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RNS Number : 7417T
Quindell Portfolio PLC
12 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 THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
12 December 2011
RECOMMENDED SHARE OFFER
for
MOBILE DOCTORS GROUP PLC
by
QUINDELL PORTFOLIO PLC
OFFER UPDATE - OFFER DECLARED WHOLLY UNCONDITIONAL
Introduction
On 2 December 2011, the board of directors of Quindell Portfolio
Plc ("Quindell") and the Independent Directors of Mobile Doctors
Group Plc ("Mobile Doctors") announced that they had reached
agreement on the terms of a recommended all share offer to be made
by Quindell for Mobile Doctors (the "Offer").
On 7 December 2011, Quindell published and posted to Mobile
Doctors Shareholders the document containing the full terms and
conditions of the Offer (the "Offer Document") together with the
relevant Form of Acceptance in respect of Mobile Doctors Shares
held in certificated form.
On 9 December 2011, Quindell announced that, as at 1.00 p.m. on
8 December 2011, it had received acceptances in respect of
12,187,950 MDG Offer Shares, representing approximately 92.4 per
cent. of the MDG Offer Shares and approximately 72.9 per cent. of
the existing issued share capital of Mobile Doctors and accordingly
the Offer was declared unconditional as to acceptances.
Offer Wholly Unconditional
Quindell received confirmation from the London Stock Exchange on
Friday, 9 December 2011 that Condition 2 as set out on page 25 of
the Offer Documenthad been satisfied. Quindell confirms that all
other Conditions of the Offer, as set out on pages 25 to 29 of the
Offer Document have now been fulfilled or waived and, accordingly,
the Offer has been declared wholly unconditional. Admission to AIM
will occur, and trading commence, for the 71,092,308 New Quindell
Shares allotted pursuant to the acceptances referred to above at
8.00am today, being Monday 12 December 2011.
The Offer will remain open for acceptance until 11 January 2012.
Acceptances of the Offer should be received in accordance with the
instructions contained in the Offer Document and (in the case of
Mobile Doctors Shares held in certificated form) the Form of
Acceptance.
Proposed Cancellation of admission of Mobile Doctors Shares
Further to this announcement of the Offer being declared wholly
unconditional, Quindell will seek cancellation of admission to
trading on AIM of Mobile Doctors Shares ("Cancellation").
The last day of dealings in Mobile Doctors Shares will be 10
January 2012 and the effective date of Cancellation will be 11
January 2012.
Upon the Cancellation becoming effective, Seymour Pierce will
cease to be nominated adviser to Mobile Doctors. Mobile Doctors
will no longer be required to comply with the AIM Rules and Mobile
Doctors will no longer be bound (or able) to announce, via a
regulatory information service, material events, administrative
changes or material transactions or to announce interim or final
results.
Upon the Cancellationbecoming effective, Mobile Doctors' CREST
facility will be cancelled and Mobile Doctors Shares held in
uncertificated form prior to Cancellation will be converted into
certificated form and Mobile Doctors Shareholders who hold such
shares will be sent share certificates to their registered
addresses by first class post (at their own risk).
Cancellation will significantly reduce the liquidity and
marketability of any Mobile Doctors Shares which have not been
acquired by Quindell under the Offer, there would no longer be a
public trading facility for Mobile Doctors Shares and their value
may be affected as a consequence.
If you are in any doubt about the action you should take, you
are recommended to seek your own independent financial advice
immediately from your stockbroker, solicitor, accountant or other
independent financial adviser authorised under FSMA if you are
resident in the UK or, if not, from another appropriately
authorised financial adviser.
LDC Quindell Shares and DS Quindell Shares
Under the terms of the Re-financing Agreement entered into by
Quindell, LDC, Mobile Doctors and Mobile Doctors Solutions, LDC
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.
Following the Offer becoming unconditional Quindell has issued
the LDC Quindell Shares. In addition Quindell has issued the
4,000,000 DS Quindell Shares.
Quindell will today make application for the DS Quindell Shares
and the LDC Quindell Shares, totalling in aggregate 48,545,600 new
Quindell Shares, to be admitted to trading on AIM. Admission to AIM
of the LDC Quindell Shares and the DS Quindell Shares is expected
to occur on and trading to commence at 8.00 a.m. on 16 December
2011.
Following the issue of the New Quindell Shares, the LDC Quindell
Shares and the DS Quindell Shares, Quindell now has 1,988,636,408
ordinary shares of 1p each in issue. This is the number which
should be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change in their interest in, the
share capital of the Company under the FSA's Disclosure and
Transparency Rules.
The New Quindell Shares are subject to lock-in arrangements for
12 months from today's date and the LDC Quindell Shares are subject
to lock-in arrangements for 6 months from today's date.
Capitalised terms used but not defined in this announcement
shall have the respective meanings given to them in the Offer
Document.
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
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 is made by the Offer Document which
contains 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, 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.
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 is 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.
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 12 December
2011 and during the course of the Offer.
Responsibility
The Quindell Directors accept responsibility for the information
contained in this announcement. 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 is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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