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RNS
Circle Holdings PLC  -  CIRC   

Rule 2.7 Announcement: Recommended cash offer

Released 07:01 29-Mar-2017

RNS Number : 8205A
Circle Holdings PLC
29 March 2017
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

29 MARCH 2017

RECOMMENDED CASH OFFER

for

CIRCLE HOLDINGS PLC ("CIRCLE" OR THE "COMPANY")

by

DMWSL 849 LIMITED ("BIDCO")

Summary

·        The board of directors of Circle and the director of Bidco are pleased to announce that they have reached agreement on the terms of a recommended all cash offer to be made by Bidco for all of the issued and to be issued share capital of Circle not already owned, or agreed to be acquired, by Bidco (the "Offer").

·        Under the terms of the Offer, Circle Shareholders who accept the Offer will be entitled to receive: 30 pence in cash for each Circle Share

·        The Offer, in aggregate, values the share capital of Circle (excluding the Circle Shares held by the Tosca Investors and to be acquired by Bidco under the Exchange Agreement) at approximately £55.3 million and values the share capital of Circle (including the Circle Shares held by the Tosca Investors and to be acquired by Bidco under the Exchange Agreement) at approximately £75.2 million.

·        The Offer represents a premium of approximately:

·       25.0 per cent. to the Closing Price per Circle Share of 24.0 pence on 28 March 2017 (being the last Business Day prior to the Offer Period Commencement Date);

·       35.0 per cent. to the average Closing Price per Circle Share of 22.2 pence in the three months to 28 March 2017 (being the last Business Day prior to the Offer Period Commencement Date); and

·       42.7 per cent. to the average Closing Price per Circle Share of 21.0 pence in the six months to 28 March 2017 (being the last Business Day prior to the Offer Period Commencement Date).

·        Bidco is a newly incorporated company formed at the direction of Tosca Penta and is wholly owned by the Tosca Penta Funds. The Tosca Penta Funds are financing Bidco in order that Bidco can pay the cash consideration under the Offer.

·        The Tosca Investors are together interested in 66,292,309 Circle Shares, representing approximately 26.75 per cent. of the Voting Rights as at 28 March 2017. The Circle Shares held by the Tosca Investors will not be acquired by way of the Offer. Instead, the Tosca Investors will exchange all of their Circle Shares for £19,887,692.70, in aggregate, of Rollover Loan Notes on the day following the date of this announcement. Accordingly, Bidco has unconditionally agreed to acquire 66,292,309 Circle Shares, representing approximately 26.75 per cent. of the Voting Rights as at 28 March 2017.

·        The Offer also extends to all Circle Shares held by the Circle Trustee and to any Circle Shares unconditionally allotted or issued fully paid (or credited as fully paid) to satisfy the exercise of the CFO Options (and the subscription of additional Ordinary Shares by the Circle Trustee in respect thereof) prior to the date upon which the Offer ceases to be open for acceptance.

·        The Circle Directors, who have been so advised by Numis as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the Circle Directors, Numis has taken into account the commercial assessment of the Circle Directors.

·        Accordingly, the Circle Board believes that the Offer is in the best interests of Circle Shareholders, and the Circle Directors recommend unanimously that all Circle Shareholders (other than the Tosca Investors) accept the Offer as all of the Circle Directors who hold Circle Shares have irrevocably undertaken to do, or procure to be done, in respect of (i) their own beneficial holdings of, in aggregate, 2,550,779 Ordinary Shares (including 1,181,233 Ordinary Shares which shall arise from the conversion of Convertible Shares as soon as practicable following the publication of this announcement (and, in any event, by no later than 3 April 2017)); and (ii) a further 3,450,000 Circle Shares which are to be allotted, issued or transferred to them to satisfy the exercise of options under the Circle Share Schemes or the CFO Options, representing, in aggregate, approximately 2.40 per cent. of the Voting Rights as at 28 March 2017 (assuming, for these purposes, that the allotment and issue of Circle Shares to be issued pursuant to the CFO Options and the subscription of additional Circle Shares by the Circle Trustee in respect thereof have taken place). The timings for certain acceptances under these irrevocable undertakings are subject to the Offer becoming, or being declared, unconditional in all respects (further details are set out at Appendix III to this announcement).

·        Bidco has also received an irrevocable undertaking to accept the Offer from the Circle Trustee in respect of (i) 13,500,453 Circle Shares; (ii) subject, inter alia, to not receiving contrary instructions from the relevant Circle Beneficial Owners within 16 days following the posting of the Offer Document, up to a further 21,650,933 Circle Shares; (iii) any further Circle Shares which are the subject of the exercise of options under the Circle Share Schemes where the Circle Trustee has received an instruction from the relevant optionholder to accept the Offer on behalf of such optionholder (anticipated to be up to 7,361,684 Circle Shares); (iv) any further Circle Shares which are allotted and issued to satisfy the corresponding subscription of Ordinary Shares by the Circle Trustee pursuant to the Circle Trust Relationship Agreement following the exercise of the CFO Options (anticipated to be up to 705,770 Circle Shares); and (v) any further Circle Shares which cease to be the subject of options under the Circle Share Schemes following the lapse or surrender of any such option (anticipated to be at least 17,673,306 Circle Shares), representing, in aggregate (and based on certain assumptions set out at paragraph 2 of Appendix III to this announcement), up to approximately 24.29 per cent. of the Voting Rights as at 28 March 2017 (assuming, for these purposes, that the allotment and issue of Circle Shares to be issued pursuant to the CFO Options and the subscription of additional Circle Shares by the Circle Trustee in respect thereof have taken place). The timings for certain acceptances under this irrevocable undertaking are subject to the Offer becoming, or being declared, unconditional in all respects (further details are set out at Appendix III to this announcement).

·        In addition to the irrevocable undertakings from the Circle Directors and the Circle Trustee, Bidco has also received irrevocable undertakings to accept the Offer from Lansdowne Partners, Richard Griffiths and Balderton Capital in respect of, in aggregate, 94,297,447 Ordinary Shares, representing, in aggregate, approximately 37.61 per cent. of the Voting Rights as at 28 March 2017 (assuming, for these purposes, that the allotment and issue of Circle Shares to be issued pursuant to the CFO Options and the subscription of the additional Circle Shares by the Circle Trustee in respect thereof have taken place).

·        Consequently and subject to the assumptions set out at paragraph 2 of Appendices II and III to this announcement, Bidco has received irrevocable undertakings to accept the Offer over an aggregate of 161,190,372 Ordinary Shares, representing, in aggregate, approximately 64.30 per cent. of the Voting Rights as at 28 March 2017 (assuming, for these purposes, that the allotment and issue of Circle Shares to be issued pursuant to the CFO Options and the subscription of additional Circle Shares by the Circle Trustee in respect thereof have taken place).

·        The Offer will be implemented by means of a takeover offer within the meaning of Part 18 of the Jersey Companies Law, further details of which are contained in the full text of this announcement. Bidco reserves the right to effect the Offer by way of a Scheme under certain circumstances and subject to the Panel's consent.

·        If the Offer becomes, or is declared, unconditional in all respects and Bidco has acquired the requisite level of the Voting Rights, Bidco intends to procure that Circle will make an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of the Circle Shares.

·        Cancellation of admission to trading on AIM is likely to reduce significantly the liquidity and marketability of any Circle Shares in respect of which the Offer has not been accepted at such time.

·        If the Offer becomes, or is declared, unconditional in all respects and Bidco has acquired the requisite level of the Voting Rights, Bidco will seek to re-register Circle as a Jersey private limited company.

·        If the Offer becomes, or is declared, unconditional in all respects and Bidco receives valid acceptances of the Offer in respect of 90 per cent. or more in nominal value of the Circle Shares to which the Offer relates, Bidco intends to exercise its rights pursuant to Part 18 of the Jersey Companies Law to acquire compulsorily, on the same terms as the Offer, the remaining Circle Shares in respect of which the Offer has not at such time been accepted.

·        The Company has 236,250,223 Ordinary Shares and 11,546,965 Convertible Shares in issue as at 28 March 2017 (being the last Business Day prior to the Offer Period Commencement Date). The Circle Board has resolved that, in accordance with the terms of the Articles, the Convertible Shares shall convert automatically into Ordinary Shares (on a one-for-one basis) as soon as practicable following the publication of this announcement (and, in any event, by no later than 3 April 2017). The Company will make an application for such Ordinary Shares arising on conversion to be admitted to trading on AIM. Following conversion, the Company will have 247,797,188 Ordinary Shares in issue and no Convertible Shares. Accordingly, the Offer shall be made to holders of Ordinary Shares arising from the conversion of the Convertible Shares on the same basis as the holders of other Ordinary Shares (other than the Tosca Investors).

The Offer will be on the terms and subject to the Conditions set out at Appendix I to this announcement and to the full terms and conditions that will be set out in the Offer Document and, in respect of Circle Shares held in certificated form, the Form of Acceptance.

It is intended that the Offer Document and the Form of Acceptance containing further details of the Offer will be despatched to each Circle Shareholder (other than to persons in a Restricted Jurisdiction) as soon as reasonably practicable following the Ordinary Shares arising on conversion of the Convertible Shares being admitted to trading on AIM and, in any event, not later than 28 days after the date of this announcement (unless agreed otherwise with the Panel).

Commenting on the Offer, Michael Kirkwood, Non-Executive Chairman of Circle, said:

"Your Board believes this offer represents fair value for the current stage of Circle's development. While much progress has been made on many fronts, the need to scale the business to achieve sustainable free cash flow and profitability is presently impacted by capital constraints.

Under the single ownership of a well-resourced bidder, and without the costs and distractions of a public listing, the management team will have greater flexibility to accelerate the growth opportunities that exist and, importantly, maintain the company's primary goal of outstanding patient care and outcomes."

Commenting on the Offer, Paolo Pieri, Chief Executive Officer of Circle, said:

"The management team at Circle believe that it is a positive endorsement to have such strong support from a shareholder with a commitment to our future growth and ambitions, as well as a demonstrated track record of investment in their companies."

 

Enquiries:





Whitman Howard Limited (financial adviser to Bidco)

Tel: +44(0) 207

659

1234

Nick Lovering





Francis North





Maitland (media enquiries for Toscafund Asset Management LLP and Penta Capital LLP)

Tel: +44 (0)

207

379

5151

Neil Bennett





Tom Eckersley





Numis (Rule 3 financial adviser, NOMAD and corporate broker to Circle)

Tel: +44 (0)

207

260

1000

Michael Meade





Richard Thomas





Ben Stoop





Circle Holdings PLC

Tel: +44 (0)

207

034

5258

Michael Kirkwood (Chairman)





Paolo Pieri (Chief Executive Officer)





 

This summary should be read in conjunction with the accompanying full text of this announcement and the Appendices which set out further details of the Offer and which form an integral part of this announcement. Appendix I to this announcement contains the Conditions to, and certain further terms of, the Offer. Appendix II to this announcement contains the bases of calculations and sources of information set out in this announcement. Appendix III to this announcement contains further details of the irrevocable undertakings. Appendix IV to this announcement contains further details of the Distribution Policy and interests of the Circle Directors and Circle PDMRs in Circle Shares. Appendix V to this announcement contains definitions of terms used in this announcement.

IMPORTANT NOTES

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 Circle 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. Important notices relating to financial advisers

Whitman Howard Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Bidco and Tosca Penta and for no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Bidco and Tosca Penta for providing the protections afforded to clients of Whitman Howard Limited, nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this announcement.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Circle and for no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Circle for providing the protections afforded to clients of Numis, nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this announcement.

This announcement is not an offer of securities for sale in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer is unlawful.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom or Jersey 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 or Jersey 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.

In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The receipt of cash pursuant to the Offer by Circle Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Circle Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer.

This announcement has been prepared for the purpose of complying with English law and Jersey law and the 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 and Wales or Jersey.

Notice to US investors

The Offer will be made for securities in a company incorporated under the laws of Jersey and Circle Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been, or will be, prepared in accordance with the Code and UK and Jersey disclosure requirements, format and style, all of which differ from those in the United States. All financial information that is included in this announcement or that may be included or referred to in the Offer Document or any other documents relating to the Offer, has been, or will be, prepared in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the Code, the Panel and the London Stock Exchange. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. In the United States, the Offer will be made solely by Bidco and not by its financial adviser.

