, defendant or otherwise) having been
instituted or threatened or remaining outstanding against or in
respect of any member of the Mobile Doctors Group which in any case
is material in the context of the Mobile Doctors Group taken as a
whole;
b. no adverse change or deterioration having occurred in the
business, assets, financial or trading position, prospects or
profits of any member of the Mobile Doctors Group which in any case
is material in the context of the Mobile Doctors Group taken as a
whole;
c. no contingent or other liability having arisen, become
apparent or increased which in any case is material in the context
of the Mobile Doctors Group taken as a whole; and
d. no enquiry or investigation by any Relevant Authority against
or in respect of any member of the Mobile Doctors Group having been
threatened, announced or instituted or remaining outstanding which
in any case is material in the context of the Mobile Doctors Group
taken as a whole;
7. since 31 November 2010 and except as disclosed by Mobile
Doctors in writing to Quindell or its professional advisers before
the date of this Announcement, no member of the Mobile Doctors
Group having:
a. (save as between Mobile Doctors and its wholly-owned
subsidiaries) issued or agreed to issue or authorised the issue or
grant of additional shares of any class, or securities convertible
into or exchangeable for, or rights, warrants or options to
subscribe for or acquire any such shares or convertible securities
or transferred or sold any shares out of treasury or redeemed,
purchased, reduced or made any other change to any part of its
share capital;
b. recommended, declared, paid or made any dividend, bonus or
other distribution whether payable in cash or otherwise (other than
dividends (or other distributions) whether payable in cash or
otherwise legally paid or made by any wholly-owned subsidiary of
Mobile Doctors to Mobile Doctors or any of its other wholly-owned
subsidiaries);
c. merged with, demerged or acquired any body corporate,
partnership or business or acquired or disposed of or transferred,
mortgaged, charged or created any security interest over any assets
or any right, title or interest in any assets (including shares in
subsidiaries and trade investments) or authorised or proposed or
announced any intention to effect the same which in any case would
be material in the context of the Mobile Doctors Group taken as a
whole;
d. issued, authorised or proposed the issue of any debentures or
incurred or increased any indebtedness or liability or become
subject to a contingent liability which in any case is material in
the context of the Mobile Doctors Group taken as a whole;
e. entered into, varied or authorised any arrangement,
transaction, contract or commitment other than in the ordinary
course of business (whether in respect of capital expenditure or
otherwise) which is of a long-term, onerous or unusual nature or
magnitude or which involves or could involve an obligation of a
nature and magnitude which is or could restrict the scope of the
existing business of any member of the Mobile Doctors Group which
in any case is material to the Mobile Doctors Group taken as a
whole;
f. entered into, implemented, effected or authorised any merger,
demerger, reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement in relation to itself otherwise than in
the ordinary course of business which in any case is material in
the context of the Offer;
g. waived or compromised any claim which is material to the
Mobile Doctors Group taken as a whole;
h. (other than in respect of a member of the Mobile Doctors
Group which is dormant and was solvent at the relevant time) taken
any corporate action or had any legal proceedings started or
threatened against it for its winding-up (whether voluntary or
otherwise), dissolution or reorganisation or analogous proceedings
in any jurisdiction or for the appointment of a receiver, trustee,
administrator, administrative receiver or similar officer in any
jurisdiction of all or any of its assets and revenues or had any
such person appointed which in any case is material to the Mobile
Doctors Group taken as a whole;
i. been unable or admitted in writing that it is unable to pay
its debts or having stopped or suspended (or threatened to do so)
payments of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business in any case
which is material to the Mobile Doctors Group taken as a whole;
j. made or authorised any change in its loan capital;
k. entered into or varied in any material respect the terms of,
or made any offer (which remains open for acceptance) to enter into
or vary the terms of, any service agreement or arrangement with or
relating to any director or senior executive of any member of the
Mobile Doctors Group;
l. proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any person employed
by any member of the Mobile Doctors Group which in any case is
material in the context of the Offer;
m. made any alteration to its articles of association or other
incorporation or constitutional documents which is material in the
context of the Offer; or
n. entered into any agreement or commitment or passed any
resolution or made any offer or proposed or announced any intention
with respect to any of the transactions, matters or events referred
to in this paragraph 7;
8. except as disclosed by Mobile Doctors in writing to Quindell
or its professional advisers before the date of this Announcement,
Quindell not having discovered:
a. that any financial, business or other information concerning
any member of the Mobile Doctors Group disclosed publicly or
disclosed to Quindell or its professional advisers at any time is
misleading, contains a misrepresentation of fact or omits to state
a fact necessary to make the information therein not misleading
which was not corrected before the date of this Announcement either
by public disclosure through a Regulatory Information Service or to
Quindell and which is material to the Mobile Doctors Group taken as
a whole;
b. that any member of the Mobile Doctors Group is subject to any
liability otherwise than in the ordinary course of business,
contingent or otherwise, which is or would be likely to be material
to the Mobile Doctors Group taken as a whole; or
c. any information which affects the import of any information
disclosed to Quindell at any time by or on behalf of Mobile Doctors
which is material to the Mobile Doctors Group taken as a whole;
PART B
Certain further terms of the Offer
Each of Conditions 1 to 8 inclusive shall be regarded as a
separate condition and shall not be limited by reference to any
other condition. Subject to the requirements of the Panel, Quindell
reserves the right to waive, in whole or in part, all or any of
Conditions 2 to 8 inclusive. The Conditions (if not waived) must be
fulfilled by midnight on the 21st day after the later of the First
Closing Date and the date on which Condition 1 above is fulfilled
(or, in each case, such later date as Quindell may, with the
consent of the Panel, decide) failing which the Offer will lapse.
