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Angel Offer For HCL Declared Unconditional

Angel Offer For HCL Declared Unconditional


On 11 April 2013, the Board of Directors of Angel Acquisitions Limited ("Angel Acquisitions") and the Board of Directors of Healthcare Locums plc ("HCL") announced the terms of a recommended offer to be made by Angel Acquisitions to acquire the entire issued ordinary share capital of HCL (the "Offer"). The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document issued by Angel Acquisitions on 17 April 2013 (the "Offer Document").

Capitalised terms used in this announcement have the same meanings given to them in the Offer Document unless stated otherwise. All references to time in this announcement are to London time.

HCL Shares Acquired

The Angel Acquisitions Board announces that as at 7 am on 22 April 2013, Angel Acquisitions has acquired 589,969,453 shares from ACE Holdco and Tosca Opportunity, representing approximately 69.6% of the entire issued share capital of HCL (the "Acquired Shares"). The Offer did not relate to the Acquired Shares, which were acquired pursuant to the terms of a Joint Venture Agreement between Angel Acquisitions, Tosca Opportunity, ACE Holdco and Ares Europe, and not pursuant to the Offer.

Offer Declared Wholly Unconditional

Angel Acquisitions refers to paragraph 1(a) of Part A of Appendix I to the Offer Document and hereby announces that it is electing to waive the condition set out in that paragraph as to acceptances of the Offer, together with all other conditions of the Offer which have not yet been satisfied or waived.

Accordingly, Angel Acquisitions today announces that all of the conditions to the recommended Offer for HCL have been satisfied or waived and that the Offer is declared wholly unconditional.


The consideration to which any HCL Shareholder accepting the Offer is entitled under the Offer will be settled (i) in the case of valid acceptances received on or before the date of this announcement, on or before 6 May 2013 and (ii) in the case of valid acceptances received after the date of this announcement, but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.


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