Circle is a company incorporated under the laws of Jersey and Bidco is a company incorporated under the laws of England and Wales. All of the assets of the Circle Group and the Bidco Group are located outside of the United States. As a result, it may not be possible for Circle Shareholders in the United States to effect service of process within the United States upon any member of the Circle Group or any member of the Bidco Group or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue any member of the Circle Group or any member of the Bidco Group or their respective officers or directors in a non-US court for violations of the US securities laws. There is also a substantial doubt as to enforceability in the United Kingdom or in Jersey in original actions, or in actions for the enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws.

Cautionary note regarding forward-looking statements

This announcement, including the information included in this announcement, contains certain forward-looking statements. These statements are based on the current expectations of Bidco, Toscafund, Penta and/or Circle (as the case may be) and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may include statements about the expected effects on Bidco and/or Toscafund and/or Penta and/or Circle of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this announcement other than historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results, outcomes and developments to differ materially from those expressed in or implied by such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, none of Bidco, Toscafund, Penta or Circle can give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this announcement. None of Bidco, Toscafund, Penta or Circle assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulations.

No profit forecasts or estimates

Nothing in this announcement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of Circle or Bidco or Toscafund or Penta and no statement in this announcement should be interpreted to mean that earnings or earnings per share of those entities (where relevant) for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share of those entities (where relevant).

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (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 Offer Period Commencement Date and, if later, following the announcement in which any securities exchange 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 securities exchange 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 Offer Period Commencement Date and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Purchases outside the Offer

Bidco or its nominees or brokers (acting as agents) may purchase Circle Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the Code, the AIM Rules and the rules of the London Stock Exchange.

Publication on websites

A copy of this announcement and the other documents required to be published pursuant to Rule 26 of the Code in connection with the Offer will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be available by no later than 12.00 noon on 30 March 2017 and free of charge for inspection on Toscafund's website at www.toscafund.com, on Penta's website at www.pentacapital.com and on Circle's website at www.circleholdingsplc.com during the Offer Period. The contents of any website referred to in this announcement are not incorporated into, and do not form part of, this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested from Nick Lovering or Francis North at Whitman Howard Limited during business hours on Tel: +44 (0) 207 659 1234 or by submitting a request in writing to either of them at Whitman Howard Limited, First Floor, Connaught House, 1-3 Mount Street, London W1K 3NB.

Information relating to Circle Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Circle Shareholders, persons with information rights and other relevant persons for the receipt of communications from Circle may be provided to Bidco, Toscafund and Penta during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this announcement have been subject to rounding adjustments.

Time

All times shown in this announcement are London times, unless otherwise stated. Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Circle confirms that, as at the date of this announcement, it has 236,250,223 Ordinary Shares in issue and admitted to trading on the AIM Market of the London Stock Exchange and 11,546,965 Convertible Shares. The Ordinary Shares and the Convertible Shares each carry the right to one vote and therefore the total number of voting rights to be used for disclosure purposes under Rule 8 of the Code shall be 247,797,188. The Circle Board has resolved that, in accordance with the terms of the Articles, the Convertible Shares shall convert automatically into Ordinary Shares (on a one-for-one basis) as soon as practicable following the release of this announcement (and, in any event, by no later than 3 April 2017). The Company will make an application for such Ordinary Shares arising on conversion to be admitted to trading on AIM. Following conversion, the Company will have 247,797,188 Ordinary Shares in issue and no Convertible Shares. Circle does not hold any shares in treasury. The International Securities Identification Number (ISIN) for the Ordinary Shares is JE00B4V99J57.



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

29 MARCH 2017

RECOMMENDED CASH OFFER

for

CIRCLE HOLDINGS PLC ("CIRCLE" OR THE "COMPANY")

by

DMWSL 849 LIMITED ("BIDCO")

1.       Introduction

The board of directors of Circle and the director of Bidco are pleased to announce that they have reached agreement on the terms of a recommended all cash offer to be made by Bidco for all of the issued and to be issued share capital of Circle not already owned, or agreed to be acquired, by Bidco (the "Offer").

Bidco is a newly incorporated company formed at the direction of Tosca Penta for the purpose of making and implementing the Offer. Further information in relation to Bidco, Toscafund, Penta and the Tosca Penta Funds is set out in paragraphs 7 and 8 of this announcement.

2.        The Offer

Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of Circle Shares held in certificated form, the Form of Acceptance, Circle Shareholders who accept the Offer shall be entitled to receive:

30 pence in cash for each Circle Share

The Offer, in aggregate, values the share capital of Circle (excluding the Circle Shares held by the Tosca Investors and to be acquired by Bidco under the Exchange Agreement) at approximately £55.3 million and values the share capital of Circle (including the Circle Shares held by the Tosca Investors and to be acquired by Bidco under the Exchange Agreement) at approximately £75.2 million.

The Offer represents a premium of approximately:

·         25.0 per cent. to the Closing Price per Circle Share of 24.0 pence on 28 March 2017 (being the last Business Day prior to the Offer Period Commencement Date);

·         35.0 per cent. to the average Closing Price per Circle Share of 22.2 pence in the three months to 28 March 2017 (being the last Business Day prior to the Offer Period Commencement Date); and

·         42.7 per cent. to the average Closing Price per Circle Share of 21.0 pence in the six months to 28 March 2017 (being the last Business Day prior to the Offer Period Commencement Date).

The Offer extends to all Circle Shares held by the Circle Trustee. The Offer also extends to any Circle Shares unconditionally allotted or issued fully paid (or credited as fully paid) to satisfy the exercise of the CFO Options (and the subscription of additional Ordinary Shares by the Circle Trustee in respect thereof) prior to the date upon which the Offer ceases to be open for acceptance.

The Circle Shares held by the Tosca Investors will not be acquired by way of the Offer.

The Circle Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including 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 the date of this announcement. Bidco reserves the right to reduce the Offer consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by Circle to the Circle Shareholders (or any holder of Convertible Shares) on or after the date of this announcement.

3.        Background to and reasons for the Offer

Toscafund, through the Tosca Investors, has been an investor in Circle since 9 April 2015 and has been supportive of the organisation and its leadership. Tosca Penta values the culture and ambition of Circle to deliver high quality care through the empowerment of its clinicians and front-line staff. The making of the Offer is a function of Tosca Penta's continued support for the Company and its management, and a desire to provide an appropriate structure for longer term growth.

Tosca Penta does not believe that operating in the public listed markets is optimal for Circle in terms of the achievement of its business plan and believes that a broader, more efficient range of financial and strategic options would be available to Circle as a private company, to the benefit of its patients, staff, and management. Tosca Penta has the ability to provide, or assist in the securing of, additional capital to Circle to help it deliver its business plan more quickly.

4.        Recommendation

The Circle Directors, who have been so advised by Numis as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the Circle Directors, Numis has taken into account the commercial assessments of the Circle Directors.

In making its assessment of the merits of the Offer, the Circle Board has determined that Circle could operate more effectively as a private company. In particular, the structure of Circle's existing shareholder base is highly concentrated, which the Circle Board believes restricts the Circle Group's ability to attract new investors who could provide further sources of capital. Whilst the Circle Board does not believe that Circle's current plans require additional funding in the near term, its growth aspirations are constrained by the availability of capital. Bidco has the ability to provide, or assist in the securing of, additional capital to Circle to help it implement its strategy and realise its growth potential more quickly.

Furthermore, the Circle Board has also taken into account:

·         the level of the Offer, providing Circle Shareholders an exit opportunity with certainty of value at a 25.0 per cent. premium to the Closing Price per Circle Share of 24 pence on 28 March 2017 and a 35.0 per cent. and 42.7 per cent. premium to the average Closing Price per Circle Share in the three months and six months prior to 28 March 2017, respectively;

·         that the business continues to be loss making and the delivery of its plan is subject to a number of commercial risks, including, inter alia, the potential expiry of multi-year clinical services contracts in the short to medium term;

·         the lack of liquidity in Circle Shares and the fact that the Offer provides Circle Shareholders with an opportunity to realise their investment in the Circle Group wholly for cash; and

·         the confirmations received from Bidco regarding the safeguarding of the existing employment rights of Circle Group employees and its plans for the business of the Circle Group.

Accordingly, the Circle Board believes that the Offer is in the best interests of Circle Shareholders, and the Circle Directors recommend unanimously that all Circle Shareholders (other than the Tosca Investors) accept the Offer as all of the Circle Directors who hold Circle Shares have irrevocably undertaken to do, or procure to be done, in respect of (i) their own beneficial holdings of, in aggregate, 2,550,779 Ordinary Shares (including 1,181,233 Ordinary Shares which shall arise from the conversion of Convertible Shares as soon as practicable following the publication of this announcement (and, in any event, by no later than 3 April 2017)); and (ii) a further 3,450,000 Circle Shares which are to be allotted, issued or transferred to them to satisfy the exercise of options under the Circle Share Schemes or the CFO Options, representing, in aggregate, approximately 2.40 per cent. of the Voting Rights as at 28 March 2017 (assuming, for these purposes, that the allotment and issue of Circle Shares to be issued pursuant to the CFO Options and the subscription of additional Circle Shares by the Circle Trustee in respect thereof have taken place). The timings for certain acceptances under these irrevocable undertakings are subject to the Offer becoming, or being declared, unconditional in all respects (further details are set out at Appendix III to this announcement).

5.       Interests in Circle Shares and irrevocable undertakings

Bidco has entered into the Exchange Agreement which governs the terms upon which Toscafund shall procure the sale of, and Bidco will purchase, the 66,292,309 Circle Shares owned by the Tosca Investors (representing approximately 26.75 per cent. of the Voting Rights as at 28 March 2017) in exchange for £19,887,692.70, in aggregate, of Rollover Loan Notes.

In addition to the irrevocable undertakings received from the Circle Directors set out at paragraph 4 above, Bidco has also received an irrevocable undertaking to accept the Offer from the Circle Trustee in respect of (i) 13,500,453 Circle Shares; (ii) subject, inter alia, to not receiving contrary instructions from the relevant Circle Beneficial Owners within 16 days following the posting of the Offer Document, up to a further 21,650,933 Circle Shares; (iii) any further Circle Shares which are the subject of the exercise of options under the Circle Share Schemes where the Circle Trustee has received an instruction from the relevant optionholder to accept the Offer on behalf of such optionholder (anticipated to be up to 7,361,684 Circle Shares); (iv) any further Circle Shares which are allotted and issued to satisfy the corresponding subscription of Ordinary Shares by the Circle Trustee pursuant to the Circle Trust Relationship Agreement following the exercise of the CFO Options (anticipated to be up to 705,770 Circle Shares); and (v) any further Circle Shares which cease to be the subject of options under the Circle Share Schemes following the lapse or surrender of any such option (anticipated to be at least 17,673,306 Circle Shares), representing, in aggregate (and based on certain assumptions set out at paragraph 2 of Appendix III to this announcement), up to approximately 24.29 per cent. of the Voting Rights as at 28 March 2017 (assuming, for these purposes, that the allotment and issue of Circle Shares to be issued pursuant to the CFO Options and the subscription of additional Circle Shares by the Circle Trustee in respect thereof have taken place). The timings for certain acceptances under this irrevocable undertaking are subject to the Offer becoming, or being declared, unconditional in all respects (further details are set out at Appendix III to this announcement).

In addition to the irrevocable undertakings to accept the Offer from the Circle Directors and the Circle Trustee, Bidco has received irrevocable undertakings to accept the Offer from Lansdowne Partners, Richard Griffiths and Balderton Capital in respect of, in aggregate, 94,297,447 Ordinary Shares, representing, in aggregate, approximately 37.61 per cent. of the Voting Rights as at 28 March 2017 (assuming, for these purposes, that the allotment and issue of Circle Shares to be issued pursuant to the CFO Options and the subscription of additional Circle Shares by the Circle Trustee in respect thereof have taken place).

Consequently and subject to the assumptions set out at paragraph 2 of Appendices II and III to this announcement, Bidco has received irrevocable undertakings to accept the Offer over an aggregate of 161,190,372 Ordinary Shares, representing, in aggregate, approximately 64.30 per cent. of the Voting Rights as at 28 March 2017 (assuming, for these purposes, that the allotment and issue of Circle Shares to be issued pursuant to the CFO Options and the subscription of additional Circle Shares by the Circle Trustee in respect thereof have taken place).

Certain of the irrevocable undertakings will cease to be binding in certain circumstances as set out in Appendix III to this announcement.

Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

6.        Information relating to Circle

Circle is the AIM-listed holding company for Circle Health Limited, the largest partnership of doctors, nurses and healthcare professionals in the UK.

Circle currently operates two independent hospitals, CircleBath and CircleReading, which opened in 2010 and 2012, respectively.

Circle also operates the Nottingham treatment centre, the UK's largest day case facility treating NHS-funded patients pursuant to a five-year services contract with NHS Rushcliffe CCG. The Circle Group has provided services at the Nottingham treatment centre since 2008 and its current contract is due for renewal or expiry in July 2018.

The Circle Group also manages a five-year integrated musculoskeletal service contract (MSK) on behalf of Bedfordshire CCG. This contract ends in March 2019. On 24 March 2017, the Company announced that it had entered into a five-year contract with the Greenwich CCG to provide integrated MSK in Greenwich.

On 23 December 2016, the Company announced that Circle Health Limited had entered into a joint venture agreement with VAMED Management und Service GmbH to provide a new model of specialised, in-patient and out-patient rehabilitation services in the UK. The initial project for the joint venture is co-located at Circle Reading hospital in Berkshire, which began offering services in Q1 2017.

On 1 February 2017, Circle announced the disposal of its land in Manchester to the Department for Communities and Local Government for cash consideration of £9.1 million plus VAT.

Circle announced its preliminary results earlier today for the financial year ended 31 December 2016. These reported a loss before tax of £3.1 million (2015: a loss before tax of £4.9 million) on turnover of £133.6 million (2015: £127.8 million).

7.        Information relating to Bidco

Bidco is a private limited company which was incorporated in England and Wales on 30 December 2016 under the Companies Act with registered number 10543098. It has its registered office at Level 13, Broadgate Tower, 20 Primrose Street, London EC2A 2EW.

The sole director of Bidco is Torquil Macnaughton.

Bidco is a newly incorporated company formed at the direction of Tosca Penta for the purpose of implementing the Offer.

Bidco is currently owned 100 per cent. by Tosca Penta Healthco Limited Partnership, Tosca Penta Healthco II Limited Partnership and Tosca Penta Healthco III Limited Partnership (together, the "Tosca Penta Funds"). The Tosca Penta Funds are each managed by Penta and Penta TPH LLP (a wholly owned subsidiary of Penta) is the general partner of each fund.

The principal activity of Bidco, in the event of completion of the Offer, will be to act as a holding company for Circle and to provide certain management and strategic services to the Circle Group. Bidco's principal investment is the proposed acquisition of Circle Shares pursuant to the Offer or otherwise.

Save for activities in connection with the making, implementation and financing of the Offer, the Subscription Agreement and the Exchange Agreement, Bidco has not carried on any business prior to the date of this announcement, nor has it entered into any obligations. Bidco has not paid any dividends or prepared any historical financial accounts. In the event that the Offer becomes, or is declared, unconditional in all respects, Circle will be the only direct subsidiary of Bidco and the Circle Group will therefore represent all or substantially all of the earnings, assets and liabilities of Bidco, save for the liabilities incurred in connection with the Offer.

8.         Information relating to Toscafund, Penta and the Tosca Penta Funds

Toscafund

Toscafund is part of the Old Oak Group, a financial services group based in London, which is engaged in asset management and private equity activities. It was founded in 2000 by Martin Hughes, its Chief Executive. The holding company for the Old Oak Group is Old Oak Holdings Limited, a company established and owned by Martin Hughes. As at 28 February 2017, the Old Oak Group had combined assets under management of approximately US$3 billion.

Toscafund's primary activity is to act as an investment manager/adviser to a number of investment funds and accounts that follow primarily equity investment strategies. It was incorporated in England and Wales on 13 June 2006 and has been authorised by the FCA to conduct investment business since 31 October 2006. It is also registered as an investment adviser with the US Securities and Exchange Commission. Its principal place of business is at 7th Floor, 90 Long Acre, London WC2E 9RA.

Toscafund acts as the investment manager to the three Tosca Investors which will exchange their interests in 66,292,309 Circle Shares (representing, in aggregate, approximately 26.75 per cent. of the Voting Rights as at 28 March 2017) for £19,887,692.70, in aggregate, of Rollover Loan Notes on 30 March 2017 pursuant to the Exchange Agreement. Upon the Offer becoming, or being declared, unconditional in all respects, the Rollover Loan Notes will be contributed by the Tosca Investors to Tosca Penta Healthco II Limited Partnership in exchange for partnership interests in that partnership. It is anticipated that, thereafter, when the Offer has closed, all or a significant proportion of the Rollover Loan Notes held by Tosca Penta Healthco II Limited Partnership will be capitalised into shares in Bidco. The same three Tosca Investors hold partnership interests in Tosca Penta Healthco III Limited Partnership.

Full acceptance of the Offer will have no effect on the earnings and assets and liabilities of Toscafund. Penta

Penta is an active private equity investor in UK mid-market companies, which is authorised by the FCA to conduct investment business.

Penta was established in 1999 and is majority owned by its partners. Old Oak Holdings Limited, the ultimate parent company of Toscafund, acquired an interest of approximately 39 per cent. in Penta in November 2007, as part of its strategy to establish a broad based asset management group, and since then Penta has operated as the private equity arm of Toscafund. In addition to Toscafund's ownership interest, Penta is able to draw on resources of Toscafund to assist it with transaction origination and aspects of its investment process and analysis. Toscafund also provides cornerstone funding for, and introductions to potential investors in, private equity funds raised by Penta.

Since November 2007, Penta has completed 14 transactions investing approximately £460 million, and it has exited from six of those investments realising approximately £800 million.

As at 28 February 2017, Penta had assets under management of approximately £220 million across a portfolio of nine investments. This portfolio does not include any business which operates in the same industry as the Circle Group.

Torquil Macnaughton, a founder partner of Penta, has been appointed a director of Bidco and brings significant experience of financing and managing private equity investments.

Tosca Penta Funds

The Tosca Penta Funds are three new Scottish limited partnerships which have been established by Penta. Tosca Penta Healthco Limited Partnership and Tosca Penta Healthco III Limited Partnership have been established to fund the consideration payable under the Offer and an aggregate of £58 million has been committed to these partnerships by the limited partners, which comprise the Tosca Investors and Bridgemere Securities Limited. Upon the Offer becoming, or being declared, unconditional in all respects, the Tosca Investors will contribute the Rollover Loan Notes which they will acquire pursuant to the Exchange Agreement to Tosca Penta Healthco II Limited Partnership. The limited partners of each of the Tosca Penta Funds are excluded from the management or control of the relevant partnership's business or affairs. The general partner of each of the Tosca Penta Funds is Penta TPH LLP which is wholly owned by Penta. The general partner has appointed Penta as the FCA authorised investment management firm to manage and operate each of the Tosca Penta Funds.

Penta has arranged the finance to fund the consideration payable under the Offer and is the investment manager of the Tosca Penta Funds. This is in the ordinary course of business for Penta. Penta will receive an arrangement fee from Bidco of up to £1,740,000. Full acceptance of the Offer will increase the funds under Penta's management and consequently the fees and income arising from such funds under management. Other than the entitlement to receive the arrangement fee of up to £1,740,000 and ongoing management fees, full acceptance of the Offer will not have any effect on the earnings, assets or liabilities of Penta.

9.        Management, employees and locations

Bidco attaches great importance to the skills, expertise and knowledge of the existing leadership and employees of Circle and expects them to play a leading role in growing its business. Bidco intends to build on the success of the Circle Group's existing management team.

Although Bidco has not had detailed discussions with the management team of Circle about the operational management of Circle Group's operations going forward, it is the current belief of Bidco that, if the Offer becomes, or is declared, unconditional in all respects, Bidco does not anticipate carrying out any material restructuring of Circle's business or relocation of its personnel or other significant cost saving exercise, nor any changes to the principal locations of Circle's business or any redeployment of its fixed assets.

Bidco confirms that if the Offer becomes, or is declared, unconditional in all respects, it intends to safeguard fully the existing employment and pension rights of all Circle's management and employees in accordance with applicable law and to comply with Circle's pension obligations for existing employees and members of Circle's pension schemes. Bidco's current plans for Circle do not involve any material change in the conditions of employment of Circle's employees.

It is expected that each of Lorraine Baldry, Justin Jewitt and Andrew Shilston will cease to be directors of Circle on the date on which, following the Offer becoming, or being declared, unconditional in all respects, the Company's application to the London Stock Exchange to cancel the admission of the Circle Shares from trading on AIM becomes effective.

10.      The Convertible Shares

The Company has 236,250,223 Ordinary Shares and 11,546,965 Convertible Shares in issue as at 28 March 2017 (being the last Business Day prior to the Offer Period Commencement Date). The Circle Board has resolved that, in accordance with the terms of the Articles, the Convertible Shares shall convert automatically into Ordinary Shares (on a one-for-one basis) as soon as practicable following the publication of this announcement (and, in any event, by no later than 3 April 2017). The Company will make an application for such Ordinary Shares arising on conversion to be admitted to trading on AIM. Following conversion, the Company will have 247,797,188 Ordinary Shares in issue and no Convertible Shares. Accordingly, the Offer shall be made to holders of Ordinary Shares arising from the conversion of the Convertible Shares on the same basis as the holders of other Ordinary Shares (other than the Tosca Investors).

11.      The Circle Trustee and the Circle Share Schemes Shares held by the Circle Trustee

The Circle Trustee held 48,639,411 Ordinary Shares and 11,546,965 Convertible Shares as at 23 March 2017 (being the latest practicable date prior to the publication of this announcement) on behalf of the Circle Trust as follows:

·        10,103,968 Ordinary Shares on trust for certain Circle Beneficial Owners;

·        11,546,965 Convertible Shares (which shall convert automatically into Ordinary Shares (on a one-for-one basis) as soon as practicable following the publication of this announcement (and, in any event, by no later than 3 April 2017)) on trust for certain Circle Beneficial Owners;

·        1,934,261 Ordinary Shares which are subject to vested options under the PIP where the Offer Price is higher than the relevant PIP exercise price;

·        5,427,423 Ordinary Shares which are subject to unvested options under the PIP where the Offer Price is higher than the relevant PIP exercise price (where the relevant 'performance conditions' have been met but not the applicable 'service period');

·        5,426,054 Ordinary Shares which are subject to vested or unvested options under the PIP where the Offer Price is lower than the relevant PIP exercise price;

·        12,247,252 Ordinary Shares which are subject to unvested options under the MIP; and

·        13,500,453 unallocated Ordinary Shares (which were reserved for future option awards under the Circle Share Schemes).

Circle Beneficial Owners

The Circle Beneficial Owners of certain Ordinary Shares held by the Circle Trustee (including any Ordinary Shares which shall arise following the conversion of the Convertible Shares following the publication of this announcement) will be contacted in due course regarding how they can, inter alia, instruct the Circle Trustee to accept or reject the Offer on their behalf.

The Circle Trustee has, pursuant to the terms of its irrevocable undertaking (further details of which are set out at paragraph 5 above and Appendix III to this announcement) and in accordance with the terms of the Articles, agreed to accept the Offer on behalf of Circle Beneficial Owners who, inter alia, do not instruct the Circle Trustee to reject the Offer.

'In the money' PIP options

The Circle Remuneration Committee has resolved: (i) to treat the Offer becoming, or being declared, unconditional in all respects and the control of Circle passing to Bidco as a 'Transaction Event' for the purposes of the Circle Share Schemes; and (ii) conditionally upon such events occurring, to waive any outstanding 'service period' for unvested options under the PIP.

Holders of:

·        vested options under the PIP; and

·        unvested options under the PIP where the Circle Remuneration Committee has conditionally agreed to waive any outstanding 'service period',

where the Offer Price is higher than the relevant PIP exercise price, will be contacted regarding how they can, conditionally upon the Offer becoming, or being declared, unconditional in all respects and the control of Circle passing to Bidco, exercise their options on a cashless basis. If such holders do not exercise their options, they will lapse, in due course, following the Offer becoming, or being declared, unconditional in all respects and the control of Circle passing to Bidco.

'Underwater' and/or unvested PIP options and MIP options

Holders of 'underwater' and/or unvested PIP options and MIP options will be contacted regarding the effect of the Offer on their rights under the relevant Circle Share Scheme. If such holders do not exercise their options (to the extent they are able), they will lapse, in due course, following the Offer becoming, or being declared, unconditional in all respects and the control of Circle passing to Bidco.

