TIDMSBS
RNS Number : 4877H
Source BioScience PLC
18 August 2016
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction
(including the united states of america) where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
18 August 2016
RECOMMED CASH OFFER
FOR
SOURCE BIOSCIENCE PLC
BY
SHERWOOD HOLDINGS LIMITED
Posting of Scheme Document
On 29 July 2016, the boards of directors of Source BioScience
and Sherwood announced that they had reached agreement on the terms
of a recommended cash offer under which Sherwood intends to acquire
the entire issued and to be issued ordinary share capital of Source
BioScience for 18 pence in cash per Scheme Share held. It was also
announced that the Acquisition would be effected by means of a
scheme of arrangement under Part 26 of the Act and include an
Unlisted Securities Alternative.
Further to that announcement, the boards of Source BioScience
and Sherwood are pleased to announce that the Scheme Document
relating to the Acquisition was posted yesterday to Source
BioScience Shareholders. The Scheme Document contains, inter alia,
the full terms and conditions of the Scheme, an explanatory
statement pursuant to section 897 of the Act, the expected
timetable of principal events and details of the actions to be
taken by Source BioScience Shareholders.
As described in the Scheme Document, to become Effective, the
Scheme must be approved at the Court Meeting; special resolutions
must be passed at the General Meeting; and the Scheme must
subsequently be sanctioned and confirmed by the Court. Both the
Court Meeting and the General Meeting will be held at 1 Orchard
Place, Nottingham Business Park, Nottingham, Nottinghamshire NG8
6PX on 9 September 2016 with the Court Meeting to commence at 10.00
a.m. and the General Meeting to commence at 10.10 a.m. (or as soon
thereafter as the Court Meeting is concluded or adjourned). Notices
of the Court Meeting and the General Meeting are set out in the
Scheme Document.
The Scheme Document, together with information incorporated into
it by reference to another source, will be available free of
charge, subject to any applicable restrictions relating to persons
resident in Restricted Jurisdictions, on the investor section of
Source BioScience's website at www.sourcebioscience.com and on
Continental's website at www.continentalip.ch during the course of
the Offer Period.
The expected timetable of principal events is as follows:
Event Time and/or date
Latest time for lodging PINK 10.00 a.m. on 7 September
Forms of Proxy/CREST Proxy 2016(1)
instructions for the Court
Meeting
Latest time for lodging WHITE 10.10 a.m. on 7 September
Forms of Proxy/CREST Proxy 2016
instructions for the General
Meeting
Voting Record Time for Court 6.30 p.m. on 7 September
Meeting and General Meeting 2016(2)
Court Meeting 10.00 a.m. on 9 September
2016
General Meeting 10.10 a.m. on 9 September
2016(3)
The following dates are indicative only and are
subject to change (please refer to note 5 below):
Scheme Court Hearing 13 September 2016
Latest time for withdrawals 2.00 p.m. on 14 September
of elections in respect of 2016
the Unlisted Securities Alternative
Latest time for lodging YELLOW 6.00 p.m. on 14 September
Forms of Election / settlement 2016
of TTE Instructions through
CREST
Last day for dealings in, registrations 14 September 2016(6)
of transfers of and disablement
in CREST of, Source BioScience
Shares
Scheme Record Time 6.00 p.m. on 14 September
2016
Effective Date 15 September 2016
De-listing of Source BioScience 7.00 a.m. on the
Shares Business Day following
the Effective Date
Despatch of cheques and certificates Within 14 days of
in respect of Sherwood Share the Effective Date(4)
Units and crediting of CREST
accounts for Cash Consideration
due under the Scheme
Notes:
1. The pink Form of Proxy for the Court Meeting may,
alternatively, be handed to Equiniti Limited or the Chairman of the
Court Meeting before the start of the Court Meeting. However, it is
requested that, if possible, pink Forms of Proxy be lodged at least
48 hours (excluding any part of such 48-hour period falling on a
weekend or a public holiday in the UK) before the time appointed
for the Court Meeting.
2. If either of the Meetings is adjourned, then the Voting
Record Time for the relevant reconvened Meeting will be 6.30 p.m.
on the date two days before the date set for the relevant
reconvened Meeting.
