TIDMCOS
RNS Number : 3675X
Rosen's Diversified Inc
27 August 2020
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction
(including the united states) where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction
.
this announcement contains inside information FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) No . 596/2014. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release
27 August 2020
RECOMMED CASH OFFER
for
COLLAGEN SOLUTIONS PLC
by
ROSEN'S DIVERSIFIED, INC.
Summary and Highlights :
-- The board of directors of Rosen's Diversified, Inc. ("RDI")
and the Independent Directors of Collagen Solutions Plc ("Collagen"
or the "Company") are pleased to announce that they have reached
agreement on the terms of a recommended cash offer (the "Offer") to
be made by RDI for the entire issued and to be issued ordinary
share capital of Collagen not already owned by RDI.
-- RDI is a private company founded in the United States in 1946
and incorporated in 1959. RDI is the Company's largest shareholder.
It is a multi-billion dollar, family owned and controlled business
involved in food production, agrichemicals and distribution. The
consideration payable to Collagen Shareholders under the terms of
the Offer will be funded from the existing cash resources of
RDI.
-- Collagen (AIM: COS) is a global supplier, developer and
manufacturer of medical grade collagen, tissues and related medical
devices and components for use in regenerative medicine, tissue
engineering and research. The Company's products are used in a wide
variety of applications including orthopaedics, cardiovascular,
dental, plastic surgery, wound healing, neurology and urology.
-- Under the terms of the Offer, Collagen Shareholders will be
entitled to receive 6.5 pence in cash for each Collagen Share held,
valuing the entire existing issued and to be issued ordinary share
capital of Collagen, including the existing shareholding of RDI, at
approximately GBP 30.41 million on a fully diluted basis.
-- The Offer Price of 6.5 pence per Collagen Share represents:
(i) a premium of approximately 160.00 per cent. to the Closing
Price of 2.50 pence per Collagen Share on 26 August 2020 (being the
last Business Day prior to the date of this Announcement);
(ii) a premium of approximately 441.67 per cent. to the Closing
Price of 1.20 pence per Collagen Share on 15 April 2020 (being the
last Business Day prior to the commencement of the Formal Sale
Process and resultant Offer Period);
(iii) a premium of approximately 277.84 per cent. to the volume
weighted average price of 1.72 pence per Collagen Share over the
three month period ended on and including 15 April 2020 (being the
last Business Day prior to the commencement of the Formal Sale
Process and resultant Offer Period); and
(iv) a multiple of approximately 7.58 times Collagen's unaudited
revenue for the year ended 31 March 2020.
-- If any dividend, other distribution or return of capital is
authorised, declared, made or paid or becomes payable in respect of
Collagen Shares on or after the date of this Announcement, RDI
reserves the right to reduce the Offer Price by the aggregate
amount of such dividend, distribution or return of capital.
-- At the date of this Announcement, RDI beneficially owns
83,600,000 Collagen Shares representing approximately 18.71 per
cent. of Collagen's existing issued ordinary share capital. In
addition, RDI has an existing strategic relationship with Collagen
pursuant to the Supply Agreement and board representation via Wade
Rosen, a non-executive director of Collagen and a director of
RDI.
-- The Offer is conditional on valid acceptances of the Offer
being received in respect of not less than 90 per cent. (or such
lower percentage as RDI may decide) in nominal value of Collagen
Shares to which the Offer relates and of the voting rights attached
to those shares then normally exercisable at general meetings of
the Company.
-- It is intended that the Offer will be implemented by means of
a takeover offer under Part 28 of the Companies Act 2006 (although
RDI reserves the right to elect to implement the Offer by means of
a Scheme of Arrangement (subject to Panel consent)).
-- Should RDI receive acceptances to its Offer that, when taken
together with Collagen Shares already owned by RDI, represent at
least 75 per cent. of the Collagen Shares and its Offer becomes, or
is declared, wholly unconditional, RDI intends to procure that
Collagen makes an application to the appropriate authorities for
the cancellation of the admission of Collagen Shares to trading on
AIM. Should RDI proceed with the intended cancellation, a notice
period of not less than 20 Business Days will be given on or after
the date on which the Offer becomes, or is declared, unconditional
in all respects. Should RDI not receive sufficient acceptances to
proceed with procuring such an application, then RDI intends,
following completion of the Offer, to seek the cancellation of the
admission of Collagen Shares to trading on AIM under the other
provisions set out in Rule 41 of the AIM Rules.
-- The Offer is subject to the Conditions and further terms set
out in Appendix I to this Announcement and to be set out in the
Offer Document, which it is expected will be despatched to Collagen
Shareholders as soon as reasonably practical and, in any event,
within 28 days of this Announcement.
-- If Collagen Shareholders wish to accept the Offer, it is
important that they follow the instructions to be set out in the
Offer Document and the accompanying Form of Acceptance.
-- Wade Rosen is a non-executive director of Collagen and a
director of RDI, with certain of Mr Rosen's close family members
being the majority beneficial owners and controllers of RDI. Mr
Rosen is also Executive Vice President of Corporate Development of
Scientific Life Solutions, LLC ("SLS"), a subsidiary of RDI. In
view of Mr Rosen's directorship of, and his family's interests in
and control of, RDI, he is not considered to be independent for the
purposes of the Offer. Accordingly, only the Independent Collagen
Directors have reviewed and considered the terms of the Offer.
-- The Independent Collagen Directors, who have been so advised
by Goodbody Stockbrokers UC ("Goodbody"), the Company's Rule 3
adviser and joint financial adviser, as to the financial terms of
the Offer, consider the terms of the Offer to be fair and
reasonable. In providing its advice to the Independent Collagen
Directors, Goodbody has taken into account the commercial
assessments of the Independent Collagen Directors. Goodbody is
providing independent financial advice to the Independent Collagen
Directors for the purposes of Rule 3 of the Code. In addition, the
Independent Collagen Directors consider the terms of the Offer to
be in the best interests of the Collagen Shareholders as a
whole.
-- Accordingly, the Independent Collagen Directors have
unanimously agreed to recommend that Collagen Shareholders accept
the Offer, as the Independent Collagen Directors who currently hold
or control Collagen Shares have irrevocably undertaken so to do (or
procure to be done) in respect of their own beneficial
shareholdings (or the shareholdings they control), amounting, in
aggregate, to 14,608,055 Collagen Shares representing approximately
3.27 per cent. of Collagen's existing issued ordinary share
capital.
-- In addition, RDI has received irrevocable undertakings to
accept (or procure the acceptance of) its Offer from certain
institutional and other Collagen Shareholders (as set out in
Appendix III to this Announcement) in respect of, in aggregate,
176,567,034 Collagen Shares, representing approximately 39.51 per
cent. of Collagen's existing issued ordinary share capital.
-- Accordingly, RDI has obtained irrevocable undertakings over,
in aggregate, 191,175,089 Collagen Shares, representing
approximately 42.78 per cent. of Collagen's existing issued
ordinary share capital and approximately 52.62 per cent. of the
Collagen Shares to which the Offer relates.
-- Further details of the abovementioned irrevocable
undertakings are set out in section 6 of, and Appendix III to, this
Announcement.
-- The Collagen Shares already owned by RDI, when taken together
with the irrevocable undertakings it has obtained to accept (or
procure the acceptance of) its Offer, means that RDI either owns or
has received irrevocable undertakings over, in aggregate,
274,775,089 Collagen Shares, representing approximately 61.49 per
cent. of Collagen's existing issued ordinary share capital.
Chris Brinsmead CBE, Non-Executive Chairman of Collagen,
commented:
"Collagen has built a high-performance team and significant
portfolio of customers and projects, well positioning the Company
in the exciting regenerative biomaterials and tissue market. The
Offer from RDI recognises this strategic value and provides an
attractive opportunity for shareholders to realise immediate value
at a significant revenue multiple and premium to both the
historical and prevailing share price."
Jamal Rushdy, Chief Executive Officer of Collagen, added:
"We believe RDI offers a compelling fit for Collagen, offering
expanded opportunities for our employees, and a solid financial
backing and broader offering to benefit our customers. We
appreciate RDI's recognition of the value of our global workforce
and infrastructure as key to the continued success and growth of
the Company."
Wade Rosen, Director of RDI, commented:
"RDI's acquisition of Collagen, when integrated with SLS, will
create a business of significant scale in the tissue supply and
engineering space. With highly complementary offerings and
capabilities, the combination will reinforce SLS's already robust
position in the North American market, while Collagen's
international presence will also provide a strong platform for the
enlarged group to extend its supply of porcine and bovine tissue
into the EMEA and APAC regions; taken together, we expect this to
accelerate future growth and value creation while enhancing
opportunities for employees of both entities.
"While we recognise that the Board of Collagen had to undertake
the Formal Sale Process in order to maximise shareholder value, we
have always felt that we are the best partner for the Company. We
are, therefore, looking forward to the Offer completing as soon as
practicable, such that we can then fully welcome the Company and
its team members into the RDI organisation.
"Our recommended Offer also provides Collagen Shareholders with
the certainty of a cash exit, in full, at a substantial and
attractive premium over the prevailing value of their Collagen
Shares at a time of considerable global macroeconomic uncertainty
."
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement (including the Appendices).
The Offer will be subject to the Conditions and certain further
terms set out in Appendix I to this Announcement and to the full
terms and conditions which will be set out in the Offer Document.
Appendix II to this Announcement contains the sources of
information and bases of calculation of certain information
contained in this Announcement. Appendix III to this Announcement
contains a summary of the irrevocable undertakings in respect of
the Offer received by RDI. Appendix IV to this Announcement
contains definitions of certain terms used in this summary and the
following content of this Announcement.
A copy of this Announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Collagen's website at
www.collagensolutions.com, along with certain other documentation
required to be posted online pursuant to the Code.
Enquiries:
Rosen's Diversified, Inc. Tel: +1 (612) 406-5181
David Krawitz, Director of Strategy, Operations
and Sales
Strand Hanson Limited Tel: +44 (0) 207 409 3494
(Financial Adviser to Rosen's Diversified,
Inc.)
Stuart Faulkner
Matthew Chandler
James Dance
Jack Botros
Collagen Solutions Plc via Walbrook
Jamal Rushdy, CEO
Hilary Spence, CFO
England & Company LLC Tel: +1 (212) 235-0850
(Joint Financial Adviser to Collagen Solutions
Plc)
Craig England
Paul Teitelbaum
Goodbody Stockbrokers UC Tel: +353 (0) 1 667 0400
(Rule 3 Adviser and Joint Financial Adviser
to Collagen Solutions Plc)
Stephen Kane
Christopher McAuliffe
Cenkos Securities plc Tel: +44 (0) 207 397 8900
(Nominated Adviser and Broker to Collagen Solutions
Plc)
Giles Balleny (Corporate Finance)
Stephen Keys
Walbrook PR Ltd Tel: +44 (0) 207 933 8780
(Financial PR adviser to Collagen Solutions or collagen@walbrookpr.com
Plc) Mob: +44 (0) 7876 741
Anna Dunphy 001
Important Notice
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to RDI and no-one else in
connection with the Offer and other matters described in this
Announcement and will not be responsible to anyone other than RDI
for providing the protections afforded to clients of Strand Hanson
Limited nor for providing advice in relation to the Offer, the
contents of this Announcement or any other matter referred to
herein. Neither Strand Hanson Limited nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Strand Hanson Limited in connection with this
Announcement, any statement contained herein or otherwise.
England & Company LLC, through its wholly owned subsidiary,
England Securities, LLC, is acting as joint financial adviser to
Collagen and no-one else in connection with the Offer and other
matters described in this Announcement and will not be responsible
to anyone other than Collagen for providing the protections
afforded to clients of England & Company LLC nor for providing
advice in relation to the Offer, the contents of this Announcement
or any other matter referred to herein. Neither England &
Company LLC nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of England
& Company LLC in connection with this Announcement, any
statement contained herein or otherwise.
Goodbody Stockbrokers UC, trading as Goodbody, which is
regulated in Ireland by the Central Bank of Ireland and in the UK
by the Financial Conduct Authority, is acting as sole Rule 3
adviser and joint financial adviser to Collagen and no-one else in
connection with the Offer and other matters described in this
Announcement and will not be responsible to anyone other than
Collagen for providing the protections afforded to clients of
Goodbody Stockbrokers UC nor for providing advice in relation to
the Offer, the contents of this Announcement or any other matter
referred to herein. Neither Goodbody Stockbrokers UC nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Goodbody Stockbrokers UC in
connection with this Announcement, any statement contained herein
or otherwise.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority is acting
exclusively as nominated adviser and broker to Collagen and no-one
else in connection with the Offer and other matters described in
this Announcement and will not be responsible to anyone other than
Collagen for providing the protections afforded to clients of
Cenkos Securities plc nor for providing advice in relation to the
Offer, the contents of this Announcement or any other matter
referred to herein. Neither Cenkos Securities plc nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Cenkos Securities plc in connection
with this Announcement, any statement contained herein or
otherwise.
Further information
THIS ANNOUNCEMENT IS MADE PURSUANT TO RULE 2.7 OF THE CODE AND
IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTED TO, AND DOES NOT,
CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION
TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF
ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR
OTHERWISE, 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.
The Offer will be subject to the Conditions and to the further
terms and conditions to be set out in the Offer Document and the
Form of Acceptance. The Offer is being made solely through the
Offer Document (or any other document by which the Offer is made),
which will contain the full terms and conditions of the Offer,
including details of how to accept the Offer. Any acceptance in
relation to the Offer should be made only on the basis of the
information contained in the Offer Document. Collagen Shareholders
are advised to read the Offer Document carefully, once it has been
despatched.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or other independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser .
Overseas jurisdictions
The availability of the Offer and the release, publication and
distribution of this Announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this Announcement comes should inform
themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. In particular, the
ability of persons who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of the
relevant jurisdictions in which they are located.
This Announcement has been prepared for the purposes of
complying with English law, the Code and the AIM Rules 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 and regulations of jurisdictions outside the United
Kingdom.
The Offer will be implemented in accordance with applicable
English law and will be subject to the applicable requirements of
the Code, the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority, the Panel and the rules of the London
Stock Exchange (including the AIM Rules).
