SGA Sagentia Grp

    RNS Number : 9587X
  Sagentia Group AG
  30 June 2008
   

    SAGENTIA GROUP PLC
    ("Sagentia" or the "Company")


    Not for release, publication or distribution in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do
so would constitute a violation of the relevant laws or regulations of such jurisdiction


    Re-organisation of the existing Sagentia group to be implemented through an all-share offer by Sagentia for Sagentia Group AG ("Sagentia
Switzerland") and cancellation of listing on the Official List

    OFFER DECLARED UNCONDITIONAL

    In order to implement the proposed reorganisation, on 11 June 2008, the Boards of Sagentia and Sagentia Switzerland announced a
recommended share offer by Sagentia for Sagentia Switzerland. Under the terms of the Offer, Sagentia Switzerland Shareholders will receive,
for each ten Sagentia Switzerland Shares held, one new Sagentia Share. The Offer Document setting out the full terms of the Offer was posted
to Sagentia Switzerland Shareholders on 11 June 2008. A Prospectus Equivalent Document containing further information on Sagentia and
Sagentia Switzerland was also published by Sagentia and is available from the Sagentia website at www.sagentiagroup.com.

    Sagentia announces that all the conditions of the Offer, save for Admission of the new Sagentia Shares to AIM, have now been either
satisfied or waived. Accordingly, the Offer is hereby declared unconditional in all respects, save for Admission, and will remain open for
acceptance until further notice. At least 14 days' notice will be given if Sagentia decides to close the Offer.

    Level of acceptances

    Sagentia announces that, as at 5.00 p.m. on 30 June 2008, valid acceptances of the Offer had been received in respect of a total number
of 185,905,713 Sagentia Switzerland Shares, representing approximately 86.1 per cent. of the existing issued share capital of Sagentia
Switzerland.


    Settlement

    Except as provided in paragraph 4 of Appendix II to the Offer Document in the case of certain Overseas Shareholders, settlement of the
consideration to which any Sagentia Switzerland Shareholder is entitled under the Offer will be effected by:

    (i) in the case of acceptances received, complete in all respects, by the date of Admission, within 14 days of Admission; or

    (ii) in the case of acceptances of the Offer received, complete in all respects, after  Admission but while it remains open for
acceptance, within 20 days of such receipt, in the following manner:

    (a) Sagentia Switzerland Shares in certificated or uncertificated form (i.e. not CDIs)
    Where an acceptance relates to Sagentia Switzerland Shares in certificated or uncertificated form, the Sagentia Shares to which the
accepting Sagentia Switzerland Shareholder is entitled in consequence of the Offer will be issued to such shareholder in certificated form.
Definitive certificates for the Sagentia Shares will be despatched by first class post to accepting Sagentia Switzerland Shareholders or
their appointed agents (but not in, into or from the United States, Canada, Australia, South Africa or Japan). Temporary documents of title
will not be issued pending the despatch by post of new definitive share certificates.

    (b) Sagentia Switzerland CDIs
    Where an acceptance relates to Sagentia Switzerland CDIs any Sagentia Shares to which the accepting holder of Sagentia Switzerland CDIs
is entitled in consequence of the Offer will be issued in uncertificated form. In such event Sagentia will instruct Euroclear to credit the
appropriate stock account in CREST with the accepting Sagentia Switzerland Shareholder's entitlement to Sagentia Shares.


    To accept the Offer

    Holders of Sagentia Switzerland Shares in certificated or uncertificated form should complete and sign the Form of Acceptance and
Assignment and return it as soon as possible by post to Mr. Martin Forster c/o Sagentia, Harston Mill, Harston, Cambridge, Cambridgeshire
CB22 7GG or by hand only (during normal business hours) to the same address.

    Holders of Sagentia Switzerland CDIs will have been advised by Euroclear how the Offer may be accepted in respect of the Sagentia
Switzerland Shares underlying their CDIs.

    The decision as to whether or not to accept the Offer depends on the individual circumstances of each Sagentia Switzerland Shareholder,
including their tax position. The Offer Document sets out certain implications of acceptance of the Offer in relation to United Kingdom
taxation. If Sagentia Switzerland Shareholders are in any doubt about the action they should take, they should immediately consult their
stockbroker, bank manager, solicitor, accountant or other independent financial adviser, duly authorised under the Financial Services and
Markets Act 2000, if they are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser.


    Admission to trading on AIM and dealings in Sagentia Shares

    Application will be made to the London Stock Exchange for the Sagentia Shares issued in connection with the Offer to be admitted to
trading on AIM. It is expected that Admission will become effective and that dealings will commence in the Sagentia Shares on 8 July 2008.

    Following Admission, Sagentia will have an interest of at least 86.1 per cent. in Sagentia Switzerland's issued share capital. However,
under Swiss law, Sagentia may not have the right to compulsorily acquire those Sagentia Switzerland Shares in respect of which the Offer is
not accepted; as a result it is unlikely that, after the Offer closes, Sagentia will own 100 per cent. of the Existing Sagentia Group. 

    Further announcements as to the level of acceptances of the Offer received, and therefore Sagentia's holding in Sagentia Switzerland,
will be made to the market as appropriate.


    De-listing

    Subject to Admission, Sagentia intends to procure the making of an application by Sagentia Switzerland to the UK Listing Authority for
cancellation of the listing of Sagentia Switzerland Shares on the Official List and for the cancellation of the admission to trading of
Sagentia Switzerland Shares on the London Stock Exchange's market for listed securities.

    Cancellation of listing and trading will take place 20 business days after Admission. It is expected that a further announcement, in
accordance with rule 5.2.11 of the Listing Rules, will be made following Admission to notify Sagentia Switzerland Shareholders that the 20
business day notice period has commenced and that cancellation of listing and trading will take place on 5 August 2008.

    Sagentia Switzerland Shareholders who do not accept the Offer will not receive new Sagentia Shares but will remain holders of Sagentia
Switzerland Shares. It is likely that Sagentia Switzerland will be delisted on 5 August 2008 and as a result Sagentia Switzerland
Shareholders who take no action will remain holders of shares in an unquoted Swiss registered company and the liquidity and marketability of
their Sagentia Switzerland Shares will, as a result, be greatly reduced.

    Terms used in this announcement have the same meaning given to them in the Offer Document.




    Enquiries:
    Sagentia Group PLC:
    Dr Alistair Brown                               +44 1223 875200
    Guy McCarthy 

    Arbuthnot Securities:
    John Prior                                         +44 20 7012 2000
    Antonio Bossi

    This announcement does not constitute, or form any part of, an offer or an invitation to purchase any securities.


    This announcement does not constitute an offer of, or the solicitation of any offer to buy or sell, any securities in Sagentia or
Sagentia Switzerland to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful. The distribution of this
announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should
inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the
securities laws of such jurisdiction.


    Arbuthnot, which is a member of the London Stock Exchange and is authorised and regulated by the Financial Services Authority, has
agreed to act as nominated adviser and broker to Sagentia and is acting as financial adviser to Sagentia Switzerland and Sagentia and as
broker to Sagentia Switzerland in connection with the Offer and Admission. Arbuthnot is acting exclusively for the Company and Sagentia
Switzerland and no-one else. It will not be responsible to anyone other than the Company and Sagentia Switzerland for providing the
protections afforded to customers of Arbuthnot or for advising any other person in relation to the subject matter or contents of this
announcement.




This information is provided by RNS
The company news service from the London Stock Exchange
 
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