Quindell shall be under no obligation to waive or treat as
fulfilled any of Conditions 1 to 8 inclusive by a date earlier than
the date specified above for fulfilment notwithstanding that the
other conditions of the Offer may at such earlier date have been
fulfilled and that there are as at such earlier date no
circumstances indicating that any of such conditions may not be
capable of fulfilment.
The Conditions are inserted for the benefit of Quindell and no
Mobile Doctors Shareholder shall be entitled to waive any of the
conditions without the prior written consent of Quindell.
If Quindell is required by the Panel to make an offer for the
Mobile Doctors Shares not already owned by it under the provisions
of Rule 9 of the City Code, Quindell may make such alterations to
the conditions set out above as are necessary to comply with the
provisions of that Rule.
If the Offer lapses, it will cease to be capable of further
acceptance and persons accepting the Offer and Quindell shall
thereupon cease to be bound by acceptances delivered on or before
the date on which the Offer so lapses.
The Offer will be subject to the applicable requirements of the
City Code and the AIM Rules. The Offer and any acceptances under
the Offer and any dispute or claim arising out of or in connection
with them or their subject matter, whether of a contractual or
non-contractual nature, shall be governed by and construed in
accordance with the law of England and Wales and subject to the
jurisdiction of the courts of England and Wales.
Under Rule 13.5 of the City Code, except in relation to any
condition as to acceptances as set out in Condition 1 above, an
offeror should not, without the Panel's consent, invoke any
condition or pre-condition of an offer so as to cause the offer not
to proceed or to lapse, or be withdrawn, unless the circumstances
which give rise to the right to invoke the condition or
pre-condition are of material significance to the offeror in the
context of that offer.
Mobile Doctors Shares will be acquired under the Offer free from
all liens, equitable interests, charges, encumbrances, rights of
pre-emption and other third party rights of any nature whatsoever
together with all rights attaching to them, including the right to
receive and retain all dividends and distributions (if any)
declared, made or paid after the date of this Announcement.
The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements. The Offer will not be made, directly or indirectly,
in or into, any Restricted Jurisdiction.
The Offer will lapse (unless the Panel otherwise consent) if the
Offer or any matter arising from or relating to the Offer is
referred to the UK Competition Commission before 3:00pm on the
First Closing Date or the date on which the Offer becomes or is
declared unconditional as to acceptances, whichever is the
later.
APPENDIX II
SOURCES AND BASES
In this Announcement:
1 Unless otherwise stated, all stated numbers of shares in issue
and percentage calculations are given as at 1 December 2011 (being
the latest practicable date prior to the release of this
Announcement).