Unless otherwise determined by RDI or required by the Code, and
permitted by applicable law and regulation, the Offer will not be
made available directly or indirectly, in, into or from a
Restricted Jurisdiction or any other jurisdiction where to do so
would violate the laws in that jurisdiction and no person may
accept the Offer from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this Announcement, the
Offer Document, the Form of Acceptance and all other documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction unless otherwise
determined by RDI and as permitted by applicable law, and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in, into or from any Restricted Jurisdiction. All persons
receiving this Announcement (including, without limitation,
custodians, nominees and trustees) should observe these
restrictions and any applicable legal or regulatory requirements of
their jurisdiction and must not mail or otherwise forward, send or
distribute this Announcement in, into or from any Restricted
Jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
US shareholders
The O er will be made for securities of an English company and
is being made in the United States in compliance with, and in
reliance on, Section 14(e) of the United States Securities Exchange
Act of 1934 (the "Exchange Act"), Regulation 14E thereunder, and
the exemption therefrom provided by Rule 14d-1(d) under the
Exchange Act. The O er will be made in the United States by RDI and
no one else. The O er is subject to disclosure and procedural
requirements of the United Kingdom which are di erent from those in
the United States. In addition, the payment and settlement
procedures with respect to the O er will comply with the relevant
UK rules, which di er from US payment and settlement procedures.
Neither the United States Securities Exchange Commission, nor any
securities commission of any state or other jurisdiction of the
United States, will approve the O er or review or comment on the
adequacy or completeness of this Announcement.
The receipt of cash pursuant to the O er may have tax
consequences in the United States and under other applicable tax
laws and such consequences, if any, are not described herein. US
Shareholders are urged to consult with their own legal, tax and
nancial advisers in connection with making a decision regarding the
O er.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice, RDI or nominees or brokers of RDI (acting as agents) or
their respective a liates may from time to time make certain
purchases of, or arrangements to purchase, Collagen Shares or other
Collagen securities other than pursuant to the O er at any time
prior to completion of the O er. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any such purchases, or arrangements to
purchase, will comply with all applicable requirements of the Code,
the AIM Rules and Regulation 14E under the US Exchange Act
including Rule 14e-5, to the extent applicable. To the extent
required to be disclosed in accordance with applicable regulatory
requirements, information about any such purchases will be
disclosed on a next day basis to the Panel and will be available
from a Regulatory Information Service.
Canadian shareholders
The enforcement by holders of Collagen Shares in Canada,
resident in Canada or with a registered address in Canada, and any
custodian, nominee or trustee holding Collagen Shares for persons
in Canada or with a registered address in Canada (collectively,
"Canadian Shareholders") of civil liabilities under Canadian
securities laws, to the extent applicable, may be affected
adversely by the fact that each of the Company and RDI is
incorporated or organised under the laws of a jurisdiction other
than Canada, that some or all of their respective officers and
directors are and will be residents of countries other than Canada,
and that all or a substantial portion of the assets of the Company,
RDI and such persons are and will be located outside Canada. As a
result, it may be difficult or impossible for Canadian Shareholders
to effect service of process within Canada upon the Company, RDI or
their respective officers or directors, or to realise against them,
upon judgments of courts of Canada predicated upon liabilities
under Canadian securities laws.
Canadian Shareholders should be aware that the Offer described
in this Announcement may have tax consequences in Canada and should
consult their own tax advisers to determine the particular tax
consequences to them of the Offer in light of their particular
circumstances, as well as any tax consequences that may arise under
the laws of any other relevant foreign, state, local or other
taxing jurisdiction.
Further details in relation to Overseas Shareholders will be
contained in the Offer Document.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement) contains certain statements that
are, or may be deemed to be, forward-looking statements with
respect to RDI and/or Collagen. These forward-looking statements
can be identified by the fact that they do not relate to historical
or current facts. Forward-looking statements also often use words
such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could" or other words of similar
meaning. Forward-looking statements include statements relating to
the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
RDI's or Collagen's operations and potential synergies resulting
from the Offer; and (iii) the effects of government regulation on
RDI's or Collagen's business. These statements are based on
assumptions and assessments made by RDI and/or Collagen (as
applicable) in light of their experience and perception of
historical trends, current conditions, future developments and
other factors they believe appropriate.
Forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this Announcement. Neither RDI or the RDI Group nor
Collagen or the Collagen Group assumes any obligation to update
publicly or revise any forward-looking statement or other
statements contained in this Announcement as a result of new
information, future events or otherwise, except to the extent
required by applicable law, the Panel or the Code.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business and competitive environments, market and
regulatory forces, future exchange and interest rates, changes in
tax rates, and future business combinations or dispositions.
No member of the RDI Group or the Collagen Group nor any of
their respective associates, directors, officers, employees or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur.
Except as expressly provided in this Announcement, no
forward-looking or other statements have been reviewed by the
auditors of the RDI Group or the Collagen Group. All subsequent
oral or written forward-looking statements attributable to any
member of the RDI Group or the Collagen Group, or any of their
respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary
statement above.
No profit forecasts, quantified financial benefit statements or
estimates
No statement in this Announcement is intended, or is to be
construed, as a profit forecast, profit estimate or quantified
financial benefit statement for any period. No statement in this
Announcement should be interpreted to mean that earnings per
Collagen Share for the current or future financial years would
necessarily match or exceed the historical published earnings per
Collagen Share.
Dealing and Opening Position 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
Collagen 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 commencement of the offer
period 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) Collagen 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 p.m. (UK time) on
the 10th Business Day following the commencement of the offer
period and, if appropriate, by no later than 3.30 p.m. (UK 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 Collagen 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 Collagen or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant
securities of Collagen 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) Collagen and
(ii) any securities exchange offeror(s), 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 p.m. (UK 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 Collagen 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 Collagen and
by any offeror and Dealing Disclosures must also be made by
Collagen, 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 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.
Publication on a website and availability of hard copies
This Announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Collagen's website at
www.collagensolutions.com by no later than 12.00 noon (UK time) on
the Business Day following this Announcement.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks on such website is incorporated into, or forms part of,
this Announcement.
A hard copy of this Announcement will be sent to Collagen
Shareholders (other than Collagen Shareholders who have elected to
receive electronic communications) in the near future. Collagen
Shareholders may request a hard copy of this Announcement (and any
information incorporated by reference in this Announcement) free of
charge by contacting the Receiving Agent, Neville Registrars
Limited, on 0121 585 1131 from within the UK or +44 (0) 121 585
1131 if calling from outside the UK between 9.00 a.m. to 5.00 p.m.,
Monday to Friday (except public holidays in England and Wales) or
by submitting a request in writing to the Receiving Agent at
Neville House, Steelpark Road, Halesowen, B62 8HD . Collagen
Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Offer should be in hard copy form. If you have received this
Announcement in electronic form, hard copies of this Announcement
and any document or information incorporated by reference into this
Announcement will not be provided unless such a request is
made.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, Collagen confirms that,
as at the date of this Announcement, it has 446,878,910 ordinary
shares of 1 penny each in issue and admitted to trading on AIM,
with no shares held in treasury. The International Securities
Identification Number of Collagen's ordinary shares is
GB00B94T6Y14.
Information relating to Collagen Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Collagen Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Collagen may be provided to RDI 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
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Time
All times shown in this Announcement are UK times, unless
otherwise stated.
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction
(including the united states) where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction
.
this announcement contains inside information FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) No . 596/2014. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
27 August 2020
RECOMMED CASH OFFER
for
COLLAGEN SOLUTIONS PLC
by
ROSEN'S DIVERSIFIED, INC.
1. Introduction
The board of directors of RDI and the Independent Directors of
Collagen are pleased to announce that they have reached agreement
on the terms of a recommended cash offer to be made by RDI for the
entire issued and to be issued ordinary share capital of Collagen
not already owned by RDI. The Offer of 6.5 pence per Collagen Share
values the entire existing issued and to be issued ordinary share
capital of Collagen, including the existing shareholding of RDI, at
approximately GBP30.41 million on a fully diluted basis.
The Offer, to be made by way of a takeover offer pursuant to
Part 28 of the Companies Act 2006, will be conditional on valid
acceptances of the Offer being received in respect of not less than
90 per cent. (or such lower percentage as RDI may decide) in
nominal value of Collagen Shares to which the Offer relates and of
the voting rights attached to those shares then normally
exercisable at general meetings of the Company.
RDI is a private company founded in the United States in 1946
and incorporated in 1959. As at the date of this Announcement, RDI
is the Company's largest shareholder, holding approximately 18.71
per cent. of Collagen's existing issued ordinary share capital. It
is a multi-billion dollar, family owned and controlled business
involved in food production, agrichemicals and distribution. In
addition, RDI, via its subsidiary, SLS, has an existing strategic
relationship with the Collagen Group pursuant to the Supply
Agreement. Further information on RDI is set out in section 8
below.
Wade Rosen is a non-executive director of Collagen and a
director of RDI, with certain of Mr Rosen's close family members
being the majority beneficial owners and controllers of RDI. Mr
Rosen is also Executive Vice President of Corporate Development of
SLS. In view of Mr Rosen's directorship of, and his family's
interests in and control of, RDI, he is not considered to be
independent for the purposes of the Offer. Accordingly, only the
Independent Collagen Directors have reviewed and considered the
terms of the Offer.
The Independent Collagen Directors have unanimously agreed to
recommend that Collagen Shareholders accept the Offer, as the
Independent Collagen Directors who currently hold or control
Collagen Shares have irrevocably undertaken so to do (or procure to
be done) in respect of their own beneficial shareholdings (or the
shareholdings they control) amounting, in aggregate, to 14,608,055
Collagen Shares representing approximately 3.27 per cent. of the
existing issued ordinary share capital of Collagen.
2. The Offer
Under the terms of the Offer, which will be subject to the
Conditions and further terms summarised below and in Appendix I to
this Announcement and to the full terms and conditions to be set
out in the Offer Document, Collagen Shareholders will be entitled
to receive:
for each Collagen Share 6.5 pence in cash
The Offer values the entire existing issued and to be issued
ordinary share capital of Collagen, including the existing
shareholding of RDI, at approximately GBP30.41 million on a fully
diluted basis and the Offer Price represents:
(i) a premium of approximately 160.00 per cent. to the Closing
Price of 2.50 pence per Collagen Share on 26 August 2020 (being the
last Business Day prior to the date of this Announcement);
(ii) a premium of approximately 441.67 per cent. to the Closing
Price of 1.20 pence per Collagen Share on 15 April 2020 (being the
last Business Day prior to the commencement of the Formal Sale
Process and resultant Offer Period);
(iii) a premium of approximately 277.84 per cent. to the volume
weighted average price of 1.72 pence per Collagen Share over the
three month period ended on and including 15 April 2020 (being the
last Business Day prior to the commencement of the Formal Sale
Process and resultant Offer Period); and
(iv) a multiple of approximately 7.58 times Collagen's unaudited
revenue for the year ended 31 March 2020.
If, on or after the date of this Announcement and before the
Offer becomes or is declared wholly unconditional, any dividend,
other distribution and/or return of capital is authorised,
declared, made or paid or becomes payable in respect of the
Collagen Shares, RDI reserves the right to reduce the Offer Price
by an amount of up to the amount of such dividend, distribution
and/or return of capital. To the extent that any such dividend,
distribution and/or other return of capital is authorised,
declared, made or paid or is payable and it is: (i) transferred
pursuant to the Offer on a basis which entitles RDI to receive the
dividend, distribution or return of capital and to retain it; or
(ii) cancelled, the consideration payable under the terms of the
Offer will not be subject to change in accordance with this
paragraph. Any exercise by RDI of its rights referred to in this
paragraph shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any
revision or variation of the Offer.
It is expected that the Offer Document will be published as soon
as reasonably practicable but, in any event within 28 days of this
Announcement (or within such longer period as the Panel and
Collagen may agree).
3. Background to and reasons for the Offer
RDI is of the view that the acquisition of Collagen would, when
integrated with SLS, create a business of significant scale in the
tissue supply and engineering space. RDI views the capabilities and
offerings of the Collagen Group as being both complementary and
enhancing to its existing SLS business and believes that the
distinctive combination of capabilities and shared growth
aspirations will enhance opportunities for employees of both
entities.
RDI believes that the markets in which Collagen operates are
characterised by strong growth outlooks, notwithstanding the impact
of the COVID-19 pandemic, driven by favourable long term macro
trends, particularly changing demographics. The acquisition of
Collagen would, in the view of the RDI Directors, reinforce SLS's
already robust position in the North American market, providing
diversification through additional capabilities and products.
The RDI Directors consider that successful completion of the
Offer would provide a foundation for SLS to become a major tissue
provider in North America, leveraging the RDI Group's local porcine
and bovine harvest, logistics and distribution capabilities in the
United States. Furthermore, RDI believes that Collagen's
international presence would also provide a platform for SLS to
extend its supply of porcine and bovine tissue into the EMEA and
APAC regions.
RDI values its existing relationship with the Collagen Group, as
both a substantial shareholder and a strategic partner, through the
Supply Agreement, and RDI recognises value in the pipeline of
opportunities that has arisen for SLS.
RDI believes that Collagen represents an attractive strategic
and cultural fit with SLS and has been impressed by the long-term
vision and ethos of the Company, which it has encountered in its
capacity as a strategic partner.
RDI also is of the view that, as part of the RDI Group, the
Company will be released from the requirement to meet the UK public
equity market's shorter term expectations and will operate with a
reduced cost base as a result of its private status.
In addition, RDI believes that, as a relatively small and
specialist UK quoted company, the Company will find it increasingly
difficult to attract and retain sufficient research coverage, stock
liquidity and level of market rating that would make retaining its
existing trading facility on AIM worthwhile. As such, following
successful completion of the Offer, the Company would be able to
eliminate the regulatory burden, constraints and numerous expenses
associated with maintaining a UK public listing.
4. Recommendation of the Independent Collagen Directors
The Independent Collagen Directors, who have been so advised by
Goodbody, the Company's Rule 3 adviser and joint financial adviser,
as to the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable. In providing its advice to the
Independent Collagen Directors, Goodbody has taken into account the
commercial assessments of the Independent Collagen Directors.
Goodbody is providing independent financial advice to the
Independent Collagen Directors for the purposes of Rule 3 of the
Code. In addition, the Independent Collagen Directors consider the
terms of the Offer to be in the best interests of the Collagen
Shareholders as a whole.
Accordingly, the Independent Collagen Directors have unanimously
agreed to recommend that Collagen Shareholders accept the Offer, as
the Independent Collagen Directors who currently hold or control
Collagen Shares have irrevocably undertaken so to do (or procure to
be done) in respect of their own beneficial shareholdings (or the
shareholdings which they control), amounting, in aggregate, to
14,608,055 Collagen Shares representing approximately 3.27 per
cent. of the existing issued ordinary share capital of
Collagen.
