COS Collagen Solutions Plc

TIDMCOS

RNS Number : 6228C

Rosen's Diversified Inc

20 October 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

20 October 2020

RECOMMED CASH OFFER

for

COLLAGEN SOLUTIONS PLC

by

ROSEN'S DIVERSIFIED, INC .

OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

Introduction

On 14 September 2020, Rosen's Diversified, Inc. ("RDI") made a recommended cash offer to acquire the entire issued and to be issued ordinary share capital of Collagen Solutions plc ("Collagen" or the "Company") not already owned by RDI. Under the terms of the Offer, Collagen Shareholders who accept the Offer are entitled to receive, for each Collagen Share held, 6.5 pence in cash. The document setting out the full terms of, and Conditions to, the Offer (the "Offer Document") was posted to Collagen Shareholders on 14 September 2020.

RDI announces that all the conditions of the Offer have now been either satisfied or waived. Accordingly, the Offer is hereby declared unconditional in all respects and will remain open for acceptance until further notice. At least 14 days' notice will be given if RDI decides to close the Offer.

Level of acceptances

RDI announces that as at 1.00 p.m. (London time) on Monday, 19 October 2020, being the second closing date of the Offer, valid acceptances of the Offer had been received in respect of 330,251,386 Collagen Shares, representing approximately 73.90 per cent. of Collagen's existing issued ordinary share capital and approximately 90.91 per cent. of the Collagen Shares to which the Offer relates. So far as RDI is aware, none of these acceptances have been received from any persons acting, or deemed to be acting, in concert with RDI.

Prior to the publication of the Offer Document, RDI had received irrevocable undertakings to accept (or procure the acceptance of) the Offer from the Independent Collagen Directors who beneficially hold or control Collagen Shares. RDI had also received irrevocable undertakings to accept (or procure the acceptance of) its Offer from certain institutional and other Collagen Shareholders.

Together, these irrevocable undertakings related to, in aggregate, 192,081,234 Collagen Shares, representing approximately 42.98 per cent. of the existing issued ordinary share capital of Collagen.

Valid acceptances have been received in respect of all of the Collagen Shares which were the subject of such irrevocable undertakings, save for the fact that Rathbone Investment Management Limited ("Rathbone") accepted for 11,956,500 Collagen Shares, being 210,000 Collagen Shares less than provided for in Rathbone's irrevocable undertaking. RDI has accepted this lower number, as it covers all the Collagen Shares held by Rathbone, over which Rathbone had the discretion to accept the Offer.

As a result, acceptances have been received in respect of irrevocable undertakings representing, in aggregate, 191,871,234 Collagen Shares, representing approximately 42.94 per cent. of the existing issued ordinary share capital of Collagen.

Prior to the announcement of the Offer, RDI already owned 83,600,000 Collagen Shares, representing approximately 18.71 per cent. of Collagen's existing issued ordinary share capital.

Accordingly, the total number of Collagen Shares in respect of which valid acceptances of the Offer have been received is 330,251,386 Collagen Shares, representing approximately 73.90 per cent. of Collagen's existing issued ordinary share capital and approximately 90.91 per cent. of the Collagen Shares to which the Offer relates.

Furthermore, the total number of Collagen Shares already owned by RDI, together with those in respect of which valid acceptances of the Offer have been received, is therefore 413,851,386 Collagen Shares representing approximately 92.61 per cent. of Collagen's existing issued ordinary share capital.

Save as disclosed in this announcement, neither RDI nor the RDI Directors nor any person acting, or deemed to be acting, in concert with RDI for the purposes of the Offer has any interest in relevant securities of Collagen, or holds any right to subscribe for any relevant securities of Collagen, or holds any short positions (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, in any relevant securities of Collagen, or is party to any agreement to sell or to deliver any relevant securities of Collagen, or holds any right to require another person to purchase or take delivery of any relevant securities of Collagen or has during the Offer Period borrowed or lent any relevant securities of Collagen.

Settlement of consideration

Settlement of the consideration to which any Collagen Shareholder is entitled under the Offer is expected to be dispatched (or credited through CREST) to validly accepting Collagen Shareholders: (i) in the case of acceptances received, complete in all respects, on or before the date of this announcement, within 14 days of this announcement; or (ii) in the case of acceptances received, complete in all respects, after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, and in either case in the manner described in paragraph 12 of the letter from RDI to Collagen Shareholders set out in Part II of the Offer Document.

