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Thursday 22 April, 2010


Scheme of arrangement

RNS Number : 6514K
22 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

22 April 2010

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

Scheme of Arrangement sanctioned by Court


Care UK plc ("Care UK") announces that at a hearing held earlier today, the High Court of Justice in England and Wales (the "Court") sanctioned the Scheme to effect the recommended acquisition of Care UK by Warwick Bidco Limited.


In order for the Scheme to become effective in accordance with its terms, the Court must confirm the Capital Reduction at the Capital Reduction Hearing which is scheduled to take place on 26 April 2010.


Dealings in Care UK Shares on the London Stock Exchange will be suspended with effect from 7.30 a.m. (London time) on 26 April 2010. It is expected that the Scheme will become effective at 7.00 a.m. (London time) on 27 April 2010 and that the cancellation of the admission to trading of Care UK Shares on the London Stock Exchange's main market for listed securities and the admission of the Care UK Shares to the Official List will take place at 8.00 a.m. (London time) on 27 April 2010.


Upon the Scheme becoming effective, holders of Scheme Shares will be entitled to receive 450 pence for each Scheme Share held by them at the Scheme Record Time (6:00 p.m. (London time) on 23 April 2010).


The consideration due to Scheme Shareholders will be sent no later than 11 May 2010.


Capitalised terms used but not defined in this announcement have the same meanings as given to them in the circular containing the Scheme that was sent to Care UK Shareholders on 10 March 2010.


A copy of this announcement will be available on the Care UK website at by no later than 12 noon on 23 April 2010.




Care UK
Michael Averill, Senior Independent Director

Tel:       020 7330 8272

Investec (financial adviser to Care UK)
Patrick Robb
Martin Smith

Tel:       020 7597 5970

Financial Dynamics (PR advisers to Care UK)
Ben Brewerton
Jonathan Birt

Tel:       020 7831 3133


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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