2 The entire issued share capital of Mobile Doctors is valued at
approximately GBP2.80 million which is calculated on the basis
of:
2.1 5.833 New Quindell Shares being received for each Mobile
Doctors Share. This ratio is the same as that which applied to the
three purchases of Mobile Doctors Shares made by Quindell earlier
this year which were based on the average Closing Price of a
Quindell Share over the 20 business days prior to 22 July 2011 of 3
pence and the Closing Price of a Mobile Doctors Share of 17.5 pence
on 22 July 2011, being the date of the first acquisition by
Quindell of Mobile Doctors Shares;
2.2 16,712,130 Mobile Doctors Shares being in issue and there
being no outstanding or exercisable options, warrants or other
rights to acquire Mobile Doctors Shares; and
2.3 2.88 pence for each New Quindell Share, being the Closing
Price of a Quindell Share on 1 December 2011 being the last
business day prior to the date of this Announcement.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
A. Mobile Doctors Director
The following Mobile Doctors Director has irrevocably undertaken
to accept or procure acceptance of the Offer in respect of his own
or his connected persons' holding of Mobile Doctors Shares:
Name Number of Mobile Approximate % of
Doctors Shares Mobile Doctors
issued share capital
Matthew Game 2,857,032 17.1
Total 2,857,032 17.1%
B. Other Mobile Doctors Shareholders
The following Mobile Doctors Shareholders have irrevocably
undertaken to accept or procure acceptance of the Offer in respect
of their own or their connected persons' holdings of Mobile Doctors
Shares:
Name Number of Mobile Approximate % of
Doctors Shares Mobile Doctors
issued share capital
Lloyds TSB Development Capital
Limited 4,995,005 29.9
Howard Cammell 1,090,909 6.5
Kevin Nessling 1,090,909 6.5
Paul Crowther 889,735 5.3
Steven Hawes 889,735 5.3
Paul Collin 374,625 2.2
Total 9,330,918 55.7%
C. Further details of the irrevocable undertakings
The irrevocable undertakings set out in paragraphs A and B above
will cease to be binding only on the earlier of the following
events:
(a) if the Offer Document is not posted within 28 days of the
date of release of this Announcement (or within such longer period
as Quindell and Mobile Doctors, with the consent of the Panel, may
agree); or
(b) if the Offer lapses or is withdrawn without having first
become or been declared wholly unconditional.
D. Lock-in Restrictions
1. During the period of 12 months commencing on the date of
allotment and issue of the New Quindell Shares (the "Restricted
Period") each Mobile Doctors Shareholder who has signed an
irrevocable undertaking to accept the Offer agrees that he will not
dispose of, or agree to dispose of, New Quindell Shares ("the
Restricted Shares") or any interests in Restricted Shares without
the prior written consent of the Quindell Board and, for so long as
it remains Quindell's nominated adviser, Daniel Stewart, or such
other person as is from time to time Quindell's Nominated Adviser,
as such term is defined in the AIM Rules (the "Nomad")
2. The restrictions contained in paragraph 1 above shall not
prevent such Mobile Doctors Shareholder from disposing of, or
agreeing to dispose of, Restricted Shares:
a. by way of acceptance of any general offer made to all
shareholders of Quindell to acquire all the ordinary shares of
Quindell ("a Third Party Offer");
b. by means of an irrevocable commitment to accept a Third Party
Offer;
c. pursuant to a plan, compromise or other arrangement between
Quindell and its members or any class of them or between Quindell
and its creditors under any applicable bankruptcy, insolvency, or
other similar law, now or hereafter in effect;
d. pursuant to a compromise or arrangement between Quindell and
its creditors or any class of them or between Quindell and its
members or any class of them which is agreed to by the creditors or
members and sanctioned by the High Court under Part 26 of the
Companies Act 2006;
e. pursuant to a scheme of arrangement under section 110 of the
Insolvency Act 1986 in relation to Quindell;
f. pursuant to any offer by Quindell to purchase its own shares
which is made on identical terms to all holders of ordinary shares
in Quindell;
g. in the event of an intervening court order;
h. by way of transfer to a connected person (in the case of an
individual Mobile Doctors Shareholder, that individual's immediate
family, comprising his spouse, children under the ages of 18 years,
any trust of which any of them is an actual or potential
beneficiary or trustee, or any company where any of them exercises
one third or more of the voting rights) provided that prior to
making such transfer the relevant transferee enters into an
agreement with Quindell and, for so long as it remains Quindell's
nominated adviser, Daniel Stewart, or such other person as is from
time to time Quindell's Nomad in substantially the same terms as
these lock-in restrictions;
i. in the case of an individual Mobile Doctors Shareholder in
the event of such person's death, provided that prior to making any
transfer to the beneficiaries of such deceased Mobile Doctors
Shareholder the proposed transferee enters into an agreement with
Quindell and its Nomad in substantially the same terms as these
restrictions; or
j. in order to satisfy any liability which such Mobile Doctors
Shareholder has to any taxation and with the consent of the
Quindell Board (such consent not to be unreasonably withheld or
delayed).
3. Quindell's Nomad and any other broker appointed by Quindell
may, subject to Quindell's prior written consent, for the purpose
of maintaining an orderly market in the Quindell Shares and/or
satisfying demand from institutional investors for Quindell Shares,
at any time within one month of the Quindell Board's consent being
obtained make an offer to such shareholders as may be approved by
the Quindell Board on behalf of the Nomad itself and/or any other
broker appointed by Quindell itself and/or one or more purchasers
for the purchase of such number of the Restricted Shares as may be
approved by the Quindell Board and such shareholders shall be
entitled to transfer such Restricted Shares in acceptance of such
offer.
