TIDMINS
RNS Number : 2386S
Instem plc
02 November 2023
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 OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
2 November 2023
RECOMMED CASH OFFER
by
ICHOR MANAGEMENT LIMITED
(a newly incorporated company controlled by funds managed by
ARCHIMED SAS)
for
INSTEM PLC
Results of Court Meeting and General Meeting
On 30 August 2023, the board of directors of Ichor Management
Limited (" Bidco "), a newly incorporated company controlled by
funds managed by ARCHIMED SAS, and the board of directors of Instem
plc (" Instem ") announced that they had reached agreement on the
terms of a recommended cash offer by Bidco for the entire issued
and to be issued share capital of Instem (the " Acquisition "). The
Acquisition is being implemented by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
The scheme document in respect of the Acquisition was published
and made available to Instem Shareholders on 25 September 2023 (the
"Scheme Document"). Capitalised terms used but not otherwise
defined in this announcement shall have the meaning given to them
in the Scheme Document.
On 20 October 2023, Instem announced that it had adjourned the
Court Meeting and General Meeting to 2 November 2023 to allow
Instem Shareholders additional time to consider their votes, and
set out an expected timetable of principal events in that
announcement (the "Adjournment Announcement").
Results of the Court Meeting and the General Meeting
Instem is pleased to announce that at the Court Meeting and the
General Meeting held earlier today:
-- the requisite majority of Scheme Shareholders voted (either
in person or by proxy) in favour of the resolution to approve the
Scheme at the Court Meeting; and
-- the requisite majority of Instem Shareholders voted (either
in person or by proxy) in favour of the Special Resolution,
including approving the amendment of the Instem Articles, at the
General Meeting.
Details of the resolutions passed are set out in the notices of
the Court Meeting and the General Meeting at Parts 9 and 10
(respectively) contained in the Scheme Document.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting held on 2 November 2023. Each Scheme Shareholder present
was entitled to one vote per Scheme Share held at the Voting Record
Time.
Results of Court FOR AGAINST TOTAL
Meeting
Number of Scheme Shares
voted 16,169,910 5,118,935 21,288,845
------------- ----------- ------------
Percentage of Scheme
Shares voted(1) 75.95% 24.05% 100%
------------- ----------- ------------
Number of Scheme Shareholders
who voted(2) 64 13 69 (3)
------------- ----------- ------------
Percentage of Scheme
Shareholders who voted(1)(2) 92.75% 18.84% 100% (3)
------------- ----------- ------------
Number of Scheme Shares
voted as a percentage
of the Scheme Shares
eligible to be voted
at the Court Meeting(1) 70.61% 22.36% 92.97%
------------- ----------- ------------
(1) Rounded to two decimal places.
(2) Where a Scheme Shareholder has cast some of their votes
"for" and some of their votes "against" the resolution,
such Scheme Shareholder has been counted as having voted
both "for" and "against" the resolution for the purposes
of determining the number and percentage of Scheme Shareholders
who voted as set out in this row.
(3) The aggregate of Scheme Shareholders voting "for" and
"against" the resolution as set out in this row exceeds
the total number and percentage of Scheme Shareholders who
voted because 8 registered members gave instructions for
votes to be cast "for" the resolution in respect of part
of their holding of Scheme Shares and "against" the resolution
in respect of another part of their holding of Scheme Shares.
Voting results of the General Meeting
The table below sets out the results of the poll at the General
Meeting held on 2 November 2023. Each Instem Shareholder was
entitled to one vote per Instem Share held at the Voting Record
Time.
FOR AGAINST TOTAL WITHHELD(1) % OF ISC
VOTED
----------
Special Number Percentage Number Percentage Number Number Percentage
Resolution of votes of votes(2) of votes of votes(2) of votes of votes of Issued
capital
----------- ------------- ---------- ------------- ----------- ------------ ----------
Approval
of implementation
of the
Scheme,
including
amendments
to the
Instem
Articles 16,252,860 76.05% 5,118,935 23.95% 21,371,795 831 93.33%
----------- ------------- ---------- ------------- ----------- ------------ ----------
(1) A vote withheld is not a vote in law and is not counted
in the calculation of the proportion of votes "for" or
"against" the Special Resolution.
(2) Rounded to two decimal places.
The total number of Instem Shares in issue at the Voting Record
Time was 22,899,433 . The Company does not hold any ordinary shares
in treasury. Therefore, the total number of voting rights in Instem
at the Voting Record Time was 22,899,433 .
Acquisition Conditions
The outcome of the Court Meeting and General Meeting means that
Conditions 2(a) and (b) (as set out in Part A of Part 3 of the
Scheme Document) have been satisfied. The Scheme remains subject to
certain other Conditions, including: (i) the Secretary of State
confirming that no further action will be taken in relation to the
Acquisition pursuant to the NSIA (as set out in Part 3, Part A,
paragraph 3(a) of the Scheme Document); (ii) the satisfaction (or,
where applicable, waiver) of the remaining general Conditions set
out in Part 3 of the Scheme Document ; (iii) the Court sanctioning
the Scheme; and (iv) the Court Order being duly delivered to the
Registrar of Companies .
Subject to the satisfaction of these Conditions, it is the
current intention of the Company to seek the Court's sanction of
the Scheme on 16 November 2023, at a hearing to be held in The
Royal Courts of Justice and the Scheme is expected to become
effective on 20 November 2023.