Holders of MIP options over 5,216,349 Ordinary Shares have agreed to surrender their MIP options for nil consideration upon the Offer becoming, or being declared, unconditional in all respects and the control of Circle passing to Bidco.

Unallocated Ordinary Shares

The Circle Trustee holds, as at 23 March 2017 (being the latest practicable date prior to the publication of this announcement), 13,500,453 unallocated Ordinary Shares on behalf of the Circle Trust. These Ordinary Shares were reserved for future option awards under the Circle Share Schemes. The number of unallocated Ordinary Shares will increase to the extent that any PIP options and MIP options lapse or are surrendered in respect of recent and/or future leavers and following the allotment and issue of Ordinary Shares to the Circle Trustee following the exercise of the CFO Options (see paragraph 13 below).

The Circle Remuneration Committee has recommended that the Circle Trustee adopts the Distribution Policy with respect to any surplus assets of the Circle Trust following the Offer becoming, or being declared, unconditional in all respects and the Offer being accepted. The Circle Trustee has agreed to follow such recommendation.

12.      The Circle Trust Loan Agreement

In December 2014 the Company lent the Circle Trustee £9,587,150.22 pursuant to the terms of the Circle Trust Loan Agreement. The Trustee used the proceeds of the loan to subscribe for 38,855,367 Ordinary Shares on behalf of the Circle Trust for the purpose of satisfying options granted under the Circle Share Schemes.

Following acceptance of the Offer by the Circle Trustee in accordance with the terms of its irrevocable undertaking (see paragraph 5 of this announcement for further details) and assuming the Offer becomes, or is declared, unconditional in all respects at the current Offer Price and control of Circle passes to Bidco, the Circle Trustee will repay approximately £5.9 million to Circle under the terms of the Circle Trust Loan Agreement and the balance will be written off.

13.      The CFO Options

On 21 October 2014, Circle granted to its then chief financial officer (now chief executive officer), Paolo Pieri, options to subscribe for 2,200,000 Ordinary Shares at an exercise price of £0.02 per Ordinary Share. The CFO Options are fully vested. At the time of grant, it was the intention of Circle that the Ordinary Shares to be allotted and issued upon exercise of the CFO Options should not dilute the Circle Trust's interest in Circle. Accordingly, the Circle Trust Relationship Agreement provides that, upon exercise of the CFO Options, Circle shall issue to the Circle Trust (at par value) such number of additional Ordinary Shares as is required to ensure that the interest of the Circle Trust in Circle (as a percentage) immediately prior to such exercise remains the same following the allotment and issue of such Ordinary Shares in respect of the exercise of the CFO Options.

Mr. Pieri has exercised the CFO Options (conditionally upon the Offer becoming, or being declared, unconditional in all respects) and, accordingly, the Offer will extend to any Ordinary Shares which are unconditionally allotted and issued to satisfy the exercise of the CFO Options and the corresponding subscription of Ordinary Shares by the Circle Trustee pursuant to the Circle Trust Relationship Agreement.

14.      Interests of Circle Directors and Circle PDMRs and the new grant of options

The interests of the Circle Directors and the Circle PDMRs following the implementation of the arrangements described at paragraphs 10 to 13 above and directly below are set out at Part B of Appendix IV to this announcement.

Following the Company ceasing to be in a 'closed period' as of today, the Circle Trustee has made a grant of further options over existing Circle Shares to certain Circle Directors, Circle employees and Circle PDMRs. Such options are exercisable at £0.02 per Circle Share for a period of seven years, subject to the satisfaction of certain performance conditions. Such options shall vest and become exercisable automatically upon the Offer becoming, or being declared, unconditional in all respects and the control of Circle passing to Bidco. The following options are included in the interests of the Circle Directors and Circle PDMRs set out in Part B of Appendix IV to this announcement.

Number of new PIP options in

Circle Director/PDMR                                                                                      respect of Circle Shares

Paolo Pieri                                                                                                                              750,000

Dr. Massoud Keyvan-Fouladi                                                                                                    500,000

Nick Boyle                                                                                                                              125,000

Sarah Marston                                                                                                                        125,000

In addition to the above PIP options, the Circle Directors and Circle PDMRs will each receive, in accordance with the Distribution Policy, an amount of the surplus assets of the Circle Trust following the Offer becoming, or being declared, unconditional in all respects and the Offer being accepted by the Circle Trustee. Further details of these amounts are set out at Part B of Appendix IV to this announcement.

15.      Share warrants

As at 28 March 2017 (being the last Business Day prior to the Offer Period Commencement Date), Balderton, Lansdowne, BlueCrest, JCAM and Health Partners Limited hold Share Warrants that entitle them to subscribe for up to a total of 3,623,005 Ordinary Shares in the Company at any time at an exercise price of £1.52 (in the case of 3,384,075 Share Warrants) or £10.31 (in the case of 238,930 Share Warrants). None of the existing Share Warrants has been exercised on 28 March 2017 (being the last Business Day prior to the Offer Period Commencement Date).

All unexercised Share Warrants will lapse following a sale of the entire issued share capital of the Company. The holders of the Share Warrants will be contacted regarding the effect of the Offer on their warrant rights.

16.        Financing arrangements of Bidco and confirmation of sufficient cash resources

Bidco will be funded through subscriptions for Subscription Loan Notes by Tosca Penta Healthco Limited Partnership and Tosca Penta Healthco III Limited Partnership in order that Bidco can pay the cash consideration to the Circle Shareholders.

Exchange Agreement

On 28 March 2017, Bidco and Toscafund entered into an exchange agreement, which governs (amongst other things) the terms upon which Toscafund shall procure the sale of, and Bidco will purchase, 66,292,309 Circle Shares in exchange for £19,887,692.70, in aggregate, of Rollover Loan Notes (the "Exchange Agreement"). The Circle Shares which are the subject of the Exchange Agreement are those Circle Shares held by the Tosca Investors. The sale of Circle Shares to Bidco under the Exchange Agreement will take place on the day following the date of this announcement. Accordingly, Bidco has unconditionally agreed, under the Exchange Agreement, to acquire in aggregate 66,292,309 Circle Shares held by the Tosca Investors (representing approximately 26.75 per cent. of the Voting Rights as at 28 March 2017).

Rollover Loan Note Instrument

On 28 March 2017, Bidco executed a loan note instrument under which it constituted the Rollover Loan Notes to be issued to the Tosca Investors pursuant to the Exchange Agreement (the "Rollover Loan Note Instrument"). The Rollover Loan Notes will be unsecured, non-interest bearing and repayable on demand by any noteholder.

Subscription Agreement

On 28 March, Bidco and the Tosca Penta Funds entered into a subscription agreement in respect of Bidco, which governs the terms upon which (i) the Tosca Penta Funds subscribed for ordinary shares in Bidco and (ii) the terms upon which Tosca Penta Healthco Limited Partnership and Tosca Penta Healthco III Limited Partnership shall subscribe for Subscription Loan Notes for a cash subscription of up to £57,965,963.70 in aggregate (the "Subscription Agreement"). The purpose of the cash subscription under the Subscription Agreement is to finance the cash consideration payable under the Offer (and, if relevant, any market purchases made by Bidco) and to pay certain fees, costs and other expenses in connection with the Offer.

Subscription Loan Note Instrument

On 28 March 2017, Bidco executed a loan note instrument under which it constituted the Subscription Loan Notes to be issued to Tosca Penta Healthco Limited Partnership and Tosca Penta Healthco III Limited Partnership pursuant to the Subscription Agreement (the "Subscription Loan Note Instrument"). The Subscription Loan Notes will be unsecured, non-interest bearing and repayable on demand by any noteholder on or after the final closing date of the Offer.

Capitalisation of Rollover Loan Notes and Subscription Loan Notes

Once the Offer has closed, all or a significant proportion of the Rollover Loan Notes and the Subscription Loan Notes subscribed by or contributed to the Tosca Penta Funds will be capitalised into ordinary shares and preference shares in the capital of Bidco. The Bidco preference shares will have no fixed dividend right and will be redeemable only at the option of Bidco.

Confirmation of sufficient cash resources

Whitman Howard Limited, financial adviser to Bidco, is satisfied that sufficient cash resources are available to Bidco to enable it to satisfy in full the cash consideration payable to Circle Shareholders under the terms of the Offer.

17.      Offer related arrangements

Circle and Circle Health Limited entered into a confidentiality agreement with Tosca Penta dated 13 May 2016 (the "Confidentiality Agreement") pursuant to which each of the parties thereto undertakes to keep confidential information relating to the other party and not to disclose it to third parties (other than those to which disclosure is permitted in terms of the Confidentiality Agreement) unless required by law or regulation. These confidentiality obligations will remain in force until 13 May 2018 (or, if earlier, such date that the confidential information ceases to be of a confidential nature).

18.      Further terms and conditions of the Offer

The Offer will be effected by means of a takeover offer within the meaning of Part 18 of the Jersey Companies Law. Bidco reserves the right to elect to implement the Offer, with the consent of the Panel and the Circle Directors, by way of a Scheme which would be implemented on the same terms (subject to appropriate amendment) as the Offer. In the event of such an election by Bidco, those Circle Shareholders who have given irrevocable undertakings to accept the Offer have agreed to vote in favour of the shareholder resolutions required in connection with the Scheme. Further details of these undertakings are set out in paragraphs 4 and 5 above and in Appendix III to this announcement. References to the Offer and the Offer Document in this announcement shall include, where applicable, such Scheme.

The Offer will be subject to the Conditions and further terms set out in this announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of Circle Shares held in certificated form, the Form of Acceptance.

Appendix II to this announcement contains bases of calculation and sources of certain information contained in this announcement. Appendix V to this announcement contains the definitions of terms used in this announcement.

The Offer and acceptances thereof will be governed by English law and subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules.

19.      Cancellation of admission to trading on AIM, compulsory acquisition and re-registration

If the Offer becomes, or is declared, unconditional in all respects and Bidco has acquired, before or during the Offer Period (whether pursuant to the Offer or otherwise), Circle Shares which carry, in aggregate, at least 75 per cent. of the Voting Rights, including for this purpose (except to the extent otherwise agreed by the Panel) any such Voting Rights attaching to Circle Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, Bidco intends to procure that the Company will make an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of the Circle Shares.

If such an application is made, it is expected that such cancellation will take effect no earlier than 20 Business Days after the date on which the relevant 75 per cent. threshold has been reached, subject to the consent of the London Stock Exchange. Bidco will procure that Circle makes a regulatory announcement when the necessary 75 per cent. threshold has been reached confirming that the notice period has commenced and the anticipated date of cancellation.

Cancellation of admission to trading on AIM is likely to reduce significantly the liquidity and marketability of any Circle Shares in respect of which the Offer has not been accepted at such time.

It is also intended that, if the Offer becomes, or is declared, unconditional in all respects, and Bidco has acquired, or agreed to acquire, before or during the Offer Period (whether pursuant to the Offer or otherwise) Circle Shares which carry, in aggregate, not less than two-thirds majority of the Voting Rights, Bidco will seek to re-register Circle as a Jersey private limited company pursuant to the Jersey Companies Law.

If the Offer becomes, or is declared, unconditional in all respects and Bidco receives acceptances of the Offer in respect of 90 per cent. or more in nominal value of the Circle Shares to which the Offer relates, Bidco intends to exercise its rights pursuant to Part 18 of the Jersey Companies Law to acquire compulsorily, on the same terms as the Offer, the remaining Circle Shares in respect of which the Offer has not at such time been accepted.

20.      Overseas Shareholders

The availability of the Offer to Circle Shareholders who are not resident in the UK or Jersey may be affected by the laws and/or regulations of their relevant jurisdiction. Therefore, any persons who are subject to the laws and/or regulations of any jurisdiction other than the UK or Jersey should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. Further details in relation to overseas shareholders will be set out in the Offer Document. If you are in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

21.      Expected timetable

It is intended that the Offer Document and the Form of Acceptance containing further details of the Offer will be despatched to each Circle Shareholder (other than to persons in a Restricted Jurisdiction) as soon as reasonably practicable following the Ordinary Shares arising on conversion of the Convertible Shares being admitted to trading on AIM and, in any event, not later than 28 days after the date of this announcement (unless agreed otherwise with the Panel).

