Continental Investment Partners SA Recommended Offer for Source BioScience plc (6620F)

TIDMTTM TIDMSBS

RNS Number : 6620F

Continental Investment Partners SA

29 July 2016

For immediate release

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction (including the united states of america) where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

29 July 2016

RECOMMED CASH OFFER

FOR

SOURCE BIOSCIENCE PLC

SHERWOOD HOLDINGS LIMITED

TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT

UNDER PART 26 OF THE COMPANIES ACT 2006

SUMMARY AND HIGHLIGHTS:

-- The board of directors of Sherwood Holdings Limited ("Sherwood") and the board of directors of Source BioScience plc ("Source BioScience") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Sherwood for the entire issued and to be issued ordinary share capital of Source BioScience (the "Offer") to be effected by way of a Court-sanctioned scheme of arrangement between Source BioScience and its shareholders under Part 26 of the Companies Act 2006.

-- Sherwood is a private limited company incorporated in England and Wales, which was recently established by Continental Investment Partners S.A. ("Continental") and Harwood Capital LLP ("Harwood Capital") (on behalf of the Continental Clients and the Harwood Funds) specifically for the purpose of making the Offer.

-- Continental and Harwood Capital are private investment management firms engaged in the provision of discretionary investment management and/or advisory services to their respective clients. Following implementation of the Proposals, Sherwood will be owned by the Continental Clients and the Harwood Funds and those Scheme Shareholders who have validly elected for the Unlisted Securities Alternative (as described below).

-- Under the terms of the Offer, Scheme Shareholders on the register of members at the Scheme Record Time will receive 18 pence in cash for each Scheme Share held, valuing the entire existing issued ordinary share capital of Source BioScience at approximately GBP62.87 million.

-- The Cash Consideration of 18 pence per Source BioScience Share represents a premium of approximately:

(i) 2.13 per cent. to the Closing Price of 17.625 pence per Source BioScience Share on 28 July 2016 (being the last Business Day prior to the date of this announcement);

(ii) 21.0 per cent. to the Closing Price of 14.875 pence per Source BioScience Share on 2 June 2016 (being the last Business Day prior to the date of the Possible Offer Announcement); and

(iii) 22.0 per cent. to the volume weighted average price of 14.76 pence per Source BioScience Share for the three months up to and including 2 June 2016 (being the last Business Day prior to the date of the Possible Offer Announcement).

-- The Scheme also includes an Unlisted Securities Alternative, under which Scheme Shareholders will be entitled to elect, in respect of all or some of their Scheme Shares, to receive Sherwood Share Units in lieu of the Cash Consideration to which they are entitled in respect of such Scheme Shares under the terms of the Offer. Each Sherwood Share Unit will comprise one Sherwood Share and one Sherwood PIK Loan Note. Sherwood Shares and Sherwood PIK Loan Notes will be unlisted securities and there are no plans to seek a public quotation on any recognised investment exchange or other market for the Sherwood Shares or Sherwood PIK Loan Notes to be issued to Scheme Shareholders under the Unlisted Securities Alternative. The Unlisted Securities Alternative will be subject to certain restrictions as regards Overseas Shareholders.

-- Implementation of the Scheme will be subject, inter alia, to the sanction of the Court and the approval of Voting Scheme Shareholders at the Court Meeting and Source BioScience Shareholders at the General Meeting. The Scheme Document, setting out full details of the Scheme and the procedures to be followed by Source BioScience Shareholders to approve the Scheme, together with the Form of Election and Forms of Proxy, are expected to be despatched to Source BioScience Shareholders and, for information purposes only, to participants in the Source BioScience Share Option Schemes, on or around 17 August 2016 and in any event within 28 days from the date of this announcement, unless otherwise agreed with the Panel.

-- If the Scheme does not become Effective by the Termination Date, the Proposals will lapse except where the approval of Voting Scheme Shareholders at the Court Meeting and Source BioScience Shareholders at the General Meeting is obtained before this date, in which case the longstop date for the Proposals may be extended to such later date as Sherwood and Source BioScience may agree and, if appropriate, the Court may approve.

-- The Source BioScience Board has unanimously agreed to recommend that Source BioScience Shareholders vote in favour of the resolutions relating to the Proposals at the Court Meeting and the General Meeting, as each of the directors of Source BioScience who currently hold Source BioScience Shares intend so to do in respect of their own beneficial shareholdings (or the shareholdings they control), amounting, in aggregate, to 4,278,557 Source BioScience Shares (representing approximately 1.22 per cent. of the existing issued ordinary share capital of Source BioScience).

-- The Source BioScience Board has recommended that Source BioScience Shareholders do not elect for the Unlisted Share Alternative, unless they are fully cognisant of, and are prepared to accept, the risks and other investment considerations as set out in section 3.3, section 5 and section 6 of this announcement and have taken independent advice, appropriate to their own financial circumstances and investment objectives.

-- Sherwood has received a letter of intent and irrevocable undertakings to vote in favour of the Proposals from the largest institutional Voting Scheme Shareholder and the directors of Source BioScience in respect of 71,574,319 and 4,278,557 Source BioScience Shares respectively, representing approximately 20.49 and 1.22 per cent. respectively of the existing issued ordinary share capital of Source BioScience. Further details of the letter of intent and the irrevocable undertakings are set out below and in Appendix III to this announcement.

-- At the date of this announcement, the Continental Clients beneficially own, in aggregate, 25,457,490 Source BioScience Shares representing approximately 7.29 per cent. of the existing issued ordinary share capital of Source BioScience and the Harwood Funds beneficially own, in aggregate, 82,500,000 Source BioScience Shares representing approximately 23.62 per cent. of the existing issued ordinary share capital of Source BioScience. Continental and Harwood Capital therefore advise, in aggregate, the holders of, and/or control, 107,957,490 Source BioScience Shares representing approximately 30.91 per cent. of Source BioScience's existing issued share capital.

-- Accordingly, Continental and Harwood Capital advise and/or control and have obtained a letter of intent and irrevocable undertakings over, in aggregate, 183,810,366 Source BioScience Shares, representing approximately 52.62 per cent. of Source BioScience's existing issued share capital.

Commenting on the Offer on behalf of the Source BioScience Board, Laurie Turnbull, Non-Executive Chairman of Source BioScience, said:

"With the support of all of its shareholders, employees and customers, Source BioScience has gone from strength to strength over the last ten years. The Board recommends this Offer and, if shareholders approve the Scheme, will look forward with confidence to the Company's ownership by Sherwood and the opportunities that will present for everyone involved with the Company."

Commenting on the Offer on behalf of Sherwood, Marco Fumagalli and Christopher Mills, Directors of Sherwood, said:

"We are delighted to be announcing this recommended cash offer for Source BioScience, a leading laboratory services and products company. We believe that Source BioScience is a great company with strong operational management, but that, given its size and operating environment, it would fare better as a private company with a more cost effective corporate structure. Our Offer provides Source BioScience Shareholders with a significant premium over the value of their shares prior to our approach, as well as affording them the flexibility to retain an interest in the business should they wish to do so."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement and the Appendices. Implementation of the Scheme will be subject to the conditions set out in Appendix I to this announcement and the further terms to be set out in the Scheme Document and the Form of Election. Appendix II contains the sources of information and bases of calculation used in this announcement. Appendix III contains details of the letter of intent and irrevocable undertakings received by Continental and Harwood Capital for the benefit of Sherwood. Appendix IV contains a summary of the key rights attaching to Sherwood Shares and key terms of the Sherwood PIK Loan Note Instrument. Certain definitions apply throughout this announcement (including this summary) and your attention is drawn to Appendix V at the end of this announcement where these definitions are set out in full.

Enquiries:

 
 Sherwood Holdings Limited           Tel: +41 (0) 91 225 
  Marco Fumagalli, Director           25 60 
  Christopher Mills, Director 
 Strand Hanson Limited               Tel: +44 (0) 207 
  (Financial Adviser to Sherwood,     409 3494 
  Continental and Harwood Capital) 
  Stuart Faulkner 
  Matthew Chandler 
  James Dance 
 Source BioScience plc               Tel: +44 (0) 115 
  Laurie Turnbull, Chairman           973 9010 
  Dr Nick Ash, CEO 
 Nplus1 Singer Advisory LLP          Tel: +44 (0) 207 
  (Financial Adviser and Broker       496 3000 
  to Source BioScience) 
  Nic Hellyer 
  James White

The Proposals will be subject to the Conditions and to the further terms and conditions to be set out in the Scheme Document. The Proposals are being made solely through the Scheme Document, which will contain the full terms and conditions of the Proposals, including details of how to vote in respect of the Proposals. Any vote in relation to the Proposals should be made only on the basis of the information contained in the Scheme Document. Source BioScience Shareholders are advised to read the Scheme Document carefully, once it has been despatched.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Sherwood, Continental and Harwood Capital and no-one else in connection with the Proposals and other matters described in this announcement and will not be responsible to anyone other than Sherwood, Continental and Harwood Capital for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser and broker to Source BioScience and no-one else in connection with the Proposals and other matters described in this announcement and will not be responsible to anyone other than Source BioScience for providing the protections afforded to clients of N+1 Singer or for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein.

In accordance with Rule 30.2 of the Code, you may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting N+1 Singer during business hours on 020 7496 3000 or by submitting a request in writing to N+1 Singer at 1 Bartholomew Lane, London EC2N 2AX. It is important that you note that unless you make a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Proposals should be sent in hard copy form.

THIS ANNOUNCEMENT 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, 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 availability of the Offer, the Unlisted Securities Alternative 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. 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. Copies of this announcement and any formal documentation relating to the Proposals 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, into or from any Restricted Jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the Code and the Listing 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 of jurisdictions outside the United Kingdom.

The issue of Sherwood Share Units to holders of Scheme Shares in Restricted Jurisdictions would necessitate compliance with special requirements under the laws of the Restricted Jurisdictions. Accordingly, the Unlisted Securities Alternative is not being made available to Restricted Overseas Shareholders who shall receive cash, notwithstanding any election made by them for the Unlisted Securities Alternative.

Cautionary Note Regarding Forward Looking Statements

This announcement, oral statements made regarding the Offer, and other information published by Sherwood and Source BioScience may contain certain statements that are or may be forward looking with respect to the financial condition, results of operations and business of Source BioScience and certain plans and objectives of the Source BioScience Board and the Sherwood Board with respect thereto. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of a similar meaning. These estimates are based on assumptions and assessments made by the Source BioScience Board and/or the Sherwood Board in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

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. 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 and the factors described in the context of such forward looking statements in this announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although Source BioScience and Sherwood believe that the expectations reflected in such forward looking statements are reasonable, neither Source BioScience nor Sherwood, 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. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and the Disclosure and Transparency Rules of the FCA), neither Sherwood nor Source BioScience is under any obligation, and Sherwood and Source BioScience expressly disclaim any intention or obligation to update or correct the information contained in this announcement and Source BioScience and Sherwood therefore caution you not to place undue reliance on these forward looking statements which speak only as at the date of this announcement.

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 Source BioScience 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) Source BioScience 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 Source BioScience 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 Source BioScience or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Source BioScience 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) Source BioScience 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. (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 Source BioScience 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 Source BioScience and by any offeror and Dealing Disclosures must also be made by Source BioScience, 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 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.

Information Relating to Source BioScience Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Source BioScience Shareholders, persons with information rights and other relevant persons for the receipt of communications from Source BioScience may be provided to Sherwood during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

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.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Source BioScience confirms that, as at the date of this announcement, it has 349,292,449 ordinary shares of 2 pence each in issue and admitted to trading on the Main Market of the London Stock Exchange under the ISIN reference GB0009739649.

Publication on Websites

In accordance with Rule 26.2 of the Code, a copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the websites of Source BioScience at www.sourcebioscience.com and Continental at www.continentalip.ch by no later than 12 noon (London time) on 1 August 2016.

29 July 2016

RECOMMED CASH OFFER

FOR

SOURCE BIOSCIENCE PLC

SHERWOOD HOLDINGS LIMITED

TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT

UNDER PART 26 OF THE COMPANIES ACT 2006

   1.     Introduction

The board of directors of Sherwood and the board of directors of Source BioScience are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Sherwood for the entire issued and to be issued ordinary share capital of Source BioScience. The Offer of 18 pence per Source BioScience Share values the existing issued ordinary share capital of Source BioScience at approximately GBP62.87 million.

The Offer is to be implemented by means of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act 2006. The Scheme requires the approval of Voting Scheme Shareholders at a meeting convened by the Court and the subsequent sanction of the Court. It is currently expected that the Scheme Document will be published on or around 17 August 2016, that the Court Meeting and the General Meeting will be held on or around 9 September 2016 and that the Scheme will likely become effective shortly thereafter.

The Source BioScience Board has unanimously agreed to recommend that Source BioScience Shareholders vote in favour of the resolutions relating to the Proposals at the Court Meeting and the General Meeting, as each of the directors of Source BioScience who currently hold Source BioScience Shares intend so to do in respect of their own beneficial shareholdings (or the shareholdings they control), amounting, in aggregate, to 4,278,557 Source BioScience Shares (representing approximately 1.22 per cent. of the existing issued ordinary share capital of Source BioScience).

