Source - RNS
RNS Number : 4761J
Source BioScience PLC
09 September 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. 

9 September 2016

RECOMMENDED CASH OFFER

for

SOURCE BIOSCIENCE PLC

by

SHERWOOD HOLDINGS LIMITED

Results of Court Meeting and General Meeting

On 29 July 2016, Source BioScience plc ("Source BioScience") and Sherwood Holdings Limited ("Sherwood") announced that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of Source BioScience to be effected by means of a scheme of arrangement between Source BioScience and its shareholders pursuant to the provisions of Part 26 of the Companies Act 2006 (the "Scheme").

The board of Source BioScience is pleased to announce that the Court Meeting and the General Meeting convened in relation to the proposed Scheme, which were held earlier today, have both concluded successfully. All resolutions proposed, as set out in the notices of each meeting contained in the scheme document dated 17 August 2016 (the "Scheme Document"), received the necessary majorities and were accordingly approved, including the approval of the Scheme.  A summary of the voting results is set out below.

As at the date of the Court Meeting and General Meeting there were 349,351,081 Source BioScience Shares in issue.

 

Court Meeting

At the Court Meeting, a majority in number of Voting Scheme Shareholders who voted (either in person or by proxy) on the poll, representing more than 75 per cent. in value of those Scheme Shares that voted, voted in favour of the Scheme and, accordingly, the resolution to approve the Scheme was duly passed. Details of the votes cast are as follows:


Number of Scheme Shares voted

Percentage of Scheme Shares voted*

For

118,203,630

99.82%

Against

211,834

0.18%

*A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" and "Against" the resolution concerned.

 

As at the date of the Court Meeting and General Meeting, there were 341,351,081 Scheme Shares in issue.  The 107,957,490 Source BioScience Shares, representing approximately 30.9 per cent. of the Source BioScience Shares in issue, held by Existing Continental Investors and Existing Harwood Investors, were not entitled to vote on the resolution at the Court Meeting.



 

The number of Scheme Shares voted "For" and "Against" the resolution to approve the Scheme at the Court Meeting represented 99.82% and 0.18% of the total Scheme Shares respectively and represented 34.63% and 0.06% of the total Source BioScience Shares in issue respectively.

 

General Meeting

At the General Meeting, the special resolutions as set out in the notice of General Meeting contained in the Scheme Document were duly passed on a show of hands.

The voting results for each of the special resolutions were as follows:

Resolution

For
Number

For*
%

Against
Number

Against*
%

To authorise the directors of the Company to take all actions as they may consider necessary or appropriate for carrying the Scheme into effect

224,777,636

99.91%

196,555

0.09%

The articles of association of the Company be amended to permit any shares issued after the Scheme Record Time to be transferred to Sherwood Holdings Limited

224,756,429

99.91%

201,173

0.09%

The Company be re-registered as a private limited company under the Companies Act 2006 by the name of Source BioScience Limited

224,682,274

99.93%

146,445

0.07%

To authorise the grant of options pursuant to the Medical Solutions plc 1999 Executive Share Option Scheme

185,580,978

91.16%

17,999,486

8.84%

*A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" and "Against" the resolution concerned.  Any proxy appointments which gave discretion to the Chairman have been included in the vote "For" total.

 

Next Steps and Expected Timetable

Completion of the Scheme remains conditional on the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the Court's sanction of the Scheme and the delivery of a copy of the Court Order to the Registrar of Companies.

On the basis of the current timetable for the Scheme and assuming that the Court sanctions the Scheme, the last day of dealings in, and for registration of transfers of, Source BioScience Shares will be 14 September 2016.  At 7.00 a.m. on 16 September 2016, Source BioScience Shares will be De-listed following the Scheme becoming Effective, which is expected to occur on 15 September 2016 (the "Effective Date").

Following the Effective Date, share certificates in respect of Source BioScience Shares will cease to be valid and entitlements to Source BioScience Shares held within the CREST system will be cancelled.



 

The expected timetable of principal events is set out below:

Event

Time and Date

Court Hearing to sanction the Scheme

13 September 2016

Latest time for withdrawals of elections in respect of the Unlisted Securities Alternative

2.00 p.m. on 14 September 2016

Latest time for lodging YELLOW Forms of Election/settlement of TTE Instructions through CREST

6.00 p.m. on 14 September 2016

Last day of dealings in, registrations of transfers of, and disablement in CREST of, Source BioScience Shares

14 September 2016 

Scheme Record Time

6.00 p.m. on 14 September 2016

Effective Date

15 September 2016

De-listing of Source BioScience Shares

7.00 a.m. on 16 September 2016

Despatch of cheques and certificates in respect of Sherwood Share units and crediting of CREST accounts for Cash Consideration due under the Scheme

Within 14 days of the Effective Date

 

All references to times are to times in London.  The times and dates given above are indicative only and may be subject to change.  Any change(s) to these times and dates will be notified via a Regulatory Information Service and/or as may be required by the Panel.

 

General

The Source BioScience Directors accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

A copy of this announcement will be available free of charge but subject to certain restrictions relating to persons resident in Restricted Jurisdictions in the investor section of Source BioScience's website at www.sourcebioscience.com and on Continental's website at www.continentalip.ch.  The contents of these websites are not incorporated into, and do not form part of, this announcement.

Defined terms used but not defined in this announcement have the same meanings set out in the Scheme Document.

 

Enquiries

Source BioScience plc                                                                                    +44 (0) 115 973 9010

Laurie Turnbull, Chairman

Dr Nick Ash, CEO

 

Nplus1 Singer Advisory LLP                                                                            +44 (0) 207 496 3000

(Financial adviser and Broker to Source BioScience)

Nic Hellyer

James White

 

Sherwood Holdings Limited                                                                            +44 (0) 91 225 25 60

Marco Fumagalli, Director

Christopher Mills, Director

 



 

Strand Hanson Limited                                                                                   +44 (0) 20 7409 3494

(Financial adviser to Continental, Harwood Capital and Sherwood)

Stuart Faulkner

Matthew Chandler

James Dance

 

Further information

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 versions 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.

 

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.


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