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Wednesday 07 April, 2010


European Commission Clearance

RNS Number : 8509J
07 April 2010


Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction

7 April 2010

Recommended Proposals for the cash acquisition of Care UK plc by Warwick Bidco Limited

European Commission Clearance

Warwick Bidco is pleased to announce that the European Commission has unconditionally cleared the proposed acquisition of Care UK by Warwick Bidco.

The Scheme remains conditional upon the satisfaction or, if permitted, waiver of the remaining conditions of the Scheme set out in the scheme document dated 10 March 2010 ("Scheme Document") including, inter alia, the sanction of the Scheme and confirmation of the Capital Reduction by the Court.  The Court Hearings to sanction the Scheme and confirm the Capital Reduction are expected to take place on 22 April 2010 and 26 April 2010 respectively and it is expected the Scheme will become effective on 27 April 2010. 

The dates stated above are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the associated Capital Reduction and the date on which the conditions set out in Part III of the Scheme Document are satisfied or (if capable of waiver) waived.

Capitalised terms used have the same meaning as set out in the Scheme Document.


Copies of this announcement will be available on the Company's website at by no later than 12 noon on 8 April 2010.



James Murray

Tel:  020 7432 3555

Rothschild (financial adviser to Bridgepoint and Warwick Bidco)
Hedley Goldberg
Antoine Lejeune

Tel:  020 7280 5000


Rothschild, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Warwick Bidco and Bridgepoint in connection with the Proposals and will not be responsible to anyone other than Warwick Bidco and Bridgepoint for providing the protections afforded to the clients of Rothschild or for providing advice in relation to the Proposals or to the matters referred to in this announcement.



Dealing disclosure requirements


Under the provisions of Rule 8.3 of the Takeover Code if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant  securities" of Care UK, all "dealings" in any "relevant securities" of Care UK (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes Effective (or if implemented by way of an Offer, the Offer becomes, or is declared, unconditional as to acceptances) or otherwise lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Care UK, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of Care UK by Warwick Bidco or Care UK or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.


A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at


"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.


Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website.


If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

Overseas Jurisdictions

This announcement has been prepared in accordance with English law, the Takeover Code and the Disclosure and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.


Copies of this announcement 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 it in or into or from any Restricted Jurisdiction.

This information is provided by RNS
The company news service from the London Stock Exchange

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