TIDMCBF
RNS Number : 6388G
Recipharm AB
03 February 2010
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
RECOMMENDED MANDATORY CASH OFFER UNDER RULE 9 OF THE CITY CODE TO ACQUIRE
ORDINARY SHARES IN COBRA BIO-MANUFACTURING PLC MADE BY ACORN CORPORATE FINANCE
LIMITED ON BEHALF OF RECIPHARM AB
Further to the announcement made by Recipharm AB ("Recipharm") on 13 January
2010; Recipharm is pleased to announce that its recommended mandatory cash offer
for the entire issued and to be issued share capital of Cobra Bio-manufacturing
Plc ("Cobra"); has today been declared wholly unconditional.
The Offer Document in relation to the recommended mandatory cash offer made by
Acorn Corporate Finance on behalf Recipharm for Cobra was posted to Cobra
Shareholders on 13 January 2010.
Level of acceptances and ownership
At the time the Offer Document was posted, Recipharm held 19,450,000 Cobra
Shares representing approximately 43.87 per cent of the issued share capital of
Cobra. In addition, it had obtained irrevocable undertakings to accept, or to
procure the acceptance of, the Offer from certain Cobra Directors in respect of
969,000 Cobra Shares being approximately 2.19 per cent. of Cobra's issued share
capital ("Committed Shares"). In respect of the Committed Shares, as at 1.00
p.m. (London time) on 3 February 2010, valid acceptances had been received in
respect of 969,000 Cobra Shares for the Offer being approximately 2.19 per cent.
of the issued share capital of Cobra .
In total, as at 1:00 p.m. (London time) on 3 February 2010, valid acceptances of
the Offer had been received in respect of 16,766,861 Cobra Shares, representing
approximately 37.81 per cent. of the issued share capital of Cobra. Therefore,
taking into account the 19,450,000 Cobra Shares acquired by Recipharm on 16
December 2009, as at 1:00 pm (London time) on 3 February 2010, Recipharm either
owned or had received valid acceptances in respect of 36,216,816 Cobra Shares,
representing approximately 81.68 per cent. of the entire issued share capital of
Cobra.
Save as disclosed in this announcement neither Recipharm nor, so far as
Recipharm is aware, any person acting or deemed to be acting in concert with
Recipharm has any interest in any Cobra Shares (to which the Offer relates) or
in any securities convertible into or exchangeable into Cobra Shares or has any
rights to subscribe for Cobra Shares or holds any short position in relation to
Cobra Shares (whether conditional or absolute and whether in the money or
otherwise) including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery, or has borrowed or on lent any Cobra Shares.
Recipharm also holds GBP180,000 of Convertible Loan Notes, which carry the
right, in aggregate, to covert into 18,000,000 Ordinary Shares. Therefore, if
Recipharm were to convert these Convertible Loan Notes, its holding, including
those Cobra Shares already held and those Cobra Shares for which valid
acceptances have been received, would be 54,216,861 Cobra Shares representing
some 86.97 per cent. of the then issued share capital of Cobra.
Procedure for acceptance
Recipharm also announces that the Offer will be extended until 1.00 p.m. (London
Time) on 17 February 2010 and encourages all Cobra Shareholders, who have not
already done so, to follow the recommendation of the Cobra Directors in
accepting the offer.
To accept the Offer in respect of Cobra Shares held in certificated form, Cobra
Shareholders should complete, sign and return the Form of Acceptance, which
accompanied the Offer Document together with their share certificate(s), in
accordance with the instructions contained therein and set out in the Offer
Document, as soon as possible and, in any event, so as to be received by Capita
Registrars by no later than 1.00pm (London time) on 17 February 2010.
To accept the Offer for Cobra Shares held in CREST, Cobra Shareholders should
follow the procedure for electronic acceptance through CREST in accordance with
the instructions set out in the Offer Document so that the TTE Instruction
settles as soon as possible and, in any event, by no later than 1.00pm (London
time) on 17 February 2010.
Copies of the Offer Document, the Form of Acceptance and any information
incorporated into it by reference to another source, are available by writing to
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU or calling on 0871 664 0321 or if calling from outside
the UK, on +44 20 8639 3399 between 9.00am and 5.00pm (London time) Monday to
Friday (except UK public holidays). while the Offer remains open for acceptance.
Calls to the 0871 664 0321 number are charged at 10 pence per minute (including
VAT) plus any of your service providers network extra charges. Capita
Registrars cannot provide advice on the merits of the Offer nor give any
financial, legal or tax advice.
Cancellation of admission to trading on AIM and re-registration as a private
company
As Recipharm has attained the required 75 per cent. of the voting rights
attaching to Cobra Shares, Recipharm intends to procure that Cobra will make an
application to the London Stock Exchange for the cancellation of admission to
trading on AIM of Cobra Shares as soon as practicable.
In accordance with the AIM Rules, trading on AIM in Cobra Shares is expected to
be cancelled to take effect from 7.00am on 5 March 2010. Accordingly the last
day of dealings in Cobra Shares is expected to be 4 March 2010.
The cancellation of the admission to trading of Cobra Shares on AIM will
significantly reduce the liquidity and marketability of any Cobra Shares held by
persons who have not accepted the Offer at that time and Cobra Shareholders
should be aware that there may be no future market for a Cobra Shareholder to
realise their investment in Cobra.
Following the delisting and the cancellation of admission to trading of Cobra
Shares on AIM, Cobra will be re-registered as a private limited company under
the provisions of sections 97 to 101 of the Companies Act 2006.
