TIDMCOS
RNS Number : 8908Y
Rosen's Diversified Inc
14 September 2020
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction
(including the united states) where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction
.
this announcement contains inside information FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) No . 596/2014. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release
14 September 2020
RECOMMED CASH OFFER
for
COLLAGEN SOLUTIONS PLC
by
ROSEN'S DIVERSIFIED, INC .
Posting of Offer Document
On 27 August 2020, the boards of directors of Rosen's
Diversified, Inc. ("RDI") and Collagen Solutions Plc ("Collagen" or
the "Company") announced that they had reached agreement on the
terms of a recommended cash offer to be made by RDI for the entire
issued and to be issued ordinary share capital of Collagen (the
"Offer") not already owned by RDI.
RDI announces that the offer document (the "Offer Document")
containing the full terms of, and Conditions to, the Offer, is
today being posted to Collagen Shareholders (other than those
located in a Restricted Jurisdiction where to do so would violate
the laws of that jurisdiction), together (where applicable) with
the related Form of Acceptance in respect of Collagen Shares held
in certificated form.
The Offer will initially remain open for acceptance until 1.00
p.m. (London time) on 5 October 2020.
Full details of the procedure for accepting the Offer are set
out in paragraph 12 of the letter from RDI to Collagen Shareholders
set out in Part II of the Offer Document and are summarised
below.
To accept the Offer in respect of Collagen Shares held in
certificated form (that is, not in CREST), Collagen Shareholders
must complete and sign the Form of Acceptance, in accordance with
the instructions printed on it and set out in paragraph 12 of the
letter from RDI to Collagen Shareholders set out in Part II of the
Offer Document, and return it (along with their original share
certificate(s) and/or other document(s) of title) using the
accompanying reply-paid envelope (for use within the UK only) as
soon as possible and, in any event, so as to be received by the
Receiving Agent, Neville Registrars, by no later than 1.00 p.m.
(London time) on 5 October 2020. Additional Forms of Acceptance can
be obtained by contacting the Receiving Agent on telephone number
0121 585 1131 from within the UK or +44 (0) 121 585 1131 if calling
from outside the UK or by writing to Neville Registrars at Neville
House, Steelpark Road, Halesowen, B62 8HD stating the name, and the
address to which the hard copy version(s) should be sent. Lines are
open from 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday
(excluding public holidays in England and Wales).
To accept the Offer in respect of Collagen Shares held in
uncertificated form (that is, in CREST), Collagen Shareholders
should follow the procedure for Electronic Acceptance through CREST
in accordance with the instructions set out in paragraph 12 of the
letter from RDI to Collagen Shareholders set out in Part II of the
Offer Document so that a TTE Instruction settles as soon as
possible and, in any event, by no later than 1.00 p.m. (London
time) on 5 October 2020. If Collagen Shareholders hold their
Collagen Shares as a CREST sponsored member, they should refer to
their CREST sponsor as only their CREST sponsor will be able to
send the necessary TTE instruction to Euroclear.
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the Offer Document.
A copy of this announcement, the Offer Document and the Form of
Acceptance will be made available, subject to certain restrictions
relating to persons resident in any Restricted Jurisdiction, on the
website of Collagen at
https://ir.collagensolutions.com/content/investors/takeover-documentation
while the Offer remains open for acceptance. For the avoidance of
doubt, the contents of the website of Collagen referred to above
are not incorporated into and do not form part of this
announcement.