The Offer Document, which it is expected will be despatched to
Collagen Shareholders as soon as practicable and, in any event,
within 28 days of this Announcement, will contain, inter alia,
further details of the Offer and the procedure for acceptance.
5. Background to and reasons for the Independent Collagen Directors' recommendation of the Offer
In agreeing to recommend the Offer to Collagen Shareholders, the
Independent Collagen Directors , who have been advised by Goodbody,
have considered a number of factors, including those set out
below.
Formal Sale Process
On 16 April 2020, the Company announced that, following the
receipt of interest in the Company, it had decided to conduct a
formal review of the various strategic options available to the
Company to maximise value for its shareholders. These options
included the potential sale of the Company or the sale of one or
more of the Company's assets. To facilitate discussions with
interested parties, the Company announced the commencement of a
"formal sale process" as set out in the Code. The Company invited
indications of interest from interested parties by 15 May 2020.
On 18 May 2020, the Company announced that it had received
indications of interest in respect of: (i) a purchase of the
Company as a whole; (ii) a purchase or investment in a part of the
business of the Company; and (iii) a refinancing of the Company.
Following that announcement, the Company has engaged with relevant
parties in a constructive and positive manner with a view to
optimising value for shareholders, resulting in the Offer, which
the Independent Collagen Directors believe is in the best interests
of Collagen Shareholders.
Current trading and outlook
The Independent Collagen Directors have considered the Group's
"Unaudited Full Year Results" announcement of 31 July 2020 and the
current trading and outlook for the Group set out in section 7 of
this Announcement.
The Independent Collagen Directors recognise that the financial
year ended 31 March 2020 was impacted by two write-downs, capacity
constraints in the Glasgow plant and COVID-19 challenges. Despite
these challenges, the Independent Collagen Directors recognise that
in the first quarter of the current financial year Collagen
generated revenue of approximately GBP0.9 million and, following
the signature of two new supply agreements in July 2020, the
Group's year to date sales plus its confirmed order book stood in
excess of GBP4 million as at 21 July 2020. Furthermore, the
Independent Collagen Directors believe that underlying clinical
demand for the Group's products will remain strong in the
medium-to-long term, and that the Company is well positioned to
service the markets in which it operates. The Independent Collagen
Directors remain confident that the Group's existing strategy would
deliver future value for Collagen Shareholders.
The Independent Collagen Directors also believe that the terms
of the Offer acknowledge the quality of Collagen's business and the
strength of its future prospects and that the Offer Price
represents an attractive opportunity for Collagen Shareholders to
realise an immediate and attractive cash value, at a significant
premium to the share price immediately prior to commencement of the
Formal Sale Process and to historical share price performance in
recent years.
The Independent Collagen Directors consider that the opportunity
for Collagen Shareholders to realise an immediate attractive cash
value may not be otherwise achievable in the near to medium term,
given the lack of liquidity in Collagen Shares and the limited
opportunity for Collagen Shareholders otherwise to realise their
investments in significant volume through the stock market.
In addition, while the Independent Collagen Directors believe
that the Group is well positioned going forward, they are mindful
of the nature of the industry challenges it faces, including the
risks surrounding product development, the challenges (including
pricing and competitive challenges) of securing new business, the
requirement for ongoing investment and the need for further
economies of scale to compete and drive significant growth.
The consideration
The Offer values the entire issued and to be issued ordinary
share capital of Collagen, on a fully diluted basis, at
approximately GBP30.41 million. The Offer represents:
-- a premium of approximately 160.00 per cent. to the Closing
Price of 2.50 pence per Collagen Share on 26 August 2020 (being the
last Business Day prior to the date of this Announcement);
-- a premium of approximately 441.67 per cent. to the Closing
Price of 1.20 pence per Collagen Share on 15 April 2020 (being the
last Business Day prior to the commencement of the Formal Sale
Process and resultant Offer Period);
-- a premium of approximately 277.84 per cent. to the volume
weighted average price of 1.72 pence per Collagen Share over the
three month period ended on and including 15 April 2020 (being the
last Business Day prior to the commencement of the Formal Sale
Process and resultant Offer Period); and
-- a multiple of approximately 7.58 times Collagen's unaudited
revenue for the year ended 31 March 2020.
Alternative options
As outlined above, the Independent Collagen Directors, in
conjunction with the Company's financial advisers, Goodbody and
England & Company, conducted a comprehensive review of the
options available to the Company. The review considered, amongst
other options, the sale of the Company as a whole, the sale of one
or more of the Company's assets and a refinancing of the Company.
Taking into account the options available to Collagen, the
feasibility and execution risks arising and the likely timeframe to
achieve such alternative options the Independent Collagen Directors
have concluded that the Offer is in the best interests of Collagen
Shareholders.
RDI's stated intentions and assurances
The Independent Collagen Directors have given due consideration
to RDI's stated intentions and assurances regarding Collagen
contained in section 11 of this Announcement. In particular, the
Independent Collagen Directors note RDI's intention to continue to
support Collagen's management in continuing to execute and refine
their existing business plan and strategy for the development of
the Collagen Group and that it does not intend to make any changes
to the Group's research and development functions. The Independent
Collagen Directors additionally note RDI's expectation that,
following successful completion of the Offer, Collagen would
operate principally as it does today, but as a direct or indirect
subsidiary of RDI. The Independent Collagen Directors also welcome
RDI's confirmations that it will fully safeguard the existing
employment rights, including pension rights, of the management and
employees of Collagen in accordance with contractual and statutory
requirements and that it does not intend to make any material
changes in the conditions of employment of the employees and
management of Collagen.
Additional factors
Additional factors that have also been taken into consideration
by the Independent Collagen Directors in agreeing to recommend the
Offer include:
-- their belief that the Offer provides liquidity at a fair and
reasonable price for Collagen Shareholders;
-- the number of Collagen Shares in respect of which RDI has
obtained irrevocable undertakings to accept the Offer;
-- their belief that the Offer provides value certainty for
Collagen Shareholders at a significant premium to, inter alia, the
share price immediately prior to commencement of the Formal Sale
Process and to historical share price performance in recent years,
recognising the Company's market position, its future growth
prospects and the risks associated with those prospects;
-- the Company's current and projected cash position and their
belief that the Offer provides the Company with increased access to
capital to support growth;
-- RDI's approach to Collagen's customers, employees, and
existing international operations; and
-- their belief that the Offer provides the Company with
enhanced financial and operational flexibility as the business
seeks to execute its strategy and achieve its long-term
targets.
Overview
The foregoing summary of the factors considered by the
Independent Collagen Directors is not intended to be exhaustive but
does set forth the principal factors considered by the Independent
Collagen Directors. The Independent Collagen Directors collectively
reached the unanimous conclusion to recommend the Offer in the
light of the various factors described above. In view of the wide
range of factors considered by the Independent Collagen Directors
in connection with their evaluation of the Offer and the complexity
of these matters, the Independent Collagen Directors did not
consider it practical and did not attempt to quantify, rank or
otherwise assign relative weights to the specific factors
considered in reaching their decision. Rather, the Independent
Collagen Directors agreed to make their recommendation based on the
totality of information presented to, and the investigation
conducted by, them with the assistance of the Company's
advisers.
6. Irrevocable undertakings
RDI has received irrevocable undertakings to accept (or procure
the acceptance of) its Offer (or, in the event that the Offer is
implemented by way of a Scheme of Arrangement, to vote, or procure
the vote, in favour of such Scheme of Arrangement at the Scheme
Meetings) from certain institutional and other Collagen
Shareholders (who are listed in Appendix III to this Announcement),
in respect of, in aggregate, 176,567,034 Collagen Shares,
representing approximately 39.51 per cent. of the existing issued
ordinary share capital of Collagen.
The Independent Collagen Directors who beneficially hold or
control Collagen Shares as at the date of this Announcement have
also irrevocably undertaken to accept (or procure acceptance of)
the Offer (or, in the event that the Offer is implemented by way of
a Scheme of Arrangement, to vote, or procure the vote, in favour of
such Scheme of Arrangement at the Scheme Meetings) in respect of
their entire beneficial shareholdings (or shares over which they
exercise control), amounting to, in aggregate, 14,608,055 Collagen
Shares, representing approximately 3.27 per cent. of the existing
issued ordinary share capital of Collagen.
RDI has therefore received irrevocable undertakings to accept
(or procure the acceptance of) its Offer (or, in the event that the
Offer is implemented by way of a Scheme of Arrangement, to vote, or
procure the vote, in favour of such Scheme of Arrangement at the
Scheme Meetings) in respect of, in aggregate, 191,175,089 Collagen
Shares, representing approximately 42.78 per cent. of the existing
issued ordinary share capital of Collagen.
The irrevocable undertakings in respect of the Independent
Collagen Directors and Mr David Evans shall lapse and cease to be
binding, inter alia, if (i) the Offer Document is not published
within 28 days of this Announcement (or within such longer period
as the Panel and Collagen may agree); (ii) the Offer lapses or is
withdrawn without becoming or being declared unconditional in all
respects, unless: (a) this is as a result of RDI exercising its
right to implement the Offer by way of a Scheme of Arrangement; or
(b) a new, revised or replacement Offer or Scheme of Arrangement is
announced by RDI within seven (7) business days of the lapse or
withdrawal of the Offer, provided that the terms of such new,
revised or replacement Offer or Scheme of Arrangement are no less
favourable to all Collagen Shareholders as the terms set out in
this Announcement; or (iii) RDI announces, with the consent of the
Panel, that it does not intend to proceed with the Offer.
The irrevocable undertakings in respect of Seneca Partners
Limited and Calculus Capital Limited shall lapse and cease to be
binding, inter alia, if: (i) a competing offer from a third party
for the entire issued and to be issued ordinary share capital of
Collagen (other than any shares owned by such person or any person
acting in concert with it) is made in accordance with Rule 2.7 of
the Code (whether by way of a takeover offer or Scheme of
Arrangement) within 14 days of posting of the Offer Document
provided that the value of that offer as at the date it is made
exceeds 7.25 pence (and in respect of non cash offers this
determination must be in the reasonable opinion of the Independent
Collagen Directors); (ii) if the Offer Document is not published
within 28 days of this Announcement (or within such longer period
as the Panel and Collagen may agree); (iii) the Offer lapses or is
withdrawn without becoming or being declared unconditional in all
respects unless: (a) this is as a result of RDI exercising its
right to implement the Offer by way of a Scheme of Arrangement; or
(b) a new, revised or replacement Offer or Scheme of Arrangement is
announced by RDI within seven (7) business days of the lapse or
withdrawal of the Offer, provided that the terms of such new,
revised or replacement Offer or Scheme of Arrangement are no less
favourable to all Collagen Shareholders as the terms set out in
this Announcement; or (iv) RDI announces, with the consent of the
Panel, that it does not intend to proceed with the Offer.
The irrevocable undertakings in respect of Helium Rising Stars
Fund Limited, Rathbone Investment Management Limited, Mr Peter
Meyer and 1615915 Alberta Limited shall lapse and cease to be
binding, inter alia, if: (i) a competing offer from a third party
for the entire issued and to be issued ordinary share capital of
Collagen (other than any shares owned by such person or any person
acting in concert with it) is made in accordance with Rule 2.7 of
the Code (whether by way of a takeover offer or Scheme of
Arrangement) within 14 days of posting of the Offer Document
provided that: (a) the Independent Collagen Directors recommend
that offer; and (b) the value of that offer as at the date it is
made exceeds 7.25 pence (and in respect of non cash offers this
determination must be in the reasonable opinion of the Independent
Collagen Directors); (ii) if the Offer Document is not published
within 28 days of this Announcement (or within such longer period
as the Panel and Collagen may agree); (iii) the Offer lapses or is
withdrawn without becoming or being declared unconditional in all
respects unless: (a) this is as a result of RDI exercising its
right to implement the Offer by way of a Scheme of Arrangement; or
(b) a new, revised or replacement Offer or Scheme of Arrangement is
announced by RDI within seven (7) business days of the lapse or
withdrawal of the Offer, provided that the terms of such new,
revised or replacement Offer or Scheme of Arrangement are no less
favourable to all Collagen Shareholders as the terms set out in
this Announcement; or (iv) RDI announces, with the consent of the
Panel, that it does not intend to proceed with the Offer.
The irrevocable undertaking in respect of Gresham House Asset
Management Limited shall lapse and cease to be binding, inter alia,
if: (i) a competing offer from a third party (other than a company
controlled by RDI) for the entire issued share capital of Collagen
is announced at a price which exceeds 7.25 pence per Collagen Share
(which may include where such competing offer is not for cash
consideration, provided that in respect of such a non cash
competing offer this determination is in the reasonable opinion of
the board of Collagen); (ii) the Offer Document is not dispatched
within 28 days after the date of this Announcement; or (iii) the
Offer lapses or is withdrawn.
Further details of the irrevocable undertakings received by RDI
(including the circumstances in which the irrevocable undertakings
will cease to remain binding) are set out in Appendix III to this
Announcement.
Copies of the irrevocable undertakings will be put on display on
Collagen's website at: www.collagensolutions.com by no later than
12.00 noon (UK time) on 28 August 2020.
7. Information relating to the Collagen Group
The Collagen Group is a global supplier, developer, and
manufacturer of medical grade collagen, tissues, and related
medical devices and components for use in regenerative medicine,
tissue engineering, and research. The Group's products are used in
a wide variety of applications including orthopaedics,
cardiovascular, dental, plastic surgery, wound healing, neurology
and urology. The Group generates revenue across global markets
including North America, Europe, Middle East & Africa and Asia.
The Collagen Group has 43 employees.
On 31 July 2020, Collagen announced its unaudited full year
results for the year ended 31 March 2020, where it reported Group
revenue and other income of GBP4.6 million (2019: GBP4.5 million),
a loss after taxation of GBP3.2 million (2019: GBP1.0 million) and
net assets as at 31 March 2020 of GBP17.9 million (2019: GBP15.4
million).
Collagen was incorporated in England and Wales on 15 March 2013
and its ordinary shares admitted to trading on AIM on 5 April 2013.
Collagen Shares are currently admitted to trading on AIM under the
symbol COS and with an ISIN of GB00B94T6Y14.
As at the last Business Day prior to the date of this
Announcement, Collagen's issued ordinary share capital comprises
446,878,910 Collagen Shares. Based on the Closing Price of a
Collagen Share of 2.50 pence on 26 August 2020 (being the last
Business Day prior to the date of this Announcement), this equates
to a market capitalisation of approximately GBP11.17 million.
