Healthcare Locums To Be Acquired by Angel Acquisitions
Healthcare Locums To Be Acquired by Angel Acquisitions
Following the announcement made by Healthcare Locums plc on 6 February 2013 in relation to an indicative proposal being received from ACE Limited and Toscafund (with (i) ACE Limited and (ii) Toscafund and certain of their respective concert parties being the "Consortium"), the Directors of HCL and the Board of Angel Acquisitions are pleased to announce that they have reached agreement on the terms of a recommended cash offer by Angel Acquisitions for the entire issued and to be issued share capital of HCL not already acquired or agreed to be acquired by Angel Acquisitions to be implemented by means of a takeover offer within the meaning of Part 28 of the Companies Act.
• Under the terms of the Offer, HCL Shareholders will be entitled to receive 0.75 pence in cash for each HCL Share (the "Offer Price").
• The Offer Price represents a premium of approximately:
o 47.1 per cent. to the closing price of 0.51 pence per HCL Share on 10 April 2013, being the last Business Day prior to the publication of this announcement and
o 38.9 per cent. to the closing price of 0.54 pence per HCL Share on 5 February 2013, being the last Business Day prior to the commencement of the Offer Period.
• On 23 January 2013 HCL issued a company update disclosing that its financial forecasts and projections indicated that there was likely to be a need for additional capital funding in the next 12 months and also that it may not meet its banking covenants in March and June 2013.
• Angel Acquisitions believes that the Company requires further operational and financial restructuring in addition to the additional capital requirements that have been identified by the Company. Angel Acquisitions also believes that it is better for the Company to cancel the admission to trading of the HCL Shares on AIM ("De-list") prior to undertaking any such restructuring, in part because of the ability of the Company to engage more quickly and confidentially with its customers after De-listing, and Angel Acquisitions is only willing to provide further capital funding on this basis. Angel Acquisitions believes that a De-listing will also enable the Company to reduce its administrative and regulatory overheads as well as freeing it from the need to commit significant management resources to complying with the continuing public disclosure requirements that arise as a result of being a listed company.
• Having concluded that the Company requires additional capital, it became apparent to the Board of HCL that it would require the support of its majority shareholders to obtain further funding. Angel Acquisitions, as the investment vehicle for the Consortium, is prepared to provide certain funding support to the Company but this is conditional upon a number of matters occurring, including the De-listing and the restructuring completing. The Board of HCL has further concluded that without additional funding there will be little or no equity value left in the business. As Angel Acquisitions has already agreed to acquire, conditional on the Offer becoming or being declared unconditional in all respects, or received irrevocable undertakings to accept the Offer in respect of 77.97 per cent. in aggregate of HCL's existing share capital, Angel Acquisitions does not require any further shares to be accepted into the Offer for the Acceptance Condition to be satisfied and accordingly it is highly likely that the Offer will be completed and that the Company will be De-listed. Following the De-listing, the Board of HCL believe that shareholders would be likely to have limited opportunity to sell their shares and if the restructuring were to proceed as envisaged, minority shareholders would suffer significant economic dilution.
• The Company has reached agreement with the Senior Lenders regarding certain key changes to the Senior Facilities Agreement. This agreement is conditional upon Angel Acquisitions providing up to £10 million of new funding to the Company and Angel Acquisition's agreement to do so is, in turn, conditional upon the Offer becoming or being declared unconditional in all respects and HCL being De-listed. The Senior Lenders have given their consent to the change of control resulting from the Offer and to the De-listing of HCL.
• Given this background, the Directors of HCL, who have been so advised by Investec, consider the terms of the Offer to be fair and reasonable. In providing its advice, Investec has taken into account the commercial assessments of the Directors of HCL. Accordingly, the Directors of HCL intend unanimously to recommend that HCL Shareholders accept the Offer.
• Angel Acquisitions is a newly incorporated company formed for the purpose of making and implementing the Offer. It is currently owned as to 50 per cent. by ACE Holdco and 50 per cent. by Tosca Opportunity and, following the Offer becoming or being declared unconditional in all respects, is expected to be owned as to 43.5 per cent. by ACE Holdco and ACE Limited and 56.5 per cent. by Tosca Opportunity.
• The Consortium hold approximately 72.50 per cent. in aggregate of HCL's existing issued share capital. Pursuant to the Joint Venture Agreement, ACE Holdco and Tosca Opportunity have agreed to sell, and Angel Acquisitions has agreed to acquire, conditional upon the Offer becoming or being declared unconditional in all respects, all of the HCL Shares held by any of ACE Holdco and investment funds managed by Toscafund (other than HCL Shares representing 2.90 per cent. of HCL's existing issued share capital held by certain investment funds managed by Toscafund that are subject to restrictions on holdings in private companies which will instead be sold to Angel Acquisitions for cash pursuant to the Offer) in consideration for the issue to ACE Holdco and Tosca Opportunity of shares in Angel Acquisitions. In addition, Angel Acquisitions has received irrevocable undertakings from all those Directors of HCL who hold HCL Shares and from Toscafund to accept or procure the acceptance of the Offer in respect of 28,304,041 HCL Shares in aggregate representing approximately 3.34 per cent. of HCL's existing issued share capital. Angel Acquisitions has also received an irrevocable undertaking from Jupiter Asset Management Limited to accept or procure the acceptance of the Offer in respect of 42,762,620 HCL Shares in aggregate representing approximately 5.04 per cent. of HCL's existing issued share capital. Accordingly, Angel Acquisitions has agreed to acquire or has received irrevocable undertakings to accept or procure the acceptance of the Offer in respect of 661,036,114 HCL Shares in aggregate representing approximately 77.97 per cent. of HCL's existing issued share capital.
• The Offer will be conditional upon, amongst other things, Angel Acquisitions receiving acceptances (which have not been withdrawn) in respect of HCL Shares which, together with the HCL Shares acquired or agreed to be acquired by Angel Acquisitions before or during the Offer, represent not less than 75 per cent. (or such lower percentage as Angel Acquisitions may decide) in nominal value of the HCL Shares and of the voting rights attaching to those shares.
• If the Offer becomes or is declared wholly unconditional, and sufficient acceptances of the Offer are received, Angel Acquisitions intends to procure that HCL will make an application for the cancellation of the listing of all the HCL Shares. De-listing is likely to significantly reduce the liquidity and marketability of any HCL Shares in respect of which the Offer has not been accepted. It is also intended that, after the Offer becomes or is declared unconditional in all respects, Angel Acquisitions will seek to re-register HCL as a private limited company.
• The Offer will be funded by Angel Acquisitions from loans, which will subsequently be converted into equity subscriptions in cash, from Tosca Opportunity and ACE Holdco to Angel Acquisitions.