TIDMCRG
RNS Number : 2002R
2IL Orthopaedics Limited
15 November 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
15 November 2012
2IL ORTHOPAEDICS LIMITED
POSTING OF OFFER DOCUMENT
Further to the announcement made on 12 November 2012 by 2IL
Orthopaedics Limited ("2IL") in connection with its recommended
cash offer for Corin Group plc, 2IL announces that the Offer
Document, which contains, inter alia, the full terms and conditions
of the Offer and procedures for acceptance of the Offer, was posted
to Corin Shareholders, persons with information rights and other
relevant persons, on 14 November 2012, together with the Form of
Acceptance.
Terms used in this announcement have the meanings given to them
in the Offer Document unless stated otherwise.
The Offer will initially remain open for acceptance until 1.00
p.m. on 5 December 2012. Although no revision is envisaged, if the
Offer is revised it will remain open for acceptance for a period of
at least 14 days (or such other period as may be permitted by the
Panel) from the date of posting of written notification of the
revision to Corin Shareholders.
To accept the Offer in respect of Corin Shares in certificated
form (that is, NOT in CREST), the Form of Acceptance should be
returned as soon as possible and, in any event, so as to be
received by post or (during normal business hours only) by hand by
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU no later than 1.00 p.m. on 5 December
2012.
To accept the Offer in respect of Corin Shares in uncertificated
form (that is, in CREST), the procedure for Electronic Acceptance
through CREST should be followed so that the TTE instruction
settles as soon as possible and, in any event, no later than 1.00
p.m. on 5 December 2012.
A copy of the Offer Document will be available free of charge,
subject to certain restrictions relating to persons resident in the
United States, Canada, Australia and Japan, for inspection on
Corin's website at www.coringroup.com during the course of the
Offer.
Enquiries
Panmure Gordon, financial adviser + 44 (0)20 7886
to 2IL 2500
Tim Linacre
Giles Stewart
Callum Stewart
+ 44 (0)1285
Corin Group plc 659 866
Linda Wilding, Chairman
Peter Huntley, CEO
Rothschild, financial adviser + 44 (0)20 7280
to Corin 5000
Julian Hudson
James Lyons
College Hill, public relations +44 (0) 20 7457
adviser to Corin 2020
Adrian Duffield
Rozi Morris
+44 (0)20 7260
Numis Securities, broker to Corin 1000
Michael Meade
James Black
Rupert Krefting
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of, any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Offer will be effected solely
through the Offer Document, which, together with the Form of
Acceptance (in relation to Corin Shareholders holding shares in
certificated form only) contains the full details, terms and
conditions of the Offer, including the details of how to accept the
Offer. This announcement has been issued by and is the sole
responsibility of 2IL.
Any decision regarding the Offer should be made only on the
basis of information referred to in the Offer Document and the Form
of Acceptance which was despatched on 14 November 2012 to Corin
Shareholders, persons with information rights and, for information
only, to participants in the Corin Share Incentive Schemes.
Please be aware that addresses, electronic addresses and certain
other information provided by Corin Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Corin may be provided to 2IL
during the Offer Period as required under Section 4 of Appendix 4
to the Takeover Code.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for 2IL and no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than 2IL
for providing the protections afforded to clients of Panmure Gordon
nor for providing advice in connection with the Offer or this
announcement or any matter referred to herein.
Rothschild, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Corin and no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than Corin
for providing the protections afforded to clients of Rothschild nor
for providing advice in connection with the Offer or this
announcement or any matter referred to herein.
Numis Securities, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Corin and no one else in connection with the Offer
and this announcement and is not advising, or acting for, any other
person and will not be responsible to anyone other than Corin for
providing the protections afforded to clients of Numis Securities
nor for providing advice in connection with the Offer or for any
matter referred to herein.
Overseas Shareholders
The Offer will not be made, directly or indirectly, in or into,
or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of, the United States, Canada, Australia or
Japan, and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facility or from within the United
States, Canada, Australia or Japan. Accordingly, copies of this
announcement and any other related document will not be, and must
not be, directly or indirectly, mailed or otherwise distributed or
sent in or into the United States, Canada, Australia or Japan and
persons receiving such documents (including custodians, nominees
and trustees) must not distribute or send them in, into or from
such jurisdictions as doing so may violate the laws of such
jurisdictions and may make invalid any purported acceptance of the
Offer by persons in any such jurisdiction.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code, 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 UK.
Publication of this announcement
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in the United
States, Canada, Australia and Japan, on www.coringroup.com by no
later than 12 noon on 15 November 2012.
Neither the contents of Corin's website nor the contents of any
website accessible from hyperlinks on such website (or any other
website) is incorporated into, or forms part of, this announcement
nor, unless previously published by means of a recognised
information service, should any such content be relied upon in
reaching a decision regarding the matters referred to in this
announcement.
The Offer is subject to the provisions of the Takeover Code. In
accordance with Rule 30.4 of the City Code on Takeovers and Mergers
(the "Takeover Code"), a copy of this announcement will be
published on Corin's website at www.coringroup.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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