22.      Opening Position Disclosures and interests

Save in respect of the irrevocable undertakings referred to in paragraphs 4 and 5 above, the Exchange Agreement referred to in paragraph 16 above and as disclosed below, as at the close of business on 28 March 2017 (being the last Business Day prior to the Offer Period Commencement Date) neither Bidco, nor its director, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Code) with it had (i) any interest in or right to subscribe for any relevant securities of Circle; nor (ii) any short positions in respect of relevant Circle Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; nor (iii) borrowed or lent any relevant Circle Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code).

The Tosca Investors hold, in aggregate, 66,292,309 Circle Shares representing approximately 26.75 per cent. of the Voting Rights as at 28 March 2017 (being the last Business Day prior to the Offer Period Commencement Date).

23.      General

Your attention is drawn to the further information contained in the Appendices to this announcement, which form part of, and should be read in conjunction with, this announcement.

Please be aware that addresses, electronic addresses and certain other information provided by Circle Shareholders, persons with information rights and other relevant persons for the receipt of communications from Circle may be provided to Bidco, Toscafund and Penta during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

The Offer will be governed by English law. The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules.

24.      Documents on display

In accordance with Rule 26.2 of the Code, copies of the following documents will, to the extent not already published there, by no later than 12 noon on the Business Day following the date of this announcement, be published on Toscafund's website at www.toscafund.com, on Penta's website at www.pentacapital.com and on Circle's website at www.circleholdingsplc.com during the Offer Period:

·         the irrevocable undertakings referred to in paragraphs 4 and 5 above;

·         the Rollover Loan Note Instrument and the Subscription Loan Note Instrument referred to in paragraph 16 above;

·         the Exchange Agreement referred to in paragraph 16 above;

·         the Subscription Agreement referred to in paragraph 16 above;

·         the Confidentiality Agreement referred to in paragraph 17 above; and

·         a copy of this announcement.

Enquiries:





Whitman Howard Limited (Financial Adviser to Bidco)

Tel: +44 (0)

207

659

1234

Nick Lovering





Francis North





Maitland (media enquiries for Toscafund Asset Management LLP and

Tel: +44 (0)

207

379

5151

Penta Capital LLP)





Neil Bennett





Tom Eckersley





Numis (Rule 3 financial adviser, NOMAD and corporate broker to Circle)

Tel: +44 (0)

207

260

1000

Michael Meade





Richard Thomas





Ben Stoop





Circle Holdings PLC

Tel: +44 (0)

207

034

5258

Michael Kirkwood (Chairman)





Paolo Pieri (Chief Executive Officer)





IMPORTANT NOTES





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 Circle 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. Further Information

Whitman Howard Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Bidco and Tosca Penta and for no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Bidco and Tosca Penta for providing the protections afforded to clients of Whitman Howard Limited, nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this announcement.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Circle and for no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Circle for providing the protections afforded to clients of Numis, nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this announcement.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom or Jersey 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 or Jersey 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.

In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The receipt of cash pursuant to the Offer by Circle Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Circle Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer.

This announcement has been prepared for the purpose of complying with English law and Jersey law and the 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 and Wales or Jersey.

This announcement is not an offer of securities for sale in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer is unlawful.

Notice to US investors

The Offer will be made for securities in a company incorporated under the laws of Jersey and Circle Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been, or will be, prepared in accordance with the Code and UK and Jersey disclosure requirements, format and style, all of which differ from those in the United States. All financial information that is included in this announcement or that may be included or referred to in the Offer Document or any other documents relating to the Offer, has been, or will be, prepared in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the Code, the Panel and the London Stock Exchange. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. In the United States, the Offer will be made solely by Bidco and not by its financial adviser.

Circle is a company incorporated under the laws of Jersey and Bidco is a company incorporated under the laws of England and Wales. All of the assets of the Circle Group and the Bidco Group are located outside of the United States. As a result, it may not be possible for Circle Shareholders in the United States to effect service of process within the United States upon any member of the Circle Group or any member of the Bidco Group or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue any member of the Circle Group or any member of the Bidco Group or their respective officers or directors in a non-US court for violations of the US securities laws. There is also a substantial doubt as to enforceability in the United Kingdom or in Jersey in original actions, or in actions for the enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws.

Cautionary note regarding forward-looking statements

This announcement, including the information included in this announcement, contains certain forward-looking statements. These statements are based on the current expectations of Bidco, Toscafund, Penta and/or Circle (as the case may be) and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may include statements about the expected effects on Bidco, and/or Toscafund and/or Penta and/or Circle of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this announcement other than historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results, outcomes and developments to differ materially from those expressed in or implied by such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, none of Bidco, Toscafund, Penta or Circle can give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this announcement. None of Bidco, Toscafund, Penta or Circle assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulations.

No profit forecasts or estimates

Nothing in this announcement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of Circle or Bidco or Toscafund or Penta and no statement in this announcement should be interpreted to mean that earnings or earnings per share of those entities (where relevant) for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share of those entities (where relevant).

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (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 Offer Period Commencement Date and, if later, following the announcement in which any securities exchange 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 securities exchange 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 Offer Period Commencement Date and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Purchases outside the Offer

Bidco or its nominees or brokers (acting as agents) may purchase Circle Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the Code, the AIM Rules and the rules of the London Stock Exchange.

Publication on websites

A copy of this announcement and the other documents required to be published pursuant to Rule 26 of the Code in connection with the Offer will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be available by no later than 12.00 noon on 30 March 2017 and free of charge for inspection, on Toscafund's website at www.toscafund.com, on Penta's website at www.pentacapital.com and on Circle's website at www.circleholdingsplc.com during the Offer Period. The contents of any website referred to in this announcement are not incorporated into, and do not form part of, this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested from Nick Lovering or Francis North at Whitman Howard Limited during business hours on Tel: +44 (0) 207 659 1234 or by submitting a request in writing to either of them at Whitman Howard Limited, First Floor, Connaught House, 1-3 Mount Street, London W1K 3NB.

Information relating to Circle Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Circle Shareholders, persons with information rights and other relevant persons for the receipt of communications from Circle may be provided to Bidco, Toscafund and Penta during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this announcement have been subject to rounding adjustments.

Time

All times shown in this announcement are London times, unless otherwise stated. Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Circle confirms that, as at the date of this announcement, it has 236,250,223 Ordinary Shares in issue and admitted to trading on the AIM Market of the London Stock Exchange and 11,546,965 Convertible Shares. The Ordinary Shares and the Convertible Shares each carry the right to one vote and therefore the total number of voting rights to be used for disclosure purposes under Rule 8 of the Code shall be 247,797,188. The Circle Board has resolved that, in accordance with the terms of the Articles, the Convertible Shares shall convert automatically into Ordinary Shares (on a one-for-one basis) as soon as practicable following the release of this announcement (and, in any event, by no later than 3 April 2017). The Company will make an application for such Ordinary Shares arising on conversion to be admitted to trading on AIM. Following conversion, the Company will have 247,797,188 Ordinary Shares in issue and no Convertible Shares. Circle does not hold any shares in treasury. The International Securities Identification Number (ISIN) for the Ordinary Shares is JE00B4V99J57.



APPENDIX I

THE CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

PART A - THE CONDITIONS

1.        Acceptance Condition

The Offer will be conditional upon valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as Bidco may, subject to the rules of the Code or with the consent of the Panel decide) in respect of such number of the Circle Shares which, together with the Circle Shares (excluding those Circle Shares to be acquired by Bidco under the Exchange Agreement) acquired, or agreed to be acquired, by Bidco during the Offer Period (whether pursuant to the Offer or otherwise) will result in Bidco holding Circle Shares which constitute, in aggregate, 75 per cent. or more (or such lower percentage as Bidco may, subject to the Code, decide) in nominal value of the Circle Shares to which the Offer relates, provided that this condition will not be satisfied unless Bidco and/or its wholly owned subsidiaries have acquired, or agreed to acquire, before or during the Offer Period (whether pursuant to the Offer or otherwise) Circle Shares which carry, in aggregate, more than 50 per cent. of the Voting Rights, including for this purpose (except to the extent otherwise agreed by the Panel) any such Voting Rights attaching to the Circle Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

For the purposes of this Condition: (i) the expression "Circle Shares to which the Offer relates" shall be construed in accordance with Part 18 of the Jersey Companies Law; (ii) Circle Shares which have been unconditionally allotted but not issued before the Offer becomes, or is declared, unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on issue; and (iii) valid acceptances shall be deemed to have been received in respect of any Circle Shares (excluding those Circle Shares to be acquired by Bidco under the Exchange Agreement) that Bidco shall have acquired, or contracted to acquire, pursuant to Article 117(8) of the Jersey Companies Law.

2.        The Offer will be subject to the following conditions (as amended, if appropriate):

In addition, subject as stated in Part B of this Appendix I and to the requirements of the Panel in accordance with the Code, the Offer will be conditional upon the following Conditions (as amended if appropriate) being satisfied or, where relevant, waived:

Notifications, waiting periods and authorisations

2.1.     all material notifications, filings or applications which are necessary or considered appropriate or desirable by Bidco (acting reasonably) in connection with the Offer having been made and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and its implementation and all material authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions and approvals ("Authorisations") which are necessary or considered appropriate or desirable by Bidco (acting reasonably) in any jurisdiction for, or in respect of, the Offer or the proposed acquisition of any shares or other securities in, or control of, Circle by Bidco or any member of the Circle Group by any member of the Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from any appropriate central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body or authority, court, trade agency, professional association, institution, employee representative body or any other body or person whatsoever in any jurisdiction (a "Third Party") or (without prejudice to the generality of the foregoing) from any person or body with whom any member of the Circle Group or the Bidco Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Circle Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise unconditional in all respects and there being no notice or written intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

2.2.    no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, inquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in any case which is material in the context of the Offer):

2.2.1.   require, prevent or materially delay or affect the divestiture or materially prejudice or alter the terms envisaged for such divestiture by any member of the Circle Group or the Bidco Group of all or any material part of their respective businesses, assets or property or of any Circle Shares or other securities in Circle or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof) to an extent which is material in the context of the Circle Group, taken as a whole;

2.2.2.   other than pursuant to the implementation of the Offer require any member of the Bidco Group or any member of the Circle Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Circle Group or any asset owned by any Third Party;

2.2.3.   impose any material limitation on, or result in a material delay in, the ability of any member of the Bidco Group, directly or indirectly, to acquire, or to hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Circle (or any member of the Circle Group) or on the ability of any member of the Circle Group or any member of the Bidco Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Circle Group, in each case, to an extent which is material in the context of the Circle Group, taken as a whole;

2.2.4.   otherwise adversely affect the business, assets, financial or trading position, profits or prospects of any member of the Circle Group or the Bidco Group to an extent which is material in the context of the Circle Group taken as a whole or the Bidco Group taken as a whole;

2.2.5.   result in any member of the Circle Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Circle Group taken as a whole;

2.2.6.   make the Offer or its implementation, or the acquisition or proposed acquisition of any shares or other securities in, or control of, Circle by Bidco, void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain or delay or otherwise interfere with the Offer or its implementation, or impose material additional conditions or obligations with respect to, or otherwise materially impede, interfere or require material amendment of the Offer or the acquisition of any shares or other securities in, or control of, Circle by Bidco to an extent which is material in the context of the Offer;

2.2.7.   require, prevent or materially delay a divestiture by Bidco or any member of the Circle Group of any shares or other securities convertible into shares (or the equivalent) in any member of the Circle Group to an extent which is material in the context of the Circle Group or any member of the Circle Group taken as a whole; or

2.2.8.   impose any limitation on the ability of any member of the Bidco Group or any member of the Circle Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of the Bidco Group and/or the Circle Group to an extent which is material in the context of the Circle Group or the Bidco Group (as the case may be) taken as a whole,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

2.3.    except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Circle Group is a party or by or to which any such member or any of its assets is, or may be, bound, entitled or subject, or any event or circumstance which, as a consequence of the Offer or the proposed acquisition by Bidco of any shares or other securities in Circle or because of the change in the control of Circle or any other member of the Circle Group represented by the Offer, would, or might reasonably be expected to, result in (in any case to an extent which is, or would reasonably be expected to be, material in the context of the Circle Group, taken as a whole):

2.3.1.   any monies borrowed by, or any other indebtedness, whether actual or contingent, of, or any grant available to, any member of the Circle Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

