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Thursday 20 January, 2005

TBG CareCo Limited

Offer Update

TBG CareCo Limited
20 January 2005

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

                                                                 20 January 2005



                             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



Acceptances, purchases, Offer unconditional as to acceptances and extended

TBG CareCo announces that, as at 3:00 p.m. (London time) on 19 January 2005,
valid acceptances of the Offer have been received in respect of 163,516,471 NHP
Shares, representing approximately 78.70 per cent. of the issued NHP Shares.

Included within the acceptances are those acceptances received pursuant to the
irrevocable undertakings to accept the Offer given by the NHP Directors and
certain institutional NHP Shareholders in respect of a total of 24,905,973 NHP
Shares, representing approximately 11.99 per cent. of the issued NHP Shares, as
detailed in the Offer Document.

In addition, on 19 January 2005, after 3:00 p.m., TBG CareCo acquired in the
market 16,305,431 NHP Shares, representing approximately 7.85 per cent. of the
issued NHP Shares.

TBG CareCo is pleased to announce that shortly after the market purchase
described above, the Offer was declared unconditional as to acceptances and was
extended and will remain open for acceptances until 3:00 p.m. (London time) on 6
February 2005.

Immediately following the Offer having been declared unconditional as to
acceptances, a valid acceptance was received in respect of 7,378,976 NHP Shares,
representing approximately 3.55 per cent. of the issued NHP Shares.

Accordingly, TBG CareCo has acquired or received valid acceptances in respect
of, in aggregate, 187,200,878 NHP Shares, representing approximately 90.10 per
cent. of the issued NHP Shares.

General

Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and in the Form
of Acceptance so as to be received by the Receiving Agent as soon as possible
and, in any event, by no later than 3:00 p.m. (London time) on 6 February 2005.

Save as disclosed in this announcement, neither TBG CareCo nor, so far as TBG
CareCo is aware, any person acting in concert with TBG CareCo for the purpose of
the Offer, held any NHP Shares (or rights over NHP Shares) immediately prior to
the commencement of the Offer Period, or has acquired or agreed to acquire any
NHP Shares (or rights over NHP Shares) since the commencement of the Offer
Period.

Terms defined in the Offer Document have the same meanings in this announcement.



ENQUIRIES

UBS Investment Bank (joint financial advisor to Blackstone and TBG CareCo)

Liam Beere
Tel: +44 20 7568 0000

Hugo Robinson
Tel: +44 20 7568 0000

Deutsche Bank (joint financial advisor to Blackstone and TBG CareCo)

Richard Finston
Tel: +44 20 7545 8000

Mark Cross
Tel: +44 20 7545 8000



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 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
UBS nor for providing advice in relation to the Offer or in relation to the
contents 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 contents 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                                                                                                                                                           

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