TIDMCRG
RNS Number : 4030T
2IL Orthopaedics Limited
12 December 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
12 December 2012
RECOMMENDED CASH OFFER
By
2IL ORTHOPAEDICS LIMITED
For
CORIN GROUP PLC
OFFER EXTENDED
Introduction
On 12 November 2012, the Boards of 2IL Orthopaedics Limited
("2IL") and Corin Group PLC ("Corin") announced that they had
reached an agreement on the terms of a recommended cash offer to be
made by 2IL for the entire issued and to be issued ordinary share
capital of Corin (the "Offer").
On 11 December 2012, 2IL announced that the Offer had become
unconditional as to acceptances.
Offer Extended
2IL announces that it has chosen to extend the Offer until 1
p.m. on 21 December 2012. 2IL reserves the right to further extend
the Offer in its absolute discretion.
Level of Acceptances
2IL announces that, as at 1 p.m. on 12 December 2012, 2IL had
received valid acceptances of the Offer in respect of a total of
38,145,503 Corin Shares, representing approximately 89.15 per cent.
of the existing issued share capital of Corin.
These acceptances include all Corin Shares which were subject to
an irrevocable commitment or letter of intent to accept the Offer
procured by 2IL.
Neither 2IL nor any person acting on concert with 2IL for the
purposes of the Offer held any Corin Shares (or rights over such
shares) before 6 November 2012, the first day of the Offer Period,
nor has any such person acquired or agreed to acquire any such
shares (or rights over such shares) since the commencement of the
Offer Period. Neither 2IL nor any person acting on concert with 2IL
for the purposes of the Offer borrowed or lent any Corin Shares
before 6 November 2012, the first day of the Offer Period, nor has
any such person borrowed or lent any Corin Shares since the
commencement of the Offer Period.
Acceptance of the Offer
Corin Shareholders who have not yet accepted the Offer are
encouraged to do so without delay. Acceptances of the Offer should
be received in accordance with the instructions contained in the
Offer Document and (and in the case of shares held in certificated
form) the Form of Acceptance.
The Offer Document and Form of Acceptance (in the case of Corin
Shareholders holding Corin Shares in certificated form) have been
sent to Corin Shareholders in hard copy and are available on the
Corin website (www.coringroup.com), subject to restrictions
relating to persons in certain overseas jurisdictions.
Squeeze-out and De-listing
Upon declaring the Offer wholly unconditional, 2IL will seek to
de-list the Corin Shares as soon as reasonably practicable.
If 2IL receives acceptances under the Offer in respect of,
and/or otherwise acquires, both 90 per cent. or more in value of
the Corin Shares to which the Offer relates and 90 per cent. or
more of the voting rights carried by those shares and assuming that
all of the other conditions of the Offer have been satisfied or
waived (if capable of being waived), 2IL intends to exercise its
rights in accordance with sections 974 to 991 of the 2006 Act to
acquire compulsorily the remaining Corin Shares on the same terms
as the Offer.
Terms used but not defined in this announcement shall have the
meaning given to them in the Offer Document dated 14 November
2012.
Enquiries
Panmure Gordon, financial adviser + 44 (0)20 7886
to 2IL 2500
Hugh Morgan
Giles Stewart
Callum Stewart
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.
Overseas jurisdictions
The Offer is not and 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.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
Offeree company or of any paper bidder must make a Dealing
Disclosure if the person deals in any relevant securities of the
Offeree company or of any paper bidder. 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) the Offeree company and (ii) any
paper bidder, 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 pm
(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 an Offeree company or a paper
bidder, they will be deemed to be a single person for the purpose
of Rule 8.3.
Details of the Offeree and bidder 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 bidder was first
identified. If you are in any doubt as to whether you are required
to make a Dealing Disclosure, you should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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