TIDMAGI
RNS Number : 4679V
AGI Therapeutics plc
12 January 2012
12 January 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
12 January 2012
Recommended Cash Offer
By
Aravis Therapeutics Limited
For
AGI Therapeutics plc
Offer Document Posted
Further to the announcement on 09 January 2012 by Aravis
Therapeutics Limited ("Aravis") of its firm intention to make an
offer (the "Offer") to acquire the entire issued and to be issued
share capital of AGI Therapeutics plc ("AGI"), the Board of Aravis
and the Board of AGI announce that the offer document containing
the Offer (the "Offer Document") and Form of Acceptance in
connection with the Offer will be posted to AGI Shareholders
today.
The Offer is open for acceptances until 1:00 pm (Dublin time) on
2 February 2010.
If you hold any AGI Shares in certificated form (that is, NOT in
CREST), to accept the Offer in respect of those AGI Shares, please
complete, sign and return the Form of Acceptance (which is being
sent to you together with the Offer Document) in accordance with
the instructions thereon and in the Offer Document, along with your
valid share certificate(s) and/or any other relevant document(s) of
title to Computershare Investor Services (Ireland) Limited at PO
BOX 954, Sandyford Industrial Estate, Dublin 18, Ireland as soon as
possible, and in any event so as to be received by no later than
1.00 p.m. (Dublin time) on 02 February 2012.
If you hold any AGI Shares in uncertificated form (that is to
say, in CREST), to accept the Offer in respect of those AGI Shares,
please complete, sign and return the blue Form of Acceptance (which
is being sent to you together with the Offer Document) in
accordance with the instructions thereon and in the Offer Document,
by post to Computershare Investor Services (Ireland) Limited at PO
BOX 954, Sandyford Industrial Estate, Dublin 18, Ireland and by
following the procedure set out in section B of Appendix I of this
document so that the TTE instruction settles no later than 1.00
p.m. (Dublin time) on 02 February 2012.
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
given to them in the Offer Document.
The Offer Document is available at Aravis's solicitors' office
at A&L Goodbody Head Office, IFSC, North Wall Quay, Dublin 1
and at AGI's solicitors' office at Beauchamps Solicitors, Riverside
Two, Sir John Rogerson's Quay, Dublin 2 and also on the AGI website
at www.agitherapeutics.com.
Enquiries:
Tel: +353 1 449 3254
AGI Therapeutics plc
David Kelly, CFO
Davy Corporate Finance Tel: +353 1 679 6363
Financial adviser to AGI
John Frain
David Nangle
Goodbody Corporate Finance Tel: +353 1 667 0420
Financial adviser to the Aravis
Group
Simon Howley
Stephen Kane
Responsibility Statements
The directors of AGIaccept responsibility for the information
contained in this announcement relating to AGI, the AGI Group, the
directors of AGI and members of their immediate families, related
trusts and persons connected with them, and for the recommendation
and related opinions of the directors of AGI contained in this
announcement. To the best of the knowledge and belief of the
directors of AGI (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
The directors of Aravis Group accept responsibility for the
information contained in this announcement; other than that
relating to AGI, the AGI Group, the directors of AGI and members of
their immediate families, related trusts and persons connected with
them, and any recommendation and related opinions of the directors
of AGI. To the best of the knowledge and belief of the directors of
Aravis Group (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
Financial Advisers
Davy Corporate Finance which is regulated by the Central Bank of
Ireland, is acting exclusively for AGI and no one else in
connection with the Offer and will not be responsible to anyone
other than AGI for providing the protections afforded to customers
of Davy Corporate Finance or for providing advice in relation to
the Offer or any other matters referred to in this
announcement.
Goodbody Corporate Finance which is regulated by the Central
Bank of Ireland, is acting exclusively for the Aravis Group and no
one else in connection with the Offer and will not be responsible
to anyone other than the Aravis Group for providing the protections
afforded to customers of Goodbody Corporate Finance or for
providing advice in relation to the Offer or any other matters
referred to in this announcement.
General
Terms in the Offer Document have the same meanings when used in
this announcement.
This announcement does not constitute an offer to purchase,
sell, subscribe for or exchange or the solicitation of an offer to
purchase, sell, subscribe for or exchange any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise.
The distribution of this announcement in or into certain
jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this announcement and all other documents
relating to the Offer are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians)
should observe these restrictions. Failure to do so may constitute
a violation of the securities laws of any such jurisdiction.
Any response in relation to the Offer should be made only on the
basis of the information contained in the Offer Document or any
document by which the Offer is made.
Pursuant to Rule 2.6(c) of the Takeover Rules, this announcement
will also be available to AGI employees on AGI's website
(www.agitherapeutics.com).
Rule 8 - Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Rules, if any
person is, or becomes, 'interested' (directly or indirectly) in one
per cent. or more of any class of "relevant securities" of AGI, all
"dealings" in any "relevant securities" of AGI (including by means
of an option in respect of, or a derivative referenced to, any such
"relevant securities") must be publicly disclosed by no later than
3:30 p.m. (Dublin time) on the Business Day following the date of
the relevant transaction. This requirement will continue until the
date on which the Offer becomes or is declared unconditional as to
acceptances or lapses or is otherwise withdrawn or on which the
Offer Period otherwise ends. If two or more persons co-operate on
the basis of any agreement, either express or tacit, either oral or
written, to acquire an "interest" in "relevant securities" of AGI,
they will be deemed to be a single person for the purpose of Rule
8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all
"dealings" in "relevant securities" of AGI, by AGI or Aravis, or by
any of their respective "associates", during the Offer Period must
be disclosed by no later than 12.00 noon (Dublin time) on the
Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be found
on the Panel's website at www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks in this paragraph, Dealing Disclosure
Requirements, are defined in the Takeover Rules, which can also be
found on the Panel's website. If you are in any doubt as to whether
or not you are required to disclose a "dealing" under Rule 8, you
should consult the Panel's website at www.irishtakeoverpanel.ieor
contact the Panel on telephone number +353 (0) 1 678 9020; fax
number +353 (0) 1 678 9289
This information is provided by RNS
The company news service from the London Stock Exchange
END
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