Letter of Intent Signed
December 18 2009 - 9:13AM
UK Regulatory
TIDMGTX
RNS Number : 3993E
Schroder Investment Management Ltd
18 December 2009
CONFIDENTIAL
Launchchange Limited
Suite 31, The Quadrant Parkway Avenue, Sheffield
South Yorkshire S9 4WG
17 December 2009
Dear Sirs,
Letter of Intent: Proposed Offer by the Offeror for the Company
1. In this letter and the schedule hereto:
+-------------------+-----------------------------------------------+
| "Associates" | means, in relation to Schroder Investment |
| | Management Limited: (i) any subsidiary or |
| | holding company of Schroder Investment |
| | Management Limited or any subsidiary of any |
| | such holding company (such terms being as |
| | defined in section 1159 of the Companies Act |
| | 2006); or (ii) any other entity controlling |
| | or controlled by Schroder Investment |
| | Management Limited; |
+-------------------+-----------------------------------------------+
| "City Code" | means The City Code on Takeovers and Mergers; |
+-------------------+-----------------------------------------------+
| "Company" | means Genetix Group plc; |
+-------------------+-----------------------------------------------+
| "Offer Document" | means the formal documentation containing the |
| | Offer; |
+-------------------+-----------------------------------------------+
| "Offeror" | means Launchchange Limited; |
+-------------------+-----------------------------------------------+
| "Offer" | means the proposed takeover offer within the |
| | meaning of section 974 of the Companies Act |
| | 2006 by the Offeror for the Company at a |
| | price per Share of 85 pence; and all |
| | references in this letter to the "Offer" |
| | shall mean this proposed offer, whether made |
| | by or on behalf of the Offeror or any of its |
| | subsidiaries (and, if made by or on behalf of |
| | a subsidiary, all references to the "Offeror" |
| | shall be deemed to include that subsidiary); |
+-------------------+-----------------------------------------------+
| "Press | means the press announcement proposed to be |
| Announcement" | made in respect of the Offer, a draft of |
| | which (dated 16 December 2009) is attached to |
| | this letter; |
+-------------------+-----------------------------------------------+
| "Proposed | means a date no later than 22 December 2009; |
| Announcement | and |
| Date" | |
+-------------------+-----------------------------------------------+
| "Shares" | means 3,675,724 ordinary shares of 50 pence |
| | each in the issued share capital of the |
| | Company. |
| | |
+-------------------+-----------------------------------------------+
2. This letter is written in connection with the Offer. The terms and
conditions of the Offer will be substantially as set out or referred to in the
Press Announcement, together with such additional terms and conditions as may be
required to comply with: the City Code; and/or the requirements of the Financial
Services Authority acting in its capacity as the United Kingdom Listing
Authority; and/or The London Stock Exchange; and/or as are customarily included
in offers made under the City Code.
3. We, Schroder Investment Management Limited, act on our own behalf and/or on
behalf of our Associates as discretionary investment managers on behalf of
clients who are the beneficial holders of the Shares.
4. We hereby express our intention, based on the information available to us
at the date hereof and subject to law and regulation, that in respect of such of
the Shares as are held on behalf of such clients to whom the Offer is made, we
and/or our Associates will, or will procure that the registered holders, so far
as reasonably practicable and unless and until the Offer lapses or is withdrawn,
accept the Offer in respect of the Shares (including any other shares in the
Company issued after the date hereof and attributable to or derived from such
Shares and held by such clients) by not later than the first closing date of the
Offer as set down in the Offer Document dispatched to the shareholders of the
Company.
5. We understand that it is the intention of the Company that the Press
Announcement to the public of the Offer be published on the Proposed
Announcement Date. In the event that the Press Announcement has not been
published by 5 p.m. (London time) on the business day in London immediately
following the Proposed Announcement Date, in substantially the form of the
attached draft, this letter of intent shall automatically lapse and be of no
further force or effect.
6. If the Offer Document has not been posted within 28 days of publication of
the Press Announcement (or within such longer period as the Offeror, with the
consent of the Panel on Takeovers and Mergers, determines, being not more than
six weeks after the Press Announcement) this letter of intent shall
automatically lapse and be of no further force or effect.
7. Notwithstanding anything contained in this letter, and subject to law and
regulation, we and our Associates reserve and retain the right to transfer the
Shares (or any of them) to any replacement fund manager or custodian nominated
by our underlying client in circumstances where such underlying client has
terminated our or our Associates' professional relationship in respect of the
Shares or where the relationship continues but our client has changed the
investment mandate that we have so that our or our Associates' holding the
Shares is no longer consistent with the new mandate. In any such circumstances,
the provisions of this letter of intent shall, in respect of the relevant
Shares, automatically lapse and be of no further force or effect.
8. Notwithstanding anything contained in this letter, we and/or our Associates
shall at all times reserve and retain the right to deal with the Shares in our
absolute discretion or on the instructions of our clients or otherwise. Nothing
in this letter is intended to, nor shall it, create any legal obligation or
liability on us, our Associates or our clients. Furthermore, our or our
Associates' intentions in respect of the Shares may change whether in the light
of further information, changed circumstances or otherwise.
9. We acknowledge that you may, disclose this non-binding indication of an
intention to accept the Offer in accordance with Rule 8.4 of the City Code and
make reference in the Press Announcement and the Offer Document to this
non-binding indication of an intention to accept the Offer, including details of
our identity. We understand that, if the Offer is made, this letter of intent
may be made available for inspection during the Offer period in accordance with
the requirements of the City Code.
10. Save as set out in paragraph 9 above, the giving and contents of this
letter of intent are confidential and may not be disclosed to any third party,
unless:
(i) the consent of both parties has been obtained;
(ii) a party is required to do so by law or the rules of any regulatory body to
which such party is obliged to adhere, in which case the party proposing to make
such disclosure will, so far as reasonably practicable, consult with and take
into account the reasonable requirements of the other as to the timing and
content of any such disclosure; or
(iii) the information is disclosed to an agent or adviser of either party in
connection with the Offer and such party agrees to be bound by these
confidentiality provisions.
11. The terms of this letter of intent shall be governed by and construed in
accordance with English law.
12. This letter has been signed in duplicate on behalf of Schroder Investment
Management Limited. Please acknowledge receipt of this letter and confirm your
agreement to its terms by countersignature on behalf of the Offeror. One copy of
the letter should then be returned to us.
Click on, or paste the following link into your web browser, to view the
associated PDF document.
http://www.rns-pdf.londonstockexchange.com/rns/3993E_-2009-12-18.pdf
Yours faithfully
For and on behalf of Schroder Investment Management Limited
We acknowledge receipt of this letter and confirm our agreement to its terms.
For and on behalf of the Offeror
This information is provided by RNS
The company news service from the London Stock Exchange
END
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