2.3.2.   the creation or enforcement of any mortgage, charge or other security interest over the whole, or any part, of the business, property or assets of any member of the Circle Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) being enforced or becoming enforceable;

2.3.3.   any liability of any member of the Circle Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

2.3.4.   the rights, liabilities, obligations, interests or business of any member of the Circle Group or any member of the Bidco Group under any such arrangement, agreement, lease, licence, franchise, permit or other instrument, or the interests or business of any member of the Circle Group or any member of the Bidco Group in or with any other person, body, firm or company (or any agreement or arrangement relating to any such interests or business) being, or becoming capable of being, terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

2.3.5.   any member of the Circle Group ceasing to be able to carry on business under any name under which it presently carries on business;

2.3.6.   the value of, or the financial or trading position or prospects of, any member of the Circle Group being prejudiced or adversely affected; or

2.3.7.   the creation or acceleration of any liability (actual or contingent) by any member of the Circle Group other than trade creditors or other liabilities incurred in the ordinary course of business;

Certain events occurring since 31 December 2015

2.4.       except as Disclosed, no member of the Circle Group having since 31 December 2015:

2.4.1.   issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue of, additional new shares of any class or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such new shares, securities or convertible securities or transferred or sold, or agreed to transfer or sell, or authorised or proposed the transfer or sale of Circle Shares out of treasury (except, where relevant, as between Circle and wholly owned subsidiaries of Circle or between the wholly owned subsidiaries of Circle), including as a result of any amendment to the CFO Options, the Circle Trust Relationship Agreement or the terms of the Share Warrants as more particularly described at paragraph 14 of this announcement, except for in each case: (i) the issue of Circle Shares pursuant to the exercise of employee share options or the vesting of employee share awards in the ordinary course under the Circle Share Schemes; (ii) the issue of Circle Shares on the exercise of the CFO Options on the terms of such options as they apply as at the date of this announcement and the corresponding subscription of Ordinary Shares by the Circle Trust pursuant to the terms of the Circle Trust Relationship Agreement as it applies as at the date of this announcement or (iii) the exercise of Share Warrants (on the terms of such warrants as they apply as at the date of this announcement) as more particularly described at paragraph 14 of this announcement;

2.4.2.   recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) save for dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Circle to Circle or any of its wholly owned subsidiaries;

2.4.3.   other than pursuant to the Offer (and except for transactions between Circle and its wholly owned subsidiaries or between the wholly owned subsidiaries of Circle and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment, acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings, in any such case, to an extent which is material in the context of the Circle Group, taken as a whole;

2.4.4.   (except for transactions between Circle and its wholly owned subsidiaries or between the wholly owned subsidiaries of Circle and except for transactions in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so which, in any case, is material in the context of the Circle Group, taken as a whole;

2.4.5.   (except for transactions between Circle and its wholly owned subsidiaries or between the wholly owned subsidiaries of Circle) issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or, except in the ordinary course of business, become subject to any contingent liability or incurred or increased any indebtedness which, in any case, is material in the context of the Circle Group, taken as a whole;

2.4.6.   entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract (including, for the avoidance of doubt, the Circle Trust Loan Agreement and/or the Circle Trust Relationship Agreement), arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which involves an obligation of a nature or magnitude which is reasonably likely to be restrictive on the business of any member of the Circle Group and which, in any case, is material in the context of the Circle Group, taken as a whole;

2.4.7.   (except for salary increases, bonuses or variations of terms in the ordinary course) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Circle Group, save as agreed by Bidco;

2.4.8.   proposed, agreed to provide or modified to a material extent the terms of any share option scheme, incentive scheme or other benefit relating to the employment, or termination of employment, of any employee of the Circle Group save as agreed by Bidco or which is required pursuant to the implementation of the Offer otherwise than in the ordinary course of business and which in any case, is material in the context of the Circle Group, taken as a whole;

2.4.9.   purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in Condition 2.4.1, made any other change to any part of its share capital, save as agreed by Bidco or which is required pursuant to the implementation of the Offer;

2.4.10. waived, compromised or settled any claim (other than in the ordinary course of business or between Circle and its wholly owned subsidiaries or between the wholly owned subsidiaries of Circle) which is material in the context of the Circle Group, taken as a whole;

2.4.11. terminated, or varied the terms of, any agreement or arrangement between any member of the Circle Group and any other person in a manner which would have a material adverse effect on the financial position of the Circle Group, taken as a whole;

2.4.12. other than pursuant to the Offer and as envisaged in accordance with the terms of the Offer, made any material alteration to its memorandum or articles of association or other incorporation documents, in each case, which is material in the context of the Offer;

2.4.13. except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any material change to the terms of the trust deeds or rules or policy or any other governing documents constituting pension scheme(s) established by any member of the Circle Group for its directors, employees or their dependants or any material change to the contributions payable to any such scheme or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, in each case, which is material in the context of the Circle Group, taken as a whole;

2.4.14. been unable, or admitted in writing that it is unable, to pay its debts as they fall due or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased, or threatened to cease, carrying on all, or a substantial part of, its business, in each case, which is material in the context of the Circle Group, taken as a whole;

2.4.15. (other than in respect of a member of the Circle Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all, or any material part of, its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case, which is material in the context of the Circle Group, taken as a whole;

2.4.16. (except for transactions between Circle and its wholly owned subsidiaries or between the wholly owned subsidiaries of Circle) made, authorised, proposed or announced an intention to propose any change in its loan capital other than pursuant to the Circle Trust Loan Agreement (on the terms as they apply as at the date of this announcement), in each case, which is material in the context of the Circle Group, taken as a whole;

2.4.17. entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, in each case, which is material in the context of the Circle Group, taken as a whole; or

2.4.18. entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to, or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 2.4;

No adverse change, litigation, regulatory enquiry or similar

2.5.       except as Disclosed, since 31 December 2015 there having been:

2.5.1.    no adverse change, and no circumstance having arisen which would or would be reasonably expected to result in any adverse change, in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Circle Group which, in any case, is material in the context of the Circle Group, taken as a whole or in the context of the Offer;

2.5.2.    no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Circle Group or to which any member of the Circle Group is, or could reasonably be expected to become, a party (whether as claimant, defendant or otherwise), in each case, which would or would be reasonably expected to have a material adverse effect on the Circle Group, taken as a whole, or in the context of the Offer;

2.5.3.    no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Circle Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the Circle Group, in each case which would or would be reasonably expected to have a material adverse effect on the Circle Group, taken as a whole, or in the context of the Offer;

2.5.4.    no contingent or other liability having arisen or become apparent to Bidco or increased other than in the ordinary course of business which would, or would reasonably be expected to, adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Circle Group to an extent which is material in the context of the Circle Group, taken as a whole, or in the context of the Offer; or

2.5.5.    no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Circle Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Circle Group, taken as a whole, or in the context of the Offer;

No discovery of certain matters regarding information, liabilities and environmental issues 2.6.      except as Disclosed, Bidco not having discovered:

2.6.1.    that any financial, business or other information concerning the Circle Group publicly announced prior to the date of this announcement or disclosed at any time to any member of the Bidco Group or to any of its advisers by or on behalf of any member of the Circle Group prior to the date of this announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, to an extent which, in any such case, is material in the context of the Circle Group, taken as a whole or in the context of the Offer;

2.6.2.    that any member of the Circle Group or any partnership, company or other entity in which any member of the Circle Group has a significant economic interest and which is not a subsidiary undertaking of Circle is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise, and which is material in the context of the Circle Group, taken as a whole, or in the context of the Offer;

2.6.3.    that any past or present member of the Circle Group has not complied in any material respect with all applicable legislation, regulations or other requirements of the relevant jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Circle Group which, in any case, is material in the context of the Circle Group, taken as a whole;

2.6.4.    that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Circle Group which in any case is material in the context of the Circle Group, taken as a whole;

2.6.5.    that there is, or is reasonably likely to be, any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property or asset currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Circle Group (or on its behalf), or in which any such member may have, or previously have had or be deemed to have had, an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto, which, in any case, is material in the context of the Circle Group, taken as a whole;

2.6.6.    that circumstances exist (whether as a result of the making of the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Circle Group would be likely to be required to institute) an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Circle Group (or on its behalf) or by any person for which a member of the Circle Group is or has been responsible, or in which any such member may have, or previously have had or be deemed to have had, an interest, which, in any case, is material in the context of the Circle Group, taken as a whole;

2.6.7.    that Circle or any member of the Circle Group is subject to any liability, actual or contingent and which has arisen otherwise than in the ordinary course of business, which is not disclosed in the annual report and accounts of Circle or any member of the Circle Group for the period ended 31 December 2015 and which is material in the context of the Circle Group, taken as a whole;

2.6.8.    that circumstances exist whereby a person has, or class of persons has, or is reasonably likely to have, any legitimate claim or claims against any member of the Circle Group in respect of any product or process, or materials used therein, now or previously manufactured, sold, supplied or carried out by any past or present member of the Circle Group, which, in each case, is material in the context of the Circle Group, taken as a whole;

2.6.9.    any adverse change, or any circumstance having arisen which would or would be reasonably expected to result in any adverse change, in the business, assets, financial or trading position or profits or prospects or operational performance of the Circle Trustee or the assets of the Circle Trust which results, or could reasonably be expected to result in the Circle Trustee being unable to meet its obligations under the Circle Trust Loan Agreement which, in any case, is material in the context of the Circle Group, taken as a whole or in the context of the Offer; or

2.6.10.  any litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, the Circle Trustee or to which the Circle Trustee is, or could reasonably be expected to become, a party (whether as claimant, defendant or otherwise) which results, or could reasonably be expected to result in the Circle Trustee being unable to meet its obligations under the Circle Trust Loan Agreement which, in any case, is material in the context of the Circle Group, taken as a whole or in the context of the Offer;

Anti-corruption and criminal property

2.7.       except as Disclosed, Bidco not having discovered that:

2.7.1.    any member of the Circle Group or any person that performs or has performed services for or on behalf of any such member is or has engaged in any activity, practice or conduct which would constitute an offence under the UK Bribery Act 2010 or any other applicable anti-corruption legislation;

2.7.2.    any member of the Circle Group is ineligible to be awarded any contract or business under section 57 of the UK Public Contracts Regulations 2015 (as amended); or

2.7.3.    any past or present member of the Circle Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governments or supranational body or authority in any jurisdiction.

 



PART B - CERTAIN FURTHER TERMS OF THE OFFER

1.       Subject to the requirements of the Panel in accordance with the Code, Bidco reserves the right to
waive, in whole or in part, all or any of the above Conditions 2.1 to 2.7 (inclusive). Each of the Conditions 2.1 to 2.7 (inclusive) shall be regarded as a separate Condition and shall not be limited by reference to any other condition.

2.       Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain
satisfied or to treat as fulfilled any of Conditions 2.1 to 2.7 (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3.       If Bidco is required by the Panel to make an offer for Circle Shares under the provisions of Rule 9 of
the Code, Bidco may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.

4.       The Offer will lapse, and will not proceed, if there is a Phase 2 CMA Reference or if Phase 2 European
Commission proceedings are initiated or if, following a referral of the Offer by the European Commission under Article 9(1) of the European Council Merger Regulation to a competent authority in the United Kingdom, there is a Phase 2 CMA Reference, in any such case before 1.00 p.m. (London time) on the First Closing Date or the time and date at which the Offer becomes, or is declared, unconditional as to acceptances (whichever is the later).

5.       The effect of the Offer lapsing is that the Offer will cease to be capable of further acceptance and that
Bidco and any Circle Shareholders, who have accepted the Offer, will cease to be bound by prior acceptances of the Offer.

6.       The availability of the Offer to persons not resident in the United Kingdom or Jersey may be affected
by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom or Jersey should inform themselves about and observe any applicable requirements.

7.       The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means
or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction (unless otherwise determined by Bidco).

8.       Circle Shares which will be acquired under the Offer will be acquired fully paid and free from all
liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including 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 the date of this announcement.

9.       Insofar as a dividend or other distribution and/or a return of capital is proposed, declared, made, paid
or payable by Circle in respect of a Circle Share or any Convertible Share on or after the date of this announcement, Bidco reserves the right to reduce the price payable under the Offer in respect of a Circle Share by the amount of such dividend and/or distribution and/or return of capital, except in so far as the relevant Circle Share is or will be transferred pursuant to the Offer on a basis which entitles Bidco alone to receive the dividend and/or distribution and/or return of capital, but if that reduction to the price has not been effected the person to whom the Offer Price is paid in respect of that Circle Share will be obliged to account to Bidco for the amount of such dividend and/or distribution and/or return of capital. If Bidco exercises its right to reduce the Offer consideration by all or part of the amount of such dividend and/or distribution and/or return of capital that has not been paid, the relevant Circle Shareholders will be entitled to receive and retain that dividend and/or distribution and/or return of capital.

