TIDMSPH
RNS Number : 0645G
Sinclair Pharma PLC
01 November 2018
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 OF
SUCH JURISDICTION
For immediate release
1 NOVEMBER 2018
RECOMMED CASH ACQUISITION
of
Sinclair Pharma plc ("Sinclair ")
by
Huadong Medicine Aesthetics Investment (HongKong) Limited
("Huadong")
(a newly incorporated company indirectly wholly-owned by Huadong
Medicine Co., Ltd. ("HMC"))
Court sanction of the scheme of arrangement
On 28 August 2018, the Boards of Sinclair and Huadong announced
that they had entered into an agreement regarding the terms of a
possible offer by Huadong for the entire issued and to be issued
share capital of the Sinclair at a price of 32 pence per Sinclair
Share subject to the satisfaction of certain pre-conditions.
On 18 September 2018, it was confirmed that these pre-conditions
had been satisfied and, accordingly, on that date, the Sinclair
Independent Directors and Huadong announced that they had reached
agreement on the terms of a recommended cash offer by Huadong to
acquire the entire issued and to be issued share capital of
Sinclair, such acquisition to be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme").
A scheme document sent or otherwise made available to
shareholders of Sinclair (the "Scheme Document"), containing
further information on the Scheme, was published on 1 October 2018.
The Scheme and its implementation were approved on 24 October 2018
at the Court Meeting and the General Meeting.
The Board of Sinclair is pleased to announce that, at a hearing
held earlier today, the Scheme was sanctioned by the Court.
The Scheme remains subject to the delivery to the Registrar of
Companies of the Court Order made at the Court Hearing to sanction
the Scheme. The Scheme is expected to become effective on 5
November 2018 (the "Effective Date") and a further announcement
will be made at that time.
The last day and time for dealings in, and for registrations of
transfers of, Sinclair Shares is 2 November 2018 at 6.00 p.m. (the
"Scheme Record Time"), and trading in the Sinclair Shares on AIM
will be suspended with effect from 7.30 a.m. on 5 November
2018.
It is expected that, subject to the Scheme becoming effective,
the cancellation of the admission to trading of the Sinclair Shares
on AIM will take place at 7.00 a.m. on 6 November 2018.
By 7.00 a.m. on the Business Day following the Effective Date,
share certificates in respect of Sinclair Shares will cease to be
valid and entitlements to Sinclair Shares held within the CREST
system will be cancelled.
Capitalised terms in this announcement ("Announcement"), unless
otherwise defined, have the same meanings as set out in the Scheme
Document.
Enquiries:
Sinclair Pharma plc Tel: +44 (0) 20 7467
6920
Grahame Cook
Chris Spooner
Alan Olby
Andy Crane
Rothschild (Lead Financial Adviser to Sinclair) Tel: +44 (0)20 7280
5000
Dominic Hollamby
Julian Hudson
Josh Johnson
Peel Hunt (Joint Financial Adviser, Nominated Tel: +44(0)20 7418
Adviser and Joint Broker to Sinclair) 8900
James Steel
Michael Nicholson
Oliver Jackson
FTI Consulting (Public Relations Adviser Tel: +44 (0)20 3727
to Sinclair) 1000
Ben Atwell
Brett Pollard
Stephanie Cuthbert
Huadong Medicine Aesthetics Investment Tel: +86 571 89903290
(HongKong) Limited
Bo Chen
Piper Jaffray Ltd (Financial Adviser to Tel: +44 (0)20 7796 8400
Huadong)
Neil Mackison
Graeme Smethurst
Rothschild, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Sinclair and for no-one else in connection with the matters
referred to in this Announcement and will not be responsible to any
person other than Sinclair for providing the protections afforded
to clients of Rothschild, nor for providing advice in relation to
the matters referred to herein. Neither Rothschild nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Rothschild in connection with the matters referred to in this
Announcement, or otherwise.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Sinclair and for no-one else in connection with the matters
referred to in this Announcement and will not be responsible to any
person other than Sinclair for providing the protections afforded
to clients of Peel Hunt, nor for providing advice in relation to
the matters referred to herein. Neither Peel Hunt nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Peel Hunt in connection with the matters referred to in this
Announcement, or otherwise.
Piper Jaffray, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Huadong and for no-one else in connection with the matters
referred to in this Announcement and will not be responsible to any
person other than Huadong for providing the protections afforded to
clients of Piper Jaffray, nor for providing advice in relation to
the matters referred to herein. Neither Piper Jaffray nor any of
its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Piper Jaffray in connection with the matters
referred to in this Announcement, or otherwise.
Jones Day is retained as legal adviser to Huadong.
Eversheds Sutherland (International) LLP is retained as legal
adviser to Sinclair.
