TIDMIDH
RNS Number : 7960A
Immunodiagnostic Systems Hldgs PLC
03 June 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
For immediate release
3 June 2021
RECOMMED CASH OFFER
for
IMMUNODIAGNOSTIC SYSTEMS HOLDINGS PLC ("IDS")
by
PERKINELMER (UK) HOLDINGS LIMITED ("PerkinElmer UK")
a wholly-owned subsidiary of PERKINELMER, INC.
("PerkinElmer")
to be effected
by way of a scheme of arrangement under Part 26 of the Companies
Act 2006
Publication of the Scheme Document
On 17 May 2021, the boards of IDS and PerkinElmer announced that
they had reached agreement on the terms of a recommended cash
acquisition whereby the entire issued and to be issued share
capital of IDS will be acquired by PerkinElmer UK (the
"Acquisition"), to be implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the
"Scheme").
Publication of the Scheme Document
IDS is pleased to announce that a circular in relation to the
Scheme (the "Scheme Document"), containing, among other things, a
letter from the Chairman of IDS, an explanatory statement pursuant
to section 897 of the Companies Act 2006, the full terms and
conditions of the Scheme, an expected timetable of principal
events, notices of the Court Meeting and General Meeting and
details of the action to be taken by IDS Shareholders along with
Forms of Proxy for the Court Meeting and General Meeting have been
posted to IDS Shareholders and, for information only, to persons
with information rights and to holders of options or awards under
the IDS Share Plans. The Scheme Document will be published shortly
on IDS's website at https://www.idsplc.com/investorrelations/ .
Capitalised terms used in this announcement (the
"Announcement"), unless otherwise defined, have the same meanings
as set out in the Scheme Document. All references in this
Announcement to times are to London time unless otherwise
stated.
Notices of the Court Meeting and General Meeting and action
required
As detailed further in the Scheme Document, in order to become
Effective, the Scheme requires, among other things, the approval of
a majority in number of the Scheme Shareholders present and voting
(and entitled to vote), either in person or by proxy at the Court
Meeting, representing not less than 75 per cent. in value of the
Scheme Shares held by such Scheme Shareholders present and voting
at the Court Meeting (or any adjournment of the Court Meeting) and
the passing of the special resolution necessary to implement the
Scheme at the General Meeting by the requisite majority of IDS
Shareholders at the General Meeting. Following the Court Meeting
and the General Meeting and the satisfaction (or, where applicable,
waiver) of the other Conditions, the Scheme must also be sanctioned
by the Court.
Notices of the Court Meeting and the General Meeting of IDS,
each of which will be held at the offices of Addleshaw Goddard LLP,
Milton Gate, 60 Chiswell Street, London EC1Y 4AG on 1 July 2021
("AG's Office") (subject to the Company being able to ensure
compliance with UK governmental COVID-19 related restrictions and
guidance applicable at the time of the Meetings), are set out in
the Scheme Document. The Court Meeting will start at 10.00 a.m. on
that date and the General Meeting will start at 10.15 a.m. on that
date (or as soon thereafter as the Court Meeting is concluded or
adjourned).
Scheme Shareholders, their proxies and corporate representatives
will be permitted to attend the Court Meeting either at AG's Office
(subject to compliance with COVID-19 related restrictions and
guidance) or access and follow the business of (and vote at) the
Court Meeting remotely via the Virtual Meeting Platform. IDS
Shareholders will be able to follow the business of the General
Meeting (but not vote) via the Virtual Meeting Platform.
Accordingly, the only means by which IDS Shareholders can vote on
the business of the General Meeting is in person, or by appointing
the Chair of the General Meeting as proxy or by appointing another
person as a proxy or (if applicable) corporate representative to
attend the General Meeting in person, at AG's Office, on their
behalf. Further details of the Virtual Meeting Platform are set out
in the Scheme Document and the Virtual Meeting Guide, which are
available on IDS's website at
https://www.idsplc.com/investorrelations/ .
