TIDMORPH
RNS Number : 0357Z
Open Orphan PLC
07 January 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF ANY SUCH JURISDICTION
7 January 2020
Recommended All Equity Offer
for
HVIVO PLC ("HVIVO")
to merge with
OPEN ORPHAN PLC ("OPEN ORPHAN")
Publication and Posting of Rule 15 Proposals
On 9 December 2019, the boards of Open Orphan and hVIVO
announced that they had reached agreement on the terms of a
recommended all-equity offer for the entire issued and to be issued
share capital of hVIVO (the "Offer"). Under the terms of the Offer,
hVIVO Shareholders will be entitled to receive 2.47 New Open Orphan
Shares for every one hVIVO Share. The Offer represents a value of
approximately 15.56 pence per hVIVO Share and a premium of 33.8 per
cent. based upon the hVIVO Closing Price on 6 December 2019, being
the last practicable date prior to announcement of the Offer,
valuing hVIVO at approximately GBP12.96 million.
Open Orphan announces in connection with the Offer the issuance
of an appropriate offer to holders of outstanding hVIVO Options
previously granted by hVIVO pursuant to the terms of the hVIVO LTIP
in accordance with Rule 15 of the Takeover Code to provide
information regarding how the Offer will affect such hVIVO Options
(the "Rule 15 Letters"). The Rule 15 Letters are being made
available for inspection, subject to certain restrictions
applicable to persons in Restricted Jurisdictions, on
https://www.openorphan.com/recommended-offer-for-hvivo-plc and on
https://hvivo.com/investors/recommended-all-equity-offer-for-hvivo-to-merge-with-open-orphan-plc/.
For the avoidance of doubt, the content of such websites is not
incorporated into, and does not form part of, this
announcement.
Given the financial terms of the Offer, none of the options
issued under the other two hVIVO Share Schemes has a value on a
"see-through" basis and, accordingly, Open Orphan is not required
to make a proposal in accordance with Rule 15 of the Takeover Code
to holders of those hVIVO Options.
The full terms and conditions of the Offer are set out in full
in the offer document published by Open Orphan on 9 December 2019
(the "Offer Document"). Terms and expressions used in this
announcement shall, unless defined herein or unless the context
otherwise requires, have the same meanings as given to them in the
Offer Document, a copy of which is available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Open Orphan's website at
https://www.openorphan.com/recommended-offer-for-hvivo-plc and
hVIVO's website at
https://hvivo.com/investors/recommended-all-equity-offer-for-hvivo-to-merge-with-open-orphan-plc/.
Enquiries:
Open Orphan plc
Cathal Friel, Chief Executive Officer +353 (0)1 644 0007
Arden Partners plc (Nominated Adviser and
Joint Broker) +44 (0)20 7614
John Llewellyn-Lloyd / Ben Cryer 5900
JE Davy (Euronext Adviser and Joint Broker)
Anthony Farrell +353 (0)1 679 6363
Important Information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy, otherwise acquire, subscribe for,
sell or otherwise dispose of any securities, pursuant to the
Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale, issuance or
exchange would be unlawful. This announcement does not constitute a
prospectus or prospectus equivalent document.
Arden Partners plc, which, in the United Kingdom, is authorised
and regulated by the Financial Conduct Authority, is acting
exclusively for Open Orphan and no one else in connection with this
announcement and the matters referred to herein and will not be
responsible to anyone other than Open Orphan for providing the
protections afforded to clients of Arden Partners plc nor for
providing advice in relation to the contents of this announcement
and the matters referred to herein. Arden Partners plc has given
and not withdrawn its consent to the inclusion in this announcement
of reference to its advice to the Open Orphan Directors in the form
and context in which it appears.
Davy, which is authorised and regulated in Ireland by the
Central Bank of Ireland, has been appointed as Euronext Growth
Advisor (pursuant to the Euronext Growth Rules) and broker to the
Company. Davy is acting exclusively for the Company in connection
with arrangements described in this announcement and is not acting
for any other person and will not be responsible to any person for
providing the protections afforded to customers of Davy or for
advising any other person in connection with the arrangements
described in this announcement. In accordance with the Euronext
Growth Rules and Rules for Euronext Growth Advisors, Davy has
confirmed to Euronext Dublin that it has satisfied itself that the
Directors have received advice and guidance as to the nature of
their responsibilities and obligations to ensure compliance by the
Company with the Euronext Growth Rules. Davy accepts no liability
whatsoever for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information, for which it is not responsible. Davy has not
authorised the contents of, or any part of, this announcement and
no liability whatsoever is accepted by Davy for the accuracy of any
information or opinions contained in this announcement or for the
omission of any information from this announcement.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
assent their hVIVO Shares to the Offer, to execute and deliver
Forms of Acceptance or to accept the proposals set out in the Rule
15 Letters, may be affected by the laws of the relevant
jurisdictions in which they are located. This announcement has been
prepared for the purpose of complying with English law and the 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 United
Kingdom.
Copies of this announcement and any formal documentation
relating to the Offer (including the Rule 15 Letters) are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction.
Please be aware that addresses, electronic addresses and certain
other information provided by hVIVO Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from hVIVO may be provided to Open Orphan during the
Offer Period as required under Section 4 of Appendix 4 of the
Code.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of an offeree company 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) the offeree company;
and (ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) of the Takeover Code
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 the offeree company
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 Takeover Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company 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) the offeree company; and (ii) any
securities exchange offeror(s), except to the extent that these
details have previously been disclosed under Rule 8 of the Takeover
Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the
Takeover Code 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 an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Takeover Code).
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 website
A copy of this announcement will be available, free of charge
(subject to any applicable restrictions relating to persons
resident in Restricted Jurisdictions), for inspection on Open
Orphan's website at
https://www.openorphan.com/recommended-offer-for-hvivo-plc by no
later than 12 noon on the Business Day following the publication of
this announcement.
For the avoidance of doubt, neither the content of any website
referred to in this announcement nor the content of any website
accessible from hyperlinks is incorporated into, or forms part of,
this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ODPEALFXEFEEEFA
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