2IL Orthopaedics Limited Offer Declared Wholly Unconditional (2136U)

TIDMCRG

RNS Number : 2136U

2IL Orthopaedics Limited

24 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

24 December 2012

RECOMMENDED CASH OFFER

2IL ORTHOPAEDICS LIMITED

For

CORIN GROUP PLC

OFFER DECLARED WHOLLY UNCONDITIONAL

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 Declared Wholly Unconditional

As at 1 p.m. on 21 December 2012, 2IL has received valid acceptances of the Offer in respect of a total of 38,948,185 Corin Shares, representing approximately 91.03 per cent. of the existing issued share capital of Corin.

2IL confirms that all conditions to the Offer have been satisfied or waived and that, accordingly, the Offer is today declared wholly unconditional in all respects.

The Offer will remain open for acceptances until further notice. All other terms and conditions as outlined in the Offer Document still apply.

Settlement

The consideration to which any Corin Shareholder is entitled under the Offer will be settled (i) in the case of valid acceptances received on or before the date of this announcement, on or before 28 December 2012; and (ii) in the case of valid acceptances received after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.

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

As 2IL is in receipt of valid acceptances in respect of more than 75 per cent. of the existing issued share capital of Corin and the Offer has been declared wholly unconditional, the 20 Business Days' notice period for the cancellation of the admission to trading of Corin Shares on the London Stock Exchange's market for listed securities and the admission to listing of such securities on the UKLA's Official List has commenced. It is anticipated that cancellation of listing and trading will take effect no earlier than 8.00 a.m. (London time) on 16 January 2013.

Delisting will significantly reduce the liquidity and marketability of Corin Shares not assented to the Offer.

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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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