TIDMPRX
RNS Number : 2686F
Upsher-Smith Laboratories Inc.
13 June 2012
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: USL Pharma International UK Ltd.
(b) Owner or controller of interests and short positions disclosed, if different Upsher-Smith Laboratories, Inc.
from 1(a):
The naming of nominee or vehicle companies is insufficient
---------------------------------
(c) Name of offeror/offeree in relation to whose relevant securities this form Proximagen Group plc
relates:
Use a separate form for each party to the offer
---------------------------------
(d) Is the party to the offer making the disclosure the offeror or the offeree? Offeror
---------------------------------
(e) Date position held: 13 June 2012
---------------------------------
(f) Has the party previously disclosed, or is it today disclosing, under the Code No
in respect
of any other party to this offer?
---------------------------------
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security: 1P ORDINARY SHARES
Interests Short positions
------------------- ------------------
Number % Number %
----------- ------ ------------- ---
(1) Relevant securities owned and/or controlled: 10,015,700 15.87 0 0
----------- ------ ------------- ---
(2) Derivatives (other than options): 0 0 0 0
----------- ------ ------------- ---
(3) Options and agreements to purchase/sell: 0 0 0 0
----------- ------ ------------- ---
TOTAL: 10,015,700 15.87 0 0
----------- ------ ------------- ---
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or
agreements to purchase or sell relevant securities, should be given
on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: 0
Details, including nature of the rights concerned and relevant percentages: 0
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer
making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of
the Code):
Directors' Irrevocable Undertakings
USL has received irrevocable commitments from each of the members of the Board of Proximagen,
as listed below, in respect of their own beneficial holdings of Proximagen Shares and (to
the extent relevant) the beneficial holdings of each Board member's spouse, civil partner,
de factor partner, or similarly-related person, representing in aggregate approximately 1.43
per cent. of the existing issued ordinary share capital of Proximagen. These commitments require
each member of the Board of Proximagen to vote or procure that the registered holder votes
in favour of the resolutions relating to the Acquisition at the Meetings (or, in the event
the Acquisition is implemented by means of the Offer, to accept, or procure acceptance of,
the Offer).
Name of Proximagen Number of Proximagen % of Proximagen
Director Shares issued share capital
Kenneth Mulvany 798,567 1.27%
Peter Allen 20,000 0.03%
Ann Jacqueline Hunter 6,305 0.01%
James Hunter 20,000 0.03%
Michael Ashton 56,384 0.09%
TOTAL 901,256 1.43%
These irrevocable commitments will continue to be binding in the event that a higher competing
offer is made for Proximagen.
These irrevocable commitments will cease to be binding on the earliest to occur of the following
events:
* If the Acquisition is implemented by way of the Offer
and the Offer lapses or is withdrawn without becoming
or being declared unconditional in all respects;
* If USL announces, with the consent of any relevant
authority (if required) and before the Scheme
Document or Offer Document is posted, that it does
not intend to proceed with the Acquisition; or
* If the Scheme does not become effective by 14
December 2012 (or such later date as USL and
Proximagen agree in writing and that the Court
approves).
Shareholder Irrevocable Undertakings
USL has received irrevocable commitments from the following shareholders in Proximagen in
respect of their beneficial holdings of Proximagen Shares (or, in the case of Invesco Asset
Management Limited, the Proximagen Shares which it manages on a discretionary basis for its
clients and, in the case of Lansdowne Partners Limited, as agent for Lansdowne funds) representing
in aggregate approximately 70.58 per cent. of the existing issued ordinary share capital of
Proximagen. These commitments are subject to certain limitations and exceptions as described
below.
These commitments require each such shareholder to vote or procure that the registered holder
votes in favour of the resolutions relating to the Acquisition at the Meetings (or, in the
event the Acquisition is implemented by means of the Offer, to accept, or procure acceptance
of, the Offer).
King's College London
Number of shares: 2,204,324
Approximate % of Proximagen issued share capital: 3.49%
The irrevocable commitments given by King's College London will continue to be binding in
the event that a higher competing offer is made for Proximagen. The irrevocable commitments
given by King's College London will cease to be binding on the earliest to occur of the following
events:
* If the Acquisition is implemented by way of the Offer
and the Offer lapses or is withdrawn without becoming
or being declared unconditional in all respects;
* If USL announces, with the consent of any relevant
authority (if required) and before the Scheme
Document or Offer Document is posted, that it does
not intend to proceed with the Acquisition and no new
revised or replacement Scheme or Offer is announced
by USL in accordance with the City Code at the same
time or within 28 days thereafter; or
* If the Scheme does not become effective by 31
December 2012 (or such later date as the shareholder
giving the commitment agrees in writing).
Lansdowne Partners Limited
Number of shares: 14,849,580
Approximate % of Proximagen issued share capital: 23.53%
The irrevocable commitment given by Lansdowne Partners Limited will cease to be binding on
the earliest to occur of the following events:
* If the Acquisition is implemented by way of the Offer
and the Offer lapses or is withdrawn without becoming
or being declared unconditional in all respects;
* If USL announces, with the consent of any relevant
authority (if required) and before the Scheme
Document or Offer Document is posted, that it does
not intend to proceed with the Acquisition and no new
revised or replacement Scheme or Offer is announced
by USL in accordance with the City Code at the same
time or within 28 days thereafter; or
* If the Scheme does not become effective by 31
December 2012 (or such later date as the shareholder
giving the commitment agrees in writing).