Enquiries:
Rosen's Diversified, Inc. Tel: +1 (612) 406-5181
David Krawitz, Director of Strategy, Operations
and Sales
Strand Hanson Limited Tel: +44 (0) 207
(Financial Adviser to Rosen's Diversified, Inc.) 409 3494
Stuart Faulkner
Matthew Chandler
James Dance
Jack Botros
Collagen Solutions Plc via Walbrook
Jamal Rushdy, CEO
Hilary Spence, CFO
England & Company LLC Tel: +1 (212) 235-0850
(Joint Financial Adviser to Collagen Solutions
Plc)
Craig England
Paul Teitelbaum
Goodbody Stockbrokers UC Tel: +353 (0) 1
(Rule 3 Adviser and Joint Financial Adviser to 667 0400
Collagen Solutions Plc)
Stephen Kane
Christopher McAuliffe
Cenkos Securities plc Tel: +44 (0) 207
(Nominated Adviser and Broker to Collagen Solutions 397 8900
Plc)
Giles Balleny (Corporate Finance)
Stephen Keys
Walbrook PR Ltd Tel: +44 (0) 207
(Financial PR adviser to Collagen Solutions Plc) 933 8780
Anna Dunphy or collagen@walbrookpr.com
Mob: +44 (0) 7876
741 001
Important Notice
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to RDI 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 RDI
for providing the protections afforded to clients of Strand Hanson
Limited nor for providing advice in relation to the Offer, the
contents of this announcement or any other matter referred to
herein. Neither Strand Hanson Limited nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Strand Hanson Limited in connection with this
announcement, any statement contained herein or otherwise.
England & Company LLC, through its wholly owned subsidiary,
England Securities, LLC, is acting as joint financial adviser to
Collagen 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 Collagen for providing the protections
afforded to clients of England & Company LLC nor for providing
advice in relation to the Offer, the contents of this announcement
or any other matter referred to herein. Neither England &
Company LLC nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of England
& Company LLC in connection with this announcement, any
statement contained herein or otherwise.
Goodbody Stockbrokers UC, trading as Goodbody, which is
regulated in Ireland by the Central Bank of Ireland and in the UK
by the Financial Conduct Authority, is acting as sole Rule 3
adviser and joint financial adviser to Collagen 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
Collagen for providing the protections afforded to clients of
Goodbody Stockbrokers UC nor for providing advice in relation to
the Offer, the contents of this announcement or any other matter
referred to herein. Neither Goodbody Stockbrokers UC nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Goodbody Stockbrokers UC in
connection with this announcement, any statement contained herein
or otherwise.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as nominated adviser and broker to Collagen 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
Collagen for providing the protections afforded to clients of
Cenkos Securities plc nor for providing advice in relation to the
Offer, the contents of this announcement or any other matter
referred to herein. Neither Cenkos Securities plc nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Cenkos Securities plc in connection
with this announcement, any statement contained herein or
otherwise.
COLLAGEN SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT
CAREFULLY. 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 OFFER IS BEING MADE SOLELY
BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND
CONDITIONS OF THE OFFER AND, IN THE CASE OF COLLAGEN SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE OF THE
OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED
IN THE OFFER DOCUMENT.
Overseas jurisdictions
The availability of the Offer and 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. In particular, the
ability of persons who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of the
relevant jurisdictions in which they are located.
This announcement has been prepared for the purposes of
complying with English law, the Code and the AIM Rules and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws and regulations of jurisdictions outside the United
Kingdom.
The Offer will be implemented in accordance with applicable
English law and will be subject to the applicable requirements of
the Code, the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority, the Panel and the rules of the London
Stock Exchange (including the AIM Rules).
Unless otherwise determined by RDI or required by the Code, and
permitted by applicable law and regulation, the Offer will not be
made available directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may accept the Offer from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement, the Offer Document, the
Form of Acceptance and all other documents relating to the Offer
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction where to do so would violate the laws in
that 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 where to do so would violate the laws in such
jurisdictions. All persons receiving this announcement (including,
without limitation, custodians, nominees and trustees) should
observe these restrictions and any applicable legal or regulatory
requirements of their jurisdiction and must not mail or otherwise
forward, send or distribute this announcement in, into or from any
Restricted Jurisdiction where to do so would violate the laws in
that 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.
US shareholders
The O er is being made for the securities of an English company
and is being made in the United States in compliance with, and in
reliance on, Section 14(e) of the United States Securities Exchange
Act of 1934 (the "Exchange Act"), Regulation 14E thereunder, and
the exemption therefrom provided by Rule 14d-1(d) under the
Exchange Act. The O er is being made in the United States by RDI
and no one else. The O er is subject to disclosure and procedural
requirements of the United Kingdom which are di erent from those in
the United States. In addition, the payment and settlement
procedures with respect to the O er will comply with the relevant
UK rules, which di er from US payment and settlement procedures.