Settlement of consideration
Settlement of consideration due under the Offer in respect of acceptances which
have been received and are valid and complete in all respects will, in the case
of certificated holders be dispatched by first class post (or by such other
method as approved by the Panel) and in the case of uncertificated holders by
crediting their CREST accounts, on or before 17 February 2010 . Settlement of
consideration in respect of further acceptances which are valid and complete in
all respects will be made within 14 days of the receipt of such acceptances.
Compulsory acquisition
As described in the Offer Document, once Recipharm receives valid acceptances
under the Offer in respect of, or otherwise acquires, 90 per cent. or more of
Cobra Shares to which the Offer relates, and 90 per cent. or more of the voting
rights attaching to Cobra's issued share capital, Recipharm intends to exercise
its rights pursuant to Sections 974 to 991(inclusive) of the Companies Act 2006,
to acquire compulsorily the remaining Cobra Shares for which it has not received
valid acceptances of the Offer or otherwise acquired.
Terms defined in the Offer Document have the same meaning in this announcement.
Acorn Corporate Finance Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Recipharm
and no-one else in connection with the Offer and will not be responsible to
anyone other than Recipharm for providing the protections afforded to clients of
Acorn Corporate Finance Limited nor for providing advice in relation to the
Offer, the content of this announcement, or any transaction, arrangement or
matter referenced herein.
Seymour Pierce Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Cobra and no-one
else in connection with the Offer and will not be responsible to anyone other
than Cobra for providing the protections afforded to clients of Seymour Pierce
Limited nor for providing advice in relation to the Offer, the content of this
announcement, or any transaction, arrangement or matter referenced herein.
Copies of the Offer Document, the Form of Acceptance and other documents on
display for the purposes of the Offer are available for inspection during normal
business hours on any business day at the offices of Cobbetts LLP, 70 Grays Inn
Road, London, WC1X 8BT,throughout the period during which the Offer remains open
for acceptance.
This announcement is not intended to and does not constitute, or form any part
of, an offer to sell or the solicitation of an offer to subscribe for or buy any
securities, nor shall there be any sale, issue or transfer of the securities
referred to in this announcement in any jurisdiction in contravention of any
applicable law. The Offer is made solely by means of the Offer Document and, in
the case of certificated Cobra Shares, the Form of Acceptance accompanying the
Offer Document.
The Offer will not be made directly or indirectly in or into the United States,
Canada, Australia, the Republic of South Africa or Japan. Accordingly, copies of
this announcement are not being, and must not be, mailed or otherwise
distributed or sent in or into or from the United States, Canada, Australia, the
Republic of South Africa or Japan. The availability of the Offer to persons
outside the United Kingdom may be affected by the laws of other jurisdictions.
Such persons should inform themselves about and observe any applicable
requirements of those jurisdictions.
The Offer Document is available on Recipharm's website www.recipharm.com and on
Cobra's website at www.cobrabio.com. and will continue to be made available on
these websites free of charge whilst the Offer remains open for acceptance.
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Cobra, all " dealings" in any "relevant securities" of
Cobra (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 pm (London time) on the London business day following the date of the
relevant transaction. This requirement will continue until the date on which the
Offer becomes unconditional as to acceptances, lapses or is otherwise withdrawn
or on which the "offer period" otherwise ends. If two or more persons act
together pursuant to an agreement or understanding, whether formal or informal,
to acquire an "interest" in "relevant securities" of Cobra, they will be deemed
to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Cobra by Recipharm, must be disclosed by no later than 12.00 noon
(London time) on the London 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, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"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 are defined in the City Code, 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.
Enquiries:
+--------------------------------------+--------------------------+
| COBRA BIO-MANUFACTURING PLC | Telephone: +44 (0) 1782 |
| Danny Chapchal, Chairman | 714 181 |
| Simon Saxby, Chief Executive | |
| Peter Coleman, CFO and Company | |
| Secretary | |
+--------------------------------------+--------------------------+
| | |
+--------------------------------------+--------------------------+
| RECIPHARM AB | Telephone: +46 (0) 8 |
| | 6025313 |
+--------------------------------------+--------------------------+
| Carl-Johan Spak, Vice President | |
| | |
+--------------------------------------+--------------------------+
| Seymour Pierce LIMITED | Telephone: +44 (0) 207 |
| (Financial Adviser, Nominated | 107 8000 |
| Adviser and Broker to Cobra) | |
| Chris Howard | |
| Christopher Wren | |
| | |
+--------------------------------------+--------------------------+
| ACORN CAPITAL PARTNERS | Telephone: +44(0) 870 |
| (Financial Adviser to Recipharm) | 122 5432 |
+--------------------------------------+--------------------------+
| Harry Dutson | |
| | |
+--------------------------------------+--------------------------+
| BUCHANAN COMMUNICATIONS | Telephone: +44 (0) 207 |
| Tim Anderson | 466 5000 |
+--------------------------------------+--------------------------+
The Directors of Cobra accept responsibility for the information contained in
this announcement relating to Cobra, the Cobra Directors and members of their
immediate families, related trusts and persons connected with them. To the best
of the knowledge and belief of the Directors of Cobra (who have taken all
reasonable care to ensure that such is the case) the information contained in
this announcement for which they are responsible is in accordance with the facts
and does not omit anything likely to impact the import of this announcement.
The Directors of Recipharm accept responsibility for the information contained
in this announcement other than relating to Cobra, the Cobra Directors and
members of their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the Directors of Recipharm (who
have taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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