Furthermore, Bidco reserves the right to reduce the consideration payable under the Offer in respect of a Circle Share in such circumstances as are, and by such amount as is, permitted by the Panel.

Any exercise by Bidco of its rights referred to in this paragraph will be the subject of an announcement and, for the avoidance of doubt, will not be regarded as constituting any revision or variation of the Offer.

10.     Under Rule 13.5 of the Code, Bidco may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Bidco in the context of the Offer. The Condition contained in paragraph 1 of Part A of this Appendix I and paragraph 4 of this Part B of this Appendix I are not subject to this provision of the Code.

11.     The Offer will be governed by English law and will be subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Offer Document and, in respect of Circle Shares held in certificated form, the Form of Acceptance.

12.     The Offer will be subject to applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules.

 

 


APPENDIX II

BASES OF CALCULATION AND SOURCES OF INFORMATION

In this announcement, unless otherwise stated or the context otherwise requires, the bases of calculation and sources of information used are as described below.

1.        Unless otherwise stated, financial information relating to the Circle Group has been extracted or derived (without any adjustment) from the Preliminary Results for the year ended 31 December 2016.

2.        The value of the Offer is calculated on the basis of 184,410,649 Circle Shares being in issue. This (a) assumes that 2,200,000 Circle Shares are to be allotted and issued in respect of the CFO Options and 705,770 Circle Shares are to be allotted and issued to the Circle Trustee pursuant to the Circle Trust Relationship Agreement (this number of Circle Shares shall reduce in proportion to any reduction in the total number of Circle Shares held by the Circle Trustee before the exercise of the CFO Options), (b) assumes that 11,546,965 Convertible Shares have converted into the same number of Ordinary Shares as more particularly described in paragraph 10 of this announcement, (c) unless otherwise specified in this announcement, excludes the 66,292,309 Circle Shares held by the Tosca Investors which will not be acquired by way of the Offer and (d) excludes the Circle Shares capable of arising on the exercise of the Share Warrants.

3.        Unless otherwise stated, all Closing Prices have been derived from the Daily Official List.

 

 

 


APPENDIX III

SCHEDULE OF IRREVOCABLE UNDERTAKINGS

1.       Circle Directors' irrevocable undertakings

The following Circle Directors have given irrevocable undertakings to accept the Offer in respect of their own beneficial holdings (or those Circle Shares over which they have control) of Circle Shares and options over Circle Shares:





Percentage of Voting Rights following exercise of the






CFO Options

Percentage of





(excluding

Voting Rights



Number

Number

Circle

following



of options

of options

Shares held

exercise of

Name of Circle

Number of

over existing

over new

by the Tosca

the CFO

Director

Circle Shares(1)

Circle Shares

Circle Shares

Investors)(1),(2)

Options(1),(2)

Michael Kirkwood

94,157

-

-

0.05%

0.04%

Lorraine Baldry

47,078

-

-

0.03%

0.02%

Andrew Shilston

47,078

-

-

0.03%

0.02%

Dr. Massoud Keyvan-Fouladi

2,362,466(1)

500,000(3)

-

1.55%

1.14%

Paolo Pieri

-

750,000(3)

2,200,000(4)

1.60%

1.18%

Total:

2,550,779

1,250,000

2,200,000

3.26%

2.40%

Notes

(1)   Includes the Ordinary Shares arising on conversion of the Convertible Shares following the release of this announcement.

(2)   Includes the subscription of additional Ordinary Shares by the Circle Trustee following exercise of the CFO Options. See paragraph 13 and Appendix II to this announcement for further details.

(3)   Consisting of unvested 'in the money' options under the PIP which accelerate upon the Offer becoming, or being declared, unconditional in all respects and control of Circle passing to Bidco. Exercise of these options and acceptances of the Offer in respect of the resulting Ordinary Shares will be made following the Offer becoming, or being declared, unconditional in all respects and the control of Circle passing to Bidco. No irrevocable undertaking has been given in respect of any 'underwater' options under the MIP, and any such options have been surrendered conditionally upon the Offer becoming, or being declared, unconditional in all respects and the control of Circle passing to Bidco.

(4)   Consisting of the Ordinary Shares to be issued following the allotment and issue of Circle Shares pursuant to the CFO Options. The allotment and issue of these Circle Shares and acceptances of the Offer in respect thereof will be made following the Offer becoming, or being declared, unconditional in all respects and the control of Circle passing to Bidco.

The undertakings shall lapse and cease to have effect on and from the earlier of the following occurrences:

a)       the Offer Document is not published within 28 days of the date of this announcement (or such later date as the Panel may agree);

b)       the Offer lapses in accordance with its terms unless Bidco makes a public announcement that it intends to implement the Offer by way of a Scheme or otherwise; and

c)       Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Offer.



2.         The Circle Trustee's irrevocable undertaking

Bidco has also received an irrevocable undertaking to accept the Offer from the Circle Trustee in respect of:



Percentage of Voting Rights following exercise of the




CFO Options

Percentage of



(excluding Circle Shares held by the

Voting Rights following exercise


Number of

Tosca

of the CFO

Description of Circle Shares

Circle Shares(1)

Investors)1),(2)

Options(1),(2)

Circle Shares held on trust for certain Circle Beneficial Owners(3)

Up to 21,650,933

Up to 11.74%

Up to 8.64%

Circle Shares the subject of exercised PIP Options(4)

Up to 7,361,684

Up to 3.99%

Up to 2.94%

Unallocated Circle Shares (as at 23 March 2017)(5)

13,500,453

7.32%

5.39%

Additional unallocated Circle Shares(2),(6)

18,379,076

9.97%

7.33%

Total:

Up to 60,892,146

Up to 33.02%

Up to 24.29%

Notes:

(1)   Includes the Ordinary Shares arising on conversion of the Convertible Shares following the release of this announcement.

(2)   Includes the subscription of additional Ordinary Shares by the Circle Trustee following exercise of the CFO Options. See paragraph 13 and Appendix II to this announcement for further details.

(3)   The number of Circle Shares will be lower to the extent that the Circle Trustee receives instructions from Circle Beneficial Owners instructing the Circle Trustee to decline to accept the Offer. In accordance with the terms of the Articles, the Circle Trustee has agreed to accept the Offer on behalf of Circle Beneficial Owners who, inter alia, do not instruct the Circle Trustee to reject the Offer within 16 days of the Offer Document being published.

(4)   Assuming all of the options under the PIP in respect of which the Offer Price is higher than the relevant PIP exercise price are exercised.

(5)   The Circle Trustee holds unallocated Ordinary Shares on behalf of the Circle Trust. These Ordinary Shares were reserved for future option awards under the Circle Share Schemes.

(6)   The number of additional unallocated Ordinary Shares assumes that all Ordinary Shares which are subject to vested or unvested options under the PIP where the Offer Price is lower than the relevant PIP exercise price and all options under the MIP will either be surrendered or lapse in accordance with the terms of the rules of the relevant Circle Share Scheme and 705,770 Circle Shares are allotted and issued to the Circle Trustee pursuant to the Circle Trust Relationship Agreement (this number of Circle Shares shall reduce in proportion to any reduction in the total number of Circle Shares held by the Circle Trustee before the exercise of the CFO Options).

The undertaking shall lapse on the same basis as the Circle Directors' irrevocable undertakings save that, in respect of the Circle Trustee, in the event of (a) prior to the Offer becoming, or being declared, unconditional as to acceptances, an announcement is made by a third party in accordance with Rule 2.7 of the Code of a competing offer which is a general offer for all of the issued and to be issued shares of the Company which includes cash consideration equal to or exceeding 110 per cent. of the value of the cash consideration per Ordinary Share available under the terms of the Offer and which the Circle Trustee determines is more attractive than the overall value attributable under the Offer having regard to the total consideration of the Offer and the competing offer and (b) Bidco does not, within ten days of such announcement of such competing offer referred to in (a), announce a revised offer which the Circle Trustee determines values each Ordinary Share at a price equal to or greater than the value of consideration per Ordinary Share under the relevant competing offer, then the Circle Trustee may notify Bidco in writing within two days of the expiry of such ten day period referred to in (b) that the terms of the irrevocable undertaking will lapse (which will allow the Circle Trustee to accept the competing offer).



3.     Irrevocable undertakings from certain Circle Shareholders

 

Name of Circle Shareholder

Number of Circle Shares

Percentage of Voting Rights following exercise of the CFO Options (excluding Circle Shares held by the Tosca Investors) (1) (2)

 

Percentage of Voting Rights following exercise of the CEO Options (1) (2)

Lansdowne Partners

54,167,008

29.37%

21.61%

Richard Griffiths

23,373,905

12.67%

9.32%

Balderton Capital

16,756,534

9.09%

6.68%

Total:

94,297,447

51.13%

37.61%

Notes:

(1)   Includes the Ordinary Shares arising on conversion of the Convertible Shares following the release of this announcement.

(2)   Includes the subscription of additional Ordinary Shares by the Circle Trustee following exercise of the CFO Options. See paragraph 13 and Appendix II to this announcement for further details.

The undertakings referred to above comprise undertakings to accept the Offer.

The undertakings shall lapse on the same basis as the Circle Trustee's irrevocable undertaking as set out above, save that the irrevocable undertaking from Lansdowne Partners will lapse automatically in respect of the relevant competing offer referred to above.

For the avoidance of doubt, but without prejudice to the above, none of the irrevocable undertakings referred to in this Appendix III shall lapse if Bidco, with the consent of the Panel, announces publicly that it is implementing the Offer by way of a Scheme, having previously proceeded with the implementation of the Offer by way of a takeover offer.

 



APPENDIX IV

PART A - THE DISTRIBUTION POLICY

The Circle Trustee holds, as at 23 March 2017 (being the latest practicable date prior to the Offer Period Commencement Date), 13,500,453 unallocated Ordinary Shares on behalf of the Circle Trust. These Ordinary Shares were reserved for future option awards under the Circle Share Schemes. The number of unallocated Ordinary Shares will increase to the extent that any PIP options and MIP options lapse or are surrendered and following the allotment and issue of Ordinary Shares to the Circle Trustee following exercise of the CFO Options.

The Circle Remuneration Committee has recommended that the Circle Trustee distributes (and the Circle Trustee has agreed to so distribute) any surplus assets of the Circle Trust, following the Offer becoming, or being declared, unconditional in all respects and the Offer being accepted in respect of the unallocated Ordinary Shares, to employees who are engaged in the business of the Circle Group as at the date of this announcement on a pro rata basis by reference to the aggregate number of Ordinary Shares and Convertible Shares and options over Circle Shares each such employee held as at the date of this announcement.

PART B - INTERESTS OF CIRCLE DIRECTORS AND CIRCLE PDMRs

1.       Circle Directors

 

Name

Ordinary

Shares(1)

MIP

options(2)

PIP

options

CFO

Options

Distribution of balance of Ordinary Shares held by the Circle

Trust(3)

Total

Michael Kirkwood

94,157

-

-

-

-

94,157

Lorraine Baldry

47,078

-

-

-

-

47,078

Andrew Shilston

47,078

-

-

-

-

47,078

Lord Hutton of Furness

-

-

-

-

-

-

Justin Jewitt

-

-

-

-

-

-

Dr. Massoud Keyvan-Fouladi

2,362,466

-

500,000

-

2,761,697

5,624,163

Paolo Pieri

-

-

750,000

2,200,000

2,432,686

5,382,686

Notes:

(1)   Includes the Ordinary Shares arising on conversion of the Convertible Shares following the release of this announcement.

(2)   All MIP options will lapse following the Offer becoming, or being declared, unconditional in all respects and control of Circle passing to Bidco.

(3)   Assuming all 'in the money' PIP options are exercised and no 'underwater' PIP options are exercised. Calculated on the basis of such assumptions in accordance with the Distribution Policy set out above. Circle Directors will receive the net proceeds of the Offer (being 28 pence per Circle Share subject to applicable tax and national insurance contributions) rather than a transfer of the underlying Circle Shares.

