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Tuesday 30 November, 2004

TBG CareCo Limited

Offer Update

TBG CareCo Limited
30 November 2004

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
                        FROM AUSTRALIA, CANADA OR JAPAN

                                                                30 November 2004

                             RECOMMENDED CASH OFFER

                          outside the United States by

                     UBS INVESTMENT BANK and DEUTSCHE BANK

                              for and on behalf of

                               TBG CARECO LIMITED

              a company formed at the request of funds advised by

                                   BLACKSTONE

                          and in the United States by

                               TBG CARECO LIMITED

              for all the issued and to be issued share capital of

                                    NHP PLC

  FURTHER IRREVOCABLE UNDERTAKING AND STATEMENT OF INTENT TO ACCEPT THE OFFER

Further to yesterday's announcement of a recommended cash offer (the 'Offer') of
260p per ordinary share of NHP Plc (an 'NHP Share') by TBG CareCo Limited and
NHP plc, TBG CareCo is pleased to announce that it has received an additional
irrevocable undertaking from Lansdowne Partners Limited in respect of 14,383,214
NHP Shares representing approximately 6.9 per cent. of the issued NHP Shares.
TBG CareCo has also received an additional statement of intent in respect of
10,767,457 NHP Shares representing approximately 5.2 per cent. of the issued NHP
Shares.

The irrevocable undertaking received will lapse (i) if a competing offer
exceeding 275 pence per share is made by a third party within 14 days of the
date of the Offer announcement and is not subsequently matched by TBG CareCo
within 21 days of such competing offer, or (ii) if the Offer lapses or is
withdrawn without becoming or being declared unconditional in all respects.

TBG CareCo has now received irrevocable undertakings and statements of intent to
accept the Offer in respect of a total of 88,547,300 NHP Shares representing
approximately 42.6 per cent. of the issued NHP Shares.

This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale, issuance or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law.

UBS is acting exclusively for Blackstone and TBG CareCo in connection with the
Offer and no-one else and will not be responsible to anyone other than
Blackstone and TBG CareCo for providing the protections afforded to clients of
UBS nor for providing advice in relation to the Offer or in relation to the
content of this announcement or any other transaction or arrangement referred to
herein.

Deutsche Bank, which is regulated by the Financial Services Authority for the
conduct of designated investment business in the UK, is acting exclusively for
Blackstone and TBG CareCo and no-one else in connection with the Offer, and will
not be responsible to anyone other than Blackstone and TBG CareCo for providing
the protections afforded to clients of Deutsche Bank nor for providing advice in
relation to the Offer or in relation to the content of this announcement or any
other transaction or arrangement referred to herein.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.

Copies of this announcement and any formal 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 Australia, Canada or Japan and
will not be capable of acceptance by any such use, instrumentality or facility
within Australia, Canada or Japan and persons seeking such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from Australia, Canada or Japan. The Offer
(unless otherwise determined by TBG CareCo and permitted by applicable law and
regulation), will not be made, directly or indirectly, in or into, or by the use
of mails or any means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of Australia, Canada
or Japan and the Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities.

The ability of NHP Shareholders who are not resident in the United Kingdom or
the United States to accept the Offer may be affected by the laws of the
relevant jurisdictions in which they are located. Persons who are not resident
in the United Kingdom or the United States should inform themselves of, and
observe, any applicable requirements.

TBG CareCo or companies in association with TBG CareCo may purchase NHP Shares
otherwise than under the Offer, such as in open market or privately negotiated
purchases. Such purchases may be made either directly or through a broker and
such purchases shall comply with the applicable laws of the UK as well as the
rules of the London Stock Exchange and the City Code. TBG CareCo shall disclose
in the UK and the United States by means of a press release such purchases of
NHP Shares outside the Offer as required by applicable UK law, as well as the
rules of the London Stock Exchange and the City Code.

The Offer in the United States is being made solely by TBG CareCo pursuant to an
exemption from the US tender offer rules provided by Rule 14d-1(c) under the US
Securities Exchange Act of 1934 (as amended). Neither UBS, Deutsche Bank, nor
any of their respective affiliates, is making the Offer in the United States.


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

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