Cancellation of admission to trading on AIM and compulsory acquisition

Since RDI has now received acceptances under the Offer in respect of more than 90 per cent. of the Collagen Shares to which the Offer relates, RDI intends to exercise its rights pursuant to the provisions of sections 974 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily the remaining Collagen Shares, in respect of which the Offer has not been accepted, on the same terms as the Offer. A further announcement will be made in relation to the despatch of compulsory acquisition notices in due course.

Further, as stated in the Offer Document, RDI confirms that, since the Offer has now been declared unconditional in all respects and RDI has, by virtue of acceptances of the Offer acquired, or agreed to acquire, Collagen Shares which, together with Collagen Shares already owned by RDI represent more than 75 per cent. of the voting rights attaching to the ordinary share capital of Collagen, it intends to take steps to procure, as soon as practicable, the making of an application by Collagen to London Stock Exchange plc for the cancellation of the admission to trading of Collagen Shares on AIM and a further announcement will be made giving at least 20 Business Days' notice prior to such cancellation. It is also anticipated that, after the cancellation of admission to trading on AIM of Collagen Shares, Collagen will be re-registered as a private limited company under the relevant provisions of the Companies Act 2006.

Collagen Shareholders are strongly recommended to accept the Offer as the cancellation of admission to trading of Collagen Shares on AIM will significantly reduce the liquidity and marketability of any Collagen Shares in respect of which the Offer has not been accepted at that time .

Further acceptance of the Offer

The Offer will remain open for acceptance until further notice. RDI will give not less than 14 days' notice in writing to Collagen Shareholders who have not accepted the Offer that the Offer will remain open for such period before closing it.

Collagen Shareholders who wish to accept the Offer, but who have not yet done so, in respect of Collagen Shares held in certificated form (that is, not in CREST), should complete, sign, have witnessed (as required) and return their Form of Acceptance along with their valid original share certificate(s) and/or any other relevant document(s) of title, in accordance with the instructions set out in the Offer Document and on the Form of Acceptance, by post or by hand (during normal business hours only) to the Receiving Agent, Neville Registrars, at Neville House, Steelpark Road, Halesowen, B62 8HD, as soon as possible.

Collagen Shareholders who wish to accept the Offer, but who have not yet done so, in respect of Collagen Shares held in uncertificated form (that is, in CREST), should read paragraph 12 of the letter from RDI to Collagen Shareholders set out in Part II of the Offer Document and Part E of Appendix I to the Offer Document and follow the procedure for Electronic Acceptance set out therein so that the TTE instruction settles as soon as possible.

Collagen Shareholders who hold their Collagen Shares as a CREST sponsored member should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction(s) to Euroclear.

Subject to certain restrictions relating to persons in any Restricted Jurisdiction, any Collagen Shareholder, person with information rights and any other person entitled to receive this announcement may request hard copies of this announcement, the Offer Document and additional forms of acceptance by contacting the Receiving Agent, Neville Registrars, on 0121 585 1131 from within the UK or +44 (0) 121 585 1131 if calling from outside the UK or by submitting a request in writing to Neville Registrars at Neville House, Steelpark Road, Halesowen, B62 8HD, stating their name and the address to which the hardcopy version(s) should be sent. Calls are charged at your network provider's standard rate and may be included within your plan but will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 a.m. to 5.00 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). Calls may be recorded and randomly monitored for security and training purposes. Please note that Neville Registrars cannot provide advice on the merits of the Offer nor give any financial, tax, investment or legal advice. 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 hardcopy form. Unless you have previously elected to receive hard copies of any such documents, announcements or information, hard copies shall not be sent to you but you may request them.

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 will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Collagen's website at https://ir.collagensolutions.com/content/investors/ takeover-documentation until the end of the Offer Period. For the avoidance of doubt, the contents of the website 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) 20 
  (Financial Adviser to Rosen's Diversified, Inc.)         7409 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) 20 
  (Financial PR adviser to Collagen Solutions Plc)         7933 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 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. 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 is being implemented in accordance with applicable English law and is 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 is not being made available directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of 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 unless otherwise determined by RDI and as permitted by applicable law 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. 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. 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.

Publication on a website

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 (UK 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.

END

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October 20, 2020 02:00 ET (06:00 GMT)