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Lifeline For HCL plc?

Lifeline For HCL plc?

HCL Plc has issued a company update and announcement of an Indicative Proposal of a Capital Injection and Offer for Healthcare Locums plc ("HCL" or "the Company").

Further to the Company update announcement made on 23 January 2013, the Board can now provide a further update on developments. The Board is continuing to explore ways to deliver on the Group's strategy. In the UK the Board remains convinced that the best way to grow the business is to align the Company objectives with those of the NHS, providing high quality workforce solutions through the procurement frameworks. By delivering high standards of compliance and working closely with customers to understand their detailed requirements we aim to expand the business significantly and the Board is seeking the necessary funding to ensure the Company's future financial stability to support this growth. Similarly, the Board believes the Group's Australian business has significant opportunities for growth in the medium term.

As previously reported, the Company's two main shareholders, Toscafund Asset Management LLP ("Toscafund") and Ares Capital Europe Limited ("ACE"), support this strategy. The Company's banks also remain supportive of the business.

The Board today announces that, in connection with its seeking an injection of further capital into the Company, it has received an indicative joint proposal ("Indicative Proposal") from Toscafund and ACE to acquire all the outstanding ordinary shares of the Company not already owned by them and their concert parties at a price in cash of at least 0.54 pence per share, being the closing market price of an HCL share on 5 February 2013. Parties acting in concert with Toscafund, ACE and parties acting in concert with ACE own, in aggregate, approximately 72.5 per cent. of the issued share capital of the Company. Subject to reaching agreement with the Company and the lending banks, Toscafund and ACE have indicated their joint intention to inject significant capital into the business following successful completion of an offer.

This announcement is made with the consent of Toscafund and ACE although there can be no certainty that an offer will ultimately be made for HCL, nor as to the terms on which any offer may ultimately be made. Toscafund and ACE reserve the right to announce an offer at a lower price with the agreement of the Board.

In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code"), Toscafund and ACE will have until 5pm on 6 March 2013 to announce either a firm intention to make an offer for HCL or that they do not intend to make an offer. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code. In accordance with Rule 2.10 of the Code, the Company announces that it has 847,799,742 ordinary shares of 10 pence each in issue. The International Securities Identification Number ("ISIN") for the ordinary shares is GB00B0MD8242. A copy of this announcement will be available, subject to certain restrictions, for inspection on HCL's website at The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.


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