The Scheme also includes an Unlisted Securities Alternative, under which Scheme Shareholders will be entitled to elect, in respect of all or some of their Scheme Shares, for Sherwood Share Units in lieu of the Cash Consideration to which they are entitled in respect of such Scheme Shares under the terms of the Offer, should they choose so to do. Each Sherwood Share Unit will comprise one Sherwood Share and one Sherwood PIK Loan Note. The Sherwood Shares and Sherwood PIK Loan Notes will be unlisted securities and there are no plans to seek a public quotation on any recognised investment exchange or other market for the Sherwood Shares and Sherwood PIK Loan Notes which may be issued to Scheme Shareholders under the Unlisted Securities Alternative.

The Source BioScience Board has recommended that Source BioScience Shareholders do not elect for the Unlisted Share Alternative, unless they are fully cognisant of, and are prepared to accept, the risks and other investment considerations as set out in section 3.3, section 5 and section 6 below and have taken independent advice, appropriate to their own financial circumstances and investment objectives.

Sherwood is a private limited liability company recently incorporated in England and Wales. It was established by Continental and Harwood Capital (on behalf of the Continental Clients and the Harwood Funds respectively) specifically for the purpose of making the Offer. Continental, Harwood Capital, the Continental Clients and the Harwood Funds are deemed to be acting in concert with Sherwood for the purposes of the Code. Following implementation of the Proposals, Sherwood will be owned by the Continental Clients, the Harwood Funds and those Scheme Shareholders who have validly elected for the Unlisted Securities Alternative (as described below). Further information on Sherwood is set out in section 9 below.

   2.     The Proposals

It is intended that the Offer will be implemented by means of a Court-sanctioned scheme of arrangement between Source BioScience and the Scheme Shareholders pursuant to Part 26 of the Companies Act 2006. The Scheme will be subject to the Conditions set out below and in Appendix I to this announcement and the full terms and conditions to be set out in the Scheme Document and the Form of Election.

If the Scheme becomes Effective, the Scheme Shares will be transferred to Sherwood and, under the terms of the Offer, Source BioScience Shareholders on the register of members at the Scheme Record Time will receive:

   for each Scheme Share                       18 pence in cash

The Offer values the existing issued ordinary share capital of Source BioScience at approximately GBP62.87 million and the Offer Price represents a premium of approximately:

(i) 2.13 per cent. to the Closing Price of 17.625 pence per Source BioScience Share on 28 July 2016 (being the last Business Day prior to the date of this announcement);

(ii) 21.0 per cent. to the Closing Price of 14.875 pence per Source BioScience Share on 2 June 2016 (being the last Business Day prior to the date of the Possible Offer Announcement); and

   3.    The Unlisted Securities Alternative

3.1 Terms

Under the Unlisted Securities Alternative, Scheme Shareholders (other than Restricted Overseas Shareholders) may elect, in respect of all or some of their Scheme Shares, to receive Sherwood Share Units in lieu of the Cash Consideration to which they are entitled in respect of such Scheme Shares under the terms of the Offer on the following basis:

   for each Scheme Share                       1 Sherwood Share Unit

The key rights and restrictions attaching to the Sherwood Shares and key terms of the Sherwood PIK Loan Note Instrument are summarised in Appendix IV to this announcement.

3.2 Availability

The Unlisted Securities Alternative will only be implemented as part of the Proposals if the Scheme becomes Effective. The Unlisted Securities Alternative will also be subject to certain restrictions as regards Overseas Shareholders as noted in sections 3.4 and 17 below.

3.3 Risk factors

The Source BioScience Board has recommended that Source BioScience Shareholders do not elect for the Unlisted Share Alternative, unless they are fully cognisant of, and are prepared to accept, the risks and other investment considerations as set out in this section 3.3 and sections 5 and 6 below and have taken independent advice, appropriate to their own financial circumstances and investment objectives.

The attention of Source BioScience Shareholders who may be considering electing for the Unlisted Securities Alternative is drawn to certain risk factors and other investment considerations relevant to such an election. These will be set out in full in the Scheme Document and include, inter alia, the following:

-- Sherwood is an unquoted company and there currently is, and there is expected to continue to be, no market in Sherwood Shares;

-- Sherwood has no plans to seek a listing or public quotation for the Sherwood Shares on any recognised investment exchange or other market following the Effective Date;

-- Sherwood will not be subject to the disclosure, corporate governance and shareholder protection requirements of any recognised investment exchange;

-- the Articles of Sherwood will contain provisions which restrict the transfer of the Sherwood Shares (these restrictions are summarised in Appendix IV of this announcement); and

   --       Sherwood currently has no intention to pay dividends.

3.4 Securities law restrictions

Sherwood Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state in the United States. The Unlisted Securities Alternative is not being made available to Scheme Shareholders who are Restricted Overseas Shareholders (which include US Persons). Accordingly, Restricted Overseas Shareholders shall receive cash notwithstanding any election made by them for the Unlisted Securities Alternative, and there shall be no issuance of Sherwood Shares to such Scheme Shareholders.

Where Sherwood believes that an election for the Unlisted Securities Alternative by any Scheme Shareholder may infringe applicable legal or regulatory requirements, or may result in a requirement for a registration under the US Securities Act, the US Exchange Act or any other securities laws in the United States, or the securities laws of any other Restricted Jurisdiction, Sherwood will have the right to deem that such Scheme Shareholder has not validly elected for the Unlisted Securities Alternative and such Scheme Shareholder will instead receive Cash Consideration in respect of the Scheme Shares which were subject to such an election in accordance with the terms of the Offer.

3.5 Sherwood Share Units

Each Sherwood Share Unit will comprise 1 Sherwood Share and 1 Sherwood PIK Loan Note.

Sherwood Shares issued pursuant to the Unlisted Securities Alternative will rank pari passu in all respects with Sherwood Shares of the same class which are to be subscribed for by certain of the Continental Clients and certain of the Harwood Funds on or prior to implementation of the Proposals. Sherwood Shares are subject to certain transfer restrictions and obligations, including drag-along and tag-along rights. A more detailed summary of the rights and restrictions attaching to Sherwood Shares and the Sherwood PIK Loan Notes is provided in Appendix IV to this announcement.

   4.     Reasons for the Offer and future plans for Source BioScience

Sherwood is confident in the overall prospects for Source BioScience's operating businesses and the laboratory services and products sector within which it operates, but believes that in order to maximise its future potential the Company will be better suited to a private company environment, where, with Sherwood's support and assistance, management will be able to concentrate on the more efficient delivery of their medium term business plan, within a simplified corporate structure, free from the requirement to meet the public equity market's shorter term expectations.

Sherwood intends to seek to continue to grow the Source BioScience Group's contracted revenue base and pursue the identification and development of innovative new or enhanced services and product offerings, whilst maintaining a tight control of costs within a simplified corporate structure and eliminating the regulatory burden, constraints and numerous expenses associated with maintaining a UK public listing, thereby enhancing value for its investors in the longer term.

   5.     Background to and reasons for the recommendation of the Offer

The Board is recommending that Scheme Shareholders accept the Offer by voting in favour of the Scheme.

The Offer Price at 18 pence represents a premium of 21.0 per cent. to the closing mid-market price of 14.875 pence per Source BioScience Share on 2 June 2016, being the last Business Day prior to date of the Possible Offer Announcement, and a premium of 12.4 per cent. to the 6 month volume weighted average price of 16.01 pence per Source BioScience Share on the same day.

The Board is recommending the Offer because:

-- the Offer provides the certainty of a cash exit for Scheme Shareholders, which may be attractive given that there remain risks and uncertainties both with respect to the general macroeconomic and political environment as well as risks inherent in progressing the Company's business and delivering its strategy;

-- an element of the Company's growth strategy has been, and continues to be, investment in acquisitions that are complementary to the Company's activities and there are risks and uncertainties in securing further funding to support future acquisitions as part of this strategy;

-- as a result of the size of the current shareholdings of the Existing Continental Investors and Existing Harwood Investors in Source BioScience, in addition to other large blocks held by other Source BioScience Shareholders, trading in Source BioScience Shares may become increasingly illiquid;

-- increasing illiquidity may make the Company less attractive as an investment proposition for institutional investors, making it more difficult to secure equity funding to support the Company's growth strategy;

-- at the date of this announcement, the Existing Continental Investors and Existing Harwood Investors are already interested in 107,957,490 Source BioScience Shares, representing approximately 31 per cent. of the issued share capital of Source BioScience; as a result, they have the ability to exercise effective control over Source BioScience and exert significant influence over its future strategic direction including, but not limited to, using their voting rights to affect proposals to issue shares, make acquisitions or establish a dividend policy, thereby impacting delivery of the Company's strategy; and

-- those Source BioScience Shareholders who choose to elect for the Unlisted Securities Alternative, as an alternative to the Offer, will be able to maintain an indirect investment in the Company, albeit in an unquoted entity likely to be more highly geared than would be typical for a quoted company and which will be controlled by the Existing Continental Investors and Existing Harwood Investors and which will not benefit from the corporate governance safeguards associated with the requirements of a company with a premium listing on the Main Market.

The Board has been advised by N+1 Singer that the premium of the Offer Price calculated by reference to the closing mid-market price of 14.875 pence per Source BioScience Share on 2 June 2016, the last Business Day prior to the Possible Offer Announcement, is below those commonly seen for a cash offer and represents a lower multiple of earnings than that of other companies identified by N+1 Singer as being broadly comparable to Source BioScience. Accordingly, N+1 Singer has advised the Board that, in their opinion, the Offer Price does not fully recognise the potential value that may or may not be generated if the Company's strategy is successfully delivered and thus the financial terms of the Offer are not fair and reasonable. The Board has also been advised by N+1 Singer that the value of the Unlisted Securities Alternative as attributed to it by the adviser to Sherwood, solely for the purpose of Rule 24.11 of the Code, does not fully reflect the investment risks set out in paragraph 3.3 and thus the financial terms of the Unlisted Securities Alternative are not fair and reasonable. In providing advice to the Board, N+1 Singer has taken into account the commercial assessments of the Board.

The Board has confidence in its current strategy and has considered N+1 Singer's advice. Notwithstanding N+1 Singer's advice, the Board is recommending the Offer, because:

-- the Existing Continental Investors and Existing Harwood Investors are significant shareholders in the Company, holding approximately 31 per cent. of its issued share capital;

-- the Existing Continental Investors have obtained a letter of intent to vote in favour of the Scheme from other shareholders, representing 20.49 per cent. of the issued share capital;

-- the Existing Continental Investors made substantial market purchases of Source BioScience Shares to build their shareholding during the 6 month period preceding 2 June 2016; these significant purchases may have impacted the 6 month volume weighted average price of 16.01 pence per Source BioScience Share on 2 June 2016 with a consequent effect on the premia calculated;

-- the Offer Price represents a premium of 22.0 per cent. to the volume weighted average price of 14.76 pence per Source BioScience Share over the three month period to 2 June 2016, the last Business Day prior to the Possible Offer Announcement, during which time the Existing Continental Investors and Existing Harwood Investors did not buy shares as they were restricted from so doing under the Code; and

-- the Company has not received a meaningful approach from any third party since commencement of the Offer Period to 28 July 2016, being the last Business Day prior to the date of this announcement.

   6.     Conclusion and recommendation of the Source BioScience Directors

The Board recognises that the Offer may not fully recognise the potential shareholder value which may, or may not, be generated in the longer term. The Board also recognises such value may not be realised given the uncertainties and risks inherent in the Company's strategy, potential risks to further funding if the Offer is not accepted by voting in favour of the Scheme and the lack of any meaningful approach from any third party since the commencement of the Offer Period to 28 July 2016, being the last Business Day prior to the date of this announcement.

As such, the Offer gives Shareholders the opportunity to either realise their investment in Source BioScience in cash, should they wish to exit, or to maintain an indirect investment in the Company by electing to receive the Unlisted Securities Alternative.

Therefore, the Source BioScience Directors recommend that Shareholders accept the Offer by voting to approve the Scheme, as each member of the Board intends to do in respect of their own beneficial shareholdings amounting, in aggregate, to 4,278,557 Scheme Shares, representing 1.22 per cent. of the existing issued ordinary share capital of Source BioScience.

The Unlisted Securities Alternative

Investment in Sherwood by way of election for the Unlisted Securities Alternative would involve a number of significant risks as set out in paragraph 3.3 above and to be set out in full in the Scheme Document, including, but not limited, to:

-- unlike Source BioScience Shares, Sherwood Share Units will not be listed or traded on the Main Market or any other regulated exchange or market;

-- the issuer of Sherwood Share Units will not be subject to the Listing Rules, the Code or the UK Corporate Governance Code or any similar rules or regulations applying to companies with securities admitted to or traded on a regulated market or exchange;

   --      the Enlarged Group will be controlled by the Harwood Funds and the Continental Clients;

-- further issues of shares in Sherwood may be necessary and may have a dilutive effect on Sherwood Shareholders;

-- Sherwood Shares are subject to drag-along rights and holders of Sherwood Shares may therefore be required to sell their Sherwood Shares at any time. Any proceeds payable to holders of Sherwood Shares in connection with any such disposal may also be subject to retention;

-- Sherwood Shares are subject to restrictions on transfer which may reduce the likelihood of a third party offering to purchase Sherwood Shares and therefore holders of Sherwood Shares may not be able to readily crystallise any increase in the value of their investment; and

-- no dividends or other distributions are currently contemplated in respect of the Sherwood Shares.