4. These restrictions are without prejudice to any obligations
which such Mobile Doctors Shareholder may have from time to time as
a shareholder under the Criminal Justice Act 1993 and the Financial
Services and Markets Act 2000.
5. These restrictions are without prejudice to any pre-existing
lock-in restrictions to which such Mobile Doctors Shareholder is
subject in respect of his holdings of, and interests in, Quindell
Shares.
6. These restrictions shall be binding upon the personal
representatives of an individual Mobile Doctors Shareholder in the
event of such person's death.
APPENDIX IV
DEFINITIONS
In this Announcement the following definitions apply unless the
context requires otherwise:
"Act" the Companies Act 2006 (as amended)
"Acquisition" the proposed acquisition by Quindell
of those Mobile Doctors Shares not
already held by it by means of the
Offer
"Admission" the admission of the New Quindell
Shares and/or, as the context requires,
the LDC Quindell Shares and the
DS Quindell Shares to trading on
AIM becoming effective in accordance
with the AIM Rules
"AIM" the AIM market of the London Stock
Exchange
"AIM Rules" the rules for companies admitted
to AIM as published by the London
Stock Exchange, as amended or re-issued
from time to time
"Announcement" this announcement dated 2 December
2011 made by Quindell under Rule
2.7 of the City Code regarding the
proposed acquisition of Mobile Doctors
by means of the Offer
"Australia" the Commonwealth of Australia, its
possessions and territories and
all areas subject to its jurisdiction
or any political subdivisions thereof
"Authorisations" authorisations, orders, grants,
recognitions, confirmations, determinations,
consents, clearances, certificates,
licences, permissions or approvals
"Canada" Canada, its possessions and territories
and all areas subject to its jurisdiction
or any political subdivisions thereof
"certificated" or "in where a share or other security
certificated form" is not in uncertificated form (that
is, not held in CREST)
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market price
of a Mobile Doctors Share or a Quindell
Share (as applicable) for the day
to which such price relates, as
derived from the AIM appendix to
the Daily Official List of the London
Stock Exchange
"Completion of the Offer" in relation to New Quindell Shares,
the date on which such shares are
allotted and issued
"Conditions" the conditions to the Offer set
out in Appendix I to this Announcement
"CREST" the relevant system (as defined
in the CREST Regulations) of which
Euroclear is the Operator (as defined
in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended
"Daniel Stewart" Daniel Stewart & Company Plc, being
the financial adviser to Quindell
"DS Quindell Shares" 4,000,000 Quindell Shares to be
issued at 2.5 pence per share to
Daniel Stewart upon the Offer becoming
or being declared unconditional
"Enlarged Group" the Quindell Group as enlarged by
the Acquisition
"Enlarged Issued Share the issued share capital of Quindell
Capital" as enlarged by (i) the issue of
the New Quindell Shares (assuming
full acceptance of the Offer), (ii)
the issue of the LDC Quindell Shares
and (iii) the issue of the DS Quindell
Shares
"Euroclear" Euroclear UK & Ireland Limited (formerly
known as CrestCo Limited), a company
incorporated under the laws of England
and Wales under number 2878738
"First Closing Date" 21 days from the date on which the
Offer Document is published
"Form of Acceptance" the form of acceptance and authority
relating to the Offer which will
accompany the Offer Document
"FSA" the Financial Services Authority
"Independent Directors" Mark Dillon, Robert Bright and Peter
or "Independent Directors Opperman
of Mobile Doctors"
"Japan" Japan, its possessions and territories
and all areas subject to its jurisdiction
or any political subdivision thereof
"LDC" Lloyds TSB Development Capital Limited
registered in England with registered
number 1107542
"LDC Quindell Shares" the 44,545,600 Quindell Shares to
be issued at 2.5 pence per share
to LDC and certain associated undertakings
pursuant to the Re-financing Agreement
"Lloyds TSB CF" Lloyds TSB Commercial Finance Limited
registered in England & Wales with
registered number 733011
"lock-in restrictions" the lock-in restrictions to which
the New Quindell Shares to be issued
and allotted to (or as directed
by) the Locked-in Parties will be
subject, of which further details
are set out in Part D of Appendix
III of this Announcement
"Locked-in Parties" LDC, Matthew Game, Howard Cammell,
Kevin Nessling, Paul Crowther, Steven
Hawes and Paul Collin
"2001 Loan Notes" the GBP3,950,000 Subordinated Secured
Loan Notes 2010 of Mobile Doctors
constituted by a Loan Note Instrument
dated 19 October 2001 as varied
by Deed of Variation dated 20 June
2007 between Mobile Doctors Solutions
