TIDMSBS
RNS Number : 7220J
Source BioScience PLC
13 September 2016
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.
13 September 2016
RECOMMED CASH OFFER
for
SOURCE BIOSCIENCE PLC
by
SHERWOOD HOLDINGS LIMITED
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Court Sanction of the Scheme
Source BioScience plc ("Source BioScience") is pleased to
announce that, at a hearing held earlier today, the recommended
cash offer by Sherwood Holdings Limited ("Sherwood") for the entire
issued and to be issued ordinary share capital of Source
BioScience, to be effected by means of a scheme of arrangement
between Source BioScience and its shareholders pursuant to the
provisions of Part 26 of the Companies Act 2006 (the "Scheme"), was
sanctioned by the Court.
Completion remains conditional on delivery to the Registrar of
Companies of the Court Orders made at the Court Hearing to sanction
the Scheme. Subject to such registration, the Scheme is expected to
become effective on 15 September 2016 (the "Effective Date") and a
further announcement will be made at that time.
The last day for dealings in, and for registrations of
transfers, of Source BioScience Shares will be 14 September 2016.
Accordingly, at 7.00 a.m. (London time) on 16 September 2016, the
admission to trading of Source BioScience Shares on the Main Market
of the London Stock Exchange will be cancelled.
Following the Effective Date, share certificates in respect of
Source BioScience Shares will cease to be valid and entitlements to
Source BioScience Shares held within the CREST system will be
cancelled.
General
The Source BioScience Directors accept responsibility for the
information contained in this announcement and, to the best of
their knowledge and belief (having taken all reasonable care to
ensure that such is the case), the information contained in this
announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
A copy of this announcement will be available free of charge on
Source BioScience's website at http://www.sourcebioscience.com and
on Continental's website at http://www.continentalip.ch but subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions. The contents of these websites are not incorporated
into, and do not form part of, this announcement.
Capitalised terms used but not defined in this announcement have
the same meanings set out in the circular to Source BioScience
Shareholders dated 17 August 2016 (the "Scheme Document").
Enquiries:
Source BioScience plc +44 (0) 115 973 9010
Laurie Turnbull, Chairman
Dr Nick Ash, CEO
Nplus1 Singer Advisory LLP
(Financial adviser and Broker
to Source BioScience) +44 (0) 207 496 3000
Nic Hellyer
James White
Sherwood Holdings Limited
Marco Fumagalli, Director +44 (0) 91 225 25
Christopher Mills, Director 60
Strand Hanson Limited
(Financial adviser to Continental,
Harwood Capital and Sherwood) +44 (0) 20 7409 3494
Stuart Faulkner
Matthew Chandler
James Dance
Further information
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 Offer 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 Offer,
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 Offer 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 Offer, the
contents of this announcement or any other matter referred to
herein.
You may request a hard copy of this announcement or the Scheme
Document, free of charge and/or any information incorporated into
them by reference to another source, by calling the Shareholder
Helpline on 0333 207 6399 from within the UK or on +44 121 415 0973
if calling from outside the UK or by writing to Equiniti Limited at
Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA stating
your name, and the address to which the hard copy versions should
be sent. Calls to the Shareholder Helpline are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday
to Friday excluding public holidays in England and Wales. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in
hard copy form. Unless you have previously elected to receive hard
copies of any such documents, announcements or information, hard
copies shall not be sent but you may request them.
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.
Overseas Shareholders
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 Offer is 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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