Given these risks, and having been so advised by N+1 Singer, the Board recommends that Scheme Shareholders do not elect for the Unlisted Securities Alternative unless they are fully cognisant of, and are prepared to accept, these risks and other investment considerations. In any event, Scheme Shareholders are advised to consider, in light of their own investment objectives and having taken independent advice appropriate to their own financial circumstances, whether they wish to elect for the Unlisted Securities Alternative in respect of all or any of their Scheme Shares. In providing advice to the Board, N+1 Singer has taken into account the commercial assessments of the Board.

Further information regarding the Unlisted Securities Alternative is set out in paragraph 3 above.

Source BioScience Directors who currently hold Scheme Shares, having taken into account the investment risks referred to above and their own personal circumstances, intend to elect for Sherwood Share Units in respect of their holdings of, in aggregate, 1,803,557 Source BioScience Shares.

The Scheme Document, which it is currently expected will be posted to Source BioScience Shareholders on or around 17 August 2016, will contain, inter alia, details of the Scheme and notices of the Meetings.

   7.     Letter of intent and irrevocable undertakings

Continental and Harwood Capital, for the benefit of Sherwood, have received a letter of intent to vote (or procure the vote) in favour of the resolutions to be proposed at the Meetings (or, in the event that the Offer is implemented by way of a Takeover Offer, to accept, or procure the acceptance of such offer) from Alphagen Capital Limited (a subsidiary of Henderson Group plc) in its capacity as discretionary investment manager of funds which, as at the date of this document, hold, in aggregate, 71,574,319 Ordinary Shares, representing approximately 20.49 per cent. of Source BioScience's existing issued share capital.

The Source BioScience Directors who beneficially hold Source BioScience Shares as at the date of this announcement, namely, Dr Nick Ash, Dr Nick Leaves and Mr Laurie Turnbull, have irrevocably undertaken to vote (or procure the vote) in favour of the resolutions to be proposed at the Meetings (or, in the event that the Offer is implemented by way of a Takeover Offer, to accept, or procure the acceptance of such an offer) in respect of their entire beneficial holdings of Source BioScience Shares, amounting, in aggregate, to 4,278,557 Source BioScience Shares, representing approximately 1.22 per cent. of the existing issued ordinary share capital of Source BioScience. In addition, such Source BioScience Directors have irrevocably undertaken to elect for, in aggregate, 1,803,557 Sherwood Share Units in respect of their holdings of Source BioScience Shares.

In addition, pursuant to the terms of the Subscription and Transfer Agreement and associated irrevocable undertakings, and subject to the Scheme becoming Effective, the Existing Continental Investors and the Existing Harwood Investors have irrevocably agreed to elect to receive up to, in aggregate, 25,457,490 and 40,833,333 Sherwood Share Units respectively, pursuant to the Unlisted Securities Alternative under the Scheme, in respect of their existing holdings of Source BioScience Shares. Furthermore, the Existing Continental Investors and the Existing Harwood Investors have irrevocably undertaken to vote (or procure the vote) in favour of the resolutions to be proposed at the General Meeting in respect of their entire existing holdings of Source BioScience Shares, amounting, in aggregate, to 107,957,490 Source BioScience Shares, representing approximately 30.91 per cent. of the existing issued ordinary share capital of Source BioScience.

No Voting Scheme Shareholder who has entered into a letter of intent or an irrevocable undertaking with Sherwood is acting in concert with Sherwood.

Further details of the letter of intent and irrevocable undertakings received by Sherwood (including the circumstances in which the irrevocable undertakings will cease to remain binding) are set out in Appendix III to this announcement.

A copy of the letter of intent and irrevocable undertakings will be put on display on Source BioScience's and Continental's websites (www.sourcebioscience.com and www.continentalip.ch) from 12 noon on 1 August 2016 until the Effective Date or, if applicable, the date on which the Proposals lapse.

   8.     Information relating to the Source BioScience Group

Incorporated on 14 November 1903, Source BioScience provides state of the art laboratory services and products to the healthcare and clinical, life and applied sciences and biopharma industries, operating ten state of the art facilities in five countries and with customers in over 50 countries worldwide. The Source BioScience Group offers a complementary portfolio of laboratory services and products that share common technologies, laboratory processes, infrastructure and expertise. These include diagnostics, DNA sequencing and genomics, analytical and regulated services, clinical products, life science research reagents and a controlled environment for a comprehensive range of applications.

In its latest full financial year to 31 December 2015, the Source BioScience Group achieved total revenue of GBP26.30 million (2014: GBP25.18 million) and profit before tax of GBP1.98 million (2014: GBP1.42 million). As at 31 December 2015, total assets were GBP48.41 million (2014: GBP38.17 million) with net assets of GBP31.80 million (2014: GBP25.45 million) and net debt of GBP3.71 million (2014: GBP4.28 million).

The total number of Source BioScience Shares in issue as at the date of this announcement is 349,292,449 and there are approximately 4,080 registered shareholders. The market capitalisation of Source BioScience, based on the mid-market price of a Source BioScience Share of 17.625 pence as at the close of business on 28 July 2016 (being the last Business Day prior to this announcement) was approximately GBP61.56 million.

Current trading and prospects

As noted in the Company's AGM statement, the financial year ended 31 December 2015 was the tenth successive year of improvement and represented a record performance, demonstrated by the key financial indicators of operating profit and EBITDA. As also noted in the AGM statement, the momentum created during 2015 has continued into 2016 and trading for the early part of 2016 continues to build on the robust operational performance of the Source BioScience Group.

Further financial and other information on Source BioScience will be set out in the Scheme Document.

9. Information relating to Sherwood, Continental, the Continental Clients, Harwood Capital and the Harwood Funds

   9.1     Sherwood

Sherwood is a private company incorporated in England and Wales with limited liability on 8 July 2016 under the registration number 10269474. It was established by Continental and Harwood Capital (on behalf of the Continental Clients and the Harwood Funds) specifically for the purpose of making the Offer and implementing the Proposals.

The current issued share capital of Sherwood comprises two Sherwood Shares, which are held equally by each of HPE IV and Protea. Sherwood is to be funded for the purposes of the Offer by the Subscription and Transfer Agreement and the NASCIT Loan Agreement details of which are provided in section 11 below.

Sherwood has not traded since its date of incorporation, has paid no dividends and has not entered into any obligations other than in connection with the Offer and the financing of the Offer. The directors of Sherwood are Mr Marco Fumagalli and Mr Carlo Sgarbi, appointees of Continental and Mr Christopher Mills and Mr James Agnew, appointees of Harwood Capital. Sherwood does not currently have any subsidiaries or subsidiary undertakings. Further information concerning Sherwood will be set out in the Scheme Document.

Following implementation of the Proposals, Sherwood will be owned by the Continental Clients, the Harwood Funds and those Scheme Shareholders who have validly elected for the Unlisted Securities Alternative.

   9.2     Continental Investment Partners S.A.

Continental is a private company incorporated in Switzerland with limited liability on 4 July 2013 and has been an affiliated Organismo di Autodisciplina dei Fiduciari del Canton Ticino since 23 May 2014. Continental acts as an investment adviser to its clients and is focused on private and public equity, real estate and bond liquidity strategies. Continental is registered in Canton Ticino with registered number CHE 147 303 365 and its registered office is at Via Frasca 5, 6900, Lugano (CH). Continental advises, amongst others, Protea Capital S.A., Spartan Fund Ltd. (SAC) and Ottotto Srl.

   9.3     The Continental Clients

The Existing Continental Investors currently hold, in aggregate, 25,457,490 Source BioScience Shares, representing approximately 7.29 per cent. of the existing issued share capital of Source BioScience, as set out below:

 
 Shareholder       Source BioScience Shares held 
--------------   -------------------------------- 
                         Number             % 
 Spartan Fund          21,927,490          6.28 
 Ottotto               3,530,000           1.01 
 Total                 25,457,490          7.29 
                 ---------------------  ---------

Brief descriptions of the specific Continental Clients that are investing in Sherwood are set out below:

Spartan Fund

Spartan Fund is an open-ended International Business Company incorporated under the laws of the Commonwealth of The Bahamas on 29 June 2015 with registered number B174523, having its registered office at Equity Trust House, Caves Village, West Bay Street, Nassau, The Bahamas. The Spartan Fund is registered as a segregated accounts company under the Segregated Accounts Companies Act 2004 and is licensed as a Professional Fund under the Bahamas Investment Funds Act 2003 and The Bahamas Investment Funds Regulations. Its investment objective is to provide professional investors with an opportunity to seek capital appreciation by investing in a variety of securities.

Ottotto

Ottotto is a private holding company, incorporated in Italy on 23 September 2009, with VAT Code 06746660965 and registration number MI - 1912234, whose registered office is at Via Domenico Trentacoste 9, Milano, 20134. Ottotto is active in making investments in both public and private companies and in real estate. It is the private, wholly owned, investment vehicle of an Italian high net worth individual.

Protea

Protea is a private company incorporated in Luxembourg on 10 February 2015 and has not traded since its date of incorporation. Its registered office is at 63 Rue du Fossé, L-4123 Esch-Sur-Alzette, Luxembourg and its registration number is B194938. The three directors of Protea are Messrs Fumagalli and Sgarbi, the Managing Partners of Continental, and Mrs Valeria Giraldin (Continental's Administration and Office Manager) and its current issued share capital is held equally by Messrs Fumagalli and Sgarbi.

   9.4     Harwood Capital LLP

Harwood Capital is a UK limited liability partnership authorised to conduct investment business by the FCA since 23 September 2003. Its principal activity is the provision of discretionary investment management and advisory services. The funds it manages and/or advises typically take an active interest in the running of the companies that they invest in with the aim of adding significant value by changing or improving various aspects of the investee company's business. As at 31 March 2016, the Harwood Capital Management Group had approximately GBP1,473 million in funds under management (including advisory clients), and GBP3,173 million of funds under management, advice and influence.

   9.5     The Harwood Funds

The Existing Harwood Investors currently hold, in aggregate, 82,500,000 Source BioScience Shares, representing approximately 23.62 per cent. of the existing issued share capital of Source BioScience, as set out below:

 
 Shareholder      Source BioScience Shares held 
-------------   -------------------------------- 
                       Number              % 
 NASCIT              32,500,000          9.30 
 Oryx                50,000,000          14.31 
 Total               82,500,000          23.62 
                --------------------  ----------

Brief descriptions of the specific Harwood Funds that are investing in Sherwood are set out below:

North Atlantic Smaller Companies Investment Trust Plc

NASCIT is a UK investment trust listed on the Main Market of the London Stock Exchange and a member of the Association of Investment Companies. Its objective is to provide capital appreciation through investment in a portfolio of smaller companies principally based in countries bordering the North Atlantic Ocean. It invests in both listed and unlisted companies. Mr Mills has been a director of NASCIT since 1984 and is currently its Chief Executive and investment manager. He is its largest shareholder being interested in approximately 25.06 per cent. of its issued ordinary share capital. Until August 2014, the joint managers of NASCIT were Mr Mills (through Growth Financial Services Limited of which he is a director) and Harwood Capital. Following the implementation of the Alternative Investment Fund Managers Directive in July 2014, NASCIT became a small registered Alternative Investment Fund Manager with effect from 26 August 2014, such that it now deals with investment decisions internally. Mr Mills, as Chief Executive, has control of investment decisions in relation to NASCIT's investment portfolio subject to oversight by the board of NASCIT.

Oryx International Growth Fund Limited

Oryx is a closed-ended investment company incorporated in Guernsey and listed on the Main Market of the London Stock Exchange. It invests in small and mid-size quoted companies in the United Kingdom and the United States. Mr Mills is a director and investment manager of Oryx, and Harwood Capital is Oryx's manager and investment adviser. As at the date of this announcement, Mr Mills (2.18 per cent.) and NASCIT (47.05 per cent.) were interested, in aggregate, in 49.23 per cent. of the issued ordinary share capital of Oryx.

Harwood Private Equity IV L.P.

HPE IV is an English limited partnership incorporated on 9 October 2014 under registration number LP016260. The fund's commencement date was 12 June 2015 and it has total committed capital of GBP152.5 million. Harwood Capital is the investment manager and the fund's objective is to generate high absolute returns from investing in a portfolio of unquoted small and medium sized companies across a range of sectors principally in the United Kingdom. It focuses on leveraged buyouts and similar transactions including public-to-private investments. NASCIT has committed GBP40.0 million to the fund representing approximately 26.2 per cent. of the total commitments.

   10.   Financing of the Proposals

Strand Hanson, financial adviser to Sherwood, is satisfied that sufficient financial resources are available to Sherwood to enable it to implement the Offer in full. Assuming that the Cash Consideration is payable to all Scheme Shareholders (save for those Scheme Shareholders who have irrevocably undertaken to elect for the Unlisted Securities Alternative pursuant to the terms of the Scheme), full implementation of the Offer would require a maximum cash payment of approximately GBP50.62 million by Sherwood which will be funded entirely out of Sherwood's cash resources made available by way of an unsecured loan of up to GBP15 million from NASCIT for a fixed term of 120 days and callable on one month's notice thereafter (unless repaid earlier with the consent of Strand Hanson) and with an interest rate of 5 per cent. per annum and subscriptions for Sherwood Share Units by certain of the Continental Clients and certain of the Harwood Funds pursuant to the Subscription and Transfer Agreement details of which are provided in section 11 below.

There is no requirement for any funding from third party providers of finance to the Sherwood Group.