Neither the United States Securities Exchange Commission, nor any
securities commission of any state or other jurisdiction of the
United States, will approve the O er or review or comment on the
adequacy or completeness of the Offer Document.
The receipt of cash pursuant to the O er may have tax
consequences in the United States and under other applicable tax
laws and such consequences, if any, are not described herein. US
Shareholders are urged to consult with their own legal, tax and
nancial advisers in connection with making a decision regarding the
O er.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice, RDI or nominees or brokers of RDI (acting as agents) or
their respective a liates may from time to time make certain
purchases of, or arrangements to purchase, Collagen Shares or other
Collagen securities other than pursuant to the O er at any time
prior to completion of the O er. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any such purchases, or arrangements to
purchase, will comply with all applicable requirements of the Code,
the AIM Rules and Regulation 14E under the US Exchange Act
including Rule 14e-5, to the extent applicable. To the extent
required to be disclosed in accordance with applicable regulatory
requirements, information about any such purchases will be
disclosed on a next day basis to the Panel and will be available
from a Regulatory Information Service.
Canadian shareholders
The enforcement by holders of Collagen Shares in Canada,
resident in Canada or with a registered address in Canada, and any
custodian, nominee or trustee holding Collagen Shares for persons
in Canada or with a registered address in Canada (collectively,
"Canadian Shareholders") of civil liabilities under Canadian
securities laws, to the extent applicable, may be affected
adversely by the fact that each of the Company and RDI is
incorporated or organised under the laws of a jurisdiction other
than Canada, that some or all of their respective officers and
directors are and will be residents of countries other than Canada,
and that all or a substantial portion of the assets of the Company,
RDI and such persons are and will be located outside Canada. As a
result, it may be difficult or impossible for Canadian Shareholders
to effect service of process within Canada upon the Company, RDI or
their respective officers or directors, or to realise against them,
upon judgments of courts of Canada predicated upon liabilities
under Canadian securities laws.
Canadian Shareholders should be aware that the Offer described
in the Offer Document may have tax consequences in Canada and
should consult their own tax advisers to determine the particular
tax consequences to them of the Offer in light of their particular
circumstances, as well as any tax consequences that may arise under
the laws of any other relevant foreign, state, local or other
taxing jurisdiction.
Further details in relation to Overseas Shareholders are
contained in the Offer Document.
Dealing and Opening Position 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
Collagen 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) Collagen 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 Collagen 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 Collagen or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant
securities of Collagen 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) Collagen 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 Collagen 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 Collagen and
by any offeror and Dealing Disclosures must also be made by
Collagen, 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 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.
Publication on a website and availability of hard copies
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Collagen's website at
https://ir.collagensolutions.com/content/investors/takeover-documentation
by no later than 12.00 noon (London time) on the Business Day
following this announcement.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks on such website is incorporated into, or forms part of,
this announcement.
Collagen Shareholders may request a hard copy of this
announcement (and any information incorporated by reference in this
announcement) free of charge by contacting the Receiving Agent,
Neville Registrars, on telephone number 0121 585 1131 from within
the UK or +44 (0) 121 585 1131 if calling from outside the UK or by
writing to Neville Registrars at Neville House, Steelpark Road,
Halesowen, B62 8HD stating their name, and the address to which the
hard copy version(s) should be sent. Lines are open from 9.00 a.m.
to 5.00 p.m. (London time) Monday to Friday (excluding public
holidays in England and Wales). Collagen Shareholders may also
request that all future documents, announcements and information to
be sent to them in relation to the Offer should be in hard copy
form. If you have received this announcement in electronic form,
hard copies of this announcement and any document or information
incorporated by reference into this announcement will not be
provided unless such a request is made.
END
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END
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September 14, 2020 06:00 ET (10:00 GMT)
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