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair representation of opinion of Scheme
Shareholders. Whether or not Scheme Shareholders intend to attend
and/or vote at the Court Meeting in person or virtually, they are
therefore strongly advised to sign and return their blue Form of
Proxy (by post or email) or transmit a proxy appointment and voting
instruction (online or through CREST) for the Court Meeting as soon
as possible. In respect of the Court Meeting only, Scheme
Shareholders (and their duly appointed proxies and, if applicable,
corporate representatives) will also be permitted to submit written
questions, raise any objections and vote at the Court Meeting,
remotely via the Virtual Meeting Platform. However, IDS
Shareholders (and their duly appointed proxies and, if applicable,
corporate representatives) will not be permitted to vote remotely
at the General Meeting via the Virtual Meeting Platform (due to the
constraints of IDS's articles of association), even if they are
following the business of the General Meeting remotely via the
Virtual Meeting Platform. Scheme Shareholders and IDS Shareholders
are also strongly encouraged, in respect of both Meetings, to
appoint "the Chair of the meeting" as their proxy. If any other
person is appointed as proxy, he or she will be permitted to attend
and vote at the Court Meeting or the General Meeting in person, at
AG's Office, but subject always to the limitations described
above.
The IDS Directors, who have been so advised by Peel Hunt LLP as
to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. Peel Hunt is providing
independent financial advice to the IDS Directors for the purposes
of Rule 3 of the Code. In providing its advice to the IDS
Directors, Peel Hunt has taken into account the commercial
assessments of the IDS Directors.
Accordingly, the IDS Directors unanimously recommend that Scheme
Shareholders vote in favour of the Scheme at the Court Meeting, and
that IDS Shareholders vote in favour of the Resolution relating to
the Acquisition to be proposed at the General Meeting (or, in the
event that the Acquisition is implemented by way of a Takeover
Offer, accept or procure acceptance of such Takeover Offer), as the
IDS Directors have irrevocably undertaken to do in respect of their
own beneficial holdings (or to procure to be done, in respect of
the holdings of certain persons connected with them) of 136,633 IDS
Shares (representing, in aggregate, approximately 0.47 per cent. of
the IDS Shares in issue on the Last Practicable Date) .
IDS Shareholders should carefully read the Scheme Document in
its entirety before making a decision with respect to the
Scheme.
Cancellation
It is currently intended that shortly before the Effective Date,
an application will be made to the London Stock Exchange for the
admission of the IDS Shares to trading on AIM to be cancelled at
7:00 a.m. on 13 July 2021, the business day following the Effective
Date. It is expected that the last day of dealings in, and for
registration of transfers of, IDS Shares shall be 9 July 2021 and
no transfers of IDS Shares will be registered after this date, save
for any transfer required in respect of the Acquisition. It is also
expected that all dealings in IDS Shares will be suspended at 7:30
a.m. on 12 July 2021.
On the Effective Date, share certificates in respect of Scheme
Shares will cease to be valid. In addition, entitlements to Scheme
Shares held within the CREST system will be cancelled on the
Effective Date.
Timetable
The Scheme Document contains an expected timetable of principal
events in relation to the Scheme, which is also set out in the
Appendix to this Announcement. Subject to obtaining the approval of
the requisite majority of Scheme Shareholders at the Court Meeting,
the requisite majority of eligible IDS Shareholders at the General
Meeting, the sanction of the Court and the satisfaction or, where
applicable, waiver of the other Conditions (as set out the Scheme
Document), the Scheme is expected to become Effective on 12 July
2021. If any of the key dates set out in the timetable change, IDS
will give notice of this change by issuing an announcement through
a Regulatory Information Service.