   11.   Subscription and Transfer Agreement

Pursuant to the Subscription and Transfer Agreement, HPE IV and Protea have agreed, inter alia, that they will subscribe for, up to 91,244,446 and up to 106,620,289 Sherwood Share Units respectively at a price of 18 pence per unit. In addition, Harwood Capital and Continental have agreed that certain of the other Harwood Funds and Continental Clients will irrevocably elect to receive, up to in aggregate, 40,833,333 and 25,457,490 Sherwood Share Units pursuant to the Unlisted Securities Alternative under the Scheme. Such subscriptions and elections, alongside the GBP15 million loan facility from NASCIT (further details of which are set out above) will ensure that Sherwood has the amount required to satisfy the maximum aggregate Cash Consideration payable in accordance with the Scheme. The obligations to subscribe and elect for Sherwood Share Units is conditional upon the Scheme becoming Effective. The subscription monies shall be made available no later than seven calendar days after the date on which the Scheme becomes Effective. The Source BioScience Directors who are currently interested, in aggregate, in 4,278,557 Source BioScience Shares have separately irrevocably undertaken to elect for 1,803,557 Sherwood Share Units in respect of their holdings of Source BioScience Shares.

The Sherwood PIK Loan Notes have been constituted by the Sherwood PIK Loan Note Instrument. The notes are unsecured and carry a coupon of 10 per cent. per annum which will be satisfied by the issue of additional notes having a nominal value equivalent to the amount of interest payable. The transfer of any PIK Loan Notes shall be subject to the transfer provisions in the Articles of Association of Sherwood.

   12.   Source BioScience Share Option Schemes

Participants in the Source BioScience Share Option Schemes will be contacted regarding the effect of the Scheme on their rights under the Source BioScience Share Option Schemes and appropriate proposals will be made to such participants in due course.

   13.   Permitted Offer-related arrangements

On 14 June 2016, Source BioScience, Continental and Harwood Capital entered into a confidentiality agreement relating to the proposed Offer, pursuant to which Continental and Harwood Capital agreed to keep confidential certain information supplied by Source BioScience for the purposes of considering the proposed Offer.

   14.   Structure and implementation of the Proposals

Process

It is intended that the Offer and the Unlisted Securities Alternative will be implemented by means of a Court-sanctioned scheme of arrangement between Source BioScience and its shareholders under Part 26 of the Companies Act 2006, the provisions of which will be set out in full in the Scheme Document. The purpose of the Scheme, together with the proposed changes to Source BioScience's Articles, is to provide for Sherwood (and/or its nominee(s)) to become the owner(s) of the entire issued ordinary share capital of Source BioScience in issue when the Scheme becomes Effective. This is to be achieved by the transfer of the Scheme Shares to Sherwood. In consideration for this transfer, the holders of Scheme Shares will be entitled to receive the Cash Consideration on the basis set out in section 2 above and to elect for the Unlisted Securities Alternative on the basis set out in section 3 above.

The implementation of the Proposals will be subject to the satisfaction or waiver of each of the Conditions and the further terms to be set out in the Scheme Document and the Form of Election. In particular, the Scheme will require the approval of Voting Scheme Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number of those Voting Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting representing 75 per cent. or more in value of all Scheme Shares voted. The Existing Continental Investors and the Existing Harwood Investors are not Voting Scheme Shareholders but will provide letters of confirmation that they approve and agree to be bound by the Scheme in order to avoid the need for separate meetings to be held to obtain their approval. Implementation of the Proposals will also require the passing of the Special Resolutions to deal with certain ancillary matters which will require the approval of Source BioScience Shareholders representing at least 75 per cent. of the votes cast at the General Meeting.

Following the Meetings, the Scheme will become Effective following sanction by the Court and delivery of the Scheme Court Order to the Registrar of Companies. Any Source BioScience Shareholder is entitled to attend the Scheme Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme.

Upon the Scheme becoming Effective, it will be binding on all holders of Scheme Shares, irrespective of whether or not, being entitled to do so, they attended or voted at the Court Meeting and/or the General Meeting and share certificates in respect of Source BioScience Shares will cease to be valid and should be destroyed. In addition, entitlements to Source BioScience Shares held within the CREST system will be cancelled upon, or shortly after, the Scheme becomes Effective.

The Scheme will contain a provision for Sherwood to consent, on behalf of all persons concerned, to any modification of, or addition to, the Scheme or to any condition that the Court may approve or impose.

As part of the implementation of the Proposals, it is anticipated that application will be made to the UKLA for the cancellation of the listing of Source BioScience Shares on the premium segment of the Official List and to the London Stock Exchange for the cancellation of trading of Source BioScience Shares on the Main Market, in each case to take effect from or shortly after the Effective Date and that Source BioScience will be re-registered as a private limited company, as detailed in section 16 below.

Anticipated timetable

Source BioScience currently anticipates that:

(a) it will despatch the Scheme Document, together with the Forms of Proxy and Form of Election, to Source BioScience Shareholders and, for information only, to the holders of Options granted under the Source BioScience Share Option Schemes on or around 17 August 2016, but in any event within the next 28 days (or such later date as may be agreed with the Panel);

   (b)   the Court Meeting and General Meeting will take place on or around 9 September 2016; and

(c) subject to the Scheme becoming unconditional and Effective in accordance with its terms, the Proposals are expected to become Effective shortly thereafter, with the consideration being payable to Source BioScience Shareholders under the Proposals no later than 14 days after the Effective Date.

The timing of events which relate to the implementation of the Proposals is, however, subject to the approval of the Court and is therefore subject to change. A full anticipated timetable will be set out in the Scheme Document.

If the Proposals do not become effective by the Termination Date, the Proposals will lapse except where the approval of Voting Scheme Shareholders at the Court Meeting and Source BioScience Shareholders at the General Meeting is obtained before this date, in which case the longstop date for the Proposals may be extended to such later date as Sherwood and Source BioScience may agree and, if appropriate, the Court may approve.

   15.   Source BioScience's Directors, management, employees and locations

The Sherwood Directors believe that the Offer, if successfully completed, will provide a stable and well capitalised future for Source BioScience. The Sherwood Directors have not sought to create a new strategic plan for the Source BioScience Group and instead intend to support Source BioScience's management in continuing to develop and execute management's existing medium term strategy for the Source BioScience Group.

Save for simplifying the UK corporate structure, the Sherwood Directors currently have no intention to change Source BioScience's principal business locations or to redeploy Source BioScience's fixed asset base. The Sherwood Directors have given assurances to the Source BioScience Board that, following the Effective Date, the existing rights and terms and conditions of employment, including pension obligations, of the management and employees of Source BioScience and its subsidiaries will be fully safeguarded.

There are no agreements or arrangements between Sherwood and the management or employees of Source BioScience in relation to their on-going involvement in the business and the Offer will not be conditional on reaching agreement with such persons. It has been agreed that the appointments of the three non-executive directors of Source BioScience, being Mr Laurie Turnbull, Mrs Pam Liversidge OBE and Mr Tim Jackson-Smith, will terminate with effect from the Effective Date. They will each receive remuneration in line with the termination provisions of their respective letters of appointment by way of compensation.

Save as referred to above, the Sherwood Directors do not currently have any plans to make any other material changes either to the continued employment or the terms and conditions of employment of the management and employees of the Source BioScience Group. Accordingly, the Source BioScience Directors believe that the prospects of the employees of Source BioScience will not be adversely affected by the implementation of the Scheme.

Sherwood has not entered into, and is not in discussions on proposals to enter into, any form of incentivisation arrangements with members of Source BioScience's management who are interested in Source BioScience Shares and has no current plans to do so. Following the Scheme becoming Effective, Sherwood may put in place incentive arrangements for certain members of the Source BioScience management team. No proposals have been made on the terms of any incentive arrangements for relevant managers.

Following the Scheme becoming Effective, Sherwood may, in the future, invite the Chief Executive Officer or one of the other executive directors of Source BioScience to join the board of Sherwood, however no proposals have been made on the terms of any such potential appointment.

16. Cancellation of listing and admission to trading on the Main Market and re--registration of Source BioScience as a private company

Prior to the Scheme becoming Effective, Source BioScience will make an application to the UKLA for the cancellation of the listing of Source BioScience Shares on the premium segment of the Official List and to the London Stock Exchange for the cancellation of trading of Source BioScience Shares on the Main Market, in each case to take effect from or shortly after the Effective Date.

On the Effective Date, share certificates in respect of Source BioScience Shares will cease to be valid and should be destroyed. Entitlements to Source BioScience Shares held within the CREST system will be cancelled upon, or shortly after, the Scheme becomes Effective.

It is also intended that, immediately following the Scheme becoming Effective, and after the shares in the capital of Source BioScience have been de-listed, Source BioScience will be re--registered as a private limited company.

   17.   Overseas shareholders

Source BioScience Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the United Kingdom should consult their independent professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to participate in the Scheme and/or the Unlisted Securities Alternative. If a Source BioScience Shareholder is in any doubt as to his or her eligibility to participate in the Scheme and/or the Unlisted Securities Alternative, he/she should contact his/her independent professional adviser immediately.

The availability of the Scheme and/or the Unlisted Securities Alternative to persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. It is the responsibility of each of the Source BioScience Shareholders who are not resident in the United Kingdom to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental exchange control or other consents which may be required or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. Any failure to comply with such applicable requirements may constitute a violation of the securities laws of any such jurisdictions.

Sherwood Share Units have not been, and will not be, registered under the US Securities Act or under the securities laws of any state in the United States. The Unlisted Securities Alternative is not being made available to Scheme Shareholders who are Restricted Overseas Shareholders (which includes US Persons). Accordingly, Scheme Shareholders who are Restricted Overseas Shareholders (which includes US Persons) shall receive cash notwithstanding any election made by them for the Unlisted Securities Alternative, and there shall be no issuance of Sherwood Share Units to such Scheme Shareholders.

Where Sherwood believes that an election for the Unlisted Securities Alternative by any Scheme Shareholder may infringe applicable legal or regulatory requirements, or may result in a requirement for a registration under the US Securities Act, US Exchange Act or any other securities laws in the United States, or the securities laws of any other Restricted Jurisdiction, Sherwood will have the right to deem that such Scheme Shareholder has not validly elected for the Unlisted Securities Alternative and such Scheme Shareholder will instead receive Cash Consideration in respect of the Scheme Shares which are subject to such an election in accordance with the terms of the Scheme.

This announcement has been prepared for the purposes of complying with English law, the Code and the Listing Rules and the information disclosed may be different from that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England including Section 14(a) of the US Exchange Act.

   18.   Disclosure of interests in Source BioScience

Save for a total of 107,957,490 Source BioScience Shares held by the Existing Continental Investors and the Existing Harwood Investors which represent, in aggregate, approximately 30.91 per cent. of Source BioScience's issued ordinary share capital (as set out in section 9 above) and the letter of intent and irrevocable undertakings referred to in section 7 above, as at the close of business on 28 July 2016, the latest practicable Business Day prior to this announcement, neither Sherwood, Continental or Harwood Capital nor any of the directors or members (as applicable) of Sherwood, Continental or Harwood Capital, nor so far as the directors or members (as applicable) of Sherwood, Continental and Harwood Capital are aware, any person acting, or deemed to be acting, in concert with Sherwood for the purposes of the Offer has:

(a) any interest in, or right to subscribe for, any relevant securities of the Source BioScience Group;

(b) any short positions in respect of any securities of the Source BioScience Group (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 the Source BioScience Group;

(c) borrowed or lent any relevant Source BioScience Group securities (save for any borrowed shares which have been either on-lent or sold);

(d) procured an irrevocable commitment or letter of intent to vote in favour of the Scheme or accept a Takeover Offer in respect of any relevant Source BioScience Group securities; or

   (e)   any arrangement in relation to any relevant Source BioScience Group securities.

For these purposes, "arrangement" also includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant Source BioScience Group securities which is, or may be, an inducement to deal or refrain from dealing in such securities.

   19.   General

Sherwood reserves the right to elect to implement the acquisition of the Source BioScience Shares by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer would be made on a cash only basis (with the consent of the Panel) but otherwise on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as Sherwood may decide).

The Scheme Document is currently intended to be posted to Source BioScience Shareholders on or around 17 August 2016 and in any event within 28 days of the date of this announcement, unless otherwise agreed with the Panel.

The Scheme will be made on the terms and subject to the Conditions set out in Appendix I to this announcement and to be set out in the Scheme Document and the Form of Election. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the full expected timetable and will be accompanied by Forms of Proxy for the Meetings and a Form of Election for the Unlisted Securities Alternative. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

In deciding whether or not to vote in favour of the Scheme in respect of their Source BioScience Shares, Voting Scheme Shareholders should rely on the information contained in, and follow the procedures described in, the Scheme Document, the Forms of Proxy and the Form of Election.

   20.   Documents on display

Copies of the following documents will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Source BioScience's and Continental's websites at www.source bioscience.com and www.continentalip.ch respectively by no later than 12 noon (London time) on 1 August 2016 until the end of the Offer Period:

   --      this announcement;

-- the letter of intent and irrevocable undertakings referred to in section 7 above and summarised in Appendix III to this announcement;

-- the confidentiality agreement entered into between Continental, Harwood Capital and Source Bioscience, dated 14 June 2016;

-- the Subscription and Transfer Agreement and Loan Agreement referred to in section 11 above; and

   --      the Sherwood PIK Loan Note Instrument referred to in section 11 above.