2.       Circle PDMRs

 

Name

Ordinary

Shares(1)

MIP

options(2)

PIP

options

CFO

Options

Distribution of balance of Ordinary Shares held by the Circle

Trust(3)

Total

Nick Boyle

418,560

-

125,000

-

943,915

1,487,475

Sarah Marston

-

-

185,545

-

123,059

308,604

Notes:

(1)   Includes the Ordinary Shares arising on conversion of the Convertible Shares following the release of this announcement.

(2)   All MIP options will lapse following the Offer becoming, or being declared, unconditional in all respects and control of Circle passing to Bidco.

(3)   Assuming all 'in the money' PIP options are exercised and no 'underwater' PIP options are exercised. Calculated on the basis of such assumptions in accordance with the Distribution Policy set out above. Circle PDMRs will receive the net proceeds of the Offer (being 28 pence per Circle Share subject to applicable tax and national insurance contributions) rather than a transfer of the underlying Circle Shares.

 

 



APPENDIX V

DEFINITIONS

The following definitions apply throughout this announcement, unless otherwise stated or the context otherwise requires.

"AIM"                                               means AIM, a market of the London Stock Exchange;

"AIM Rules"                                     means the AIM Rules for Companies published by the London

Stock Exchange;

"Articles"                                          means the articles of association of Circle in force from time-to‑time;

"Balderton"                                       means Balderton Capital III, L.P.;

"Bidco"                                   means DMWSL 849 Limited, a private limited company, incorporated in England and Wales with registered number 10543098;

"Bidco Group"                                   means Bidco and its subsidiary and associated undertakings as such terms are defined in the Companies Act;

"BlueCrest"                                      means BlueCrest Capital International Master Fund Limited;

"Business Day"                                 means a day (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London and Jersey;

"CCG"                                    means Clinical Commissioning Group, being clinically-led statutory NHS bodies responsible for the planning and commissioning of health care services for their local area;

"certificated" or "in certificated         means a share or other security which is not held in uncertificated

form"                                                form (that is, not in CREST);

"CFO Options"                                 means the options to subscribe for 2,200,000 Ordinary Shares granted by Circle on 21 October 2014 to Mr Paolo Pieri;

"Circle" or the "Company"                 means Circle Holdings plc, a public limited company incorporated in Jersey with registered number 10016;

"Circle Beneficial Owners"               means the beneficial owners of certain Ordinary Shares and Convertible Shares (which shall convert automatically into Ordinary Shares (on a one-for-one basis) as soon as practicable following the publication of this announcement (and, in any event, by no later than 3 April 2017)) held by the Circle Trustee;

"Circle Board" or "Circle                   means the board of directors of Circle;

Directors"

"Circle Credo"                                means the set of shared beliefs of the Circle Group to build a great company dedicated to its patients, a summary of which can be found at www.circlehealth.co.uk/about-circle/the-circle-credo;

"Circle Group"                                  means Circle and its subsidiary undertakings, as such terms are

defined in the Jersey Companies Law, and each of Circle Harmony Health Limited and Shanghai Circle Harmony Hospital Management Limited;

"Circle PDMRs"                                means Nick Boyle and Sarah Marston, being the 'persons discharging managerial responsibilities' of Circle;

"Circle Remuneration Committee"   means the remuneration committee of the Circle Directors;

"Circle Shareholders"                       means the holders of Circle Shares and "Circle Shareholder" shall

be construed accordingly;

"Circle Shares"                                 means the Ordinary Shares and "Circle Share" shall be construed accordingly;

"Circle Share Schemes"                    means the PIP and the MIP;

"Circle Trust"                                   means Circle Partnership Benefit Trust;

"Circle Trustee"                                means Circle Partnership Trustee Limited, in its capacity as trustee of the Circle Trust;

"Circle Trust Loan Agreement"        means the amended and restated loan agreement dated 28 March 2017 entered into between Circle and the Circle Trustee;

"Circle Trust Relationship                means the amended and restated relationship agreement dated

Agreement"                                      28 March 2017 entered into between Circle and the Circle Trustee;

"Closing Price"                                 means the closing middle market price of an Ordinary Share on a

particular trading day, as derived from the Daily Official List;

"Code"                                              means the UK City Code on Takeovers and Mergers;

"Companies Act"                              means the UK Companies Act 2006, as amended from time to time;

"Conditions"                                     means the conditions of the Offer set out in Appendix I to this

announcement;

"Confidentiality Agreement"            has the meaning given to it in paragraph 17 of this announcement;

"Convertible Shares"                        means the convertible (36 months) shares of £0.02 each in the

capital of Circle and "Convertible Share" shall be construed accordingly;

"CREST"                                           means the securities system for paperless settlement of trades in

securities and the holding of uncertificated securities operated by Euroclear;

"Daily Official List"                          means the London Stock Exchange Daily Official List published by

the London Stock Exchange;

"Disclosed"                                       means (i) disclosed in the annual report and accounts for Circle for

the period ended 31 December 2015, (ii) Publicly Disclosed, including but not limited to the Preliminary Results (iii) disclosed in this announcement, or (iv) fairly disclosed to Bidco or Bidco's financial, accounting, tax or legal advisers (specifically as Bidco's advisers in relation to the Offer) by or on behalf of Circle prior to the date of this announcement;

"Distribution Policy"                means the distribution policy recommended by the Circle

Remuneration Committee and adopted by the Circle Trustee relating to any surplus assets of the Circle Trust following the Offer becoming, or being declared, unconditional in all respects and control of Circle passing to Bidco;

"Euroclear"                             means Euroclear UK & Ireland Limited, the operator of CREST;

"Exchange Agreement"                     means the agreement dated 28 March 2017 between Bidco and

Toscafund as described in paragraph 16 of this announcement;

"FCA"                                               means the Financial Conduct Authority;

"First Closing Date"                          means the date which falls 21 days after the posting of the Offer

Document;

"Form of Acceptance"                       means the form of acceptance and authority relating to the Circle

Shares, which will accompany the Offer Document;

"JCAM"                                            means JCAM Global Fund (Master) LP;

"Jersey Companies Law"                  means the Companies (Jersey) Law 1991, and the regulations

promulgated thereunder as each may be amended from time to time;

"Lansdowne"                           means Lansdowne Development Markets Master Fund and

Lansdowne Developed Markets Strategic Investment Master Fund Limited;

"London Stock Exchange"                 means London Stock Exchange plc;

"MIP"                                               means the Management Incentive Plan of Circle;

"Numis"                                            means Numis Securities Limited;

"Offer"                                             means the cash offer to be made by Bidco at the Offer Price in

accordance with Part 18 of the Jersey Companies Law to acquire all of the issued and to be issued share capital of Circle not already owned, or agreed to be acquired, by Bidco, on the terms and subject to the conditions set out in this announcement and to be set out in the Offer Document and, in the case of Circle Shares held in certificated form, the Form of Acceptance and, where the context admits, any subsequent revision, variation, extension or renewal of such offer;

"Offer Document"                            means the document to be sent to Circle Shareholders which will

contain, amongst other things, the terms and conditions of the Offer;

"Offer Period"                                  means the offer period (as defined by the Code) relating to Circle,

commencing on the Offer Period Commencement Date and ending on the earlier of the date on which the Offer becomes, or is declared, unconditional as to acceptances and/or the date on which the Offer lapses or is withdrawn (or such other date as the Panel may decide);

"Offer Period Commencement Date" means 29 March 2017;

"Offer Price"                                    means 30 pence per Circle Share;

"Opening Position Disclosure"          means an announcement containing details of interests or short

positions in, or rights to subscribe for, any relevant securities of a party to the offer if the person concerned has such a position;

"Ordinary Shares"                            means all of the issued and fully paid (or credited as fully paid)

ordinary shares of £0.02 each in the capital of Circle and "Ordinary Share" shall be construed accordingly and any further such shares which are issued (or created upon the conversion of Convertible Shares as soon as practicable following the publication of this announcement (and, in any event, by no later than 3 April 2017)) and fully paid (or credited as fully paid) before the time and date on which the Offer ceases to be open for acceptance (or such earlier time and/or date as Bidco may, subject to the Code, decide);

"Panel" or "Takeover Panel"             means the Panel on Takeovers and Mergers;

"Penta"                                             means Penta Capital LLP, a limited liability partnership registered

in Scotland with registered number SO302035;

"Phase 2 CMA Reference"                means a reference of the Offer to the Chair of the Competition and

Markets Authority for the constitution of a group under Schedule 4 to the UK Enterprise and Regulatory Reform Act 2013;

"Phase 2 European Commission        means proceedings initiated by the European Commission under

proceedings"                                     Article 6(1)(c) of Council Regulation 139/2004/EC in respect of the

Offer;

"PIP"                                                means the Partnership Incentive Plan of Circle;

"Preliminary Results"                       means the preliminary results for the year ended 31 December 2016

announced by Circle on 29 March 2017;

"Publicly Disclosed"                          means fairly disclosed in any public announcement by Circle to any

Regulatory Information Service;

"Regulatory Information Service"     means any of the services authorised from time to time by the FCA for the purposes of disseminating regulatory announcements;

"Restricted Jurisdiction"                   means any jurisdiction where the relevant laws or regulations of

such jurisdiction may result in a significant risk of civil, regulatory or criminal exposure if information or documentation concerning the Offer is sent, published or made available to Circle Shareholders in that jurisdiction (in accordance with Rule 30.4 of the Code);

"Richard Griffiths"                           means Richard Griffiths together with Oak Trust Limited and Seren

Investment Management Limited;

"Rollover Loan Note Instrument"     means the loan note instrument constituting the Rollover Loan

Notes executed by Bidco on 28 March 2017 as described in paragraph 16 of this announcement;

"Rollover Loan Notes"                      means unsecured 'rollover' loan notes with a nominal value of 30p

each to be issued by Bidco;

"Scheme"                                          means a scheme of arrangement effected in accordance with

Article 125 of the Jersey Companies Law;

"Share Warrants"                    means the share warrants held by Balderton, Lansdowne,

BlueCrest, JCAM and Health Partners Limited that entitle them to subscribe for up to an aggregate of 3,623,005 Ordinary Shares, as more particularly described in paragraph 14 of this announcement;

"Subscription Agreement"                means the agreement dated 28 March 2017 between Bidco and the

Tosca Penta Funds as described in paragraph 16 of this announcement;

"Subscription Loan Note                   means the loan note instrument constituting the Subscription Loan

Instrument"                                     Notes executed by Bidco on 28 March 2017 as described in

paragraph 16 of this announcement;

"Subscription Loan Notes"                means unsecured 'subscription' loan notes with a nominal value of 30p each to be issued by Bidco;

"Third Party"                                    has the meaning given to it in paragraph 2.1 of Part A of Appendix I

to this announcement;

"Toscafund"                                      means Toscafund Asset Management LLP, a limited liability

partnership registered in England and Wales with registered number OC320318;

"Tosca Investors"                              means Tosca Mid Cap, Tosca Opportunity and The Pegasus Fund

Limited being funds managed by Toscafund;

"Tosca Penta"                                   means, together, Toscafund and Penta;

"Tosca Penta Funds"                         means Tosca Penta Healthco Limited Partnership, Tosca Penta

Healthco II Limited Partnership and Tosca Penta Healthco III Limited Partnership;

"UK" or "United Kingdom"                means the United Kingdom of Great Britain and Northern Ireland;

"US" or "United States"                     means the United States of America, its territories and possessions,

any state of the United States of America and the District of Columbia;

"US GAAP"                                       means generally accepted accounting principles in the US; and

"Voting Rights"                                means all the voting rights attributable to Circle's share capital from

time to time and which are exercisable at a general meeting of Circle.

References to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom. References to "US$" are references to the lawful currency of the United States.

All the times referred to in this announcement are London times unless otherwise stated. References to the singular include the plural and vice versa.

References in this announcement to any English legal term shall in respect of any jurisdiction other than England or in respect of any member of the Circle Group or the Bidco Group which is incorporated or operating in a jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term.

References in this announcement to any Jersey legal term shall in respect of any jurisdiction other than Jersey or in respect of any member of the Circle Group which is incorporated or operating in a jurisdiction other than Jersey be deemed to include what most nearly approximates in that jurisdiction to the Jersey legal term.

All references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

 


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Rule 2.7 Announcement: Recommended cash offer - RNS