Current trading and prospects
The Collagen Group continues to trade in line with the Collagen
Directors' expectations.
The Collagen Group generated revenue in the first quarter of its
2021 financial year of approximately GBP0.9 million, helped by a
reduction in the impact of COVID-19 experienced by the Collagen
Group in the last quarter of its financial year to 31 March 2020.
The Group's cash balance was GBP1.6 million at the end of the
quarter to 30 June 2020. Following the signature of two new supply
agreements in July 2020, the Group's year to date sales plus its
confirmed order book stood in excess of GBP4 million as at 21 July
2020.
As announced on 6 July 2020, Collagen entered into a deed of
variation in relation to its existing Bond Subscription Agreement
with Norgine Ventures and the related Bond Instrument. The
variation provides for a reduction in the capital payments from 1
July 2020 and delays the date of redemption of the bonds by either
three or six months from 30 September 2020 for Tranche A and from
31 January 2021 for Tranche B. The exact timing of the delay to the
redemption dates and relevant repayments (three or six months)
depends on the delivery of specific commercial milestones, in
respect of which the Company has confidence and visibility based on
its existing customer base and contracted milestones. As at 30 June
2020, the Company had repaid a total of GBP1.96 million of the
principal against the total GBP3 million drawn.
Additionally, the Independent Collagen Directors believe that
the surgical product end-markets of the Collagen Group's customers'
appear to be recovering from the decline in non-emergency or
elective procedure volumes, and customer demand for the Collagen
Group's services and biomaterials products have not declined.
During the COVID-19 pandemic to date, the Group and its markets
have been tested but are showing resilience. The Independent
Collagen Directors' continue to believe that the underlying
clinical demand for the Collagen Group's products will remain
strong in the medium-to-long term, and that the Collagen Group is
well positioned in these markets. In this context, the Independent
Collagen Directors remain confident that the Company's existing
strategy would deliver future value for Collagen Shareholders.
Further financial and other information on Collagen will be set
out in the Offer Document.
8. Information relating to RDI
8.1 RDI
RDI is a private company founded in the United States in 1946
and incorporated in 1959. It is a multi-billion dollar, family
owned and controlled business involved in food production,
agrichemicals and distribution.
Headquartered in Bloomington, Minnesota, RDI operates three
business segments, namely: i) American Foods Group, LLC, a meat
processing company believed by the RDI Directors to be the fifth
largest beef packer in the United States and which includes a
transportation and logistics division; ii) Rosen's, Inc., a
distributor of agricultural chemicals; and iii) SLS, a supplier of
critical components to the bioresearch and biomedical fields.
In its 2019 financial year, the RDI Group reported audited total
revenue of approximately US$4 billion. The RDI Group sells a broad
range of food, agricultural and scientific products into more than
30 countries, across five continents, and has over 4,500
employees.
8.2 Previous Strategic Investment and Supply Agreement
On 20 May 2019, as part of a broader fundraising by Collagen,
the Company announced, inter alia, a strategic investment of
GBP4.18 million by RDI, pursuant to a conditional subscription for
83,600,000 new Collagen Shares at a price of 5 pence per share (the
"Strategic Investment ").
The Strategic Investment, alongside a placing and open offer to
raise a further GBP1.8 million (before expenses) at a price of 5
pence per share, was subsequently approved by Collagen's
shareholders at a duly convened general meeting held on 5 June
2019.
RDI's principal rationale for making the Strategic Investment
was to provide SLS with accelerated access to animal tissue-related
biomedical products and, accordingly, the investment was
accompanied by the Supply Agreement between Collagen Solutions NZ
Limited, a wholly owned subsidiary of Collagen, and SLS for the
supply of such tissue products. In addition, from completion of the
Strategic Investment, pursuant to the terms of the subscription
agreement, RDI has the right to appoint a director to the Board of
Collagen, for so long as it holds 15 per cent. or more of the
Company's issued ordinary share capital. Accordingly, on 6 June
2019, the Company announced that Wade Rosen had joined the Collagen
Board as a non-executive director and the nominated representative
of RDI, which remains the current situation. Mr Rosen is also a
director of RDI and Executive Vice President of Corporate
Development of SLS.
9. Financing of the Offer
In accordance with Rule 2.7(d) of the Code, Strand Hanson,
financial adviser to RDI, is satisfied that sufficient financial
resources are available to RDI to enable it to implement the Offer
in full. Assuming that the cash consideration is payable to all
Collagen Shareholders other than RDI, on a fully diluted basis,
full implementation of the Offer would require a maximum cash
payment of approximately GBP24.97 million by RDI which will be
funded entirely out of RDI's existing cash resources.
There is no requirement for any funding from third party
providers of finance to the RDI Group.
Further information on the financing of the Offer will be set
out in the Offer Document.
10. Collagen Share Schemes
Participants in the Collagen Share Schemes will be contacted
regarding the effect of the Offer on their rights under the
Collagen Share Schemes. In accordance with Rule 15 of the Code, RDI
will make appropriate proposals to such participants in due course
and details of such proposals will also be set out in the Offer
Document.
11. Collagen's Directors, management, employees, research and development and locations
RDI recognises the significant skills, expertise and operational
experience of the existing Collagen executive team and, following
completion of the Offer, does not expect to implement material
changes to the senior executive management structure and expects
that existing management will play an important role in the future
development of Collagen.
The RDI Directors intend to support Collagen's management in
continuing to execute and refine their existing business plan and
strategy for the development of the Collagen Group. However, on
completion of the Offer, RDI intends to commence a review of the
Collagen Group in order to confirm and potentially identify further
cost-savings and refine anticipated synergistic benefits,
particularly with the existing activities of SLS. Such review and
integration process, which will include due consultation with the
appropriate stakeholders within Collagen and RDI, is expected to
occur within 12 months following completion of the Offer, and may
result in a limited number of cost savings and redundancies where
operational efficiencies are identified, likely to be focused on
head office, finance and administrative related functions,
especially those related to Collagen's current status as a publicly
quoted company on AIM.
Save for Wade Rosen, who will remain on the Collagen Board, all
of the other non-executive Collagen Directors, being Chris
Brinsmead, Geoffrey Bennett and Malcolm Gillies, have agreed to
resign with effect from completion of the Offer or, if later, on
the date when admission of the Collagen Shares to trading on AIM is
cancelled. They will each receive remuneration in line with the
termination provisions of their letters of appointment by way of
compensation.
In addition, RDI does not plan to make any changes to the
research and development functions of the Collagen Group, nor does
it have any plans to make any material headcount reductions or
other material changes to the terms and conditions of employment or
in the balance of the skills and functions of the management and
employees of the Collagen Group or the RDI Group, other than as set
out above with regard to the non-executive directors of Collagen
and anticipated limited number of cost savings and redundancies
focused on the areas outlined above.
The RDI Board has given assurances to the Independent Collagen
Directors that, following the Offer becoming or being declared
wholly unconditional, the existing contractual and statutory
employment rights and terms and conditions of employment, including
any employer contributions to company pension schemes as
applicable, of the management and employees of the Collagen Group
will be fully safeguarded. RDI does not intend to make any changes
with regards to the Collagen Group's existing pension schemes,
including with regard to current arrangements for the funding of
any scheme deficit, the accrual of benefits for existing members
and the admission of new members to such schemes.
Furthermore, RDI generally expects that, following successful
completion of the Offer, Collagen would operate principally as it
does today, but as a direct or indirect subsidiary of RDI, and RDI
has no intentions to redeploy the fixed assets of the Collagen
Group. The RDI Directors also have no intention to change
Collagen's headquarters location or headquarters functions in
Glasgow. The RDI Directors believe that the Offer, if successfully
completed, will provide a stable and well capitalised future for
Collagen.
It is intended that the appointments of the executive directors
of Collagen will remain unchanged following successful completion
of the Offer, however there are no agreements or arrangements
between RDI and the directors, management or employees of Collagen
in relation to their on-going involvement in the business and the
Offer will not be conditional on reaching agreement with such
persons.
In addition, RDI has not entered into, nor is it in discussions
on any proposals to enter into, any form of incentivisation
arrangements with members of Collagen's management who are
interested in Collagen Shares and has no plans so to do. Following
completion of the Offer, RDI may put in place incentive
arrangements for certain members of the Collagen management team.
No proposals have been made on the terms of any incentive
arrangements for relevant management.
As set out in section 13 below, RDI intends to seek the
cancellation of the admission of the Collagen Shares to trading on
AIM shortly following the Offer becoming, or being declared,
unconditional in all respects, thereby enabling Collagen's
management to be entirely focussed on the growth and development of
the business, rather than AIM investor and UK publicly quoted
company related matters.
In accordance with Rule 2.11 of the Code, Collagen will make
available to its employees a copy of this Announcement and will
inform its employees of the rights of any employee representatives
under Rule 25.9 of the Code to require that a separate opinion of
any employee representatives on the effects of the Offer on
employment be appended to the Offer Document. If and to the extent
that Collagen is provided with an opinion from the employee
representatives after the date of publication of the Offer
Document, Collagen will publish that opinion in accordance with
Rule 25.9 of the Code.
12. Structure and implementation of the Offer and compulsory acquisition
Process
It is intended that the Offer will be implemented by means of a
takeover offer under Part 28 of the Companies Act 2006, the
provisions of which will be set out in full in the Offer Document
(although RDI reserves the right to elect to implement the Offer by
means of a Scheme of Arrangement (subject to Panel consent)).
The Collagen Shares shall be acquired under 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.
The Offer Document and the accompanying Form of Acceptance will
be published as soon as reasonably practicable and, in any event,
within 28 days of this Announcement (or within such longer period
as the Panel and Collagen may agree). Collagen Shareholders are
urged to read the Offer Document and the accompanying Form of
Acceptance carefully once they have been dispatched.
Conditions
The Offer will lapse unless all the Conditions to the Offer have
been fulfilled or (if capable of waiver) waived or, where
appropriate, determined by RDI to have been or remain satisfied by
midnight (London time) on the date which is 21 days after the later
of the First Closing Date and the date on which the Offer becomes,
or is declared, unconditional as to acceptances (or such later date
(if any) as RDI may, with the consent of the Panel or in accordance
with the Code, decide).
Compulsory acquisition
If RDI receives acceptances under the Offer in respect of,
and/or otherwise acquires, 90 per cent. or more of the Collagen
Shares by nominal value, and the voting rights attaching to such
shares, to which the Offer relates and assuming that all of the
Conditions have been satisfied or waived (if capable of being
waived), RDI intends to exercise its right, pursuant to the
provisions of Chapter 3 of Part 28 of the Companies Act 2006, to
acquire compulsorily the remaining Collagen Shares in respect of
which the Offer has not been accepted on the same terms as the
Offer.
Anticipated timetable
It is expected that the Offer Document, together with the Form
of Acceptance, will be dispatched to Collagen Shareholders and, for
information only, to the holders of options granted under the
Collagen Share Schemes as soon as reasonably practicable and, in
any event, within 28 days of this Announcement (or within such
longer period as the Panel and Collagen may agree).
A full expected timetable of principal events will be set out in
the Offer Document.
13. Cancellation of admission to trading on AIM and re--registration
On completion of the Offer, Collagen will become a subsidiary of
RDI. Following the Offer becoming, or being declared, unconditional
in all respects and if RDI has by virtue of acceptances of the
Offer acquired, or agreed to acquire, Collagen Shares which,
together with Collagen Shares already owned by RDI represent at
least 75 per cent. of the voting rights attaching to the Collagen
Shares, RDI intends to procure that Collagen makes an application
to the London Stock Exchange for the cancellation of the admission
of the Collagen Shares to trading on AIM. It is anticipated that
the intended cancellation would take effect no earlier than 20
Business Days after the date on which the Offer becomes, or is
declared, unconditional in all respects. Should RDI not receive
sufficient acceptances to the Offer to proceed with procuring such
an application, then RDI intends, following completion of the
Offer, to seek the cancellation of the admission of Collagen Shares
to trading on AIM under the other provisions set out in Rule 41 of
the AIM Rules.
The cancellation of the admission of the Collagen Shares to
trading on AIM would significantly reduce the liquidity and
marketability of any Collagen Shares in respect of which the Offer
has not been accepted at that time and the value of any such
Collagen Shares may be adversely affected as a consequence.
It is also intended that following the Offer becoming or being
declared unconditional in all respects and the admission to trading
on AIM of Collagen Shares having been cancelled, RDI will seek to
re--register Collagen as a private limited company under the
relevant provisions of the Companies Act 2006.
14. Offer-related arrangements
Confidentiality Agreement
RDI and Collagen entered into a mutual confidentiality agreement
on 24 April 2020 (the "Confidentiality Agreement") pursuant to
which RDI and Collagen have undertaken to keep confidential
information relating to the other party and not disclose it to
third parties (other than to permitted persons) unless required by
applicable law or regulation. Such confidentiality obligations will
remain in force until completion of the Offer or otherwise for a
period of 12 months from the date of the Confidentiality
Agreement.
The Confidentiality Agreement also contains customary standstill
and non-solicitation undertakings from RDI to Collagen in
connection with the acquisition of interests in the securities of
Collagen and existing Collagen employees.
15. Disclosure of interests in the Collagen Group's relevant securities
RDI confirms that within 10 Business Days of the date of this
Announcement, it will make an Opening Position Disclosure, setting
out the details required to be disclosed by it under Rule 8.1(a) of
the Code.
Save for the 83,600,000 Collagen Shares held by RDI, which
represent approximately 18.71 per cent. of Collagen's existing
issued ordinary share capital, and the irrevocable undertakings
referred to in section 6 above, as at the close of business on 26
August 2020 (being the last Business Day prior to the date of this
Announcement), neither RDI nor any of the directors of RDI, nor so
far as the directors of RDI are aware, any other person acting, or
deemed to be acting, in concert (within the meaning of the Code)
with RDI for the purposes of the Offer had:
(a) any interest in, or right to subscribe for, any relevant securities of Collagen;
(b) any short positions in respect of any relevant securities of
Collagen (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 of, relevant securities
of Collagen;
(c) borrowed or lent any relevant securities of Collagen (save
for any borrowed shares which have been either on-lent or
sold);
(d) procured an irrevocable commitment or letter of intent to
accept the Offer or to vote in favour of a Scheme of Arrangement in
respect of any relevant securities of Collagen; nor
(e) any arrangement in relation to any relevant securities of Collagen.
For these purposes, an "arrangement" includes any indemnity or
option arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to the relevant securities
of Collagen which is, or may be, an inducement to deal or refrain
from dealing in such securities.
