Healthcare Locums PLC : - Offer Document Posted

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTIONS
FOR IMMEDIATE RELEASE
RECOMMENDED CASH OFFER FOR HEALTHCARE LOCUMS PLC BY ANGEL ACQUISITIONS LIMITED
POSTING OF OFFER DOCUMENT
Further to the announcement on 11 April 2013 by Angel Acquisitions Limited of a recommended cash offer (the "Offer") to acquire the entire issued and to be issued share capital of Healthcare Locums plc ("HCL" or the "Company") at an offer price of 0.75 pence per ordinary share, Angel Acquisitions Limited is pleased to announce that the offer document (the "Offer Document") is being posted to HCL Shareholders today, together with the Form of Acceptance (in respect of HCL Shares in certificated form). The Offer Document contains, amongst other things, the full terms of, and conditions to the Offer. The Offer  values the entire existing issued share capital of HCL at approximately £6.4 million.
The Offer will initially remain open for acceptance until 1.00 p.m. (London time) on 8 May 2013.
To accept the Offer in respect of HCL Shares held in certificated form, HCL Shareholders must complete the Form of Acceptance in accordance with the instructions printed on it and set out in the Offer Document and return it together with their share certificate(s) or other document(s) of title to Capita Registrars, receiving agent for the Offer, as soon as possible and, in any event, so as to be received by Capita Registrars by no later than 1.00 p.m. (London time) on 8 May 2013.
To accept the Offer in respect of HCL Shares held in uncertificated form (that is, in CREST), HCL Shareholders must follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE instruction settles as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 8 May 2013. If HCL Shareholders hold their HCL Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction to Euroclear.
A copy of this announcement, the Offer Document and the Form of Acceptance will be available for inspection free from charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Toscafund's website (atwww.toscafund.com) during the course of the Offer.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.
Enquiries:
Canaccord Genuity (financial adviser to Angel Acquisitions and the Consortium) Andrew Speirs                                       David Tyrrell	Tel: [phone]
Healthcare Locums plc Stephen Burke, Chief Executive Officer	Tel: [phone]
Investec (financial adviser and corporate broker to HCL) Gary Clarence Patrick Robb Daniel Adams	Tel: [phone]
Pelham Bell Pottinger (public relations adviser to HCL) David Rydell Emma Kent	Tel: [phone]
Canaccord Genuity, which is authorised and regulated in the UK by the FCA, is acting exclusively for Angel Acquisitions and the Consortium and no one else in connection with the Offer and will not be responsible to anyone other than Angel Acquisitions and the Consortium for providing the protections afforded to clients of Canaccord Genuity for providing advice in relation to the Offer or any other matters referred to in this announcement.
Investec, which is authorised and regulated in the UK by the FCA, is acting exclusively for HCL and no one else in connection with the Offer and will not be responsible to anyone other than HCL for providing the protections afforded to clients of Investec for providing advice in relation to the Offer or any other matters referred to in this announcement.
This announcement is for information purposes only.  It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise.  The Offer will be made solely by means of the Offer Document and, in respect of HCL Shares held in certificated form, the Form of Acceptance, which  will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.  Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents. This announcement does not constitute a prospectus or prospectus equivalent document. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction.  Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. The availability of the Offer to persons who are resident in jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of the relevant jurisdictions in which they are located.  Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements in their jurisdiction.  Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.
Disclosure requirements of the Takeover Code (the "Code") Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offero (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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