TIDMCRX
RNS Number : 7273R
Cyprotex PLC
13 December 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED
JURISDICTION (INCLUDING THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
13 December 2016
Recommended Acquisition of
Cyprotex PLC
by
Evotec A.G.
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Court Sanction of Scheme of Arrangement
In connection with the recommended offer being made by Evotec
A.G. ("Evotec") to acquire the entire issued and to be issued
ordinary share capital of Cyprotex PLC ("Cyprotex") (the
"Acquisition") to be effected by way of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"), Cyprotex
announces that, at the Scheme Court Hearing held today, the High
Court of Justice in England and Wales sanctioned the Scheme.
Next Steps
It is anticipated that the Scheme will become effective on 14
December 2016, which is when the Court Order is expected to be
delivered to the Registrar of Companies. There has been no change
to the expected timetable of principal events for the Acquisition
set out on page 9 of the scheme document published on 4 November
2016 in relation to the Acquisition (the "Scheme Document").
It is anticipated that the trading in Cyprotex Shares on the AIM
Market of the London Stock Exchange will be suspended with effect
from 7.30 a.m. (London time) on 14 December 2016 and that the
cancellation of admission to trading of Cyprotex shares on AIM will
take place at 7.00 a.m. (London time) on 15 December 2016.
Full details of the Offer are set out in the Scheme Document.
Capitalised terms used but not otherwise defined in this
announcement have the meaning given to them in the Scheme
Document.
Subject to certain restrictions, a copy of this announcement
will be available on Cyprotex's website (www.cyprotex.com) and on
Evotec's website (www.evotec.com) respectively.
Enquiries:
Cyprotex
Mark Warburton Tel: +44 (0) 1625 505117
Nplus1 Singer Advisory LLP (financial adviser to Cyprotex, for
the purposes of Rule 3 of the Code and Nominated Adviser and
Broker)
Shaun Dobson Tel: +44 (0)20 7496 3000
Jen Boorer Tel: +44 (0)20 7496 3000
Important notices
N+1 Singer, which, in the United Kingdom, is authorised and
regulated by the Financial Conduct Authority, is acting exclusively
for Cyprotex and no one else in connection with the Acquisition and
will not be responsible to anyone other than Cyprotex for providing
the protections afforded to clients of N+1 Singer nor for providing
advice in relation to the Acquisition or any other matter or
arrangement referred to in this announcement.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes should inform themselves about, and observe any applicable
restrictions or requirements. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent possible, the
companies involved in the Acquisition disclaim any responsibility
or liability for the violation of such requirements by any person.
This announcement has been prepared for the purposes of complying
with English law, the Code, the Rules of the London Stock Exchange
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 any
jurisdiction outside England and Wales.
This announcement is for information purposes only. It is not
intended to and does not constitute, an offer or form part of any
offer or an invitation to purchase, subscribe for, sell or issue,
any securities or a solicitation of any offer to purchase,
subscribe for, sell or issue any securities pursuant to this
announcement or otherwise in any jurisdiction in which such offer
or solicitation is unlawful. This announcement does not comprise a
prospectus or a prospectus equivalent document.
Overseas jurisdictions
The release, publication or distribution of this announcement in
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 requirements. This announcement
has been prepared for the purpose of complying with English law and
the Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the
United Kingdom.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made, directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by Cyprotex and Evotec
contain statements which are, or may be deemed to be, "forward
looking statements". Such forward looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and on numerous assumptions
regarding the business strategies and the environment in which
Cyprotex and Evotec will operate in the future and are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements. The
forward looking statements contained in this Announcement relate to
Cyprotex and Evotec's future prospects, developments and business
strategies, the expected timing and scope of the Acquisition and
other statements other than historical facts. In some cases, these
forward looking statements can be identified by the use of forward
looking terminology, including the terms "believes", "estimates",
"plans", "prepares", "anticipates", "expects", "is expected to",
"is subject to", "budget", "scheduled", "forecasts", "intends",
"may", "will" or "should" or their negatives or other variations or
comparable terminology. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. If any one
or more of these risks or uncertainties materialises or if any one
or more of the assumptions prove incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward looking statements should therefore be construed in the
light of such factors. Neither Cyprotex and Evotec, nor any of
their respective associates or directors, officers 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. Given
these risks and uncertainties, potential investors should not place
any reliance on forward looking statements.
The forward looking statements speak only at the date of this
Announcement. Cyprotex and Evotec expressly disclaim any obligation
to update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
No profit forecast or estimates
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement and no statement in this Announcement should be
interpreted to mean that earnings per Cyprotex or Evotec share for
the current or future financial years would necessarily match or
exceed the respective historical published earnings per Cyprotex or
Evotec share or to mean that the Enlarged Group's earnings in the
first 12 months following the Acquisition, or in any subsequent
period, would necessarily match or be greater than those of
Cyprotex or Evotec for the relevant preceding financial period or
any other period.
Publication on Website
In accordance with Rule 26.1 and 26.2 of the Code, a copy of
this announcement will be made available, subject to certain
restrictions relating to Restricted Overseas Shareholders, on the
website of Cyprotex at www.cyprotex.com until the end of the Offer
Period.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
Disclosure Requirements of the City 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) of the Code 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(s), save to the extent that these details have previously
been disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code 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 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by an offeror and Dealing Disclosures must also be made
by the offeree company, by an offeror and by any persons acting in
concert with any of them (see Rules 8.1, 8.2 and 8.4 of the
Code).
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAUOSARNOAUAAA
(END) Dow Jones Newswires
December 13, 2016 06:46 ET (11:46 GMT)
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