16. General
RDI reserves the right to elect, with the consent of the Panel,
to implement the Offer by way of a Scheme of Arrangement as an
alternative to the Offer. In such event, the Scheme of Arrangement
would be made on substantially the same terms as those which would
apply to the Offer (subject to appropriate amendments, including
the requirement of Collagen Shareholders to vote, or procure the
vote, in favour of a Scheme of Arrangement at the Scheme Meetings
and the requirement for the sanction, or approval, of the Scheme of
Arrangement by the High Court of England and Wales).
The Offer will be subject to the Conditions and certain 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 Form
of Acceptance. The sources of information and bases of calculation
contained in this Announcement are set out in Appendix II to this
Announcement. A summary of the irrevocable undertakings is set out
in Appendix III to this Announcement. Certain terms used in this
Announcement are defined in Appendix IV to this Announcement.
The Offer Document will include full details of the Offer,
together with the expected timetable of principal events, and will
be accompanied by the Form of Acceptance. The Offer will be subject
to the applicable requirements of the Code, the Panel, the London
Stock Exchange, the AIM Rules and the FCA.
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
("MAR"). Market soundings, as defined in MAR, were taken in respect
of the Offer, with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this Announcement. Therefore, those persons that
received inside information in a market sounding are no longer in
possession of inside information relating to Collagen and its
securities.
17. Consents
Strand Hanson has given and not withdrawn its consent to the
publication of this Announcement with the inclusion in it of the
references to its name and (where applicable) advice in the form
and context in which they appear.
Goodbody has given and not withdrawn its consent to the
publication of this Announcement with the inclusion in it of the
references to its name and (where applicable) advice in the form
and context in which they appear.
England & Company has given and not withdrawn its consent to
the publication of this Announcement with the inclusion in it of
the references to its name and (where applicable) advice in the
form and context in which they appear.
18. Documents available on Collagen's website
Copies of the following documents will be made available,
subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on Collagen's website at
www.collagensolutions.com by no later than 12.00 noon (UK time) on
28 August 2020 until the end of the Offer Period:
-- this Announcement;
-- the irrevocable undertakings referred to in section 6 above
and summarised in Appendix III to this Announcement;
-- the Confidentiality Agreement; and
-- the written consents provided by Strand Hanson, Goodbody and
England & Company referred to in section 17 of this
Announcement.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks on such website is incorporated into, or forms part of,
this Announcement.
Enquiries:
Rosen's Diversified, Inc. Tel: +1 (612) 406-5181
David Krawitz, Director of Strategy, Operations
and Sales
Strand Hanson Limited Tel: +44 (0) 207 409 3494
(Financial Adviser to Rosen's Diversified, Inc.)
Stuart Faulkner
Matthew Chandler
James Dance
Jack Botros
Collagen Solutions Plc via Walbrook
Jamal Rushdy, CEO
Hilary Spence, CFO
England & Company LLC Tel: +1 (212) 235-0850
(Joint Financial Adviser to Collagen Solutions
Plc)
Craig England
Paul Teitelbaum
Goodbody Stockbrokers UC Tel: +353 (0) 1 667 0400
(Rule 3 Adviser and Joint Financial Adviser to
Collagen Solutions Plc)
Stephen Kane
Christopher McAuliffe
Cenkos Securities plc Tel: +44 (0) 207 397 8900
(Nominated Adviser and Broker to Collagen Solutions
Plc)
Giles Balleny (Corporate Finance)
Stephen Keys
Walbrook PR Ltd Tel: +44 (0) 207 933 8780
(Financial PR adviser to Collagen Solutions Plc) or collagen@walbrookpr.com
Anna Dunphy Mob: +44 (0) 7876 741
001
Important Notice
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to RDI and no-one else in
connection with the Offer and other matters described in this
Announcement and will not be responsible to anyone other than RDI
for providing the protections afforded to clients of Strand Hanson
Limited nor for providing advice in relation to the Offer, the
contents of this Announcement or any other matter referred to
herein. Neither Strand Hanson Limited nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Strand Hanson Limited in connection with this
Announcement, any statement contained herein or otherwise.
England & Company LLC, through its wholly owned subsidiary,
England Securities, LLC, is acting as joint financial adviser to
Collagen and no-one else in connection with the Offer and other
matters described in this Announcement and will not be responsible
to anyone other than Collagen for providing the protections
afforded to clients of England & Company LLC nor for providing
advice in relation to the Offer, the contents of this Announcement
or any other matter referred to herein. Neither England &
Company LLC nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of England
& Company LLC in connection with this Announcement, any
statement contained herein or otherwise.
Goodbody Stockbrokers UC, trading as Goodbody, which is
regulated in Ireland by the Central Bank of Ireland and in the UK
by the Financial Conduct Authority, is acting as sole Rule 3 and
joint financial adviser to Collagen and no-one else in connection
with the Offer and other matters described in this Announcement and
will not be responsible to anyone other than Collagen for providing
the protections afforded to clients of Goodbody Stockbrokers UC nor
for providing advice in relation to the Offer, the contents of this
Announcement or any other matter referred to herein. Neither
Goodbody Stockbrokers UC nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Goodbody Stockbrokers UC in connection with this Announcement,
any statement contained herein or otherwise.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority is acting
exclusively as nominated adviser and broker to Collagen and no-one
else in connection with the Offer and other matters described in
this Announcement and will not be responsible to anyone other than
Collagen for providing the protections afforded to clients of
Cenkos Securities plc nor for providing advice in relation to the
Offer, the contents of this Announcement or any other matter
referred to herein. Neither Cenkos Securities plc nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Cenkos Securities plc in connection
with this Announcement, any statement contained herein or
otherwise.
Further information
THIS ANNOUNCEMENT IS MADE PURSUANT TO RULE 2.7 OF THE CODE AND
IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTED TO, AND DOES NOT,
CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION
TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF
ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR
OTHERWISE, 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.
The Offer will be subject to the Conditions and to the further
terms and conditions to be set out in the Offer Document. The Offer
is being made solely through the Offer Document (or any other
document by which the Offer is made), which will contain the full
terms and conditions of the Offer, including details of how to
accept the Offer. Any acceptance in relation to the Offer should be
made only on the basis of the information contained in the Offer
Document and the Form of Acceptance. Collagen Shareholders are
advised to read the Offer Document carefully, once it has been
despatched.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or other independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser .
Overseas jurisdictions
The availability of the Offer and the release, publication and
distribution of this Announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this Announcement comes should inform
themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. In particular, the
ability of persons who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of the
relevant jurisdictions in which they are located.
This Announcement has been prepared for the purposes of
complying with English law, the Code and the AIM Rules 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 and regulations of jurisdictions outside the United
Kingdom.
The Offer will be implemented in accordance with applicable
English law and will be subject to the applicable requirements of
the Code, the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority, the Panel and the rules of the London
Stock Exchange (including the AIM Rules).
Unless otherwise determined by RDI or required by the Code, and
permitted by applicable law and regulation, the Offer will not be
made available directly or indirectly, in, into or from a
Restricted Jurisdiction or any other jurisdiction where to do so
would violate the laws in that jurisdiction and no person may
accept the Offer from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this Announcement, the
Offer Document, the Form of Acceptance and all other documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction unless otherwise
determined by RDI and as permitted by applicable law, and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in, into or from any Restricted Jurisdiction. All persons
receiving this Announcement (including, without limitation,
custodians, nominees and trustees) should observe these
restrictions and any applicable legal or regulatory requirements of
their jurisdiction and must not mail or otherwise forward, send or
distribute this Announcement in, into or from any Restricted
Jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
US shareholders
The O er will be made for securities of an English company and
is being made in the United States in compliance with, and in
reliance on, Section 14(e) of the United States Securities Exchange
Act of 1934 (the "Exchange Act"), Regulation 14E thereunder, and
the exemption therefrom provided by Rule 14d-1(d) under the
Exchange Act. The O er will be made in the United States by RDI and
no one else. The O er is subject to disclosure and procedural
requirements of the United Kingdom which are di erent from those in
the United States. In addition, the payment and settlement
procedures with respect to the O er will comply with the relevant
UK rules, which di er from US payment and settlement procedures.
Neither the United States Securities Exchange Commission, nor any
securities commission of any state or other jurisdiction of the
United States, will approve the O er or review or comment on the
adequacy or completeness of this Announcement.
The receipt of cash pursuant to the O er may have tax
consequences in the United States and under other applicable tax
laws and such consequences, if any, are not described herein. US
Shareholders are urged to consult with their own legal, tax and
nancial advisers in connection with making a decision regarding the
O er.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice, RDI or nominees or brokers of RDI (acting as agents) or
their respective a liates may from time to time make certain
purchases of, or arrangements to purchase, Collagen Shares or other
Collagen securities other than pursuant to the O er at any time
prior to completion of the O er. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any such purchases, or arrangements to
purchase, will comply with all applicable requirements of the Code,
the AIM Rules and Regulation 14E under the US Exchange Act
including Rule 14e-5, to the extent applicable. To the extent
required to be disclosed in accordance with applicable regulatory
requirements, information about any such purchases will be
disclosed on a next day basis to the Panel and will be available
from a Regulatory Information Service.
Canadian shareholders
The enforcement by holders of Collagen Shares in Canada,
resident in Canada or with a registered address in Canada, and any
custodian, nominee or trustee holding Collagen Shares for persons
in Canada or with a registered address in Canada (collectively,
"Canadian Shareholders") of civil liabilities under Canadian
securities laws, to the extent applicable, may be affected
adversely by the fact that each of the Company and RDI is
incorporated or organised under the laws of a jurisdiction other
than Canada, that some or all of their respective officers and
directors are and will be residents of countries other than Canada,
and that all or a substantial portion of the assets of the Company,
RDI and such persons are and will be located outside Canada. As a
result, it may be difficult or impossible for Canadian Shareholders
to effect service of process within Canada upon the Company, RDI or
their respective officers or directors, or to realise against them,
upon judgments of courts of Canada predicated upon liabilities
under Canadian securities laws.
Canadian Shareholders should be aware that the Offer described
in this Announcement may have tax consequences in Canada and should
consult their own tax advisers to determine the particular tax
consequences to them of the Offer in light of their particular
circumstances, as well as any tax consequences that may arise under
the laws of any other relevant foreign, state, local or other
taxing jurisdiction.
Further details in relation to Overseas Shareholders will be
contained in the Offer Document.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement) contains certain statements that
are, or may be deemed to be, forward-looking statements with
respect to RDI and/or Collagen. These forward-looking statements
can be identified by the fact that they do not relate to historical
or current facts. Forward-looking statements also often use words
such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could" or other words of similar
meaning. Forward-looking statements include statements relating to
the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
RDI's or Collagen's operations and potential synergies resulting
from the Offer; and (iii) the effects of government regulation on
RDI's or Collagen's business. These statements are based on
assumptions and assessments made by RDI and/or Collagen (as
applicable) in light of their experience and perception of
historical trends, current conditions, future developments and
other factors they believe appropriate.
Forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this Announcement. Neither RDI or the RDI Group nor
Collagen or the Collagen Group assumes any obligation to update
publicly or revise any forward-looking statement or other
statements contained in this Announcement as a result of new
information, future events or otherwise, except to the extent
required by applicable law, the Panel or the Code.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business and competitive environments, market and
regulatory forces, future exchange and interest rates, changes in
tax rates, and future business combinations or dispositions.
No member of the RDI Group or the Collagen Group nor any of
their respective associates, directors, officers, employees or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur.
Except as expressly provided in this Announcement, no
forward-looking or other statements have been reviewed by the
auditors of the RDI Group or the Collagen Group. All subsequent
oral or written forward-looking statements attributable to any
member of the RDI Group or the Collagen Group, or any of their
respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary
statement above.
No profit forecasts, quantified financial benefit statements or
estimates
No statement in this Announcement is intended, or is to be
construed, as a profit forecast, profit estimate or quantified
financial benefit statement for any period. No statement in this
Announcement should be interpreted to mean that earnings per
Collagen Share for the current or future financial years would
necessarily match or exceed the historical published earnings per
Collagen Share.
Dealing and Opening Position 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
Collagen 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 commencement of the offer
period 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) Collagen 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 p.m. (UK time) on
the 10th Business Day following the commencement of the offer
period and, if appropriate, by no later than 3.30 p.m. (UK 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 Collagen 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 Collagen or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant
securities of Collagen 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) Collagen and
(ii) any securities exchange offeror(s), 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 p.m. (UK 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 Collagen 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 Collagen and
by any offeror and Dealing Disclosures must also be made by
Collagen, 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 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.
Publication on a website and availability of hard copies
This Announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Collagen's website at
www.collagensolutions.com by no later than 12.00 noon (UK time) on
the Business Day following this Announcement.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks on such website is incorporated into, or forms part of,
this Announcement.
A hard copy of this Announcement will be sent to Collagen
Shareholders (other than Collagen Shareholders who have elected to
receive electronic communications) in the near future. Collagen
Shareholders may request a hard copy of this Announcement (and any
information incorporated by reference in this Announcement) free of
charge by contacting the Receiving Agent, Neville Registrars
Limited, on 0121 585 1131 from within the UK or +44 (0) 121 585
1131 if calling from outside the UK between 9.00 a.m. to 5.00 p.m.,
Monday to Friday (except public holidays in England and Wales) or
by submitting a request in writing to the Receiving Agent at
Neville House, Steelpark Road, Halesowen, B62 8HD. Collagen
Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Offer should be in hard copy form. If you have received this
Announcement in electronic form, hard copies of this Announcement
and any document or information incorporated by reference into this
Announcement will not be provided unless such a request is
made.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, Collagen confirms that,
as at the date of this Announcement, it has 446,878,910 ordinary
shares of 1 penny each in issue and admitted to trading on AIM,
with no shares held in treasury. The International Securities
Identification Number of Collagen's ordinary shares is
GB00B94T6Y14.
Information relating to Collagen Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Collagen Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Collagen may be provided to RDI 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
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Time
All times shown in this Announcement are UK times, unless
otherwise stated.