Enquiries:

 
 Sherwood Holdings Limited           Tel: +41 (0) 91 225 
  Marco Fumagalli, Director           25 60 
  Christopher Mills, Director 
 Strand Hanson Limited               Tel: +44 (0) 207 
  (Financial Adviser to Sherwood,     409 3494 
  Continental and Harwood Capital) 
  Stuart Faulkner 
  Matthew Chandler 
  James Dance 
 Source BioScience plc               Tel: +44 (0) 115 
  Laurie Turnbull, Chairman           973 9010 
  Dr Nick Ash, CEO 
 Nplus1 Singer Advisory LLP          Tel: +44 (0) 207 
  (Financial Adviser and Broker       496 3000 
  to Source BioScience) 
  Nic Hellyer 
  James White

Cautionary Note Regarding Forward Looking Statements

Disclosure Requirements of the Code

Information Relating to Source BioScience Shareholders

Rounding

Rule 2.10 Disclosure

Publication on Websites

Appendix I

CONDITIONS AND CERTAIN FURTHER TERMS TO THE IMPLEMENTATION OF

THE SCHEME AND THE PROPOSALS

The Proposals will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Code, by not later than the Termination Date or such later date, if any, as Sherwood and Source BioScience may with the consent of the Panel agree and (if required) the Court may allow.

Part A: Conditions to the Scheme

   1.         The Scheme will be conditional upon:

(a) approval of the Scheme by a majority in number of the Voting Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting) representing not less than 75 per cent. in value of the Scheme Shares held by such holders;

(b) all resolutions required to implement the Scheme (including, without limitation, to amend Source BioScience's articles of association) and set out in the notice of the General Meeting being duly passed by the requisite majority at the General Meeting (or at any adjournment of such meeting) and not being subsequently revoked;

(c) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Source BioScience and Sherwood); and

(d) an office copy of the Scheme Court Order sanctioning the Scheme being delivered to the Registrar of Companies.

Part B: Conditions to the Proposals

2. Subject to Part C below, the Proposals will also be conditional upon the following matters, and, accordingly, the Scheme Court Order will not be delivered to the Registrar of Companies unless such Conditions (as amended as appropriate) have been satisfied (where capable of satisfaction) or waived:

(a) all notifications and filings which are necessary by Sherwood having been made in connection with the Proposals, 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 jurisdiction having been complied with and all Authorisations which in each case are necessary by Sherwood for or in respect of the Offer, its implementation or any acquisition of any shares in, or control of, Source BioScience or any member of the Wider Source BioScience Group by any member of the Wider Sherwood Group having been obtained on terms and in a form reasonably satisfactory to Sherwood from all Relevant Authorities or persons with whom any member of the Wider Source BioScience 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 Source BioScience 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 Source BioScience Group, remaining in full force and effect at the time when the Scheme becomes Effective 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 Scheme becoming Effective;

(b) 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 Source BioScience Group or the Wider Sherwood Group, as the case may be, when taken as a whole:

(i) make the Proposals, their implementation or the acquisition or proposed acquisition of any shares or other securities in, or control over, Source BioScience or any member of the Wider Source BioScience Group by Sherwood or any member of the Wider Sherwood 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 Proposals or such proposed acquisition in any case in a manner which is material in the context of the Wider Source BioScience 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 Sherwood Group to dispose of all or some of its Source BioScience Shares or restrict the ability of any member of the Wider Sherwood Group to exercise voting rights in respect of some or all of such Source BioScience Shares);

(ii) require, prevent or materially delay a divestiture by any member of the Wider Sherwood Group of any shares or other securities in Source BioScience;

(iii) impose any limitation on, or result in a delay in, the ability of Sherwood or Source BioScience or any member of the Wider Sherwood 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 Source BioScience Group or voting rights or management control over any member of the Wider Source BioScience Group;

(iv) require, prevent or delay a divestiture by any member of the Wider Sherwood Group or the Wider Source BioScience 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;

(v) result in any member of the Wider Source BioScience Group or the Wider Sherwood Group ceasing to be able to carry on their business under any name under which it presently does so;

(vi) impose any material limitation on the ability of any member of the Wider Sherwood Group or of the Wider Source BioScience 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 Sherwood Group or of the Wider Source BioScience Group;

(vii) otherwise affect any or all of the businesses, assets, prospects or profits of any member of the Wider Sherwood Group or any member of the Wider Source BioScience Group in a manner which is material and adverse to the relevant group taken as a whole; or

(viii) except pursuant to Chapter 3 of Part 28 of the Companies Act 2006, require any member of the Wider Source BioScience Group or the Wider Sherwood Group to offer to acquire any shares or other securities owned by any third party in any member of the Wider Source BioScience Group by any third party;

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;

(c) except as Fairly Disclosed there being no provision of any Authorisation or other instrument to which any member of the Wider Source BioScience 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 to as a consequence of the Proposals or of the proposed acquisition by Sherwood of any shares or other securities in, or control of, Source BioScience, result, in any case to an extent which is material in the context of the Source BioScience Group taken as a whole, in:

(i) any assets or interests of any member of the Wider Source BioScience 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 Source BioScience Group, other than in the ordinary course of business;

(ii) any monies borrowed by or other indebtedness or material liabilities (actual or contingent) of, or any grant available to, any member of the Wider Source BioScience 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 Source BioScience Group to incur any indebtedness becoming or being capable of being or becoming withdrawn or prohibited;

(iii) any such arrangement, agreement, authorisation, lease, licence, consent, permit, franchise 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;

(iv) the business or interests of any member of the Wider Source BioScience 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;

(v) the value of or the financial or trading position or prospects of any member of the Wider Source BioScience Group being prejudiced or adversely affected;

(vi) the creation of any liability (actual or contingent) by any member of the Wider Source BioScience Group other than in the ordinary course of business;

(vii) any liability of any member of the Wider Source BioScience Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

(viii) 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 Source BioScience Group or any such mortgage, charge or security (whenever arising or having arisen) becoming enforceable; or

(ix) any member of the Wider Source BioScience Group ceasing to be able to carry on business under any name under which it currently does so,

and no event having occurred which, under any provision of any Authorisation or other instrument to which any member of the Wider Source BioScience Group is a party, or by or to which any such member, or any of its assets, is bound, or subject, could result, in any case to an extent which is material and adverse in the context of the Wider Source BioScience Group taken as a whole, in any of the events or circumstances as are referred to in items (i) to (ix) inclusive of this paragraph;

   (d)          since 31 December 2015 and except as Fairly Disclosed:

(i) no enquiry or investigation by or complaint or reference to any Relevant Authority against or in respect of any member of the Wider Source BioScience Group or no criminal proceedings, litigation, arbitration proceedings, mediation proceedings, prosecution or other legal proceedings to which any member of the Wider Source BioScience Group is or may become a party (whether as plaintiff, defendant or otherwise) having been instituted or threatened or remaining outstanding against or in respect of any member of the Wider Source BioScience Group which in any case is material in the context of the Wider Source BioScience Group taken as a whole;

(ii) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits of any member of the Wider Source BioScience Group which in any case is material in the context of the Wider Source BioScience Group taken as a whole;

(iii) no contingent or other liability having arisen, become apparent or increased which in any case is material in the context of the Wider Source BioScience Group taken as a whole; and

(iv) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Source BioScience Group, which is necessary for the proper carrying on of its business;

(e) since 31 December 2015 and except as Fairly Disclosed, neither Source BioScience nor any other member of the Wider Source BioScience Group having:

(i) issued or agreed to issue or authorised 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 Source BioScience Shares out of treasury (save as between Source BioScience and any member of the Wider Source BioScience Group or between any members of the Wider Source BioScience Group and save for the issue of Source BioScience Shares pursuant to the entitlements of participants under the Source BioScience Share Option Schemes);

(ii) 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 2(e)(i) above;

(iii) recommended, declared, paid or made any dividend, bonus or other distribution whether payable in cash or otherwise, other than to Source BioScience or a wholly-owned subsidiary of Source BioScience;

(iv) save for any transaction between Source BioScience and any member of the Wider Source BioScience Group or between any members of the Wider Source BioScience 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 Source BioScience Group taken as a whole;

(v) save for any transaction between Source BioScience and any member of the Wider Source BioScience Group or between any members of the Wider Source BioScience 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 Source BioScience Group taken as a whole;

(vi) 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 or could involve an obligation of a nature and magnitude which is material in the context of the Wider Source BioScience Group taken as a whole or is likely to materially restrict the scope of the existing business of any member of the Wider Source BioScience Group other than to a nature and extent which is normal in the context of the business concerned;

(vii) save for any transaction between Source BioScience and any member of the Wider Source BioScience Group or between any members of the Wider Source BioScience Group, entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement (other than the Scheme) in relation to itself or another member of the Wider Source BioScience Group otherwise than in the ordinary course of business which in any case is material in the context of the Source BioScience Group taken as a whole;

(viii) otherwise than in the ordinary course of business, waived or compromised any claim which is material in the context of the Wider Source BioScience Group taken as a whole;

(ix) 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 Source BioScience Group taken as a whole;

(x) 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;

(xi) 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 Source BioScience Group taken as a whole;

(xii) save for any transaction between Source BioScience and any member of the Wider Source BioScience Group or between any members of the Wider Source BioScience Group made or authorised any change in its loan capital which is material in the context of the Wider Source BioScience Group taken as a whole;

(xiii) save in respect of the resignation of the non-executive Source BioScience Directors with effect from the Effective Date, 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 Source BioScience or any of the directors or senior executives of any other member of the Wider Source BioScience Group;

(xiv) 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 Source BioScience Group which in any case is material in the context of the Wider Source BioScience Group taken as a whole;

(xv) save as envisaged in the Proposals, made any alteration to its articles of association or other incorporation or constitutional documents which is material in the context of the Offer; or

(xvi) 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 (e);

   (f)           Sherwood not having discovered that, except as Fairly Disclosed:

(i) any financial, business or other information concerning the Wider Source BioScience Group disclosed publicly or disclosed to any member of the Wider Sherwood Group by any member of the Wider Source BioScience Group at any time 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 announcement of the Proposals either by public disclosure through a Regulatory Information Service or by a written disclosure to the Wider Sherwood Group and which is material in the context of the Wider Source BioScience Group taken as a whole;

(ii) any member of the Wider Source BioScience Group is subject to any liability otherwise than in the ordinary course of business, contingent or otherwise, which is material in the context of the Source BioScience Group taken as a whole;

(iii) any information which affects the import of any information disclosed to any member of the Sherwood Group at any time by or on behalf of any member of the Wider Source BioScience Group which is material in the context of the Source BioScience Group taken as a whole;

(iv) any member of the Wider Source BioScience 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 Source BioScience Group which in any case is material in the context of the Wider Sherwood Group taken as a whole;

(v) 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 Source BioScience Group which in any case is material in the context of the Wider Sherwood Group taken as a whole;

(vi) 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 Source BioScience 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 Sherwood Group taken as a whole; or

(vii) 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 Source BioScience Group which in any case is material in the context of the Wider Sherwood Group taken as a whole; and

(g) except as Fairly Disclosed, no member of the Source BioScience Group nor the trustees of any relevant pension scheme having, since 31 December 2015 (and in each case to an extent which is material in the context of the Wider Source BioScience Group taken as a whole):

(i) 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 Source BioScience 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

   (ii)           established any new pensions arrangements.

Part C: Further terms of the Proposals

3. Sherwood reserves the right to waive in whole or in part all or any of the above Conditions. The Scheme will not become Effective unless all of the Conditions have been fulfilled or waived or, where appropriate, have been determined by Sherwood to be or remain satisfied by the earlier of (i) 11:59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, and (ii) the Termination Date (or such later date as Sherwood or Source BioScience may agree and the Panel and the Court may allow). Sherwood shall be under no obligation to waive or treat as fulfilled any of Conditions 2(a) to (g) earlier than that date, notwithstanding that other of the Conditions may at an 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.

4. If Sherwood is required by the Panel to make an offer for Source BioScience Shares under the provisions of Rule 9 of the Code, Sherwood may make such alterations to the terms and conditions of the Offer and/or the Unlisted Securities Alternative 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.

5. Sherwood reserves the right to elect (with the consent of the Panel (if required)) to implement the acquisition of the Source BioScience Shares by way of a Takeover Offer as an alternative to the Scheme. Any such Takeover Offer will be subject to an acceptance condition set at 90 per cent. (or such lesser percentage (being more than 50 per cent.) as Sherwood may decide) of (i) the Source BioScience Shares to which such Takeover Offer relates and (ii) the voting rights normally exercisable at a general meeting of Source BioScience. Any such Takeover Offer would be made on a cash only basis (with the consent of the Panel) but otherwise on substantially the same terms (subject to appropriate amendments) as those which would apply to the Scheme and in compliance with applicable laws and regulations. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Source BioScience Shares are otherwise acquired, it is the intention of Sherwood to apply the provisions of the Companies Act 2006 to acquire compulsorily any outstanding Source BioScience Shares to which such Takeover Offer relates.

6. The availability of the Offer and/or the Unlisted Securities Alternative to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

7. Under Rule 13.5 of the Code, Sherwood may only invoke a Condition so as to cause the Scheme 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 Sherwood in the context of the Proposals. The Conditions contained in section 1 above are not subject to Rule 13.5 of the Code.

8. Source BioScience 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) declared, made or paid on or after the date of this announcement.

