TIDMCOS
RNS Number : 6228C
Rosen's Diversified Inc
20 October 2020
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction
(including the united states) where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction
.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO . 596/2014 . UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN .
For immediate release
20 October 2020
RECOMMED CASH OFFER
for
COLLAGEN SOLUTIONS PLC
by
ROSEN'S DIVERSIFIED, INC .
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Introduction
On 14 September 2020, Rosen's Diversified, Inc. ("RDI") made a
recommended cash offer to acquire the entire issued and to be
issued ordinary share capital of Collagen Solutions plc ("Collagen"
or the "Company") not already owned by RDI. Under the terms of the
Offer, Collagen Shareholders who accept the Offer are entitled to
receive, for each Collagen Share held, 6.5 pence in cash. The
document setting out the full terms of, and Conditions to, the
Offer (the "Offer Document") was posted to Collagen Shareholders on
14 September 2020.
RDI announces that all the conditions of the Offer have now been
either satisfied or waived. Accordingly, the Offer is hereby
declared unconditional in all respects and will remain open for
acceptance until further notice. At least 14 days' notice will be
given if RDI decides to close the Offer.
Level of acceptances
RDI announces that as at 1.00 p.m. (London time) on Monday, 19
October 2020, being the second closing date of the Offer, valid
acceptances of the Offer had been received in respect of
330,251,386 Collagen Shares, representing approximately 73.90 per
cent. of Collagen's existing issued ordinary share capital and
approximately 90.91 per cent. of the Collagen Shares to which the
Offer relates. So far as RDI is aware, none of these acceptances
have been received from any persons acting, or deemed to be acting,
in concert with RDI.
Prior to the publication of the Offer Document, RDI had received
irrevocable undertakings to accept (or procure the acceptance of)
the Offer from the Independent Collagen Directors who beneficially
hold or control Collagen Shares. RDI had also received irrevocable
undertakings to accept (or procure the acceptance of) its Offer
from certain institutional and other Collagen Shareholders.
Together, these irrevocable undertakings related to, in
aggregate, 192,081,234 Collagen Shares, representing approximately
42.98 per cent. of the existing issued ordinary share capital of
Collagen.
Valid acceptances have been received in respect of all of the
Collagen Shares which were the subject of such irrevocable
undertakings, save for the fact that Rathbone Investment Management
Limited ("Rathbone") accepted for 11,956,500 Collagen Shares, being
210,000 Collagen Shares less than provided for in Rathbone's
irrevocable undertaking. RDI has accepted this lower number, as it
covers all the Collagen Shares held by Rathbone, over which
Rathbone had the discretion to accept the Offer.
As a result, acceptances have been received in respect of
irrevocable undertakings representing, in aggregate, 191,871,234
Collagen Shares, representing approximately 42.94 per cent. of the
existing issued ordinary share capital of Collagen.
Prior to the announcement of the Offer, RDI already owned
83,600,000 Collagen Shares, representing approximately 18.71 per
cent. of Collagen's existing issued ordinary share capital.
Accordingly, the total number of Collagen Shares in respect of
which valid acceptances of the Offer have been received is
330,251,386 Collagen Shares, representing approximately 73.90 per
cent. of Collagen's existing issued ordinary share capital and
approximately 90.91 per cent. of the Collagen Shares to which the
Offer relates.
Furthermore, the total number of Collagen Shares already owned
by RDI, together with those in respect of which valid acceptances
of the Offer have been received, is therefore 413,851,386 Collagen
Shares representing approximately 92.61 per cent. of Collagen's
existing issued ordinary share capital.
Save as disclosed in this announcement, neither RDI nor the RDI
Directors nor any person acting, or deemed to be acting, in concert
with RDI for the purposes of the Offer has any interest in relevant
securities of Collagen, or holds any right to subscribe for any
relevant securities of Collagen, or holds any short positions
(whether conditional or absolute and whether in the money or
otherwise), including any short positions under a derivative, in
any relevant securities of Collagen, or is party to any agreement
to sell or to deliver any relevant securities of Collagen, or holds
any right to require another person to purchase or take delivery of
any relevant securities of Collagen or has during the Offer Period
borrowed or lent any relevant securities of Collagen.
Settlement of consideration
Settlement of the consideration to which any Collagen
Shareholder is entitled under the Offer is expected to be
dispatched (or credited through CREST) to validly accepting
Collagen Shareholders: (i) in the case of acceptances received,
complete in all respects, on or before the date of this
announcement, within 14 days of this announcement; or (ii) in the
case of acceptances received, complete in all respects, after the
date of this announcement but while the Offer remains open for
acceptance, within 14 days of such receipt, and in either case in
the manner described in paragraph 12 of the letter from RDI to
Collagen Shareholders set out in Part II of the Offer Document.
Cancellation of admission to trading on AIM and compulsory
acquisition
Since RDI has now received acceptances under the Offer in
respect of more than 90 per cent. of the Collagen Shares to which
the Offer relates, RDI intends to exercise its rights pursuant to
the provisions of sections 974 to 991 (inclusive) of the Companies
Act 2006 to acquire compulsorily the remaining Collagen Shares, in
respect of which the Offer has not been accepted, on the same terms
as the Offer. A further announcement will be made in relation to
the despatch of compulsory acquisition notices in due course.
