TIDMINS
RNS Number : 7348T
Instem plc
16 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
16 November 2023
RECOMMED CASH OFFER
by
ICHOR MANAGEMENT LIMITED
(a newly incorporated company controlled by funds managed by
ARCHIMED SAS)
for
INSTEM PLC
Court Sanction of the Scheme
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.
Scheme sanction
Further to the announcement on 2 November 2023 confirming that
the Scheme was approved by Scheme Shareholders at the Court Meeting
and that Instem Shareholders approved the Special Resolution
relating to the implementation of the Scheme at the General
Meeting, the boards of directors of Instem and Bidco are pleased to
announce that the High Court of Justice in England and Wales has
today made an order sanctioning the Scheme under section 899 of the
Companies Act 2006 (the "Court Order").
The Scheme remains conditional on the delivery to the Registrar
of Companies of the Court Order made at the Sanction Hearing to
sanction the Scheme. The Scheme is expected to become effective on
20 November 2023 (the "Effective Date") and a further announcement
will be made at that time.
Next steps and timetable
There have been no changes to the expected timetable of
principal events set out in the announcement on 2 November 2023.
The last day and time for dealings in, and for registration of
transfers of Instem Shares will be 6:00 p.m. on 17 November 2023 .
The Scheme Record Time is expected to be 6.00 p.m. on 17 November
2023, at which time CREST will be disabled in respect of Instem
Shares. Trading in Instem Shares on AIM is expected to be suspended
with effect from 7.30 a.m. on 20 November 2023.
It is expected that, subject to the Scheme becoming effective,
the admission to trading of Instem Shares on AIM will be cancelled
and Instem Shares will cease to be admitted to trading on AIM at
7.00 a.m. on 21 November 2023.
On the Effective Date, share certificates in respect of Instem
Shares will cease to be valid and entitlements to Instem Shares
held within the CREST system will be cancelled.
All references to times in this announcement are to London
time.
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
Bidco
Vincent Guillaumot Tel: +33 4 81 11 35 33
Anthony Farias
Moelis & Company UK LLP (Financial Adviser to ARCHIMED SAS
and Bidco)
Philippe Gallone Tel: +44 (0) 20 7634 3500
Chris Raff
François Saint-Lo
Simon Chaudhuri
Powerscourt (PR adviser to ARCHIMED SAS and Bidco)
Sarah Macleod Tel: +44 (0) 20 7250 1446
Peter Lambie
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.
Moelis, which is regulated by the FCA in the United Kingdom, is
acting exclusively for ARCHIMED SAS and Bidco and no one else in
connection with the Acquisition and other matters set out in this
Announcement and will not be responsible to anyone other than
ARCHIMED SAS and Bidco for providing the protections afforded to
clients of Moelis, or for providing advice in connection with the
Acquisition or any matter referred to herein. Neither Moelis nor
any of its 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 Moelis in connection with this Announcement, any
statement contained herein or otherwise.
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.
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END
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November 16, 2023 09:30 ET (14:30 GMT)
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