(1) and LDC (2) and currently all
held by LDC, of which the outstanding
principal amount together with accrued
interest thereon as at 1 November
2011 was GBP866,328.11
"2007 Loan Notes" the GBP115,000 Unsecured Loan Notes
2012 of Mobile Doctors Solutions
constituted by a Loan Note Instrument
dated 18 July 2007 of Mobile Doctors
Solutions currently all held by
LDC, of which the outstanding principal
amount together with accrued interest
thereon as at 1 November 2011 was
GBP115,645.89
"Loan Notes" the 2001 Loan Notes and the 2007
Loan Notes
"London Stock Exchange" London Stock Exchange Plc
"MDG Offer Shares" all the Mobile Doctors Shares but
excluding the Mobile Doctors Shares
held by Quindell
"Mobile Doctors" Mobile Doctors Group Plc, registered
in England & Wales with registered
number 5383361
"Mobile Doctors Directors" the directors of Mobile Doctors
or "Mobile Doctors Board" from time to time
"Mobile Doctors Group" Mobile Doctors, its subsidiaries
and subsidiary undertakings and
"member of the Mobile Doctors Group"
shall be construed accordingly
"Mobile Doctors Limited" Mobile Doctors Limited, registered
in England & Wales with registered
number 02446392, a wholly owned
subsidiary of Mobile Doctors Solutions
"Mobile Doctors Shareholders" holders of Mobile Doctors Shares
"Mobile Doctors Shares" ordinary shares of 40 pence each
in the capital of Mobile Doctors
"Mobile Doctors Solutions" Mobile Doctors Solutions Limited,
registered in England & Wales with
registered number 4215291, a wholly
owned subsidiary of Mobile Doctors
"New Quindell Shares" new Quindell Shares proposed to
be allotted and issued credited
as fully paid as consideration under
the Offer (for the avoidance of
doubt this excludes the LDC Quindell
Shares and the DS Quindell Shares)
"Offer Document" the document to be sent to Mobile
Doctors Shareholders setting out,
inter alia, the terms and conditions
of the Offer
"Offer" the recommended all share offer
to be made by Quindell to acquire
all the issued share capital of
Mobile Doctors not already owned
by it on the terms and conditions
to be set out in the Offer Document
and, in the case of Mobile Doctors
Shares held in certificated form,
the Form of Acceptance and, where
the context so requires, any subsequent
revision, variation, extension or
renewal thereof
"Panel" the Panel on Takeovers and Mergers
"Pounds", "pence" and the lawful currency of the United
"GBP" Kingdom
"Quindell" Quindell Portfolio Plc, registered
in England & Wales with registered
number 5542221
"Quindell Directors" the directors of Quindell from time
or "Quindell Board" to time
"Quindell Group" Quindell, its subsidiaries and subsidiary
undertakings and "member of the
Quindell Group" shall be construed
accordingly
"Quindell Shares" ordinary shares of 1 pence each
in the capital of Quindell
"Re-financing Agreement" the agreement dated 1 December 2011
between Quindell (1), LDC (2), Mobile
Doctors (3) and Mobile Doctors Solutions
(4) relating to the re-financing
of the Loan Notes
"Regulatory Information any information service authorised
Service" by the FSA for the purpose of disseminating
regulatory announcements
"Relevant Authority" any central bank, government, government
department or governmental, quasi-governmental,
supranational, statutory, regulatory
or investigative body, authority
(including any national anti-trust
or merger control authority), court,
trade agency, association, institution
or professional or environmental
body or any other person or body
whatsoever in any relevant jurisdiction
"Restricted Jurisdiction" the United States, Australia, Canada
and Japan and any other jurisdiction
to which or where the extension
or acceptance of the Offer would
breach or violate the laws of that
jurisdiction or the offering of
the Quindell Shares would require
registration
"Seymour Pierce" Seymour Pierce Limited, being the
financial adviser to Mobile Doctors
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland
"United States", "US" the United States of America, its
or "USA" territories and possessions, any
State of the United States of America
and the District of Columbia and
all other areas subject to its jurisdiction
All references to legislation in this Announcement are to
English legislation unless the contrary is indicated. Any reference
to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof, save to the extent
that any such amendment, modification, re-enactment or extension
imposes any new or extended liability or restriction on a
party.
Words importing the singular shall include the plural and vice
versa and words importing the masculine gender shall include the
feminine or neutral gender.
The terms 'subsidiary' and 'subsidiary undertakings' have the
respective meanings given to them by the Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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