Proposed Loan/Approval of War

RNS Number : 1130F

CareCapital Group plc

06 October 2008

 



 CARECAPITAL GROUP PLC 

("CareCapital or "the Company")

PROPOSED LOAN

PROPOSED GRANT OF 26,666,667 WARRANTS

 
APPROVAL OF WAIVER OF THE OBLIGATION UNDER RULE 9 OF THE CITY CODE ON TAKEOVERS AND MERGERS

NOTICE OF EXTRAORDINARY GENERAL MEETING

As detailed in the 2007 annual report and in the interim accounts announced on 23 September 2008, CareCapital Group plc, the healthcare real estate developer and owner, is pleased to announce that it has agreed the terms of a £4 million proposed loan facility to be provided to the Company by Dr Michael Sinclair, who is the Company's executive chairman. The proposed loan facility is expected to be finalised next week. The loan to be made pursuant to the proposed loan facility will be made available for drawdown until the close of business on 7 November 2008.

Upon drawdown of the loan and in recognition of the fact that Dr Sinclair is giving security to the Bank providing the loan, it is proposed that 26,666,667 Warrants be granted to certain parties including Dr Michael Sinclair, Paul Stacey and Steve Wilden, being the three executive directors of the Company. The Warrants are exercisable at 15p for a term of five years.  

The Transaction constitutes a related party under the AIM Rules. The Independent Directors, who have been so advised by the Company's nominated adviser, Daniel Stewart & Company plc, believe that the terms of the Transaction are fair and reasonable so far as shareholders are concerned..

Dr Michael Sinclair, Paul Stacey and Steve Wilden are members of the Concert Party (as defined in the circular). On exercise of the Warrants, and assuming that only the Concert Party exercise all of their options, and that the Bank exercises its Put Option (which enables them to require Dr Sinclair to buy their Warrants, as more fully described in the circular), the Concert Party will together be the beneficial owners of 48.3 per cent. of the then issued share capital of the Company. Alternatively, should the members of the Concert Party only exercise all their options, the Concert Party would together hold 31.0 per cent. of the then issued share capital of the Company. 

In either case, this would normally require the Concert Party to make a mandatory offer under Rule 9 of the City Code, for all the Ordinary Shares not held by it. In order to avoid this requirement, shareholders are being asked to vote on resolutions to approve a waiver by the Panel of any obligation related to the Transaction on the part of members of the Concert Party to make a mandatory offer to shareholders under Rule 9 of the City Code.

A circular was sent to shareholders on Friday 3 October 2008 which provides details of the proposed loan facility and proposed grant of 26,666,667 Warrants (together, "the Transaction") and which seeks shareholder approval for the Transaction at an Extraordinary General Meeting convened for 27 October 2008.

A copy of the circular is also available from the Company's website www.carecapital.co.uk.

For further information please contact:

Paul Stacey - Chief Executive

Steve Wilden - Finance Director

CareCapital Group plc                         Tel: [phone]

Lindsay Mair, Charlotte Stranner

Daniel Stewart & Company plc            Tel: [phone]

 

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