9. The Scheme will be governed by English law and be subject to the jurisdiction of the English courts. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the UKLA. In addition, it will be subject to the terms and conditions set out in the Scheme Document and the Form of Election, including a term that the Offer will lapse and the Scheme will not proceed if, prior to the date of the Court Meeting and the General Meeting, there is a CMA Phase 2 Reference or if Phase 2 European Commission proceedings are initiated or if, following a referral of the Offer by the European Commission under Article 9(1) of the European Council Merger Regulation to a competent authority in the United Kingdom, there is a CMA Phase 2 Reference in respect of the Offer, or any matter arising from the Offer.

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 existing issued ordinary share capital of Source BioScience is based upon the 349,292,449 Source BioScience Shares in issue on 28 July 2016 (being the latest practicable date prior to the date of this announcement).

2. The market prices of Source BioScience Shares are closing middle market quotations derived from the Daily Official List for the particular date(s) concerned.

3. The volume weighted average price of 14.76 pence per Source BioScience Share for the three month period up to and including 2 June 2016, is derived from Capital IQ's daily volume weighted average price data.

4. The volume weighted average price of 16.01 pence per Source BioScience Share for the six month period up to and including 2 June 2016, is derived from Capital IQ's daily volume weighted average price data.

5. Unless otherwise stated, the financial information concerning the Source BioScience Group has been extracted or derived (without material adjustment) from Source BioScience's audited consolidated statutory annual report and financial statements for the year ended 31 December 2015.

6. All information relating to Sherwood has been provided by persons duly authorised by the Sherwood Board.

7. All information relating to Continental and the Continental Clients has been extracted from published sources and/or provided by persons duly authorised by Continental and the Continental Clients.

8. All information relating to Harwood Capital and the Harwood Funds has been extracted from published sources and/or provided by persons duly authorised by Harwood Capital and the Harwood Funds.

9. The maximum Cash Consideration payable under the Proposals is based on the 349,292,449 Source BioScience Shares in issue on 28 July 2016 (being the latest practicable date prior to the date of this announcement), adjusted for the fact that Harwood Capital has agreed that certain of the Existing Harwood Investors will irrevocably elect to receive, up to, in aggregate, 40,833,333 Sherwood Share Units pursuant to the Unlisted Securities Alternative under the Scheme and Continental has agreed that certain of the Existing Continental Investors will irrevocably elect to receive 25,457,490 Sherwood Share Units pursuant to the Unlisted Securities Alternative under the Scheme. In addition, the Source BioScience Directors who currently hold Source BioScience Shares have irrevocably agreed to elect to receive 1,803,557 Sherwood Share Units in respect of the 4,278,557 Source BioScience Shares held by them.

Appendix III

DETAILS OF LETTER OF INTENT AND IRREVOCABLE UNDERTAKINGS

   1.         Letter of Intent

Continental and Harwood Capital, for the benefit of Sherwood, have entered into a letter of intent with Alphagen Capital Limited (a subsidiary of Henderson Group plc) in its capacity as discretionary investment manager of certain funds which hold Source BioScience Shares, pursuant to which they intend to:

   (i)    vote (or procure the vote) in favour of the Scheme at the Court Meeting; and

(ii) vote in favour of the resolutions required to implement the Scheme to be proposed at the General Meeting,

(or, in the event that the Proposals are implemented by way of a Takeover Offer, to accept or procure acceptance of such offer) in respect of their own beneficial holdings of Source BioScience Shares (or holdings over which they have control):

 
                                                                  Percentage of existing 
 Name of Source BioScience      Number of Source BioScience     Source BioScience issued   Percentage of Voting Scheme 
 Shareholder                      Shares held or controlled       ordinary share capital                       Shares* 
 The Alphagen Volantis Fund 
  Limited                                        20,189,163                        5.78%                         8.37% 
 LMAP Epsilon Fund                               10,248,608                        2.93%                         4.25% 
 The Citigroup Pension Plan                      11,610,617                        3.32%                         4.81% 
 Henderson UK Small Cap Best 
  Ideas Fund                                     27,665,931                        7.92%                        11.46% 
 The Alphagen Volantis 
  Catalyst Fund II Limited                        1,860,000                        0.53%                         0.77% 
 Total:                                          71,574,319                       20.49%                        29.66%

* - assuming that no Source BioScience Shares are issued prior to the Court Meeting pursuant to the Source BioScience Share Option Schemes.

   2.         Source BioScience Directors' Irrevocable Undertakings

The Source BioScience Directors have entered into irrevocable undertakings with Continental and Harwood Capital, for the benefit of Sherwood, as follows:

 
                                                                                                      Number of Source 
                               Number of Source           Percentage of                              BioScience Shares 
                           BioScience Shares in         existing Source                           irrevocably electing 
                               respect of which       BioScience issued                                 to receive the 
 Name of Source                  undertaking is          ordinary share    Percentage of Voting    Unlisted Securities 
 BioScience Director                    given**                 capital          Scheme Shares*            Alternative 
 Dr Nick Ash                            500,000                   0.14%                   0.21%                500,000 
 Dr Nick Leaves                       1,028,557                   0.29%                   0.43%              1,028,557 
 Laurie Turnbull                      2,750,000                   0.79%                   1.14%                275,000 
 Total:                               4,278,557                   1.22%                   1.77%              1,803,557

* - assuming that no Source BioScience Shares are issued prior to the Court Meeting pursuant to the Source BioScience Share Option Schemes.

** - the undertakings and the numbers referred to above refer only to those Source BioScience Shares to which the relevant director is beneficially entitled and any share such director is otherwise able to control the exercise of in terms of the rights attaching to such share, including the ability to procure the transfer of such share. The numbers referred to in this table exclude any award that may be outstanding under the Source BioScience Share Option Schemes, however any such shares awarded would be included in the scope of the undertakings.

Pursuant to the above, the Source BioScience Directors have irrevocably undertaken to:

(i) cast, or, where applicable, procure the casting of, all voting rights attaching to such Source BioScience Shares in favour of any resolutions required to give effect to the Scheme at the General Meeting or the Court Meeting and any related matters;

(ii) elect to receive in aggregate 1,803,557 Sherwood Share Units pursuant to the Unlisted Securities Alternative under the Scheme in respect of their existing holdings of Source BioScience Shares;

(iii) if Sherwood exercises its right to structure the Offer as a Takeover Offer, to accept or procure the acceptance of such Takeover Offer; and

(iv) not accept any offer made or proposed to be made in respect of the Source BioScience Shares by any person other than Sherwood, or, where applicable, to procure that no such offer is accepted.

These irrevocable undertakings would have ceased to be binding if this announcement had not been released by 5.00 p.m. (London time) on 15 August 2016. The irrevocable undertakings will cease to be binding if the Scheme Document has not been published by 31 August 2016, or if the Scheme does not become Effective by 31 October 2016 or if an announcement is made confirming that Sherwood will not proceed with the acquisition of the Source BioScience Shares.

3. The Existing Continental Investors and the Existing Harwood Investors irrevocable elections for the Unlisted Securities Alternative

Under the terms of the Subscription and Transfer Agreement and associated irrevocable undertakings and subject to the Scheme becoming Effective, Continental and Harwood Capital have agreed that the Existing Continental Investors and the Existing Harwood Investors:

(i) will irrevocably elect to receive, up to, in aggregate, 25,457,490 and 40,833,333 Sherwood Share Units pursuant to the Unlisted Securities Alternative under the Scheme, in respect of their existing holdings of Source BioScience Shares;

(ii) have irrevocably undertaken to vote (or procure the vote) in favour of the resolutions to be proposed at the General Meeting in respect of their entire existing holdings of Source BioScience Shares, amounting, in aggregate, to 107,957,490 Source BioScience Shares, representing approximately 30.91 per cent. of the existing issued ordinary share capital of Source BioScience;

(iii) will, if Sherwood exercises its right to structure the Offer as a Takeover Offer, accept or procure the acceptance of such Takeover Offer; and

(iv) will not accept any offer made or proposed to be made in respect of the Source BioScience Shares by any person other than Sherwood, or, where applicable, procure that no such offer is accepted.

The above irrevocable undertakings shall lapse and cease to be binding if the Scheme lapses or is withdrawn and no new, revised or replacement Scheme or Offer has been announced, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time.

APPIX IV

SUMMARY OF THE ARTICLES OF SHERWOOD

AND THE SHERWOOD PIK LOAN NOTE INSTRUMENT

A. SHERWOOD'S ARTICLES

   1.    Share capital

1.1 The share capital of Sherwood comprises ordinary shares of one pence each ("Sherwood Shares").

   1.2   The rights attaching to the Sherwood Shares are set out in section 2 below.

1.3 Sherwood has power to issue redeemable shares and, subject to the Companies Act 2006, to purchase its own shares.

   2.    Sherwood Shares

The Sherwood Shares have the following rights:

   2.1   Voting

The Sherwood Shares entitle their holders to receive notice of, attend and vote at all general meetings of Sherwood. On a poll each Sherwood Share has one vote attached to it.

2.2 Dividends and distributions

The Sherwood Shares confer the right to dividends declared and other distributions made by Sherwood.

2.3 Return of capital

The Sherwood Shares entitle their holders to receive repayment of all sums paid up or credited as paid up on the Sherwood Shares held by them and to participate in any other distributions made by Sherwood in the context of a winding-up.

2.4 Transfers

Transfers of Sherwood Shares are subject to the restrictions set out in section 3 below.

2.5 Variation of rights

Section 4 below applies.

   3.   Transfer of Sherwood Shares

3.1 General restrictions on transfers

Transfers of Sherwood Shares are subject to rights of pre-emption, except in the case of transfers to permitted transferees (see section 3.2 below) and transfers pursuant to the drag along rights (see section 3.3 below) and tag along rights (see section 3.5 below). Unless otherwise agreed by the board of Sherwood, no transfer or other dealing in any Sherwood Share shall occur other than to transfer or deal with the whole interest in the Sherwood Share with full title guarantee free of encumbrances.

3.2 Permitted transfers

The permitted transferees are:

(a) in the case of a shareholder who is an individual, his or her spouse, civil partner, widow or widower, children and grandchildren (including step and adopted children), and step and adopted children of that shareholder's children, or to a trust or settlement set up wholly for the benefit of that shareholder and/or any of those relations, or to the trustees of such a trust or settlement;

(b) in the case of a shareholder which is a company, any company which is its ultimate holding company or a subsidiary of such holding company;

   (c)   in the case of a shareholder that is an investment fund, any member of the same fund group;

(d) Harwood Capital and/or any Harwood Funds may transfer all of its Sherwood Shares to Continental and/or the Continental Clients; and

(e) Continental and/or any Continental Clients may transfer all of its Sherwood Shares to Harwood Capital and/or the Harwood Funds.

Where Sherwood Shares have been transferred to a permitted transferee and that transferee ceases to be a person who would be a permitted transferee of the transferor, the transferee will be required to transfer those Sherwood Shares as set out in the articles of Sherwood.

3.3 Drag along rights

In the event of (i) a permitted transfer as described in paragraphs 3.2(d) and (e) above, the purchasing shareholder may require the selling shareholder to transfer all of the Sherwood Shares held by them; and (ii) any offer being received for the entire issued share capital of Sherwood and such offer being accepted by the holders of 66 per cent. or more of the issued Sherwood Shares ("Accepting Shareholders") the Accepting Shareholders have the right by notice in writing to the remaining holders of Sherwood Shares ("Dragged Along Shareholders") to require the Dragged Along Shareholders to accept the offer and transfer their shares to the offeror on the same terms as those applying to the Accepting Shareholders.

3.4 Pre-emption on transfer

Shareholders have rights of pre-emption in relation to the transfer of Sherwood Shares to persons other than permitted transferees. If multiple shareholders wish to exercise such rights the transferred shares shall be divided among them in proportion to their shareholdings relative to one another.

Unless otherwise agreed in writing by shareholders representing at least 66 per cent. of the total voting rights attaching to the Sherwood Shares, all Sherwood Shares which the board propose to allot wholly for cash shall be offered on identical terms to all the shareholders in proportion as nearly as may be to the number of Sherwood Shares held by them respectively.

3.5 Tag along rights

If a sale of Sherwood Shares would result in a person controlling more than 66 per cent. of the total voting rights at a general meeting of Sherwood, the transfer will not be valid unless the transferee offers to purchase all the issued Sherwood Shares at a price calculated in accordance with the articles of Sherwood.

   4.    Variation of rights

No variation of the rights attaching to Sherwood Shares is to be effective without a special resolution of the members of Sherwood.

   5.    Alteration of share capital

Sherwood may, subject to the Companies Act 2006, by ordinary resolution consolidate or subdivide its shares. Sherwood may, subject to the Companies Act 2006, by special resolution reduce its share capital, capital redemption reserve or share premium account.

   6.    General meetings

Subject to the provisions of the Companies Act 2006, a general meeting shall be called by not less than 14 clear days' notice in writing.

The notice must specify the place, day and time of the meeting and the general nature of the business to be transacted.

Notices shall be given to all members other than any who, under the provisions of the articles or the terms of issue of the shares they hold, are not entitled to receive such notice. Each holder of Sherwood Shares shall be entitled to receive notice of general meetings of Sherwood.

Each director shall be entitled to attend and speak at any general meeting.

   7.    Directors

7.1 Number of directors

The directors shall be not less than two. Harwood Capital and/or the Harwood Funds shall be entitled to appoint two persons to be directors of Sherwood and Continental and/or the Continental Clients shall be entitled to appoint two persons to be directors of Sherwood provided always that there is an equal number of: (i) Harwood Capital and/or the Harwood Funds' directors; and (ii) Continental and/or the Continental Clients' directors.

