TIDMSBS
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
RECOMMED 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 Percentage
Scheme Shares of Scheme
voted 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 For* Against Against*
Number % Number %
------------------------------ ------------ ------- ----------- ---------
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 13 September 2016
the Scheme
Latest time for withdrawals 2.00 p.m. on 14
of elections in respect of September 2016
the Unlisted Securities Alternative
Latest time for lodging YELLOW 6.00 p.m. on 14
Forms of Election/settlement September 2016
of TTE Instructions through
CREST
Last day of dealings in, registrations 14 September 2016
of transfers of, and disablement
in CREST of, Source BioScience
Shares
Scheme Record Time 6.00 p.m. on 14
September 2016
Effective Date 15 September 2016
De-listing of Source BioScience 7.00 a.m. on 16
Shares September 2016
Despatch of cheques and certificates Within 14 days of
in respect of Sherwood Share the Effective Date
units and crediting of CREST
accounts for Cash Consideration
due under the Scheme
--------------------------------------- --------------------
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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