Further, as stated in the Offer Document, RDI confirms that,
since the Offer has now been declared unconditional in all respects
and RDI has, by virtue of acceptances of the Offer acquired, or
agreed to acquire, Collagen Shares which, together with Collagen
Shares already owned by RDI represent more than 75 per cent. of the
voting rights attaching to the ordinary share capital of Collagen,
it intends to take steps to procure, as soon as practicable, the
making of an application by Collagen to London Stock Exchange plc
for the cancellation of the admission to trading of Collagen Shares
on AIM and a further announcement will be made giving at least 20
Business Days' notice prior to such cancellation. It is also
anticipated that, after the cancellation of admission to trading on
AIM of Collagen Shares, Collagen will be re-registered as a private
limited company under the relevant provisions of the Companies Act
2006.
Collagen Shareholders are strongly recommended to accept the
Offer as the cancellation of admission to trading of Collagen
Shares on AIM will significantly reduce the liquidity and
marketability of any Collagen Shares in respect of which the Offer
has not been accepted at that time .
Further acceptance of the Offer
The Offer will remain open for acceptance until further notice.
RDI will give not less than 14 days' notice in writing to Collagen
Shareholders who have not accepted the Offer that the Offer will
remain open for such period before closing it.
Collagen Shareholders who wish to accept the Offer, but who have
not yet done so, in respect of Collagen Shares held in certificated
form (that is, not in CREST), should complete, sign, have witnessed
(as required) and return their Form of Acceptance along with their
valid original share certificate(s) and/or any other relevant
document(s) of title, in accordance with the instructions set out
in the Offer Document and on the Form of Acceptance, by post or by
hand (during normal business hours only) to the Receiving Agent,
Neville Registrars, at Neville House, Steelpark Road, Halesowen,
B62 8HD, as soon as possible.
Collagen Shareholders who wish to accept the Offer, but who have
not yet done so, in respect of Collagen Shares held in
uncertificated form (that is, in CREST), should read paragraph 12
of the letter from RDI to Collagen Shareholders set out in Part II
of the Offer Document and Part E of Appendix I to the Offer
Document and follow the procedure for Electronic Acceptance set out
therein so that the TTE instruction settles as soon as
possible.
Collagen Shareholders who hold their Collagen Shares as a CREST
sponsored member should refer to their CREST sponsor as only their
CREST sponsor will be able to send the necessary TTE instruction(s)
to Euroclear.
Subject to certain restrictions relating to persons in any
Restricted Jurisdiction, any Collagen Shareholder, person with
information rights and any other person entitled to receive this
announcement may request hard copies of this announcement, the
Offer Document and additional forms of acceptance by contacting the
Receiving Agent, Neville Registrars, on 0121 585 1131 from within
the UK or +44 (0) 121 585 1131 if calling from outside the UK or by
submitting a request in writing to Neville Registrars at Neville
House, Steelpark Road, Halesowen, B62 8HD, stating their name and
the address to which the hardcopy version(s) should be sent. Calls
are charged at your network provider's standard rate and may be
included within your plan but will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. Lines will be open between 9.00 a.m. to 5.00 p.m. (London
time), Monday to Friday (excluding public holidays in England and
Wales). Calls may be recorded and randomly monitored for security
and training purposes. Please note that Neville Registrars cannot
provide advice on the merits of the Offer nor give any financial,
tax, investment or legal advice. Collagen Shareholders may also
request that all future documents, announcements and information to
be sent to them in relation to the Offer should be in hardcopy
form. Unless you have previously elected to receive hard copies of
any such documents, announcements or information, hard copies shall
not be sent to you but you may request them.
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the Offer Document.
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdiction, on Collagen's website at
https://ir.collagensolutions.com/content/investors/
takeover-documentation until the end of the Offer Period. For the
avoidance of doubt, the contents of the website referred to above
are not incorporated into and do not form part of this
announcement.
Enquiries:
Rosen's Diversified, Inc. Tel: +1 (612) 406-5181
David Krawitz, Director of Strategy, Operations
and Sales
Strand Hanson Limited Tel: +44 (0) 20
(Financial Adviser to Rosen's Diversified, Inc.) 7409 3494
Stuart Faulkner Matthew Chandler
James Dance Jack Botros
Collagen Solutions Plc via Walbrook
Jamal Rushdy, CEO
Hilary Spence, CFO
England & Company LLC Tel: +1 (212) 235-0850
(Joint Financial Adviser to Collagen Solutions
Plc)
Craig England
Paul Teitelbaum
Goodbody Stockbrokers UC Tel: +353 (0) 1
(Rule 3 Adviser and Joint Financial Adviser to 667 0400
Collagen Solutions Plc)
Stephen Kane
Christopher McAuliffe
Cenkos Securities plc Tel: +44 (0) 207
(Nominated Adviser and Broker to Collagen Solutions 397 8900
Plc)
Giles Balleny (Corporate Finance)
Stephen Keys
Walbrook PR Ltd Tel: +44 (0) 20
(Financial PR adviser to Collagen Solutions Plc) 7933 8780
Anna Dunphy or collagen@walbrookpr.com
Mob: +44 (0) 7876
741 001
Important Notice
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to RDI 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 RDI
for providing the protections afforded to clients of Strand Hanson
Limited nor for providing advice in relation to the Offer, the
contents of this announcement or any other matter referred to
herein. Neither Strand Hanson Limited nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Strand Hanson Limited in connection with this
announcement, any statement contained herein or otherwise.