Information for IDS Shareholders and helpline
If you have any questions about this Announcement, the Scheme
Document, the Court Meeting or the General Meeting, or how to
complete the Forms of Proxy or to submit your proxies
electronically, please call the IDS shareholder helpline on 0370
707 1065 (from within the UK) or on +44 (0) 370 707 1065 (from
outside the UK), or otherwise contact the Company's registrars,
Computershare, at The Pavilions, Bridgwater Road, Bristol, BS99 8AE
. Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. Computershare is open between
8:30 a.m. and 5:30 p.m., Monday to Friday, excluding public
holidays in England and Wales. Please note that Computershare
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
Preliminary year end results
The timetable set out in this Announcement and in the Scheme
Document indicates that dealings in IDS Shares are expected to be
suspended on 12 July, with cancellation of admission of the IDS
Shares to trading on the AIM market expected to occur the following
day at 7:00 am on 13 July. The IDS Board has determined that, in
light of the expected timetable for completing the Acquisition, and
assuming the Acquisition becomes Effective within the expected
timetable proposed, it does not currently propose to produce the
Company's preliminary results for the Company's financial year
ended 31 March 2021. The Company's trading update for the year to
31 March 2021 was published on 16 April 2021.
Enquiries:
PerkinElmer/PerkinElmer UK
Bryan Kipp Tel: +1 781 663
Fara Goldberg 5583
Tel: +1 781 663
5699
Perella Weinberg Partners (Financial adviser to PerkinElmer UK
and PerkinElmer)
Chris O'Connor Tel: +1 212 287
Matthew Smith 3200
Adnan Choudhury Tel: +44 (0) 20
7268 2800
IDS
Jaap Stuut Tel: +44 ( 0)
Paul Martin 191 519 6111
Peel Hunt (Financial adviser, nominated adviser and broker to
IDS)
James Steel Tel: +44 (0) 20
Miles Cox 7418 8900
Oliver Jackson
Peel Hunt LLP is providing independent advice to IDS pursuant to
Rule 3 of the Code. Hogan Lovells International LLP is providing
legal advice to PerkinElmer UK and PerkinElmer. Addleshaw Goddard
LLP is providing legal advice to IDS.
Important notices
Perella Weinberg UK Limited ("Perella Weinberg Partners"), which
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority (the "FCA"), is acting exclusively as financial
adviser to PerkinElmer UK and PerkinElmer in connection with the
matters set out in this Announcement and for no one else and will
not be responsible to anyone other than PerkinElmer UK and
PerkinElmer for providing the protections afforded to its clients
or for providing advice in relation to the matters set out in this
Announcement. Neither Perella Weinberg Partners 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 Perella Weinberg Partners in
connection with this Announcement, any statement contained herein
or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively as
financial adviser, nominated adviser and broker to IDS and no one
else in connection with the matters set out in this Announcement
and will not be responsible to anyone other than IDS for providing
the protections afforded to its clients or for providing advice in
relation to the matters set out in this Announcement. Neither Peel
Hunt 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 Peel Hunt in
connection with this Announcement, any statement contained herein
or otherwise.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy, which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document. IDS Shareholders are strongly
advised to read the formal documentation in relation to the
Acquisition once it has been despatched. Each IDS Shareholder is
urged to consult its independent professional adviser immediately
regarding the tax consequences to it (or its beneficial owners) of
the Acquisition.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
such jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such
restrictions by any person.
Neither this Announcement nor the Scheme Document and any of the
accompanying documents do or are intended to constitute or form
part of any offer or invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval pursuant to the Scheme or
otherwise, in any jurisdiction in which such offer, invitation or
solicitation is unlawful. This Announcement, the Scheme Document
and the accompanying Forms of Proxy have been prepared for the
purposes of complying with English law, the rules of the London
Stock Exchange, the AIM Rules and the Code, and the information
disclosed may not be the same as that which would have been
disclosed if this document had been prepared in accordance with the
laws of jurisdictions outside of England and Wales.
Unless otherwise determined by PerkinElmer UK or required by the
Code, and permitted by applicable law and regulation, this document
will not be made available, directly or indirectly, in or into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any use of the mails of, or by any other means or
instrumentality of, or 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 document
and all documents relating to the
Acquisition are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any other
jurisdiction where to do so would constitute a violation of the
laws of that jurisdiction, and persons receiving such documents
(including agents, custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send such documents in or into
or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Acquisition.
Additional information for US investors
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. The scheme of arrangement is not subject
to the tender offer rules or the proxy solicitation rules under the
US Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules.