* If:
* a competing offer for all of the issued and to be
issued Proximagen Shares has been announced in
accordance with the requirements of the City Code
that includes cash and/or cash equivalent
consideration equal to or exceeding 120 per cent. of
the value of the cash consideration per Proximagen
Share available under the terms of the Acquisition
and which the shareholder giving the commitment
determines attributes an overall value to each
Proximagen Share that is more attractive than the
overall value attributable under the Acquisition
having regard to the total amount of the cash and
non-cash elements of the Acquisition and the
competing offer;
* USL does not, within ten days of announcement of such
competing offer, announce a revised offer which the
shareholder determines values each Proximagen Share
at a price equal to or greater than the value of the
consideration per Proximagen Share under the relevant
competing offer, having regard to the total amount of
the cash and non-cash elements of the revised offer
and such competing offer; and
* the shareholder giving the commitment notifies USL
within three days of the expiry of such ten day
period that its obligations under the irrevocable
commitment have ceased to have effect.
H. Lundbeck A/S
Number of shares: 5,738,100
Approximate % of Proximagen issued share capital: 9.09%
The irrevocable commitment given by H Lundbeck A/S will cease to be binding on the earliest
to occur of the following events:
* If the Scheme Document is not posted within the
period permitted by the Panel;
* If the Scheme lapses and USL does not switch to an
Offer;
* If the Acquisition is implemented by way of the Offer
and the Offer lapses or is withdrawn without becoming
or being declared unconditional in all respects;
* If USL announces, with the consent of any relevant
authority (if required) and before the Scheme
Document or Offer Document is posted, that it does
not intend to proceed with the Acquisition and no new
revised or replacement Scheme or Offer is announced
by USL in accordance with the City Code at the same
time or within 28 days thereafter; or
* If the Scheme does not become effective by 31
December 2012 (or such later date as the shareholder
giving the commitment agrees in writing).
* If:
* a third party has announced a firm intention to make
a competing offer for all of the issued and to be
issued Proximagen Shares in accordance with the
requirements of the City Code which the shareholder
giving the commitment reasonably determines values
each Proximagen Share at a price which equals or
exceeds 110 per cent. of the value of the
consideration per Proximagen Share available under
the terms of the Acquisition, having regard to the
total amount, cash and non-cash elements of the
Acquisition and such competing offer; and
* USL does not, within ten days of announcement of such
competing offer, announce a revised offer which the
shareholder reasonably determines values each
Proximagen Share at a price equal to or greater than
the value of the consideration per Proximagen Share
under the relevant competing offer, having regard to
the total amount, cash and non-cash elements of the
revised offer and such competing offer.
IP Group plc
Number of shares: 4,804,000
Approximate % of Proximagen issued share capital: 7.61%
The irrevocable commitment given by IP2IPO Limited and IP2IPO Management VI Limited will cease
to be binding on the earliest to occur of the following events:
* If the Scheme Document is not posted within the
period permitted by the Panel;
* If the Scheme lapses and USL does not switch to an
Offer;
* If the Acquisition is implemented by way of the Offer
and the Offer lapses or is withdrawn without becoming
or being declared unconditional in all respects;
* If USL announces, with the consent of any relevant
authority (if required) and before the Scheme
Document or Offer Document is posted, that it does
not intend to proceed with the Acquisition;
* If the Scheme does not become effective by 31
December 2012 (or such later date as the shareholder
giving the commitment agrees in writing); or
* If:
* a competing offer for all of the issued and to be
issued Proximagen Shares has been announced in
accordance with the requirements of the City Code
that includes cash consideration equal to or
exceeding 120 per cent. of the value of the cash
consideration (excluding the consideration attributed
to the CVRs) per Proximagen Share available under the
terms of the Acquisition and which the shareholder
giving the commitment determines is more attractive
than the overall value attributable under the
Acquisition having regard to the total amount of the
cash and non-cash elements of the Acquisition and the
competing offer;
* USL does not, within ten days of announcement of such
competing offer, announce a revised offer which the
shareholder determines values each Proximagen Share
equal to or greater than the value of the
consideration per Proximagen Share under the relevant
competing offer, having regard to the total amount of
the cash and non-cash elements of the revised offer
and such competing offer (with the shareholder having
absolute discretion as to what value (if any) to
ascribe such non-cash elements); and
* the shareholder giving the commitment notifies USL
within ten days of the expiry of such ten day period
that its obligations under the irrevocable commitment
have ceased to have effect.
Invesco Asset Management Limited
Number of shares: 16,956,326
Approximate % of Proximagen issued share capital: 26.86%
The irrevocable commitment given by Invesco Asset Management Limited will cease to be binding
if, prior to the Effective Date or the Offer becoming unconditional as to acceptances, any
third party announces a firm intention to make a general offer for all shares in Proximagen
which, in Invesco's reasonable opinion, represents an improvement to the terms of the Acquisition
in its entirety, having regard to the total amount of the cash and non-cash elements of the
terms of the Acquisition when compared with the third party's offer.
Invesco Asset Management Limited manages client funds on a discretionary basis. If an underlying
client has terminated Invesco's professional relationship in circumstances where such client
is not bound to honour the pre-existing obligations or undertaking in respect of the Proximagen
Shares, then the irrevocable commitment may cease to be binding in respect of the shares transferred.
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE
OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in
concert with the party to the offer making the disclosure:
Name Number of Shares Approx. % of issued share capital
Mark Evenstad 10,000 0.02
Tom Burke 5,000 0.01
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 3 for each additional class of
relevant security.
Details of any open derivative or option positions, or
agreements to purchase or sell relevant securities, should be given
on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal
or informal, relating to relevant securities which may be an inducement to deal or refrain
from dealing entered into by the party to the offer making the disclosure or any person acting
in concert with it:
If there are no such agreements, arrangements or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert with it, and any other
person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
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Date of disclosure: 13 June 2012
Contact name: Stephen Robinson
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Telephone number: +1 763 315 2137
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Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service and must also be emailed to the
Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market
Surveillance Unit is available for consultation in relation to the
Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
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