7.2 Directors' shareholding qualification

A director shall not be required to hold any shares in Sherwood.

7.3 Appointment of directors

Directors may be elected by Sherwood by ordinary resolution or be appointed by the board.

The board may from time to time appoint one or more directors to hold any employment or executive office for such period and on such terms as they may determine and may also revoke or terminate any such appointment.

7.4 Retirement of directors

The directors are not required to retire by rotation.

7.5 Vacation of office

The office of a director of Sherwood shall be vacated if:

   (a)    he resigns;

(b) he is or has been suffering from mental ill health and either he becomes a patient for the purposes of statutes relating to mental health or the court makes an order for his detention or the appointment of a person to exercise powers with respect to his property or affairs;

(c) he and any alternate appointed by him is absent without the permission of the board from four consecutive meetings of the board;

   (d)    he is unable to pay his debts or compounds with his creditors generally; 
   (e)    he is prohibited or disqualified by law from being a director; or 
   (f)     he is removed from office pursuant to section 168 of the Companies Act 2006.

If the office of a director is vacated for any reason, he shall cease to be a member of any committee or sub-committee of the board.

7.6 Chairman's casting vote at directors' meetings

If the numbers of votes for and against a proposal at a meeting of the board are equal, the chairman or other director chairing the meeting shall not have a casting vote.

8. Alternate director

Any director may appoint any person to be his alternate and may at his discretion remove such an alternate director.

9. Proceedings of the board

Subject to the provisions of the articles, the board may regulate its proceedings as it thinks fit. The quorum necessary for the transaction of the business of the board shall be two. A meeting of the board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions vested in or exercisable by the board.

The board may appoint a director to be the chairman or a deputy chairman and may at any time remove him from that office. Questions arising at any meeting of the board shall be determined by a majority of votes. All or any of the members of the board may participate in a meeting of the board by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to speak to and hear each other. A person so participating shall be deemed to be present at the meeting and shall be entitled to vote and to be counted in the quorum.

The board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of at least two directors. The meetings and proceedings of any committee shall be governed by the provisions contained in the articles for regulating the meetings and proceedings of the board so far as the same are applicable and are not superseded by any regulations imposed by the board.

10. Remuneration of directors

Each of the directors shall be paid a fee at such rate as may from time to time be determined by the board. Any director who is appointed to any executive office shall be entitled to receive such remuneration as the board may think fit. Each director may be paid his reasonable travelling, hotel and incidental expenses of attending and returning from meetings of the board, or committees of the board of Sherwood or any other meeting which as a director he is entitled to attend, and shall be paid all expenses properly and reasonably incurred by him in the conduct of Sherwood's business or in the discharge of his duties as a director.

   11.    Permitted interests of directors

Subject to the provisions of the Companies Act 2006, and provided he has declared the nature and extent of any material interest, a director of Sherwood is not disqualified from his office from being a party to or interested in any transaction or arrangement with Sherwood in any manner and any director who is so interested is not liable to account to Sherwood or the members for any benefit which he derives from any such transaction or arrangement.

A director who has declared his interest may vote on and be counted in the quorum in relation to any resolution of the board concerning the transaction or arrangement in which he is interested.

   12.    Indemnity of directors

Every director is entitled to be indemnified by Sherwood against any liability incurred by him as a director of Sherwood, including any liability incurred in defending any proceedings in which judgment is given in his favour, he is acquitted or in connection with any application in which relief is granted to him by a court. Sherwood may purchase and maintain for any director, or officer of Sherwood, insurance against such liability.

B. SUMMARY OF THE SHERWOOD PIK LOAN NOTE INSTRUMENT

1. Amount

The Sherwood PIK Loan Note Instrument constitutes up to GBP100 million of unsecured Sherwood PIK Loan Notes, issued in amounts of GBP0.17 or integral multiples of GBP0.17.

2. Status

The Sherwood PIK Loan Notes constitute direct, unconditional, unsubordinated and unsecured obligations of Sherwood and rank pari passu with all of the present and future unsecured and unsubordinated obligations of Sherwood (except as provided by law).

3. Repayment

The Sherwood PIK Loan Notes are repayable in full at their principal amount outstanding together with accrued interest on 31 December 2023.

Claims against Sherwood for any cash payment in respect of the Sherwood PIK Loan Notes will become void unless made within five years (in the case of interest) from the relevant Interest Payment Date or within ten years (in the case of principal) from the relevant early redemption date or the final repayment date as the case may be.

4. Interest

The Sherwood PIK Loan Notes bear interest at the annual rate of ten per cent, accruing daily. Interest is payable annually on the last Business Day of December thereafter. Interest is payable in kind or, at the discretion of Sherwood, in cash. Interest paid in kind will be evidenced by additional loan notes and added to the principal amount.

For so long as any default is occurring under the Sherwood PIK Loan Note Instrument the annual rate of interest will be increased by five per cent.

5. Events of Default

An event of default occurs if:

a) Sherwood is in breach of its obligations under the Sherwood PIK Loan Note Instrument for 21 days;

   b)    Sherwood becomes insolvent or unable to pay its debts; 
   c)    any steps are taken to start the winding-up of Sherwood; or 
   d)    Sherwood ceases to carry on its business.

Whilst an event of default is continuing, any holder of Sherwood PIK Loan Notes may by written demand declare those loan notes and the interest accrued and unpaid thereon payable.

6. Transferability

The Sherwood PIK Loan Notes are transferable in whole or in part in amounts of GBP0.17 and integral multiples thereof. The Sherwood PIK Loan Notes can be offered to the public for purchase and are permitted to be dealt on any recognised stock exchange.

Sherwood may in its reasonable discretion refuse to register a transfer of a Sherwood PIK Loan Note where the transfer may result in a material regulatory, pecuniary, legal or taxation disadvantage for Sherwood or the holders as a whole of the Sherwood PIK Loan Notes.

Sherwood will not be obliged to take notice of any trust to which the Sherwood PIK Loan Notes may be subject, and will be entitled to treat the registered holder of any Sherwood PIK Loan Notes or his executors or administrators as the absolute owner thereof.

7. Registration

Sherwood will keep a register of the nominal amount of Sherwood PIK Loan Notes in issue, the dates of issue, the dates and particulars of transfers and repayments and purchases thereof, and the names and addresses of the holders.

8. Modification of rights

Sherwood may not, without prior approval by a resolution approved by the holders of at least 75 per cent. in nominal value of the Sherwood PIK Loan Notes:

   a)    create and issue further loan notes supplemental to the Sherwood PIK Loan Note Instrument; or

b) modify or abrogate any of the rights for the time being attached to the Sherwood PIK Loan Notes.

APPIX V

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

 
 "AGM"                       the Annual General Meeting of Source 
                              BioScience held on 9 June 2016; 
 "Appendices"                the appendices to this announcement; 
 "Articles"                  the articles of association of Source 
                              BioScience as at the date of the 
                              Scheme and "Article" shall mean 
                              any article of those Articles; 
 "Australia"                 the Commonwealth of Australia, its 
                              states, territories and possessions 
                              and all areas subject to its jurisdiction 
                              or any political subdivision thereof; 
 "Authorisation"             authorisation, grant, order, recognition, 
                              confirmation, lease, arrangement, 
                              consent, licence, clearance, certificate, 
                              permission or approval; 
 "Board"                     the board of directors of Source 
                              BioScience or the board of directors 
                              of Sherwood (as the case may be) 
                              and the terms "Source BioScience 
                              Board" and "Sherwood Board" shall 
                              be construed accordingly; 
 "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; 
 "Canada"                    Canada, its possessions and territories 
                              and all areas subject to its jurisdiction 
                              and any political sub-division thereof; 
 "Cash Consideration"        the cash consideration due to Source 
                              BioScience Shareholders under the 
                              terms of the Offer; 
 "certificated"              the description of a share or other 
  or "in certificated         security which is not in uncertificated 
  form"                       form (that is, not in CREST); 
 "Closing Price"             the closing middle market price 
                              of a Source BioScience Share on 
                              a particular trading day as derived 
                              from the Daily Official List or 
                              from Capital IQ in the case of the 
                              volume weighted average Closing 
                              Price for the three month period 
                              ended 2 June 2016;

 "CMA Phase 2                a reference of the Offer to the 
  Reference"                  chair of the Competition and Markets 
                              Authority 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 
                              issued by the Panel; 
 "Companies Act              the Companies Act 2006 (as amended 
  2006"                       from time to time); 
 "Competition                a UK statutory body established 
  and Markets Authority"      under the Enterprise and Regulatory 
                              Reform Act 2013; 
 "Conditions"                the conditions to implementing the 
                              Proposals (including the Scheme) 
                              as set out in Appendix I of this 
                              announcement and to be set out in 
                              the Scheme Document; 
 "Continental"               Continental Investment Partners 
                              S.A., a private company incorporated 
                              in Switzerland with limited liability 
                              on 4 July 2013, which is an affiliated 
                              Organismo di Autodisciplina dei 
                              Fiduciari del Canton Ticino, with 
                              registered number CHE 147 303 365; 
 "Continental                certain investment advisory clients 
  Clients"                    of Continental, including Ottotto, 
                              the Spartan Fund and Protea; 
 "Court"                     the High Court of Justice in England 
                              and Wales; 
 "Court Meeting"             the meeting of Voting Scheme Shareholders 
                              to be convened by order of the Court 
                              pursuant to section 899 of the Companies 
                              Act 2006 for the purpose of considering 
                              and, if thought fit, approving the 
                              Scheme (with or without amendment), 
                              and any adjournment thereof; 
 "CREST"                     the computerised settlement system 
                              (as defined in the CREST Regulations) 
                              operated by Euroclear UK & Ireland 
                              Limited which facilitates the transfer 
                              of title to shares in uncertificated 
                              form; 
 "CREST Regulations"         the Uncertificated Securities Regulations 
                              2001 (SI2001 No. 3755), including 
                              (i) any enactment or subordinate 
                              legislation which amends or supersedes 
                              those regulations and (ii) any applicable 
                              rules made under those regulations 
                              or any such enactment or subordinate 
                              legislation for the time being in 
                              force; 
 "Daily Official             the Daily Official List published 
  List"                       by the London Stock Exchange; 
 "Dealing Disclosure"        has the same meaning as in Rule 
                              8 of the Code; 
 "EBITDA"                    earnings before interest, taxes, 
                              depreciation and amortisation; 
 "Effective"                 the Scheme having become effective 
                              pursuant to and in accordance with 
                              its terms; 
 "Effective Date"            the date on which the Scheme becomes 
                              Effective; 
 "Existing Continental       the clients advised by or otherwise 
  Investors"                  associated with Continental which 
                              currently hold Source BioScience 
                              Shares, as detailed in section 9.3 
                              of this announcement; 
 "Existing Harwood           the funds managed and/or advised 
  Investors"                  by or otherwise associated with 
                              Harwood Capital which currently 
                              hold Source BioScience Shares, as 
                              detailed in section 9.5 of this 
                              announcement; 
 "Fairly Disclosed"          as publicly announced by or on behalf 
                              of Source BioScience through (i) 
                              a Regulatory Information Service 
                              on or before the date of this announcement 
                              or (ii) the publication of such 
                              information on the main website 
                              maintained by Source BioScience 
                              before the date of this announcement, 
                              or as fairly disclosed by any member 
                              of the Source BioScience Group or 
                              any of its professional advisers, 
                              including any of its legal advisers 
                              and any of its financial advisers, 
                              to a member of the Sherwood Group 
                              or any of its professional advisers, 
                              including to any of its legal advisers 
                              and any of its financial advisers, 
                              before the date of this announcement 
                              (including all matters contained 
                              in the written replies, correspondence, 
                              documentation and information provided 
                              in an electronic data room or sent 
                              to any member of the Sherwood Group 
                              or any of its professional advisers 
                              during the due diligence process 
                              and whether or not in response to 
                              any specific request for information 
                              made by any member of the Sherwood 
                              Group or any of its professional 
                              advisers); 
 "Financial Conduct          the Financial Conduct Authority 
  Authority" or               (formerly the Financial Conduct 
  "FCA"                       Authority) in its capacity as the 
                              competent authority for the purposes 
                              of Part VI of the FSMA, including 
                              its successor(s) from time to time; 
 "Form of Election"          the form of election to be sent 
                              to Scheme Shareholders (other than 
                              Shareholders in a Restricted Jurisdiction) 
                              by or on behalf of the Company pursuant 
                              to which a certified Scheme Shareholder 
                              may make an election for the Unlisted 
                              Securities Alternative in respect 
                              of some or all of his Scheme Shares; 
 "Forms of Proxy"            the form of proxy for use at the 
                              Court Meeting and the form of proxy 
                              for use at the General Meeting and 
                              "Form of Proxy" means either of 
                              them; 
 "FSMA"                      the Financial Services and Markets 
                              Act 2000 (as amended from time to 
                              time); 
 "General Meeting"           the general meeting of Source BioScience 
                              Shareholders to be convened in connection 
                              with the Proposals, and any adjournment 
                              thereof; 
 "Harwood Capital"           Harwood Capital LLP, a UK limited 
                              liability partnership incorporated 
                              under the Limited Liability Partnerships 
                              Act 2000 with registered number 
                              OC304213; 
 "Harwood Capital            Harwood Capital Management Limited, 
  Management"                 a company incorporated in England 
                              and Wales under registration number 
                              7667924 with limited liability having 
                              its registered office at 6 Stratton 
                              Street, London, W1J 8LD; 
 "Harwood Capital            Harwood Capital Management and its 
  Management Group"           subsidiaries; 
 "Harwood Funds"             certain discretionary investment 
                              management and/or advisory clients 
                              of Harwood Capital, including NASCIT, 
                              Oryx and HPE IV; 
 "HPE IV"                    Harwood Private Equity IV L.P., 
                              an English limited partnership incorporated 
                              on 9 October 2014 under registration 
                              number LP016260; 
 "Japan"                     Japan, its cities, prefectures, 
                              territories and possessions and 
                              all areas subject to its jurisdiction 
                              or any political subdivision thereof; 
 "Listing Rules"             the listing rules of the UKLA made 
                              under section 74(4) of FSMA, as 
                              amended; 
 "Loan Agreement"            the agreement dated 28 July 2016 
                              and made between NASCIT, Sherwood 
                              and Harwood Capital;