PerkinElmer UK reserves the right, subject to the prior consent
of the Panel and in accordance with the Co-operation Agreement, to
elect to implement the Acquisition by means of a Takeover Offer for
the entire issued and to be issued share capital of IDS, as an
alternative to the Scheme. If PerkinElmer UK were to elect to
implement the Acquisition by means of a Takeover Offer, it would be
made in compliance with all applicable US laws and regulations,
including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder.
Financial information included in this Announcement and the
Scheme Document has been or will be prepared in accordance with
accounting standards applicable in the United Kingdom that may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
It may be difficult for US holders of IDS Shares to enforce
their rights and any claim arising out of the US federal securities
laws, since IDS is located in a non-US jurisdiction, and some or
all of its officers and directors may be residents of a non-US
jurisdiction and a substantial part of the assets of IDS are
located outside of the US. US holders of IDS Shares may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
The information contained in this Announcement and the Scheme
Document has neither been approved nor disapproved by the SEC or
any US state securities commission. Neither the SEC, nor any state
securities commission, has passed upon the fairness or merits of
the Acquisition described in, nor upon the accuracy or adequacy of
the information contained in, this Announcement or the Scheme
Document. Any representation to the contrary is a criminal offence
in the United States.
Forward-looking statements
This Announcement may contain statements about the PerkinElmer
Group and the IDS Group which are, or may be deemed to be,
"forward-looking statements" and which are prospective in nature.
All statements other than statements of historical fact included in
this Announcement may be forward-looking statements. They are based
on current expectations and projections about future events, and
are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements. Often, but
not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"predicts", "intends", "anticipates", "believes", "targets",
"aims", "projects", "future-proofing" or words or terms of similar
substance or the negative of such words or terms, as well as
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Such statements
are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Forward-looking
statements may 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 the
PerkinElmer Group's or the IDS Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and governmental regulation on the
PerkinElmer Group's or the IDS Group's business.
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 may cause
the actual results, performance or achievements of the PerkinElmer
Group or the IDS Group to be materially different from any future
results, performance or achievements expressed or implied by the
forward-looking statements. These factors include changes in the
global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or disposals. For a
discussion of important factors which could cause actual results to
differ from forward-looking statements in relation to the
PerkinElmer Group or the IDS Group, refer to the annual report and
accounts of the PerkinElmer Group for the financial year ended 3
January 2021 and of the IDS Group for the financial year ended 31
March 2020, respectively. Each of the PerkinElmer Group and the IDS
Group, and each of their respective members, directors, officers,
employees, advisers and persons acting on their behalf, expressly
disclaims any intention or obligation to update or revise any
forward-looking or other statements contained in this Announcement,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
No member of the PerkinElmer Group, nor the IDS 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 document will actually
occur.
Except as expressly provided in this Announcement, no
forward-looking or other statements have been reviewed by the
auditors of the PerkinElmer Group or the IDS Group. All subsequent
oral or written forward-looking statements attributable to any
member of the PerkinElmer Group or the IDS 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 or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for IDS or PerkinElmer for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for
IDS or PerkinElmer.
Right to switch to a Takeover Offer
PerkinElmer UK reserves the right to elect, with the consent of
the Takeover Panel, to implement the Acquisition by way of a
Takeover Offer for the entire issued and to be issued ordinary
share capital of IDS as an alternative to the Scheme. In such an
event, the Takeover Offer will be implemented on the same terms or,
if PerkinElmer UK so decides, on such other terms being no less
favourable (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme.
Rule 2.9 disclosures
In accordance with Rule 2.9 of the Code, as at close of business
on the Last Practicable Date, there were 28,784,097 IDS Shares in
issue and admitted to trading on AIM (excluding IDS Shares in
treasury). The number of IDS Shares held in treasury is 627,078 as
at the date hereof. The International Securities Identification
Number for the IDS Shares is GB00B01YZ052 .