3. If the Court Meeting has not been concluded or adjourned
prior to the scheduled commencement of the General Meeting, the
commencement of the General Meeting will be delayed until the Court
Meeting has been concluded or adjourned.
4. The latest date for dispatch of the Cash Consideration and
certificates in respect of the Sherwood Share Units is 14 days
after the Effective Date.
5. These times and dates are indicative only and will depend,
amongst other things, on the date upon which the Court sanctions
the Scheme and the date on which the Conditions set out in Part III
of the Scheme Document are satisfied or (if capable of waiver)
waived. If any of the expected dates change, Source BioScience
will, unless the Panel otherwise consents, give notice of the
change by issuing an announcement through a Regulatory Information
Service and/or sending a further circular to Source BioScience
Shareholders.
6. Source BioScience Shares released, transferred or issued
under the Source BioScience Share Option Schemes may be registered
after this date.
Source BioScience Shareholders should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
A copy of this announcement and the Scheme Document will be made
available on the investor section of Source BioScience's website at
www.sourcebioscience.com and on Continental's website at
www.continentalip.ch during the course of the Offer Period.
Enquiries:
Sherwood Holdings Limited Tel: +41 (0)
Marco Fumagalli, Director 91 225 25 60
Christopher Mills, Director
Strand Hanson Limited Tel: +44 (0)
(Financial Adviser to Continental, 207 409 3494
Harwood Capital and Sherwood)
Stuart Faulkner
Matthew Chandler
James Dance
Source BioScience plc Tel: +44 (0)
Laurie Turnbull, Chairman 115 973 9010
Dr Nick Ash, CEO
Nplus1 Singer Advisory LLP Tel: +44 (0)
(Financial Adviser and Broker to 207 496 3000
Source BioScience)
Nic Hellyer
James White
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Sherwood, Continental and
Harwood Capital 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 Sherwood, Continental and Harwood
Capital for providing the protections afforded to clients of Strand
Hanson Limited or for providing advice in relation to the Offer,
the contents of this announcement or any other matter referred to
herein.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser and broker to Source BioScience 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
Source BioScience for providing the protections afforded to clients
of N+1 Singer or for providing advice in relation to the Offer, the
contents of this announcement or any other matter referred to
herein.
You may request a hard copy of this announcement or the Scheme
Document, free of charge and/or any information incorporated into
them by reference to another source, by calling the Shareholder
Helpline on 0333 207 6399 from within the UK or on +44 121 415 0973
if calling from outside the UK or by writing to Equiniti Limited at
Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA stating
your name, and the address to which the hard copy version should be
sent. Calls to the Shareholder Helpline are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. The
helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. You may also
request that all future documents, announcements and information to
be sent to you in relation to the Offer should be in hard copy
form. Unless you have previously elected to receive hard copies of
any such documents, announcements or information, hard copies shall
not be sent but you may request them.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED 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 will be subject to the Conditions and to the further
terms and conditions set out in the Scheme Document. The Offer is
being made solely through the Scheme Document, which contains the
full terms and conditions of the Offer, including details of how to
vote in respect of the Offer. Any vote in relation to the Offer
should be made only on the basis of the information contained in
the Scheme Document. Source BioScience Shareholders are advised to
read the Scheme Document carefully.
Overseas Shareholders
The availability of the Offer, the Unlisted Securities
Alternative 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. 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. Copies of this announcement and any formal
documentation relating to the Offer is 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, into or from any Restricted Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law, the Code and the Listing 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 of jurisdictions outside the United Kingdom.
The issue of Sherwood Share Units to holders of Scheme Shares in
Restricted Jurisdictions would necessitate compliance with special
requirements under the laws of the Restricted Jurisdictions.
Accordingly, the Unlisted Securities Alternative is not being made
available to Restricted Overseas Shareholders who shall receive
cash, notwithstanding any election made by them for the Unlisted
Securities Alternative.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of Source
BioScience 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) Source BioScience and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) 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 Source BioScience 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 Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of Source BioScience or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of Source BioScience 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) Source BioScience and (ii) any securities exchange offeror(s),
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 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 Source BioScience or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by Source
BioScience and by any offeror and Dealing Disclosures must also be
made by Source BioScience, by any offeror and by any persons acting
in concert with any of them (see Rules 8.1, 8.2 and 8.4).
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 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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