IMPORTANT NOTES
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer or
invitation to sell or purchase any securities, or the solicitation
of any offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Acquisition
or otherwise nor shall there be any sale, issuance or transfer of
securities of Sinclair in any jurisdiction in contravention of
applicable law. The Acquisition will be effected solely through the
Scheme Document (or, if the Acquisition is implemented by way of a
Contractual Offer, the offer document) which will contain the full
terms and conditions of the Acquisition. Any vote, decision in
respect of, or other response to, the Scheme (or the Contractual
Offer, if applicable) should be made only on the basis of the
information contained in the Scheme Document (or, if applicable,
the offer document). Each Sinclair Shareholder is urged to consult
its independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to them.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulation and therefore any persons who are subject to
the laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
legal or regulatory requirements. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
Sinclair Shares with respect to the Scheme at the Court Meeting, or
to appoint another person as proxy to vote at the Court Meeting on
their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with
the applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition, disclaim any responsibility or liability for the
violation of such restrictions by any person.
The availability of the Acquisition to persons who are not
resident in the United Kingdom may be restricted by the laws and/or
regulations of the relevant jurisdictions in which they are
located. The Acquisition will not be made available, directly or
indirectly, in, into or from any jurisdiction where to do so would
violate the laws in that jurisdiction. Any persons who are subject
to the laws and regulations of any jurisdiction other than the
United Kingdom should inform themselves about, and observe, any
applicable requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. Further details in relation
to Overseas Shareholders will be contained in the Scheme
Document.
This Announcement has been prepared pursuant to and for the
purpose of complying with the laws of England and Wales, the AIM
Rules, the Code and the Rules of the London Stock Exchange 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 of England and Wales.
Copies of this Announcement and formal documentation relating to
the Acquisition will not be, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction or any jurisdiction where
to do so would violate the laws of that 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. Doing so may
render invalid any related purported vote in respect of the
Acquisition. If the Offer is implemented by way of a Contractual
Offer (unless otherwise permitted by applicable law or regulation),
the Contractual Offer may not be made, directly or indirectly, in
or into or from any Restricted Jurisdiction.
The Acquisition relates to the shares of an English company and
it is proposed to be made by means of a scheme of arrangement
provided for under the laws of England and Wales. The Scheme will
relate to the shares of an English company that is a "foreign
private issuer" as defined under Rule 3b-4 under the US Exchange
Act. A transaction effected by means of a scheme of arrangement is
not subject to the shareholder vote, proxy solicitation and tender
offer rules under the US Exchange Act. Accordingly, the Scheme will
be subject to the disclosure requirements and practices applicable
in the UK to schemes of arrangement, which differ from the
disclosure requirements and practices of US shareholder vote, proxy
solicitation and tender offer rules. Financial information included
in the relevant documentation will have been prepared in accordance
with accounting standards applicable in the UK and may not be
comparable to the financial statements of US companies.
However, if Huadong were to elect to implement the Acquisition
by means of a Contractual Offer, such Contractual Offer will be
made in compliance with all applicable laws and regulations,
including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such Contractual Offer would be made in the US by
Huadong and no one else.
In accordance with normal UK practice, Huadong or its nominees,
or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Sinclair shares,
other than pursuant to the Acquisition, until the date on which the
Scheme (or Contractual Offer, if applicable) becomes Effective,
lapses or is otherwise withdrawn. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.
Please be aware that addresses, electronic addresses and certain
other information provided by Sinclair Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Sinclair may be provided to Huadong during the
Offer Period (as required under Section 4 of Appendix 4 of the
Code) to comply with Rule 2.11(c) of the Code.
Publication on website
Pursuant to Rule 26.1 of the Code, a copy of this Announcement
and other documents in connection with the Acquisition will,
subject to certain restrictions, be available for inspection on
Huadong's website at
http://www.eastchinapharm.com/En/News/Sinclair_Notice and by
Sinclair on its website at
https://www.sinclairpharma.com/investors/recommended-offer-for-the-company
no later than 12.00 noon (London time) on the day following this
Announcement. The contents of the websites referred to in this
Announcement are not incorporated into, and do not form part of,
this Announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement and any information
incorporated into it by reference to another source in hard copy
form. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Acquisition should be in hard copy form. For persons who
receive a copy of this Announcement in electronic form or via a
website notification, a hard copy of this Announcement will not be
sent unless so requested from either Huadong by contacting Bo Chen
at Huadong, telephone number +86 571 89903290 or Sinclair by
contacting Andy Crane, telephone number +44 (0) 20 7467 6920.
Dealing disclosure requirements
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 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) applies must be made by
no later than 3.30 p.m. (London time) on the 10(th) business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10(th) 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 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 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), 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 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 Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures 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.
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
MSCFKDDQBBDDKDK
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November 01, 2018 08:43 ET (12:43 GMT)
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