Civica PLC 27 January 2006 27 January 2006 Not for release, distribution or publication in whole or in part in, into or from the United States, Canada, Australia, Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Recommended Cash Offer by Investec on behalf of Civica plc to acquire the issued and to be issued share capital of Comino Group plc Offer declared unconditional as to acceptances Civica plc ("Civica") announces that, as at 1.00 p.m. on 26 January 2006, valid acceptances of the Offer had been received in respect of a total of 13,577,206 Comino Shares representing in aggregate approximately 96.59 per cent. of the issued share capital of Comino Group plc ("Comino"). Accordingly, the Board of Civica announces that the acceptance condition set out in condition (A) of Part A of Appendix 1 to the Offer Document has been satisfied and that the Offer has been declared unconditional as to acceptances. The Offer will remain open for acceptance until further notice. The Offer remains conditional upon the remaining conditions contained in Part A of Appendix 1 to the Offer Document, including the admission of the Placing Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules. Application has been made for the admission of 11,304,348 new ordinary Civica shares of 5 pence each to trading on AIM and it is expected that these new shares will be admitted to trading on AIM and that dealings in those shares will commence on 1 February 2006, when it is also expected that the Offer will become wholly unconditional. Prior to making the Offer, Civica obtained irrevocable undertakings to accept, or procure the acceptance of, the Offer from certain Comino Shareholders in respect of 4,141,591 Comino Shares, representing in aggregate approximately 29.5 per cent. of the issued share capital of Comino. As at 1.00 pm on 10 January 2006, the first closing date of the Offer, valid acceptances had been received in respect of all Comino Shares which were the subject of irrevocable undertakings. Prior to the making of the Offer, Civica had also received a letter of intent in respect of 1,577,286 Comino Shares representing approximately 11.2 per cent. of the issued share capital of Comino. As at 1.00 pm on 10 January 2006, valid acceptances had been received in respect of all such shares. The acceptances received pursuant to the irrevocable undertakings and letter of intent are included in the total number of valid acceptances referred to above. Save as disclosed above, neither Civica nor any person deemed to be acting in concert with Civica for the purpose of the Offer: (a) owned or controlled any Comino Shares, or any rights over such Comino Shares, immediately prior to 7 December 2005, being the commencement of the Offer Period; (b) has acquired or agreed to acquire any Comino Shares (or rights over Comino Shares) during the Offer Period; (c) is interested in or has any rights to subscribe for Comino Shares; (d) holds any short position under a derivative referenced to Comino Shares; (e) is a party to any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any Comino Shares; or (f) has borrowed or lent, save for borrowed shares which have been either on-lent or sold, any Comino Shares. Accepting the Offer Comino Shareholders who have not yet accepted the Offer and wish so to do are urged to do so as soon as possible. Comino Shareholders who hold their Comino Shares in certificated form who wish to accept the Offer and have not done so should complete their Form(s) of Acceptance and return it/them by post or (during normal business hours only) by hand to Capita Registrars, Corporate Actions, PO Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH as soon as possible and, in any event, so as to be received no later than 1.00 p.m. on 31 January 2006, by following the procedure set out in paragraph 16(a) of Part II of the Offer Document. Additional Forms of Acceptance are available from Capita Registrars by telephone on 0870 162 3121 (or +44 20 8639 2157 if telephoning from outside the UK) or at the address referred to above. Comino Shareholders who hold their Comino Shares in uncertificated form (that is, in CREST) who wish to accept the Offer and have not done so should make their acceptance electronically through CREST so that the TTE instruction settles no later than 1.00 p.m. on 31 January 2006, by following the procedure set out in paragraph 16(b) of Part II of the Offer Document. Comino Shareholders who are CREST sponsored members, should refer to their CREST sponsor before taking any action as only their CREST sponsor will be able to send the necessary TTE instruction to CRESTCo in relation to their Comino Shares. The expressions used in this announcement, unless the context otherwise requires, bear the same meaning as in the Offer Document dated 20 December 2005. This announcement does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. Investec, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Civica and no one else in connection with the Offer and will not be responsible to anyone other than Civica for providing the protections afforded to clients of Investec nor for providing advice in connection with the Offer or the contents of this announcement or any matter referred to herein. Close Brothers, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Comino and no one else in connection with the Offer and will not be responsible to anyone other than Comino for providing the protections afforded to clients of Close Brothers nor for providing advice in connection with the Offer or the contents of this announcement or any matter referred to herein. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about, and observe, such restrictions. And failure to comply with the restrictions may constitute a violation of securities laws of any such jurisdiction. Unless otherwise determined by Civica and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of, nor will it be made in, into or from the United States, Canada, Australia, Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance and any other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from the United States, Canada, Australia, Ireland or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction as to do so may invalidate any purported acceptance of the Offer. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Comino all "dealings" in any "relevant securities" of Comino (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the Offer Period otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Comino, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Comino by Civica or Comino, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a " dealing" under Rule 8, you should consult the Panel. Enquiries Civica plc - Simon Downing / Mike Stoddard 020 7760 2800 Buchanan Communications - Tim Thompson / Nicola Cronk 020 7466 5000 Investec - Andrew Pinder / David Currie 020 7597 5970 Comino Group plc - Garth Selvey / Paul Clifford 01628 525 433 Binns & Co PR Ltd - Peter Binns / Paul McManus 020 7153 1485 Close Brothers - Peter Alcaraz / James Davies 020 7655 3100 This information is provided by RNS The company news service from the London Stock Exchange