HCL restructuring a step closer after offer declared unconditional
22 April 2013
Plans to restructure healthcare recruiter Healthcare Locums (HCL) look to be a step closer after the company formed to make a recommended cash offer of 0.75p a share to existing shareholders declared that the offer was now unconditional.
Mon, 22 Apr 2013
Plans to restructure healthcare recruiter Healthcare Locums (HCL) look to be a step closer after the company formed to make a recommended cash offer of 0.75p a share to existing shareholders declared that the offer was now unconditional.
In an announcement to the City today Angel Acquisitions, a newly incorporated company formed to make and implement the offer, declared that offer to be “wholly unconditional”.
It says “all of the conditions to the recommended offer for HCL have been satisfied or waived”. The primary condition that appears to have been waived is the proviso that Angel has received acceptances of the offer in respect of 75% of HCL shares.
According to today’s announcement, Angel Acquisitions has only acquired 69.9% of HCL’s shares, comprised of 589,969,453 shares from ACE Holdco and Tosca Opportunity, HCL’s two largest shareholders.
The announcement comes after Angel Acquisitions said earlier this month that it had reached agreement with HCL's board on the offer.
Should the offer go through, HCL’s existing minority shareholders would see a huge dilution in the values of their shares. However, last week the former executive vice chairman and founder of HCL Kate Bleasdale responded by launching a £2.24m legal claim against her former employer.
A City analyst, who does not wish to be named, tells Recruiter that Angel Acquisitions’ actions in declaring the offer unconditional without reaching the 75% threshold “is not necessarily unusual”. He explains that once acceptances have been received from a majority of shareholder as in this case, companies often go ahead.
“It’s difficult to get back a high proportion of responses from shareholders because many shareholders are not active in corporate governance so the requirement is hard to achieve,” he says. In such situations the matter normally goes to an Extraordinary General Meeting before being approved.
No one from Angel Acquisitions’ financial advisers was available for comment as Recruiter went to press.
Plans to restructure healthcare recruiter Healthcare Locums (HCL) look to be a step closer after the company formed to make a recommended cash offer of 0.75p a share to existing shareholders declared that the offer was now unconditional.
In an announcement to the City today Angel Acquisitions, a newly incorporated company formed to make and implement the offer, declared that offer to be “wholly unconditional”.
It says “all of the conditions to the recommended offer for HCL have been satisfied or waived”. The primary condition that appears to have been waived is the proviso that Angel has received acceptances of the offer in respect of 75% of HCL shares.
According to today’s announcement, Angel Acquisitions has only acquired 69.9% of HCL’s shares, comprised of 589,969,453 shares from ACE Holdco and Tosca Opportunity, HCL’s two largest shareholders.
The announcement comes after Angel Acquisitions said earlier this month that it had reached agreement with HCL's board on the offer.
Should the offer go through, HCL’s existing minority shareholders would see a huge dilution in the values of their shares. However, last week the former executive vice chairman and founder of HCL Kate Bleasdale responded by launching a £2.24m legal claim against her former employer.
A City analyst, who does not wish to be named, tells Recruiter that Angel Acquisitions’ actions in declaring the offer unconditional without reaching the 75% threshold “is not necessarily unusual”. He explains that once acceptances have been received from a majority of shareholder as in this case, companies often go ahead.
“It’s difficult to get back a high proportion of responses from shareholders because many shareholders are not active in corporate governance so the requirement is hard to achieve,” he says. In such situations the matter normally goes to an Extraordinary General Meeting before being approved.
No one from Angel Acquisitions’ financial advisers was available for comment as Recruiter went to press.