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on PerkinElmer's website at
https://www.perkinelmer.com/corporate/investors/important-disclaimer/index.html
and on IDS's website at https://www.idsplc.com/investorrelations/ ,
by no later than 12:00 noon on the Business Day following this
Announcement . Neither the contents of these websites nor the
content of any other website accessible from hyperlinks on such
websites is incorporated into, or forms part of, this
Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting IDS' registrars, Computershare Investor Services PLC,
during business hours on + 44 (0)370 707 1065 or at The Pavilions,
Bridgwater Road, Bristol, BS99 6ZZ. For persons who receive a copy
of this Announcement in electronic form or via a website
notification, a hard copy of this Announcement will not be sent
unless so requested. In accordance with Rule 30.3 of the Code, a
person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
Information relating to IDS Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by IDS Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from IDS may be provided to PerkinElmer UK during the offer period
as required under section 4 of Appendix 4 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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the 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) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company and (ii) any securities exchange
offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the Business Day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror, and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk ,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Takeover 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.
Appendix
Expected Timetable of Principal Events
Event Time and/or date (2021)
Latest time for lodging Forms of Proxy
for the:
Court Meeting (BLUE form) 10:00 a.m. on 29 June
(1)
General Meeting (WHITE form) 10:15 a.m. on 29 June
(2)
Voting Record Time for the Court Meeting 6:00 p.m. on 29 June
and the General Meeting (3)
Court Meeting 10:00 a.m. on 1 July
General Meeting 10:15 a.m. on 1 July
(4)
The following dates are indicative only and are subject
to change (5)
Sanction Hearing 8 July
Last day of dealings in, and for registration 9 July
of transfers of, and disablement in CREST
of, IDS Shares
Scheme Record Time and Date 6:00 p.m. on 9 July
Dealings in IDS Shares suspended 7:30 a.m. on 12 July
Effective Date of the Scheme 12 July
Cancellation of admission of IDS Shares 7:00 a.m. on 13 July
to trading on the AIM Market
Latest date for despatch of cheques and Within 14 days of the
crediting of CREST for Cash Consideration Effective Date
due under the Scheme
Long Stop Date 30 September 2021 (6)
Notes:
(1) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not less than 48 hours before the time appointed
for the Court Meeting. A copy of a completed and signed BLUE Form
of Proxy not so lodged may be emailed to
externalproxyqueries@computershare.co.uk at any time before the
time that the Court Meeting is due to commence (or handed in person
to the Chair of the Court Meeting, before the meeting commences)
and will still be valid.
(2) WHITE Forms of Proxy for the General Meeting must be lodged
not less than 48 hours before the time appointed for the General
Meeting. WHITE Forms of Proxy for the General Meeting not lodged by
this time will be invalid.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6:00 p.m. on the date falling two days before the
date of the adjourned Meeting.
(4) To commence at 10:15 a.m. or as soon thereafter as the Court
Meeting shall have concluded or been adjourned.
(5) These dates and times are indicative only and will depend,
among other things, on the date upon which: (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) a copy of the Court Order is
delivered to the Registrar of Companies.
(6) This is the latest date by which the Scheme may become
Effective unless PerkinElmer UK and IDS agree (and the Panel and,
if required, the Court permit) a later date.
All references in this document to times are to London time
unless otherwise stated.
The dates and times given are indicative only and are based on
IDS' and PerkinElmer UK's current expectations and may be subject
to change (including as a result of changes to the regulatory
timetable). If any of the expected times and/or dates above change
(a) the revised times and/or dates will be notified to IDS
Shareholders by announcement through a Regulatory Information
Service, with such announcement being made available on
PerkinElmer's website at
https://www.perkinelmer.com/corporate/investors/important-disclaimer/index.html
and IDS' website at https://www.idsplc.com/investorrelations/ and
(b) if required by the Panel, IDS will send notice of the change(s)
to IDS Shareholders and other persons with information rights and,
for information only, to the holders of options or awards under the
IDS Share Plans. IDS Shareholders overseas should refer to
paragraph 14 of Part II of the Scheme Document, which contains
important information relevant to such holders.
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
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Policy.
END
SOAFJMFTMTIMBBB
(END) Dow Jones Newswires
June 03, 2021 12:43 ET (16:43 GMT)
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