Appendix I
Conditions and certain further terms of the Offer
Part A : The Conditions
1. The Offer shall be subject to the following Conditions:
(a) valid acceptances of the Offer being received (and not,
where permitted, withdrawn) by no later than 1.00 p.m. (London
time) on the First Closing Date of the Offer (or such later time(s)
and/or dates(s) as RDI may, with the consent of the Panel or in
accordance with the Code, decide) in respect of not less than 90
per cent. (or such lower percentage as RDI may decide) (i) in
nominal value of Collagen Shares to which the Offer relates, and
(ii) of the voting rights attached to those shares, provided that
this Acceptance Condition will not be satisfied unless RDI and/or
any member of the RDI Group shall have acquired or agreed to
acquire (whether pursuant to the Offer or otherwise and including
any existing holding of RDI), directly or indirectly, Collagen
Shares carrying in aggregate more than 50 per cent. of the voting
rights then normally exercisable at a general meeting of
Collagen;
and for the purposes of this Acceptance Condition:
(i) Collagen 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 shall carry upon issue; and
(ii) valid acceptances shall be deemed to have been received in
respect of Collagen Shares which are treated for the purposes of
Part 28 of the Companies Act 2006 as having been acquired or
contracted to be acquired by RDI by virtue of acceptances of the
Offer or otherwise;
(b) subject to Part B below and to the requirements of the
Panel, the Offer will also be conditional upon the following
matters, unless such Conditions (as amended as appropriate) have
been satisfied (where capable of satisfaction) and continue to be
satisfied or, where relevant, waived:
(i) all notifications and filings which are necessary in
connection with the Offer having been made by the relevant party,
all necessary waiting periods (including any extension to them)
under any applicable legislation or regulations of any jurisdiction
having expired, lapsed or been terminated, all necessary statutory
or regulatory obligations in any relevant jurisdiction having been
complied with and all Authorisations which in each case are
necessary for or in respect of the Offer, its implementation or any
acquisition of any shares in, or control or management of, Collagen
or any other member of the Wider Collagen Group by any member of
the Wider RDI Group, in each case where the absence of such
notification, filing or application would have a material adverse
effect on the Wider RDI Group or the Wider Collagen Group in each
case taken as a whole, and all Authorisations necessary in respect
thereof having been obtained on terms and in a form reasonably
satisfactory to RDI from all Relevant Authorities or persons with
whom any member of the Wider Collagen Group has entered into
contractual arrangements (other than contractual arrangements which
have been Fairly Disclosed) in each case where the direct
consequence of a failure to make such notification or filing or to
wait for the expiry, lapse or termination of any such waiting
period or to comply with such obligation or obtain such
Authorisation from such a person would have a material adverse
effect on the Wider Collagen Group taken as a whole, and all such
Authorisations, together with all Authorisations necessary to carry
on the business of any member of the Wider Collagen Group,
remaining in full force and effect at the time when the Offer
becomes wholly unconditional and there being no intimation of any
intention to revoke or not to renew, withdraw, suspend, withhold,
modify or amend the same in consequence of the Offer becoming
wholly unconditional;
(ii) no Relevant Authority having instituted, implemented or
threatened any action, suit, proceedings, investigation, reference
or enquiry, or enacted, made or proposed any statute, regulation,
order or decision, or having taken any other steps or measures that
would or might reasonably be expected to, in any case which would
be material in the context of the Wider Collagen Group or the Wider
RDI Group, as the case may be, when taken as a whole:
(A) make the Offer, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or
control over, Collagen or any member of the Wider Collagen Group by
RDI or any member of the Wider RDI Group, illegal, void or
unenforceable under the laws of any relevant jurisdiction or
otherwise directly or indirectly materially restrict, restrain,
prohibit, delay, frustrate or interfere in the implementation of or
impose additional material conditions or obligations with respect
to or otherwise materially challenge the Offer or such proposed
acquisition in any case in a manner which is material in the
context of the Wider Collagen Group when taken as a whole
(including without limitation, taking any steps which would entitle
the Relevant Authority to require any member of the Wider RDI Group
to dispose of all or some of its Collagen Shares or restrict the
ability of any member of the Wider RDI Group to exercise voting
rights in respect of some or all of such Collagen Shares);
(B) require, prevent or materially delay a divestiture by any
member of the Wider RDI Group of any shares or other securities in
Collagen;
(C) except pursuant to Chapter 3 of Part 28 of the Companies Act
2006, impose any material limitation on, or result in a material
delay in, the ability of RDI or Collagen or any member of the Wider
RDI Group to acquire or hold or exercise effectively, directly or
indirectly, any rights of ownership of shares or other securities
in any member of the Wider Collagen Group or voting rights or
management control over any member of the Wider Collagen Group;
(D) require, prevent or materially delay a divestiture by any
member of the Wider RDI Group or the Wider Collagen Group of all or
any material portion of their respective businesses, assets or
properties or impose any material limitation on the ability of any
of them to conduct their respective businesses or own their
respective assets or properties;
(E) result in any member of the Wider Collagen Group or the
Wider RDI Group ceasing to be able to carry on their business under
any name under which it presently does so to an extent which is
material and adverse to the relevant group taken as a whole;
(F) impose any material limitation on the ability of any member
of the Wider RDI Group or of the Wider Collagen Group to integrate
or co-ordinate its business, or any part of it, with the businesses
or any part of the businesses of any other member of the Wider RDI
Group or of the Wider Collagen Group in a manner that is materially
adverse to the relevant group taken as a whole;
(G) otherwise affect any or all of the businesses, assets,
prospects or profits of any member of the Wider RDI Group or any
member of the Wider Collagen Group in a manner which is material
and adverse to the relevant group taken as a whole; or
(H) other than in the implementation of the Offer pursuant to
Chapter 3 of Part 28 of the Companies Act 2006, require the
divestiture by any member of the Wider RDI Group of any shares,
securities or other interests in any member of the Wider Collagen
Group;
and all applicable waiting and other time periods during which
any such Relevant Authority could institute, or implement or
threaten any proceedings, suit, investigation or enquiry or enact,
make or propose any such statute, regulation or order or take any
other such step having expired, lapsed or been terminated;
(iii) except as Fairly Disclosed, there being no provision of
any Authorisation or other instrument to which any member of the
Wider Collagen Group is a party, or by or to which any such member,
or any of its assets, is bound or subject, which could or might
reasonably be expected, as a consequence of the Offer or of the
proposed acquisition by RDI of any shares or other securities (or
the equivalent) in Collagen or because of a change in, or control
or management of, any member of the Wider Collagen Group, result,
in any case to an extent which is material in the context of the
Wider Collagen Group taken as a whole, in:
(A) any assets or interests of any member of the Wider Collagen
Group being or falling to be disposed of or charged, or any right
arising under which any such assets or interests could be required
to be disposed of or charged or could cease to be available to any
member of the Wider Collagen Group, other than in the ordinary
course of business;
(B) any monies borrowed by or other indebtedness or material
liabilities (actual or contingent) of, or any grant available to,
any member of the Wider Collagen Group becoming repayable or being
capable of being declared repayable immediately or earlier than its
stated repayment date or the ability of such member of the Wider
Collagen Group to incur any indebtedness becoming or being capable
of being or becoming withdrawn or prohibited;
(C) any such Authorisation or other instrument being terminated
or materially adversely modified, affected, amended or varied or
any materially adverse action being taken or any onerous obligation
or liability arising thereunder;
(D) the business or interests of any member of the Wider
Collagen Group with any firm, body or person (or any arrangements
relating to such business or interests) being terminated, modified,
affected, amended or varied in any materially adverse manner;
(E) the value of or the financial or trading position or
prospects of any member of the Wider Collagen Group being
prejudiced or adversely affected;
(F) the creation of any liability (actual or contingent) by any
member of the Wider Collagen Group other than in the ordinary
course of business;
(G) any liability of any member of the Wider Collagen Group to
make any severance, termination, bonus or other payment to any of
its directors or other officers;
(H) 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 Wider Collagen Group or any
such mortgage, charge or security (whenever arising or having
arisen) becoming enforceable; or
(I) any member of the Wider Collagen Group ceasing to be able to
carry on business under any name under which it currently does
so,
and, except as Fairly Disclosed, no event having occurred which,
under any provision of any Authorisation or other instrument to
which any member of the Wider Collagen Group is a party, or by or
to which any such member, or any of its assets, is bound, or
subject, would reasonably be expected to result, in any case to an
extent which is material and adverse in the context of the Wider
Collagen Group taken as a whole, in any of the events or
circumstances as are referred to in items (i) to (vii) inclusive of
this section;
(iv) since 31 March 2020 and except as Fairly Disclosed:
(A) no enquiry or investigation by or complaint or reference to
any Relevant Authority against or in respect of any member of the
Wider Collagen Group or no criminal proceedings, litigation,
arbitration proceedings, mediation proceedings, prosecution or
other legal proceedings to which any member of the Wider Collagen
Group is or may become a party (whether as claimant, defendant or
otherwise) having been instituted or threatened or remaining
outstanding against or in respect of any member of the Wider
Collagen Group which in any case is material in the context of the
Wider Collagen Group taken as a whole;
(B) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits of any
member of the Wider Collagen Group which in any case is material in
the context of the Wider Collagen Group taken as a whole;
(C) no contingent or other liability having arisen, become
apparent or increased which in any case is material in the context
of the Wider Collagen Group taken as a whole; and
(D) no steps having been taken and no omissions having been made
which would reasonably be expected to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider Collagen Group, which is material to, and
necessary for the proper carrying on of, its business;
(v) since 31 March 2020 and except as Fairly Disclosed, neither
Collagen nor any other member of the Wider Collagen Group
having:
(A) issued or agreed to issue or authorised or announced its
intention to authorise or propose the issue or grant of additional
shares of any class, or securities convertible into or exchangeable
for, or rights, warrants or options to subscribe for or acquire any
such shares or convertible securities or transferred or sold any
Collagen Shares out of treasury (save as between Collagen and any
member of the Wider Collagen Group or between any members of the
Wider Collagen Group and save for the issue of Collagen Shares in
connection with the entitlements of participants under the Collagen
Share Schemes, including any issue of Collagen Shares to an
employee benefit trust);
(B) purchased, redeemed or repaid any of its own shares or other
securities or reduced or made any other changes to its share
capital, except in respect of the matters mentioned in Condition
1(b)(v)(A) above;
(C) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any dividend, bonus or other
distribution whether payable in cash or otherwise, other than to
Collagen or a wholly-owned subsidiary of Collagen;
(D) save for any transaction between Collagen and any member of
the Wider Collagen Group or between any members of the Wider
Collagen Group, merged with, demerged or acquired any body
corporate, partnership or business or acquired or disposed of or
transferred, mortgaged, charged or created any security interest
over any assets or any right, title or interest in any assets
(including shares in subsidiaries and trade investments) which in
any case would be material in the context of the Wider Collagen
Group taken as a whole;
(E) save for any transaction between Collagen and any member of
the Wider Collagen Group or between any members of the Wider
Collagen Group, issued or authorised the issue of any debentures or
incurred or increased any indebtedness or liability or become
subject to a contingent liability which in any case is material in
the context of the Wider Collagen Group taken as a whole;
(F) entered into, varied or authorised any arrangement,
transaction, contract or commitment other than in the ordinary
course of business (whether in respect of capital expenditure or
otherwise) which is of a long-term, onerous or unusual nature or
which involves an obligation of a nature and magnitude which is
material in the context of the Wider Collagen Group taken as a
whole or is likely to materially restrict the scope of the existing
business of any member of the Wider Collagen Group other than to a
nature and extent which is normal in the context of the business
concerned;
(G) save for any transaction between Collagen and any member of
the Wider Collagen Group or between any members of the Wider
Collagen Group, entered into, implemented, effected or authorised
any merger, demerger, reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement (other than the
Offer) in relation to itself or another member of the Wider
Collagen Group otherwise than in the ordinary course of business
which in any case is material in the context of the Wider Collagen
Group taken as a whole;
(H) otherwise than in the ordinary course of business, waived or
compromised any claim which is material in the context of the Wider
Collagen Group taken as a whole;
(I) taken any corporate action or had any legal proceedings
started or threatened against it for its winding up (whether
voluntary or otherwise), dissolution or reorganisation or analogous
proceedings in any jurisdiction or for the appointment of a
receiver, trustee, administrator, administrative receiver or
similar officer in any jurisdiction of all or any of its assets and
revenues or had any such person appointed which in any case is
material in the context of the Wider Collagen Group taken as a
whole;
(J) taken or proposed any steps, corporate action or had any
legal proceedings instituted or threatened against it in relation
to the suspension of payments or a moratorium of any indebtedness
that is material in the context of the Wider Collagen Group taken
as a whole;
(K) been unable or admitted in writing that it is unable to pay
its debts or having stopped or suspended (or threatened to do so)
payments of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business in any case
which is material in the context of the Wider Collagen Group taken
as a whole;
(L) save for any transaction between Collagen and any member of
the Wider Collagen Group or between any members of the Wider
Collagen Group made or authorised any change in its loan capital
which is material in the context of the Wider Collagen Group taken
as a whole;
(M) entered into or varied in any material respect the terms of
any letter of appointment or service agreement (as the case may be)
with or relating to any of the executive directors, non--executive
directors or senior executives of Collagen or any of the directors
or senior executives of any other member of the Wider Collagen
Group;
(N) proposed, agreed to provide or modified in any material
respect the terms of any share option scheme, incentive scheme or,
other than in the ordinary course of business, any other benefit
relating to the employment or termination of employment of any
person employed by the Wider Collagen Group which in any case is
material in the context of the Wider Collagen Group taken as a
whole;
(O) save as envisaged in the Offer, made any alteration to its
Articles of Association or other incorporation or constitutional
documents which is material in the context of the Offer; or
(P) otherwise than in the ordinary course of business entered
into any agreement or commitment or passed any resolution or made
any offer which remains open for acceptance or proposed or
announced any intention with respect to any of the transactions,
matters or events referred to in this paragraph (v);
(vi) RDI not having discovered that, except as Fairly Disclosed:
(A) any financial, business or other information concerning the
Wider Collagen Group disclosed publicly or disclosed to any member
of the Wider RDI Group by any member of the Wider Collagen Group
prior to the date of this Announcement is to a material extent
misleading, contains a material misrepresentation of fact or omits
to state a fact necessary to make the information therein not
misleading to a material extent and which was not corrected before
the date of this Announcement either by public disclosure through a
Regulatory Information Service or by a written disclosure to the
Wider RDI Group and which is material in the context of the Wider
Collagen Group taken as a whole; or
(B) any information which affects the import of any information
disclosed to any member of the Wider RDI Group at any time by or on
behalf of any member of the Wider Collagen Group which is material
in the context of the Wider Collagen Group taken as a whole; or
(C) any member of the Wider Collagen Group has not complied with
any applicable legislation or regulations of any relevant
jurisdiction with regard to the use, storage, transport, treatment,
handling, disposal, release, discharge, spillage, leak or emission
of any waste or hazardous substance or any substance likely to
impair the environment or harm human health, or otherwise relating
to environmental matters or the health and safety of any person
where non-compliance would be likely to give rise to any liability
or cost (whether actual or contingent) on the part of any member of
the Wider Collagen Group which in any case is material in the
context of the Wider Collagen Group taken as a whole; or
(D) there has been an emission, discharge, disposal, spillage or
leak of waste or hazardous substance or any substance likely to
impair the environment or harm human health which would be likely
to give rise to any liability or cost (whether actual or
contingent) on the part of any member of the Wider Collagen Group
which in any case is material in the context of the Wider Collagen
Group taken as a whole; or
(E) there is or is likely to be any liability (whether actual or
contingent) to improve or install new plant or equipment or make
good, repair, reinstate or clean up any property now or previously
owned, occupied or made use of by any past or present member of the
Wider Collagen Group under any environmental legislation,
regulation, notice, circular or order of any Relevant Authority or
any other person or body in any jurisdiction which in any case is
material in the context of the Wider Collagen Group taken as a
whole; or
(F) circumstances exist whereby a person or class of person
would be likely to have any claim or claims in respect of any
product or process of manufacture or materials used therein now or
previously manufactured, sold or carried out by any past or present
member of the Wider Collagen Group which in any case is material in
the context of the Wider Collagen Group taken as a whole; and
(vii) except as Fairly Disclosed, no member of the Wider
Collagen Group nor the trustees of any relevant pension scheme
having, since 31 March 2020 (and in each case to an extent which is
material and adverse in the context of the Wider Collagen Group
taken as a whole):
(A) made or agreed or consented to any significant change (i) to
the terms of any trust deeds constituting the pension schemes
established for the directors or employees (or their dependants) of
any member of the Wider Collagen Group, (ii) to the benefits which
accrue, (iii) to the pensions which are payable thereunder for all
members or any category of members, (iv) to the basis on which
qualification for, or accrual or entitlement to, such benefits or
pensions are calculated or determined for all members or any
category of members (including with regard to commutation factors
where employer agreement is required to change such factors), or
(v) to the basis on which the liabilities (including pensions) of
such pension schemes are funded (including putting in place,
agreeing or consenting to technical provisions, actuarial
valuations, statements of funding principles, schedules of
contributions and recovery plans pursuant to Part 3 of the Pensions
Act 2004); or
(B) established any new pensions arrangements.
