Mears Group PLC
09 March 2007
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For immediate release
9 March 2007
Mears Group PLC
Recommended offer for Careforce Group plc and Proposed Placing to raise
approximately GBP25.2 million: posting of Offer Document, Equivalent Document
and EGM Circular
Board appointment
Further to the announcement made on 5 March 2007 of a recommended offer by Mears
Group PLC ('Mears') to acquire the entire issued and to be issued share capital
of Careforce Group plc ('Careforce') ('the Offer'), Mears announces that the
offer document containing the full terms and conditions of the Offer ('the Offer
Document') together with an equivalent document relating to Mears approved by
the UK Listing Authority is being posted to Careforce Shareholders today,
together with the Form of Acceptance.
If you hold Careforce Shares in certificated form, to accept the Offer you
should complete, sign and return the Form of Acceptance as soon as possible and,
in any event, so as to be received by Lloyds TSB Registrars by no later than
1.00 p.m. on 30 March 2007.
If you hold Careforce Shares in uncertificated form (that is, in CREST), to
accept the Offer you should accept the Offer electronically through CREST in
accordance with the instructions set out in the Offer Document so that the TTE
Instruction settles by no later than 1.00 p.m. on 30 March 2007. If you hold
Careforce Shares as a CREST sponsored member, you should refer to your CREST
sponsor as only your CREST sponsor will be able to send the necessary TTE
Instruction to CRESTCo.
Copies of the Offer Document and the Form of Acceptance are available for
inspection and collection (during normal business hours only) from Lloyds TSB
Registrars at The Causeway, Worthing, West Sussex, BN99 6DA until the Offer
closes. The Equivalent Document, which comprises an AIM Admission Document under
the AIM Rules, will be available free of charge from the offices of Investec, 2
Gresham Street, London EC2V 7QP for a period of one month.
Mears is today also posting to Mears Shareholders a circular containing a notice
of Extraordinary General Meeting to be held at 11 a.m. on Monday, 2 April 2007
at the offices of Investec, 2 Gresham Street, London, EC2V 7QP at which the
approval of Mears Shareholders for the Placing will be sought. In the event that
Mears Shareholders do not approve the issue of the Placing Shares to implement
the Placing, the Offer will lapse. In the event that the Placing is approved but
the Offer lapses, the Placing will proceed with the net proceeds being applied
to finance expansion by Mears into the domiciliary care market. Admission of the
Placing Shares is expected to occur on Wednesday, 4 April 2007 which may be
before the Offer is declared unconditional as to acceptances.
Board appointment
Mears is pleased to announce that Andrew Smith has today been appointed to the
Board of Mears. Andrew Smith (aged 34) qualified as a Chartered Accountant in
1994 and prior to joining Mears in December 1999 worked as an auditor with Grant
Thornton. Prior to his appointment to the Board, Andrew was finance director
covering the Mears Group's subsidiaries. Andrew Smith holds 130,000 options over
Mears Shares.
Andrew Smith is a director of Mears Limited and Mears Building Services Limited
and has confirmed that there is no further information to be disclosed under
Schedule 6(g) of the AIM Rules.
Terms defined in the Offer Document and the Equivalent Document have the same
meaning in this announcement.
Enquiries
Mears Group PLC
Bob Holt / David Robertson 01453 511 518
Investec
Keith Anderson
Michael Ansell
Daniel Adams 020 7597 5970
This information is provided by RNS
The company news service from the London Stock Exchange
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