Takeover Offers
RECOMMENDED CASH OFFER
by
ST MARTINS HEALTHCARE LIMITED
for
GENERAL MEDICAL CLINICS PLC
NOTICE IS HEREBY GIVEN in accordance with section 978(1) Companies Act 2006 that:-
(a) by means of an offer document dated and posted on 3 July 2012 (the “Offer Document”), St Martins Healthcare Limited (“St Martins Healthcare”) is making a recommended cash offer (the “Offer”) to acquire the entire issued and to be issued ordinary share capital of General Medical Clinics plc (“GenMed”);
(b) the Offer Document and the Form of Acceptance relating to the Offer can be inspected on the website of Herax Partners LLP (the financial advisers to St Martins Healthcare) at http://www.heraxpartners.com and on GenMed’s website at http://www.genmed.org.uk/ while the Offer remains open for acceptance.
Terms defined in the Offer Document have the same meaning in this notice. All times referred to in this notice are London times.
The Offer
Subject to the Offer becoming or being declared wholly unconditional, each GenMed Shareholder who validly accepts the Offer will receive 22 pence in cash for each GenMed Share.
The Offer extends to all GenMed Shares unconditionally allotted or issued prior to the date on which the Offer closes (or such other date as St Martins Healthcare may, subject to the rules of the Takeover Code or with the consent of the Takeover Panel, decide).
GenMed Shares will be acquired by St Martins Healthcare under the Offer fully paid, or credited as fully paid, and free from all liens, equitable interests, mortgages, charges, encumbrances, rights of pre-emption and other third party rights or interests of any nature whatsoever and together with all rights on or after 28 June 2012 attaching to them, including, without limitation, all voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid on or after 28 June 2012.
The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and, in the case of GenMed Shareholders holding GenMed Shares in certificated form, the related Form of Acceptance. GenMed Shareholders who accept the Offer may rely only on the Offer Document and the Form of Acceptance for all the terms and conditions of the Offer.
The Offer is, by means of this notice, being extended to all persons to whom the Offer Document may not be despatched, who hold, or who are entitled to have allotted or issued to them, GenMed Shares. Such persons are informed that copies of the Offer Document and Form of Acceptance are available for collection (during normal business hours only) from Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. The Offer, which has been made by means of the Offer Document and this notice, will initially be open for acceptance until 1.00 pm on 24 July 2012 or such later time(s) and/or date(s) as St Martins Healthcare, subject to the rules of the City Code on Takeovers and Mergers, may decide. Any extensions of the Offer will be publicly announced by 8.00 a.m. London time on the business day following the day on which the Offer was due to expire.
Any GenMed Shareholder who is in any doubt as to what action he/she should take should consult his/her stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if he/she is resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.
The Offer is not being, and will not be, made, directly or indirectly, in or into, or by the use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia, South Africa or Japan and the Offer should not be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia, South Africa or Japan. Doing so may render invalid any purported acceptance.
Accordingly, this notice is not being, nor may it be, mailed or otherwise forwarded, distributed or sent in, into or from whether by use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia, South Africa or Japan. Any GenMed Shareholder (including, without limitation, nominees, trustees or custodians) who would, or otherwise intend to or who may have a contractual or legal obligation to, forward this notice to any jurisdiction outside the United Kingdom, should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
The St Martins Healthcare Directors and the Relevant HCA Holdings, Inc. Directors accept responsibility for the information contained in this notice. To the best of the knowledge and belief of the St Martins Healthcare Directors and the Relevant HCA Holdings, Inc. Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this notice is in accordance with the facts and does not omit anything likely to affect the import of such information.
4 July 2012