 "London Stock               London Stock Exchange plc, a public 
  Exchange"                   company incorporated in England 
                              and Wales under number 2075721, 
                              together with any successors thereto; 
 "Meetings"                  the Court Meeting and the General 
                              Meeting; 
 "N+1 Singer"                Nplus1 Singer Advisory LLP, the 
                              financial adviser and broker to 
                              Source BioScience; 
 "NASCIT"                    North Atlantic Smaller Companies 
                              Investment Trust Plc, whose shares 
                              are traded on the main market of 
                              the London Stock Exchange, whose 
                              registered number is 01091347; 
 "New Zealand"               New Zealand, its respective territories 
                              and possessions; 
 "Offer"                     the recommended cash offer by Sherwood 
                              for the entire issued and to be 
                              issued ordinary share capital of 
                              Source BioScience on the terms and 
                              conditions to be set out in the 
                              Scheme Document and the Form of 
                              Election including, where the context 
                              so requires, any subsequent revision, 
                              variation, extension or renewal 
                              of such offer; 
 "Offer Period"              the offer period (as defined by 
                              the Code) relating to Source BioScience, 
                              which commenced on 3 June 2016 and 
                              ending on the Effective Date; 
 "Offer Price"               18 pence per Source BioScience Share; 
 "Opening Position           has the same meaning as in Rule 
  Disclosure"                 8 of the Code; 
 "Options"                   subsisting options or awards to 
                              acquire or subscribe for Source 
                              BioScience Shares granted in accordance 
                              with the terms of any of the Source 
                              BioScience Share Option Schemes; 
 "Oryx"                      Oryx International Growth Fund Limited, 
                              a closed-ended investment company 
                              incorporated in Guernsey, whose 
                              shares are traded on the main market 
                              of the London Stock Exchange, whose 
                              registered number is GG28917; 
 "Ottotto"                   Ottotto Srl, a private holding company 
                              incorporated in Italy on 23 September 
                              2009, with registration number MI-1912234 
                              whose registered office is at Via 
                              Domenico Trentacoste 9, Milano, 
                              20134; 
 "Overseas Shareholders"     Source BioScience Shareholders (or 
                              nominees of, or custodians or trustees 
                              for, Source BioScience Shareholders) 
                              not resident in, or nationals or 
                              citizens of, the United Kingdom; 
 "Panel"                     the Panel on Takeovers and Mergers; 
 "pence", "penny"            UK pence sterling, the lawful currency 
  or "p"                      of the United Kingdom; 
 "Possible Offer             the announcement of 3 June 2016, 
  Announcement"               released by Continental, regarding 
                              a possible offer for the entire 
                              issued and to be issued share capital 
                              of Source BioScience, in accordance 
                              with Rule 2.4 of the Code; 
 "pounds" or "GBP"           UK pounds sterling, the lawful currency 
                              of the United Kingdom; 
 "Proposals"                 the Scheme and the other matters 
                              related to the Scheme to be considered 
                              at the Meetings; 
 "Protea"                    Protea Capital S.A., a private company 
                              incorporated in Luxembourg on 10 
                              February 2015, with registered number 
                              B194938 whose registered office 
                              is at 63 Rue du Fossé, L-4123 
                              Esch-Sur-Alzette, Luxembourg; 
 "Registrar of               the Registrar of Companies in England 
  Companies"                  and Wales; 
 "Regulatory Information     any information service authorised 
  Service"                    from time to time by the FCA for 
                              the purpose of disseminating regulatory 
                              announcements; 
 "Relevant Authority"        any central bank, government or 
                              governmental, supranational, statutory, 
                              regulatory, environmental, administrative, 
                              fiscal or investigative body, court, 
                              trade agency, association, institution, 
                              environmental body, employee representative 
                              body or any other body or person 
                              whatsoever in any jurisdiction; 
 "Restricted Jurisdiction"   United States, Japan, Canada, South 
                              Africa, New Zealand, Australia (or 
                              their respective territories) or 
                              any other jurisdiction where the 
                              relevant actions may constitute 
                              a violation of the relevant laws 
                              and regulations of such jurisdiction 
                              if information concerning the Proposals 
                              is sent or made available to Scheme 
                              Shareholders in that jurisdiction; 
 "Restricted Overseas        a person holding Source BioScience 
  Shareholders"               Shares (including, without limitation, 
                              an individual, partnership, unincorporated 
                              syndicate, limited liability company, 
                              unincorporated organisation, trust, 
                              trustee, executor, administrator 
                              or other legal representative) in, 
                              or resident in, or any person whom 
                              Source BioScience (following consultation 
                              with Sherwood) reasonably believes 
                              to be in a Restricted Jurisdiction 
                              and persons in any other jurisdiction 
                              whom Source BioScience (following 
                              consultation with Sherwood) is advised 
                              to treat as restricted overseas 
                              persons in order to observe the 
                              laws of such jurisdiction or to 
                              avoid the requirement to comply 
                              with any governmental or other consent 
                              or any registration, filing or other 
                              formality which Source BioScience 
                              (following consultation with Sherwood) 
                              regards as unduly onerous; 
 "Rule"                      a rule of the Code; 
 "Scheme"                    the proposed scheme of arrangement 
                              under Part 26 of the Companies Act 
                              2006 between Source BioScience and 
                              each Scheme Shareholder (the full 
                              terms and conditions of which will 
                              be set out in the Scheme Document), 
                              with or subject to any modification, 
                              addition thereto or condition approved 
                              or imposed by the Court and agreed 
                              to by Source BioScience and Sherwood; 
 "Scheme Court               the hearing by the Court of the 
  Hearing"                    petition to sanction the Scheme; 
 "Scheme Court               the order of the Court sanctioning 
  Order"                      the Scheme under section 899 of 
                              the Companies Act 2006; 
 "Scheme Document"           the formal document setting out 
                              the full terms and conditions of 
                              the Offer to be posted to Source 
                              BioScience Shareholders and others 
                              containing, inter alia, details 
                              of the Scheme and the notices of 
                              the Meetings; 
 "Scheme Record              means the scheme record time to 
  Time"                       be specified in the Scheme Document; 
 "Scheme Shareholders"       the holders of Scheme Shares; 
 "Scheme Shares"             all Source BioScience Shares which 
                              are: 
                             (a) in issue at the date of the 
                              Scheme Document; 
                             (b) (if any) issued after the date 
                              of the Scheme Document but before 
                              the Voting Record Time; and 
                             (c) (if any) issued on or after 
                              the Voting Record Time but prior 
                              to the Scheme Record Time, on terms 
                              that the holder shall be bound by

                              the Scheme, or in respect of which 
                              the original or any subsequent holder 
                              agrees in writing to be bound by 
                              the Scheme, 
                              which remain in issue at the Scheme 
                              Record Time; 
 "Sherwood"                  Sherwood Holdings Limited, a company 
                              incorporated in England and Wales 
                              under registration number 10269474 
                              with limited liability having its 
                              registered office at 50 Broadway, 
                              Westminster, London SW1H 0BL; 
 "Sherwood Directors"        members of the Sherwood board of 
                              directors; 
 "Sherwood Group"            Sherwood and its direct and indirect 
                              holding companies (including, for 
                              the avoidance of doubt, the Continental 
                              Clients and the Harwood Funds); 
 "Sherwood PIK               the instrument constituting the 
  Loan Note Instrument"       Sherwood PIK Loan Notes, executed 
                              by Sherwood on 28 July 2016; 
 "Sherwood PIK               the 10 per cent. fixed rate GBP0.17 
  Loan Notes"                 nominal amount unsecured loan notes, 
                              to be issued on the terms of the 
                              Sherwood PIK Loan Note Instrument; 
 "Sherwood Share             units comprising one Sherwood Share 
  Units"                      and one Sherwood PIK Loan Note; 
 "Sherwood Shares"           the ordinary shares of 1 pence each 
                              in the capital of Sherwood; 
 "Source BioScience"         Source BioScience plc, a company 
  or the "Company"            incorporated in England and Wales 
                              with registered number 00079136 
                              whose registered office is at 1 
                              Orchard Place, Nottingham Business 
                              Park, Nottingham, Nottinghamshire, 
                              NG8 6PX; 
 "Source BioScience          members of the Source BioScience 
  Directors"                  board of directors; 
 "Source BioScience          Source BioScience and its subsidiary 
  Group"                      undertakings; 
 "Source BioScience          the share option schemes, operated 
  Share Option                by Source BioScience; 
  Schemes" 
 "Source BioScience          registered holders of Source BioScience 
  Shareholders"               Shares from time to time; 
 "Source BioScience          ordinary shares of 2 pence each 
  Shares"                     in the capital of the Company; 
 "South Africa"              the Republic of South Africa and 
                              its respective territories or possessions; 
 "Spartan Fund"              Spartan Fund Ltd. (SAC), an open-ended 
                              International Business Company incorporated 
                              under the laws of the Commonwealth 
                              of The Bahamas on 29 June 2015 with 
                              registered number B174523, having 
                              its registered office at Equity 
                              Trust House, Caves Village, West 
                              Bay Street, Nassau, The Bahamas; 
 "Strand Hanson"             Strand Hanson Limited, the financial 
                              adviser to Sherwood, Continental 
                              and Harwood Capital; 
 "Subscription               the agreement dated 28 July 2016 
  and Transfer                and made between Sherwood, Harwood 
  Agreement"                  Capital, Continental, Protea, Ottotto, 
                              Spartan Fund and NASCIT; 
 "Takeover Offer"            an offer by Sherwood to acquire 
                              the entire issued and to be issued 
                              ordinary share capital of Source 
                              BioScience by way of a takeover 
                              offer under the Code; 
 "Termination                the date 60 days after publication 
  Date"                       of the Scheme Document; 
 "UKLA"                      the UK Listing Authority, being 
                              the FCA acting in its capacity as 
                              the competent authority for the 
                              purposes of FSMA; 
 "uncertificated"            recorded on the relevant register 
  or "in uncertificated       of the share or security concerned 
  form"                       as being held in uncertificated 
                              form in CREST and title to which, 
                              by virtue of the CREST Regulations, 
                              may be transferred by means of CREST; 
 "United Kingdom"            the United Kingdom of Great Britain 
  or "UK"                     and Northern Ireland; 
 "United States",            the United States of America, its 
  "USA" or "US"               territories 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; 
 "Unlisted Securities        the facility to be provided for 
  Alternative"                in the Scheme whereby a Scheme Shareholder 
                              may elect, in respect of all or 
                              some of their Scheme Shares, to 
                              receive Sherwood Share Units in 
                              lieu of the Cash Consideration to 
                              which they are entitled under the 
                              terms of the Offer; 
 "US Exchange                the US Securities Exchange Act of 
  Act"                        1934, as amended; 
 "US Person"                 a US person as defined under Regulation 
                              S including, but not limited to, 
                              any natural person in the United 
                              States; 
 "Voting Record              the date and time specified in the 
  Time"                       Scheme Document by reference to 
                              which entitlement to vote at the 
                              Court Meeting will be determined, 
                              expected to be 6.00 p.m. on the 
                              day which is two days before the 
                              date of the Court Meeting or, if 
                              the Court Meeting is adjourned, 
                              6.30 p.m. on the second day before 
                              the date of such adjourned meeting; 
 "Voting Scheme              the holders of Scheme Shares (other 
  Shareholders"               than the Existing Continental Investors 
                              and Existing Harwood Investors who 
                              will each confirm their approval 
                              of, and agreement to be bound by, 
                              the Scheme in letters of confirmation); 
 "Wider Sherwood             the Sherwood Group and associated 
  Group"                      undertakings of Sherwood and any 
                              other body corporate, partnership, 
                              joint venture or person in which 
                              members of the Sherwood Group (aggregating 
                              their interests) have an interest 
                              of more than 20 per cent. of the 
                              voting or equity capital or the 
                              equivalent; and 
 "Wider Source               the Source BioScience Group and 
  BioScience Group"           associated undertakings of Source 
                              BioScience and any other body corporate, 
                              partnership, joint venture or person 
                              in which members of the Source BioScience 
                              Group (aggregating their interests) 
                              have an interest of more 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 times referred to in this announcement are London 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 company news service from the London Stock Exchange

END

OFFSEUSUUFMSESW

(END) Dow Jones Newswires

July 29, 2016 05:30 ET (09:30 GMT)

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