If all the Conditions have not been satisfied before 16 November
2023 the expected timetable of principal events is likely to
change, and Instem will make a further announcement regarding the
expected timetable for the implementation of the Scheme.
Expected Timetable of Principal Events
An updated expected timetable for the Acquisition is set out in
Appendix I to this announcement. Instem will provide a further
update should this timetable change. All times shown are to London
times unless otherwise stated.
A further announcement will be made by Instem following
satisfaction of the NSIA Condition and the satisfaction (or, where
applicable, waiver) of the remaining general Conditions set out in
Part 3 of the Scheme Document.
Enquiries
Instem
Phil Reason Via Walbrook
Nigel Goldsmith
Rothschild & Co (Financial Adviser to Instem)
Alistair Allen Tel: +44 (0) 161 827 3800
Julian Hudson
Tom Palmer
Singer Capital Markets Advisory LLP (Nominated Adviser, Joint
Financial Adviser and Joint Broker to Instem)
Peter Steel Tel: +44 (0) 20 7496 3000
Alex Bond
Oliver Platts
Stifel Nicolaus Europe Limited (Joint Broker to Instem)
Ben Maddison Tel: +44 (0) 20 7710 7600
Richard Short
Walbrook Financial PR (Public Relations Adviser to Instem)
Tom Cooper Tel: +44 (0) 20 7933 8780
Nick Rome
Joe Walker
Disclaimers
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as joint financial
adviser to Instem and for no one else in connection with the
matters referred to in this announcement and will not be
responsible to anyone other than Instem for providing the
protections afforded to clients of Rothschild & Co, nor for
providing advice in relation to the acquisition of Instem or any
other matters referred to in this announcement. Neither Rothschild
& Co nor any of its subsidiaries, branches or affiliates (nor
their respective directors, officers, employees or agents) 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 Rothschild & Co
in connection with this announcement, any statement contained in
this announcement, the acquisition of Instem or otherwise. No
representation or warranty, express or implied, is made by
Rothschild & Co as to the contents of this announcement.
Singer Capital Markets, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as joint financial
adviser and nominated adviser to Instem and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than Instem for providing
the protections afforded to clients of Singer Capital Markets, nor
for providing advice in relation to the acquisition of Instem or
any other matters referred to in this announcement. Neither Singer
Capital Markets nor any of its affiliates (nor their respective
directors, partners, officers, employees or agents) 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 Singer Capital Markets in
connection with this announcement, any statement contained in this
announcement, the acquisition of Instem or otherwise. No
representation or warranty, express or implied, is made by Singer
Capital Markets as to the contents of this announcement.
Further information
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.
Publication on website
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 Instem's website at
https://investors.instem.com by no later than 12:00 noon on the
Business Day following the date of this announcement. Neither the
contents of this website nor the content of any other website
accessible from hyperlinks on such websites is incorporated into,
or forms part of, this announcement.
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 Instem 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) Instem 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 Instem 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 Instem or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant
securities of Instem 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) Instem 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 Instem 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 Instem and by
any offeror, and Dealing Disclosures must also be made by Instem,
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.
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.
General
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 or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.
APPIX I
Event Time and/or date
The following dates are indicative only and are subject to
change[1]
Sanction Hearing (to sanction the 16 November 2023 [2]
Scheme)
Last day of dealings in, and for 17 November 2023
the registration of transfers of,
and disablement in CREST of, Instem
Shares
Scheme Record Time 6.00 p.m. on 17 November
2023
Suspension of dealings in Instem by 7.30 a.m. on 20 November
Shares on AIM 2023
Effective Date 20 November 2023 [3]
Cancellation of admission to trading by 7.00 a.m. on 21 November
of Instem Shares on AIM 2023
Latest date for dispatch of cheques, 4 December 2023
and crediting of CREST accounts and
processing electronic transfers due
under the Scheme
Long Stop Date 29 February 2024 [4]
[1] These dates are indicative only and will depend, among other
things, on the date upon which: (i) the NSIA Condition is
satisfied; (ii) the Court sanctions the Scheme; and (iii) the Court
Order is delivered to the Registrar of Companies. Instem will give
adequate notice of all of these dates and times, when known, by
issuing an announcement through a Regulatory Information Service,
with such announcement being made available on Instem's website at
https://investors.instem.com. Participants in the Instem Share
Plans will be contacted separately regarding the effect of the
Acquisition on their rights under these schemes and provided with
further details concerning the proposals being made to them.
[2] Subject to satisfaction of certain regulatory conditions as
set out in Part 3 (Conditions to and Further Terms of the Scheme
and the Acquisition) of the Scheme Document. In accordance with the
terms of the Cooperation Agreement, the Sanction hearing shall be
scheduled to take place on a date that is not earlier than the date
falling twelve Business Days following satisfaction of the
regulatory conditions as set out in Part 3 (Conditions to and
Further Terms of the Scheme and the Acquisition) of the Scheme
Document.
[3] Following sanction of the Scheme by the Court, the Scheme
will become Effective in accordance with its terms upon a copy of
the Court Order being delivered to the Registrar of Companies. This
is currently expected to occur within two Business Days after the
date of the Sanction Hearing, subject to satisfaction or (where
capable of waiver), waiver of the Conditions, but could occur on
the same day as the Sanction Hearing or the Business Day following
the Sanction Hearing.
[4] This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as Instem, ARCHIMED and Bidco may agree in writing (with
the Panel's consent and as the Court may approve (should such
approval(s) be required)).
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END
MSCFLFFSLVLFIIV
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