Part B : Waiver of Conditions and further terms of the Offer
1. RDI reserves the right (subject to the requirements of the
Code and the Panel) to waive in whole or in part all or any of the
above Conditions, other than the Acceptance Condition.
2. If RDI is required by the Panel to make an offer for Collagen
Shares under the provisions of Rule 9 of the Code, RDI may make
such alterations to the terms and conditions of the Offer
(including the Acceptance Condition) as are necessary to comply
with the provisions of that Rule, and such offer shall be subject
to the terms and conditions as so amended.
3. The Offer will lapse unless all the Conditions to the Offer
have been fulfilled or (if capable of waiver) waived or, where
appropriate, determined by RDI to have been or remain satisfied by
midnight (London time) on the date which is 21 days after the later
of the First Closing Date and the date on which the Offer becomes,
or is declared, unconditional as to acceptances (or such later date
(if any) as RDI may, with the consent of the Panel or in accordance
with the Code, decide).
4. RDI 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 the Conditions except for the Acceptance Condition
by a date earlier than the latest date for the fulfilment of that
condition notwithstanding that the other Conditions of the Offer
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.
5. The Offer will lapse if, before 1.00 p.m. (London time) on
the First Closing Date or the date on which the Offer becomes, or
is declared, unconditional as to acceptances (whichever is
later):
a. in so far as the Offer or any matter arising from or relating
to the Offer constitutes a concentration with a Community dimension
within the scope of Council Regulation (EC) 139/2004 (the
"Regulation"), the European Commission initiates proceedings under
Article 6(1)(c) of the Regulation or makes a referral under Article
9(1) of the Regulation to the CMA and the CMA makes a CMA Phase 2
Reference; or
b. in so far as the Offer or any matter arising from or relating
to the Offer becomes subject to a CMA Phase 2 Reference.
6. If the Offer lapses, not only will the Offer cease to be
capable of further acceptance but also Collagen Shareholders and
RDI will thereafter cease to be bound by prior acceptances.
7. RDI reserves the right to elect (with the consent of the
Panel) to implement the Offer by way of a court-sanctioned Scheme
of Arrangement. In such event, the Offer will be implemented on
substantially the same terms as those which would apply to the
Offer, subject to appropriate amendments to reflect the change in
method (including statutory voting requirements).
8. The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the Restricted
Jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
9. Unless otherwise determined by RDI or required by the Code
and permitted by applicable law and regulation, the Offer is not
being, and will not be, made, directly or indirectly, in or into or
by the use of the mails of, or by any other means or
instrumentality (including, without limitation, facsimile
transmission, telex, telephone, internet or other forms of
electronic transmission) of interstate or foreign commerce of, or
by any facility of a national, state or other securities exchange
of, any Restricted Jurisdiction and will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction, unless otherwise
determined by RDI and as permitted by applicable law.
10. Under Rule 13.5 of the Code, RDI may only invoke a Condition
so as to cause the Offer not to proceed, to lapse or to be
withdrawn where the circumstances which give rise to the right to
invoke the Condition are of material significance to the RDI Group
in the context of the Offer. Whether any Condition is capable of
being invoked by RDI would be determined by the Panel. The
Acceptance Condition is not subject to Rule 13.5 of the Code.
11. Collagen Shares will be acquired pursuant to the Offer fully
paid with full title guarantee and free from all liens, charges,
equitable interests, encumbrances, rights of pre-emption and any
third party interests and other rights of any nature whatsoever and
together with all rights now or hereafter attaching thereto,
including voting rights and the right to receive and retain in full
all dividends and other distributions (if any), and any other
return of capital (whether by way of reduction of share capital or
share premium account or otherwise), declared, made or paid on or
after the date of this Announcement.
12. If, on or after the date of this Announcement and before the
Offer becomes or is declared wholly unconditional, any dividend,
other distribution and/or other return of capital is authorised,
declared, made or paid or becomes payable in respect of the
Collagen Shares, RDI reserves the right to reduce the consideration
payable under the terms of the Offer for the Collagen Shares by an
amount of up to the amount of such dividend, distribution and/or
return of capital, in which case any reference in this Announcement
or in the Offer Document to the consideration payable under the
terms of the Offer will be deemed to be a reference to the
consideration as so reduced. To the extent that any such dividend,
distribution and/or other return of capital is authorised,
declared, made or paid or is payable and it is: (i) transferred
pursuant to the Offer on a basis which entitles RDI to receive the
dividend, distribution or return of capital and to retain it; or
(ii) cancelled, the consideration payable under the terms of the
Offer will not be subject to change in accordance with this
paragraph. Any exercise by RDI of its rights referred to in this
paragraph shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any
revision or variation of the Offer.
13. The Offer and any dispute or claim arising out of, or in
connection with, it (whether contractual or non-contractual in
nature) will be governed by the laws of England and Wales and be
subject to the jurisdiction of the courts of England and Wales. The
Offer will also be subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange, the FCA and the AIM
Rules. In addition, it will be subject to the terms and conditions
set out in the Offer Document.
14. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
Appendix II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated, or the context
otherwise requires, the following bases and sources have been
used:
1. The value attributed to the fully diluted share capital of
Collagen is based upon: (i) the Offer Price; (ii) the 446,878,910
Collagen Shares in issue; and (iii) 20,950,764 Collagen Shares
subject to outstanding in-the-money options and warrants that are
currently anticipated to be satisfied by the issue of new Collagen
Shares; in each case as at 26 August 2020 (being the last Business
Day prior to the date of this Announcement).
2. The maximum cash consideration payable pursuant to the Offer
is based upon: (i) the Offer Price; (ii) the 363,278,910 Collagen
Shares to which the Offer relates and not already owned by RDI; and
(iii) the 20,950,764 Collagen Shares subject to outstanding
in-the-money options and warrants; in each case as at 26 August
2020 (being the last Business Day prior to the date of this
Announcement).
3. Unless otherwise stated, all prices for Collagen Shares are
Closing Prices for the particular date(s) concerned.
4. The volume weighted average price of 1.72 pence per Collagen
Share over the three month period up to and including 15 April
2020, is derived from Bloomberg's daily volume weighted average
price data.
5. Unless otherwise stated, the financial information relating
to the Collagen Group has been extracted or derived (without
material adjustment) from Collagen's preliminary unaudited
consolidated financial statements for the financial year ended 31
March 2020 and audited consolidated financial statements for the
financial year ended 31 March 2019 prepared in accordance with
IFRS.
6. All information relating to RDI has been provided by persons
duly authorised by the RDI Board.
7. All information relating to Collagen has been extracted from
published sources and/or provided by persons duly authorised by
Collagen.
8. The multiple of approximately 7.58 times Collagen's unaudited
revenue for the year ended 31 March 2020 is calculated as the Offer
Price multiplied by the issued and to be issued ordinary share
capital of Collagen on a fully diluted basis, as set out in
paragraph 1 above, divided by Collagen's unaudited revenue for the
year ended 31 March 2020 of GBP4.01 million.
9. Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Appendix III
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. Irrevocable undertakings
Collagen Directors
The Independent Collagen Directors have given irrevocable
undertakings to accept, or procure the acceptance of, the Offer (or
if RDI exercises its right to structure the Offer as a Scheme of
Arrangement, to vote in favour of such Scheme of Arrangement at the
Scheme Meetings) as follows:
Name of Collagen Number of Collagen Percentage of Percentage of Collagen's
Director Shares to which Collagen's existing Shares to which the
undertaking issued ordinary Offer relates**
relates* share capital
Chris Brinsmead 1,731,250 0.39% 0.48%
Jamal Rushdy 1,000,000 0.22% 0.28%
Hilary Spence 550,817 0.12% 0.15%
Geoffrey Bennett 6,325,988 1.42% 1.74%
Malcolm Gillies 5,000,000 1.12% 1.38%
TOTAL : 14,608,055 3.27 % 4.02 %
* - the undertakings and the numbers referred to above refer
only to those Collagen Shares to which the relevant director is
beneficially entitled or any Collagen Share such director is
otherwise able to control the exercise of in terms of the rights
attaching to such Collagen Share, including the ability to procure
the transfer of such Collagen Share. The numbers referred to in
this table exclude any award that may be outstanding under the
Collagen Share Schemes, however any such Collagen Shares
subsequently acquired pursuant to those awards would be included in
the scope of the undertakings. The Collagen Directors holding
awards under the Collagen Share Schemes also have the ability under
the irrevocable undertakings to sell Collagen Shares to satisfy or
meet any liability to income tax, national insurance or social
security contributions arising from the grant, exercise or vesting
of awards under the Collagen Share Schemes in connection with the
Offer or the proposals to be made by RDI in respect of the
awards.
** - excluding any Collagen Shares to be issued in satisfaction
of outstanding in-the-money options and warrants.
The Independent Collagen Directors' irrevocable undertakings
shall lapse and cease to become binding, inter alia, if:
(i) the Offer Document is not published within 28 days of this
Announcement (or within such longer period as the Panel and
Collagen may agree);
(ii) the Offer lapses or is withdrawn without becoming or being
declared unconditional in all respects unless: (a) this is as a
result of RDI exercising its right to implement the Offer by way of
a Scheme of Arrangement; or (b) a new, revised or replacement Offer
or Scheme of Arrangement is announced by RDI within seven (7)
business days of the lapse or withdrawal of the Offer, provided
that the terms of such new, revised or replacement Offer or Scheme
of Arrangement are no less favourable to all Collagen Shareholders
as the terms set out in this Announcement; or
(iii) RDI announces, with the consent of the Panel, that it does
not intend to proceed with the Offer.
Institutional and other Collagen Shareholders
The following Collagen Shareholders have in addition given
irrevocable undertakings to accept the Offer (or if RDI exercises
its right to structure the Offer as a Scheme of Arrangement, to
vote in favour of such Scheme of Arrangement at the Scheme
Meetings) as follows:
Name of Collagen Number of Collagen Percentage of Percentage of Collagen's
Shareholder Shares to which Collagen's existing Shares to which
undertaking relates issued ordinary the
share capital Offer relates*
David Evans 42,587,411 9.53% 11.72%
Seneca Partners
Limited 42,445,691 9.50% 11.68%
Calculus Capital
Limited 30,632,424 6.85% 8.43%
Gresham House
Asset Management
Limited 20,040,000 4.48% 5.52%
Helium Rising
Stars Fund Limited 17,710,015 3.96% 4.88%
Rathbone Investment
Management Limited 12,166,500 2.72% 3.35%
Peter Meyer 6,240,502 1.40% 1.72%
1615915 Alberta
Limited 4,744,491 1.06% 1.31%
TOTAL : 176,567,034 39.51% 48.60%
* - excluding any Collagen Shares to be issued in satisfaction
of outstanding in-the-money options and warrants.
The irrevocable undertaking from Mr David Evans shall lapse and
cease to be binding, inter alia, if:
(i) the Offer Document is not published within 28 days of this
Announcement (or within such longer period as the Panel and
Collagen may agree);
(ii) the Offer lapses or is withdrawn without becoming or being
declared unconditional in all respects unless: (a) this is as a
result of RDI exercising its right to implement the Offer by way of
a Scheme of Arrangement; or (b) a new, revised or replacement Offer
or Scheme of Arrangement is announced by RDI within seven (7)
business days of the lapse or withdrawal of the Offer, provided
that the terms of such new, revised or replacement Offer or Scheme
of Arrangement are no less favourable to all Collagen Shareholders
as the terms set out in this Announcement; or
(iii) RDI announces, with the consent of the Panel, that it does
not intend to proceed with the Offer.
