Haircut likely for shareholders at recruiter HCL
12 April 2013
Shareholders of healthcare recruiter Healthcare Locums (HCL) could be in for a severe ‘haircut’ under a recommended cash offer for the beleaguered company that would pay out 0.75p a share – a significant drop from their high-flying past.
Fri, 12 Apr 2013Shareholders of healthcare recruiter Healthcare Locums (HCL) could be in for a severe ‘haircut’ under a recommended cash offer for the beleaguered company that would pay out 0.75p a share - a significant drop from their high-flying past.
Angel Acquisitions, a newly incorporated company formed to make and implement the offer, announced yesterday (11 April 2013) that it had reached agreement with HCL's directors on the offer. Angel is currently owned 50% by ACE Holdco and 50% Tosca Opportunity, which together own 72.50% of HCL shares.
“Angel is prepared to provide certain funding support…but this is conditional upon a number of matters occurring, including the De-listing [from AIM] and the restructuring completing,” the statement said.
A source close to HCL says that the offer was the “only viable option for shareholders. The company needs additional funding and this was the only way to get funding. The lending banks weren’t willing to extend additional debt, and the two major shareholder are only willing to give the funding if the company is not listed.”
A City analyst who does not wish to be named says that restructuring usually means job cuts, but that the deal makes the future of HCL more secure.
However, individual shareholders stand to bear significant losses. Craig Tibbles, a minority shareholder with 3.0% of HCL shares, stands to make a loss of around £2.3m should the deal go through. He would receive around £190k for shares that were worth £2.5m in September 2011.
After opening the day at 0.5p yesterday, HCL’s rose to 0.7p, following the announcement.
However, Tibbles, who is a director of candidate compliance firm Compli With Us, tells Recruiter that the offer made for the company “is not a forgone conclusion”. He says he is in “currently in discussion with expert partners” but did not wish to give any further details at this stage.
In February HCL said that it had received an indicative offer from Toscafund Asset Management and Ares Capital Europe (ACE to purchase the remaining shares from current shareholders, and indicated their intention to inject “significant capital” into the business.
The original deadline of 6 March for Tosca and ACE to decide whether or not to make a formal offer for HCL was subsequently extended four times before yesterday’s announcement.
In other features of the deal, Angel says it is only prepared to provide further capital and to restructure HCL after the company has delisted from the AIM market.
Angel says it has agreed changes with senior lenders (HCL’s banks) on HCL’s lending facilities agreement, but that this is conditional on it [Angel] providing up to £10m of new funding to the company. This in turn is conditional upon the offer becoming or being declared unconditional, and HCL being de-listed.
The offer becomes unconditional when Angel has received acceptances of the offer in respect of 75% of HCL shares. At present, Angel says it has agreed to acquire or has received irrevocable undertakings to sell from existing shareholders in respect of 77.97% of HCL shares.
Angel Acquisitions, a newly incorporated company formed to make and implement the offer, announced yesterday (11 April 2013) that it had reached agreement with HCL's directors on the offer. Angel is currently owned 50% by ACE Holdco and 50% Tosca Opportunity, which together own 72.50% of HCL shares.
“Angel is prepared to provide certain funding support…but this is conditional upon a number of matters occurring, including the De-listing [from AIM] and the restructuring completing,” the statement said.
A source close to HCL says that the offer was the “only viable option for shareholders. The company needs additional funding and this was the only way to get funding. The lending banks weren’t willing to extend additional debt, and the two major shareholder are only willing to give the funding if the company is not listed.”
A City analyst who does not wish to be named says that restructuring usually means job cuts, but that the deal makes the future of HCL more secure.
However, individual shareholders stand to bear significant losses. Craig Tibbles, a minority shareholder with 3.0% of HCL shares, stands to make a loss of around £2.3m should the deal go through. He would receive around £190k for shares that were worth £2.5m in September 2011.
After opening the day at 0.5p yesterday, HCL’s rose to 0.7p, following the announcement.
However, Tibbles, who is a director of candidate compliance firm Compli With Us, tells Recruiter that the offer made for the company “is not a forgone conclusion”. He says he is in “currently in discussion with expert partners” but did not wish to give any further details at this stage.
In February HCL said that it had received an indicative offer from Toscafund Asset Management and Ares Capital Europe (ACE to purchase the remaining shares from current shareholders, and indicated their intention to inject “significant capital” into the business.
The original deadline of 6 March for Tosca and ACE to decide whether or not to make a formal offer for HCL was subsequently extended four times before yesterday’s announcement.
In other features of the deal, Angel says it is only prepared to provide further capital and to restructure HCL after the company has delisted from the AIM market.
Angel says it has agreed changes with senior lenders (HCL’s banks) on HCL’s lending facilities agreement, but that this is conditional on it [Angel] providing up to £10m of new funding to the company. This in turn is conditional upon the offer becoming or being declared unconditional, and HCL being de-listed.
The offer becomes unconditional when Angel has received acceptances of the offer in respect of 75% of HCL shares. At present, Angel says it has agreed to acquire or has received irrevocable undertakings to sell from existing shareholders in respect of 77.97% of HCL shares.
