TIDMCRX
RNS Number : 7296Q
Cyprotex PLC
01 December 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED
JURISDICTION (INCLUDING THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
1 December 2016
Recommended Acquisition of
Cyprotex PLC
by
Evotec A.G.
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Results of Court Meeting & General Meeting
The Cyprotex Board is pleased to announce that, at the Court
Meeting and the General Meeting held earlier today, in connection
with the recommended offer being made by Evotec A.G. to acquire the
entire issued and to be issued ordinary share capital of the
Company to be effected by way of a scheme of arrangement under Part
26 of the Companies Act 2006 (the "Scheme"), Cyprotex Shareholders
voted to:
- approve the Scheme by the necessary majority at the Court
Meeting; and
- pass the Special Resolution to implement the Scheme at the
General Meeting.
Details of these resolutions passed are set out in the notices
of the Court Meeting and General Meeting contained in the scheme
document dated 4 November 2016 sent or made available to Cyprotex
Shareholders (the "Scheme Document").
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
Voting results of the Court Meeting
At the Court Meeting held on 1 December 2016 the Chairman
announced that the proxy votes cast were as follows:
Results Number of Percentage Number of Percentage Number of
of Court Scheme Shares of Scheme Scheme Shareholders of Scheme Scheme Shares
Meeting voted Shares voted who voted Shareholders voted as
who voted a percentage
of issued
ordinary
share capital
entitled
to vote
on the Scheme
----------- --------------- -------------- --------------------- -------------- ---------------
FOR 16,036,056 94.99% 89 90.82% 71.24%
----------- --------------- -------------- --------------------- -------------- ---------------
AGAINST 844,980 5.01% 9 9.18% 3.75%
----------- --------------- -------------- --------------------- -------------- ---------------
TOTAL 16,881,036 100.00% 98 100.00% 74.99%
----------- --------------- -------------- --------------------- -------------- ---------------
Voting results of the General Meeting
At the General Meeting held on 1 December 2016 the Chairman
announced that the proxy votes cast were as follows:
FOR AGAINST TOTAL WITHHELD*
--------------------- ---------------------- ------------------ ------------- -------------
Special Resolution No. of Votes % No. of % Votes No. of Votes No. of Votes
Votes Votes
--------------------- ------------- ------- -------- -------- ------------- -------------
To give effect
to the Scheme,
as set out
in the Notice
of General
Meeting, by
amending the
Articles of
Association
of Cyprotex 13,805,674 94.23% 845,230 5.77% 14,650,904 0
--------------------- ------------- ------- -------- -------- ------------- -------------
Ordinary Resolution 13,804,674 94.23% 845,230 5.77% 14,650,904 1,000
--------------------- ------------- ------- -------- -------- ------------- -------------
On a show of hands by the Shareholders the Resolutions were
passed unanimously.
* A vote withheld is not a vote in law and counts neither "For"
nor "Against" the Special Resolution.
Effective Date and Timetable
Completion of the Acquisition remains subject to satisfaction or
waiver of the other Conditions set out in the Scheme Document
including the sanction by the Court of the Scheme at the Scheme
Court Hearing. The expected timetable of principal events for the
implementation of the Scheme is set out on page 9 of the Scheme
Document. As described in detail in the Scheme Document, the Scheme
Court Hearing (to sanction the Scheme) is expected to take place on
13 December 2016 although this and each of the subsequent dates set
out in this timetable could be subject to change. It is expected
that trading in Cyprotex Shares on AIM will be suspended with
effect from 7.30 am (London time) on 14 December 2016 and that the
Scheme will become effective on the same day. Cancellation of
admission to trading on AIM of Cyprotex Shares is expected to take
effect at 7:00 a.m. on 15 December 2016.
If any of the key dates set out in the expected timetable
change, Cyprotex will give notice of this change by issuing an
announcement through a Regulatory Information Service. Such
announcement will, subject to certain restrictions, also be
available on Cyprotex's website at www.cyprotex.com and on Evotec's
website at www.evotec.com respectively.
Subject to certain restrictions, a copy of this announcement and
the amended Articles of Association will also be available on
Cyprotex's website at www.cyprotex.com.
Enquiries:
Cyprotex
Mark Warburton Tel +44 (0) 1625 505117
Nplus1 Singer Advisory LLP (financial adviser to Cyprotex,
for the purposes of Rule 3 of the Code)
Shaun Dobson Tel +44 (0)20 7496 3000
Jen Boorer
Important Notices
N+1 Singer, which, in the United Kingdom, is authorised and
regulated by the Financial Conduct Authority, is acting exclusively
for Cyprotex and no one else in connection with the Acquisition and
will not be responsible to anyone other than Cyprotex for providing
the protections afforded to clients of N+1 Singer nor for providing
advice in relation to the Acquisition or any other matter or
arrangement referred to in this announcement.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes should inform themselves about, and observe any applicable
restrictions or requirements. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent possible, the
companies involved in the Acquisition disclaim any responsibility
or liability for the violation of such requirements by any person.
This announcement has been prepared for the purposes of complying
with English law, the Code, the Rules of the London Stock Exchange
and the AIM 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 and regulations of any
jurisdiction outside England and Wales.
This announcement is for information purposes only. It is not
intended to and does not constitute, an offer or form part of any
offer or an invitation to purchase, subscribe for, sell or issue,
any securities or a solicitation of any offer to purchase,
subscribe for, sell or issue any securities pursuant to this
announcement or otherwise in any jurisdiction in which such offer
or solicitation is unlawful. This announcement does not comprise a
prospectus or a prospectus equivalent document. The Acquisition
will be effected solely by means of the Scheme Document which,
together with the Forms of Proxy, contains the full terms and
conditions of the Acquisition, including details of how to vote in
respect 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 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
vote their Ordinary Shares in respect of the Scheme at the
Meetings, to execute and deliver Forms of Proxy appointing another
to vote at the Meetings on their behalf, 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 Acquisition 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. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made, directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of Cyprotex
or of any paper 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 paper 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)
Cyprotex and (ii) any paper 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 paper offeror is first
identified. Relevant persons who deal in the relevant securities of
Cyprotex or of a paper 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 1 per cent. or more of any class of relevant
securities of Cyprotex or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of
Cyprotex or of any paper 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) Cyprotex and (ii) any paper offeror, save
to the extent that these details have previously been disclosed
under Rule 8 of the Code. A Dealing Disclosure by a person to whom
Rule 8.3(b) of the 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 Cyprotex or a paper 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 Cyprotex and
by any offeror and Dealing Disclosures must also be made by
Cyprotex, 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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 20 7638
0129.
Publication on Website and Availability of Hard Copies
In accordance with Rule 26.1 and 26.2 of the Code, a copy of
this announcement will be made available, subject to certain
restrictions relating to Restricted Overseas Shareholders, on the
website of Cyprotex at www.cyprotex.com until the end of the Offer
Period.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
In accordance with Rule 30.1 of the Code, you may request a hard
copy of this announcement (and any information incorporated by
reference in this announcement) free of charge (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions) by writing to N+1 Singer Advisory LLP of One
Bartholomew Lane, London EC2N 2AX or by calling +44 (0)20 7496
3000.
Unless you make such a request, a hard copy of this announcement
and any such information incorporated by reference in it will not
be sent to you. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition be in hard copy.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLLFVVFDLLIIR
(END) Dow Jones Newswires
December 01, 2016 08:40 ET (13:40 GMT)
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