TIDMSPH
RNS Number : 0930G
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"))
Conversion of loan notes and exercise of options
Sinclair Pharma plc (SPH.L), ("Sinclair", or the "Group", or the
"Company"), the international aesthetics company, announces that,
following the sanction by the High Court of Justice of England and
Wales of the scheme of arrangement of the Company in connection
with the recommended offer for the entire issued and to be issued
share capital of the Company by Huadong Medicine Aesthetics
Investment (HongKong) Limited ('Huadong') (the 'Scheme') announced
earlier today, 13,888,132 new ordinary shares of 1p each in the
capital of the Company ('Ordinary Shares') have been allotted
following the conversion of the convertible loan notes issued to EW
Healthcare Partners and the exercise of share options by directors
and employees. 13,512,591 Ordinary Shares have been allotted in
connection with the conversion of the convertible loan notes and
375,541 Ordinary Shares have been allotted following the exercise
of options granted under the Company's Value Creation Plan.
Application has been made to the London Stock Exchange for the
new Ordinary Shares referred to above to be admitted to trading on
AIM. Admission of such new Ordinary Shares is expected to take
effect at 8.00 a.m. on 2 November 2018 and, when issued, the new
Ordinary Shares will rank pari passu in all respects with the
Company's existing Ordinary Shares.
Total voting rights
Accordingly, with effect from admission of the new Ordinary
Shares, the Company's issued share capital will comprise
517,657,084 Ordinary Shares with voting rights. No Ordinary Shares
are held in treasury. The total number of voting rights in the
Company will therefore be 517,657,084. With effect from admission
of the new Ordinary Shares, the figure of 517,657,084 Ordinary
Shares may be used by shareholders in the Company as the
denominator for the calculations by which they should determine if
they are required to notify their interest in, or a change in their
interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Capitalised terms in this announcement ('Announcement'), unless
otherwise defined, have the same meanings as set out in the scheme
document sent or otherwise made available to shareholders of
Sinclair containing further information on the Scheme, which was
published on 1 October 2018 (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
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them:
1. Details of the person discharging managerial responsibilities
/ person closely associated
a. Name Chris Spooner
------------------------------ --------------------------------------------
2. Reason for the notification
----------------------------------------------------------------------------
a. Position/status Chief Executive Officer
------------------------------ --------------------------------------------
b. Initial notification Initial Announcement
/Amendment
------------------------------ --------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------
a. Name Sinclair Pharma plc
------------------------------ --------------------------------------------
b. LEI 213800BNMD7JVMHW1772
------------------------------ --------------------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------------------
a. Description of Ordinary Shares of 1 pence each in Sinclair
the Pharma plc
Financial instrument,
type
of instrument
Identification GB0033856740
code
------------------------------ --------------------------------------------
b. Nature of the
transaction Exercise of options
------------------------------ --------------------------------------------
c. Price(s) and Price(s) Volume(s)
volume(s) GBP0.01 15,012
----------
------------------------------ --------------------------------------------
d. Aggregated information
* Aggregated volume N/A
* Price
------------------------------ --------------------------------------------
e. Date of the transaction 2018-11-01
------------------------------ --------------------------------------------
f. Place of the London Stock Exchange, AIM
transaction
------------------------------ --------------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a. Name Alan Olby
------------------------------ --------------------------------------------
2. Reason for the notification
----------------------------------------------------------------------------
a. Position/status Chief Financial Officer
------------------------------ --------------------------------------------
b. Initial notification Initial Announcement
/Amendment
------------------------------ --------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------
a. Name Sinclair Pharma plc
------------------------------ --------------------------------------------
b. LEI 213800BNMD7JVMHW1772
------------------------------ --------------------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------------------
a. Description of Ordinary Shares of 1 pence each in Sinclair
the Pharma plc
Financial instrument,
type
of instrument
Identification GB0033856740
code
------------------------------ --------------------------------------------
b. Nature of the transaction
Exercise of options
------------------------------ --------------------------------------------
c. Price(s) and volume(s) Price(s) Volume(s)
GBP0.01 3,336
----------
------------------------------ --------------------------------------------
d. Aggregated information
* Aggregated volume
N/A
* Price
------------------------------ --------------------------------------------
e. Date of the transaction 2018-11-01
------------------------------ --------------------------------------------
f. Place of the transaction London Stock Exchange, AIM
------------------------------ --------------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a. Name Jayne Burrell
------------------------------ --------------------------------------------
2. Reason for the notification
----------------------------------------------------------------------------
a. Position/status Group General Counsel and Company Secretary
------------------------------ --------------------------------------------
b. Initial notification Initial Announcement
/Amendment
------------------------------ --------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------
a. Name Sinclair Pharma plc
------------------------------ --------------------------------------------
b. LEI 213800BNMD7JVMHW1772
------------------------------ --------------------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------------------
a. Description of Ordinary Shares of 1 pence each in Sinclair
the Pharma plc
Financial instrument,
type
of instrument
Identification GB0033856740
code
------------------------------ --------------------------------------------
b. Nature of the transaction
Exercise of options
------------------------------ --------------------------------------------
c. Price(s) and volume(s) Price(s) Volume(s)
GBP0.01 1,251
----------
------------------------------ --------------------------------------------
d. Aggregated information
* Aggregated volume
N/A
* Price
------------------------------ --------------------------------------------
e. Date of the transaction 2018-11-01
------------------------------ --------------------------------------------
f. Place of the transaction London Stock Exchange, AIM
------------------------------ --------------------------------------------
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.
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 contains the full
terms and conditions of the Acquisition.
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. 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.
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.
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
ALSFMMGMKMGGRZM
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November 01, 2018 11:45 ET (15:45 GMT)
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