The irrevocable undertakings for Seneca Partners Limited and
Calculus Capital Limited shall lapse and cease to be binding, inter
alia, if:
(i) a competing offer from a third party for the entire issued
and to be issued ordinary share capital of Collagen (other than any
shares owned by such person or any person acting in concert with
it) is made in accordance with Rule 2.7 of the Code (whether by way
of a takeover offer or Scheme of Arrangement) within 14 days of
posting of the Offer Document provided that the value of that offer
as at the date it is made exceeds 7.25 pence (and in respect of non
cash offers this determination must be in the reasonable opinion of
the Independent Collagen Directors);
(ii) if the Offer Document is not published within 28 days of
this Announcement (or within such longer period as the Panel and
Collagen may agree);
(iii) the Offer lapses or is withdrawn without becoming or being
declared unconditional in all respects unless: (a) this is as a
result of RDI exercising its right to implement the Offer by way of
a Scheme of Arrangement; or (b) a new, revised or replacement Offer
or Scheme of Arrangement is announced by RDI within seven (7)
business days of the lapse or withdrawal of the Offer, provided
that the terms of such new, revised or replacement Offer or Scheme
of Arrangement are no less favourable to all Collagen Shareholders
as the terms set out in this Announcement; or
(iv) RDI announces, with the consent of the Panel, that it does
not intend to proceed with the Offer.
The irrevocable undertakings for Helium Rising Stars Fund
Limited, Rathbone Investment Management Limited, Mr Peter Meyer and
1615915 Alberta Limited shall lapse and cease to be binding, inter
alia, if:
(i) a competing offer from a third party for the entire issued
and to be issued ordinary share capital of Collagen (other than any
shares owned by such person or any person acting in concert with
it) is made in accordance with Rule 2.7 of the Code (whether by way
of a takeover offer or Scheme of Arrangement) within 14 days of
posting of the Offer Document provided that: (a) the Independent
Collagen Directors recommend that offer; and (b) the value of that
offer as at the date it is made exceeds 7.25 pence (and in respect
of non cash offers this determination must be in the reasonable
opinion of the Independent Collagen Directors);
(ii) if the Offer Document is not published within 28 days of
this Announcement (or within such longer period as the Panel and
Collagen may agree);
(iii) the Offer lapses or is withdrawn without becoming or being
declared unconditional in all respects unless: (a) this is as a
result of RDI exercising its right to implement the Offer by way of
a Scheme of Arrangement; or (b) a new, revised or replacement Offer
or Scheme of Arrangement is announced by RDI within seven (7)
business days of the lapse or withdrawal of the Offer, provided
that the terms of such new, revised or replacement Offer or Scheme
of Arrangement are no less favourable to all Collagen Shareholders
as the terms set out in this Announcement; or
(iv) RDI announces, with the consent of the Panel, that it does
not intend to proceed with the Offer.
The irrevocable undertaking for Gresham House Asset Management
Limited shall lapse and cease to be binding, inter alia, if:
(i) a competing offer from a third party (other than a company
controlled by RDI) for the entire issued share capital of Collagen
is announced at a price which exceeds 7.25 pence per ordinary share
of Collagen (which may include where such competing offer is not
for cash consideration, provided that in respect of such a non cash
competing offer this determination is in the reasonable opinion of
the board of Collagen);
(ii) the Offer Document is not dispatched within 28 days after the date of this Announcement; or
(iii) the Offer lapses or is withdrawn.
APPIX IV
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise:
"Acceptance Condition" the acceptance condition in paragraph 1(a)
of Part A of Appendix I to this Announcement;
"AIM" AIM, a market operated by the London Stock
Exchange;
"AIM Rules" the AIM Rules for Companies published by the
London Stock Exchange (as amended from time
to time);
"Announcement" this announcement including its Appendices
made pursuant to Rule 2.7 of the Code dated
27 August 2020;
"APAC" Asia-Pacific;
"Appendices" the appendices to this Announcement and "Appendix"
shall be construed accordingly;
"Authorisations" regulatory authorisations, grants, orders,
recognitions, confirmations, arrangements,
consents, licences, clearances, certificates,
permissions, exemptions or approvals;
"Bloomberg" Bloomberg L.P., a financial software services,
news and data company;
"Board" the board of directors of Collagen or RDI (as
applicable) and the terms "Collagen Board"
and "RDI Board" shall be construed accordingly;
"Bond Instrument" the bond instrument issued by Collagen on 14
February 2017 constituting the Tranche A and
Tranche B bonds, as amended on 20 December
2018 and 6 July 2020;
"Bond Subscription the subscription agreement entered into on
Agreement" 14 February 2017 between Collagen and Norgine
Ventures, pursuant to which Norgine Ventures
subscribed for up to GBP4 million of secured
bonds in Collagen, comprising Tranche A and
Tranche B (as constituted pursuant to the Bond
Instrument), as amended on 20 December 2018
and 6 July 2020;
"Business Day" a day (other than a Saturday, Sunday or UK
public holiday) on which clearing banks in
the City of London are open for the transaction
of general commercial business;
"Closing Price" the closing middle market price of a Collagen
Share on a particular trading day as derived
from the AIM Appendix to the Daily Official
List for that trading day;
"CMA" the Competition and Markets Authority, a UK
statutory body established under the Enterprise
and Regulatory Reform Act 2013;
"CMA Phase 2 Reference" a referral to the chair of the CMA for the
constitution of a group under Schedule 4 to
the Enterprise and Regulatory Reform Act 2013;
"Code" the City Code on Takeovers and Mergers in the
UK issued by the Panel;
"Companies Act 2006" the Companies Act 2006 (as amended from time
to time);
"Collagen" or the Collagen Solutions Plc, a public limited company
"Company" incorporated in England and Wales with registered
number 08446337 whose registered office is
at Condor House, 10 St. Paul's Churchyard,
London, EC4M 8AL;
"Collagen Directors" the board of directors of Collagen as at the
date of this Announcement;
"Collagen Group" or Collagen and its subsidiary undertakings;
"Group"
"Collagen Share Schemes" the Collagen Solutions Plc 2014 Enterprise
Management Incentive Scheme and the Collagen
Solutions Plc Deferred Bonus Plan;
"Collagen Shareholders" registered holders of Collagen Shares from
time to time, other than RDI;
"Collagen Shares" the ordinary shares of 1 penny each in the
capital of the Company;
"Conditions" the conditions to implementing the Offer as
set out in Appendix I to this Announcement
and to be set out in the Offer Document;
"Confidentiality Agreement" the mutual non-disclosure agreement entered
into between Collagen and RDI on 24 April 2020,
as described in section 14 of this Announcement;
"Daily Official List" the Daily Official List published by the London
Stock Exchange;
"Dealing Disclosure" has the same meaning as in Rule 8 of the Code;
"EMEA" Europe, Middle East and Africa;
"England & Company" England & Company LLC, joint financial adviser
to Collagen;
"Fairly Disclosed" either:
(a) as publicly announced by or on behalf of
Collagen through (i) a Regulatory Information
Service on or before the date of this Announcement,
(ii) the publication of such information on
the main website maintained by Collagen before
the date of this Announcement, (iii) filings
made with the Registrar of Companies and appearing
on Collagen's or any member of the Wider Collagen
Group's file at Companies House within the
last two years, or (iv) in this Announcement;
or
(b) as otherwise fairly disclosed before the
date of this Announcement by any member of
the Collagen Group or any of its professional
advisers, including any of its legal advisers
and any of its financial advisers, to a member
of the RDI Group or any of its professional
advisers, including to any of its legal advisers
and any of its financial advisers, in writing,
(including all matters fairly disclosed in
the electronic data room created by or on behalf
of Collagen and made available to RDI and its
professional advisers prior to the date of
this Announcement);
"Financial Conduct the Financial Conduct Authority in its capacity
Authority" or "FCA" as the competent authority for the purposes
of Part VI of FSMA, including its successor(s)
from time to time;
"First Closing Date" the date which falls 21 days after the date
of posting of the Offer Document;
"Formal Sale Process" the formal sale process (as set out in the
Code) commenced by Collagen on 16 April 2020;
"Form of Acceptance" the form of acceptance and authority relating
to the Offer, which will accompany the Offer
Document;
"FSMA" the Financial Services and Markets Act 2000
(as amended from time to time);
"Goodbody" Goodbody Stockbrokers UC, Rule 3 adviser and
joint financial adviser to Collagen;
"IFRS" International Financial Reporting Standards
as adopted by the European Union;
"Independent Collagen the independent directors of Collagen able
Directors" or "Independent to recommend that Collagen Shareholders accept
Directors" the Offer, being Chris Brinsmead, Jamal Rushdy,
Hilary Spence, Geoffrey Bennett and Malcolm
Gillies;
"ISIN" International Securities Identification Number;
"London Stock Exchange" London Stock Exchange plc, a public company
incorporated in England and Wales under number
02075721, together with any successors thereto;
"Norgine Ventures" Norgine Ventures Fund I S.C.A. Sicar, a société
en commandite par actions qualifying as société
d'investissement en capital à risque,
incorporated under the laws of Luxembourg,
having its registered office at 15, Boulevard
F.W Raiffeisen, L-2411, Luxembourg with registered
number B205399;
"Offer" the recommended offer to be made by RDI in
cash at the Offer Price for the entire issued
and to be issued ordinary share capital of
Collagen not already owned by RDI on the terms
and conditions to be set out in the Offer Document
(or, if RDI elects (subject to the consent
of the Panel), in the document relating to
the Scheme of Arrangement), including, where
the context so requires, any subsequent revision,
variation, extension or renewal of such offer;
"Offer Document" the formal document containing the Offer to
be posted to Collagen Shareholders and others
containing, inter alia, the terms and conditions
of the Offer;
"Offer Period" the offer period (as defined by the Code) relating
to Collagen, which commenced on 16 April 2020,
being the date of the announcement of the Formal
Sale Process, and ending on the latest of:
(i) 1.00 p.m. (London time) on the First Closing
Date; (ii) the time and date on which the Offer
becomes or is declared unconditional as to
acceptances; and (iii) the time and date on
which the Offer lapses or (with the permission
of the Panel) is withdrawn (or such other date
as the Panel may decide);
"Offer Price" 6.5 pence per Collagen Share;
"Opening Position has the same meaning as in Rule 8 of the Code;
Disclosure"
"Overseas Shareholders" Collagen Shareholders (or nominees of, or custodians
or trustees for, Collagen Shareholders) not
resident in, or nationals or citizens of, the
United Kingdom;
"Panel" the Panel on Takeovers and Mergers in the UK;
"Receiving Agent" Neville Registrars Limited, Neville House,
Steelpark Road, Halesowen, B62 8HD;
"RDI" Rosen's Diversified, Inc., a Minnesota corporation
with registered number W-1067 having its principal
executive office at 8101 34th Avenue South,
Suite 400, Bloomington, MN 55425, United States;
"RDI Directors" the board of directors of RDI as at the date
of this Announcement;
"RDI Group" RDI and its subsidiary undertakings;
"Registrar of Companies" the Registrar of Companies in England and Wales
within the meaning of the Companies Act 2006;
"Regulatory Information a primary information provider which has been
Service" approved by the FCA to disseminate regulated
information and is included in the list maintained
on the London Stock Exchange's website;
" Relevant Authority any central bank, government or governmental,
" quasi-governmental, supranational, statutory,
regulatory, environmental, administrative,
fiscal or investigative body, court, agency
(including any trade agency), association or
institution, any environmental body employee
representative body or any other applicable
body whatsoever in any jurisdiction;
" Restricted Jurisdiction Canada, Australia, Japan, South Africa, the
" United States or any other jurisdiction where
making the Offer or making information concerning
the Offer available may (i) constitute a violation
of the relevant laws or regulations of such
jurisdiction, or (ii) result in the requirement
to comply with any governmental or other consents
or any registration, filing or other formality
which RDI and Collagen regard as unduly onerous;
"Rule" a rule of the Code;
"Scheme of Arrangement" a statutory arrangement effected in accordance
with Part 26 of the Companies Act 2006;
"Scheme Meetings" the court meeting and, if applicable, the general
meeting convened in connection with a Scheme
of Arrangement if RDI elects (subject to the
consent of the Panel) to implement the Offer
by means of Scheme of Arrangement;
"SLS" Scientific Life Solutions, LLC, a subsidiary
of RDI, a Delaware limited liability company
having its principal place of business at 8101
34th Avenue South, Suite 400, Bloomington,
Minnesota 55425, United States;
"Strand Hanson" Strand Hanson Limited, the financial adviser
to RDI;
"Strategic Investment" has the meaning given to it in section 8.2
of this Announcement;
"Supply Agreement" the supply agreement entered into between SLS
and Collagen Solutions NZ Limited, a wholly
owned subsidiary of Collagen, dated 20 May
2019;
"Tranche A" the bonds designated "Class A Bonds" and subscribed
for pursuant to the Bond Subscription Agreement
comprising GBP2.0 million in senior secured
bonds, attracting interest at 10 per cent.
per annum;
"Tranche B" the bonds designated "Class B Bonds" and subscribed
for pursuant to the Bond Subscription Agreement
comprising GBP1.0 million in senior secured
bonds, attracting interest at 10.1 per cent.
per annum;
"United Kingdom" or the United Kingdom of Great Britain and Northern
"UK" Ireland;
"United States" or the United States of America, its territories
"US" and possessions, any state of the United States
of America, the District of Columbia and all
areas subject to its jurisdiction or any political
sub-division thereof;
"US$" US dollars, the currency of the United States;
"Wider Collagen Group" the Collagen Group, its subsidiaries, subsidiary
undertakings and associated undertakings and
any other body corporate, partnership, joint
venture or person in which members of the Collagen
Group (aggregating their interests) have a
direct or indirect interest of not less than
20 per cent. of the total voting rights or
equity share capital or the equivalent; and
"Wider RDI Group" the RDI Group, its subsidiaries, subsidiary
undertakings and associated undertakings and
any other body corporate, partnership, joint
venture or person in which members of the RDI
Group (aggregating their interests) have a
direct or indirect interest of not less than
20 per cent. of the voting or equity capital
or the equivalent.
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking", "parent undertaking", "undertaking" and "associated
undertaking" have the respective meanings given thereto by the
Companies Act 2006.
All references to "GBP", "pounds", "pounds Sterling",
"Sterling", "GBP", "pence", "penny" and "p" are to the lawful
currency of the United Kingdom.
All times referred to in this Announcement are UK times unless
otherwise stated.
In this Announcement, references to the singular include the
plural and vice versa, unless the context otherwise requires and
words importing the masculine gender shall include the feminine or
neutral gender.
All references to legislation in this Announcement are to
English legislation unless the contrary is stated.
Any references to any provision of any legislation shall include
any amendment, modification, re-enactment or extension thereof.
END
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
OFFPPUAGRUPUGWM
(END) Dow Jones Newswires
August 27, 2020 09:30 ET (13:30 GMT)
Collagen Solutions (LSE:COS)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Collagen Solutions (LSE:COS)
Gráfica de Acción Histórica
De May 2023 a May 2024