England & Company LLC, through its wholly owned subsidiary,
England Securities, LLC, is acting as joint financial adviser to
Collagen 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 Collagen for providing the protections
afforded to clients of England & Company LLC nor for providing
advice in relation to the Offer, the contents of this announcement
or any other matter referred to herein. Neither England &
Company LLC nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of England
& Company LLC in connection with this announcement, any
statement contained herein or otherwise.
Goodbody Stockbrokers UC, trading as Goodbody, which is
regulated in Ireland by the Central Bank of Ireland and in the UK
by the Financial Conduct Authority, is acting as sole Rule 3
adviser and joint financial adviser to Collagen 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
Collagen for providing the protections afforded to clients of
Goodbody Stockbrokers UC nor for providing advice in relation to
the Offer, the contents of this announcement or any other matter
referred to herein. Neither Goodbody Stockbrokers UC nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Goodbody Stockbrokers UC in
connection with this announcement, any statement contained herein
or otherwise.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as nominated adviser and broker to Collagen 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
Collagen for providing the protections afforded to clients of
Cenkos Securities plc nor for providing advice in relation to the
Offer, the contents of this announcement or any other matter
referred to herein. Neither Cenkos Securities plc nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Cenkos Securities plc in connection
with this announcement, any statement contained herein or
otherwise.
COLLAGEN SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT
CAREFULLY. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT INTED 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. THE OFFER IS BEING MADE SOLELY
BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND
CONDITIONS OF THE OFFER AND, IN THE CASE OF COLLAGEN SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE OF THE
OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED
IN THE OFFER DOCUMENT.
Overseas jurisdictions
The availability of the Offer 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. In particular, the
ability of persons who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of the
relevant jurisdictions in which they are located.
This announcement has been prepared for the purposes of
complying with English law, the Code and the AIM 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 and regulations of jurisdictions outside the United
Kingdom.
The Offer is being implemented in accordance with applicable
English law and is subject to the applicable requirements of the
Code, the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority, the Panel and the rules of the London
Stock Exchange (including the AIM Rules).
Unless otherwise determined by RDI or required by the Code, and
permitted by applicable law and regulation, the Offer is not being
made available directly or indirectly, in, into or from a
Restricted Jurisdiction or any other jurisdiction where to do so
would constitute a violation of the laws of that jurisdiction and
no person may accept the Offer from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement, the Offer Document, the Form of Acceptance
and all other documents relating to the Offer are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction
unless otherwise determined by RDI and as permitted by applicable
law 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. All persons receiving this announcement (including,
without limitation, custodians, nominees and trustees) should
observe these restrictions and any applicable legal or regulatory
requirements of their jurisdiction and must not mail or otherwise
forward, send or distribute this announcement in, into or from any
Restricted 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.
US shareholders
The O er is being made for the securities of an English company
and is being made in the United States in compliance with, and in
reliance on, Section 14(e) of the United States Securities Exchange
Act of 1934 (the "Exchange Act"), Regulation 14E thereunder, and
the exemption therefrom provided by Rule 14d-1(d) under the
Exchange Act. The O er is being made in the United States by RDI
and no-one else. The O er is subject to disclosure and procedural
requirements of the United Kingdom which are di erent from those in
the United States. In addition, the payment and settlement
procedures with respect to the O er will comply with the relevant
UK rules, which di er from US payment and settlement procedures.
Neither the United States Securities Exchange Commission, nor any
securities commission of any state or other jurisdiction of the
United States, will approve the O er or review or comment on the
adequacy or completeness of the Offer Document.
The receipt of cash pursuant to the O er may have tax
consequences in the United States and under other applicable tax
laws and such consequences, if any, are not described herein. US
Shareholders are urged to consult with their own legal, tax and
nancial advisers in connection with making a decision regarding the
O er.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice, RDI or nominees or brokers of RDI (acting as agents) or
their respective a liates may from time to time make certain
purchases of, or arrangements to purchase, Collagen Shares or other
Collagen securities other than pursuant to the O er at any time
prior to completion of the O er. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any such purchases, or arrangements to
purchase, will comply with all applicable requirements of the Code,
the AIM Rules and Regulation 14E under the US Exchange Act
including Rule 14e-5, to the extent applicable. To the extent
required to be disclosed in accordance with applicable regulatory
requirements, information about any such purchases will be
disclosed on a next day basis to the Panel and will be available
from a Regulatory Information Service.
Canadian shareholders
The enforcement by holders of Collagen Shares in Canada,
resident in Canada or with a registered address in Canada, and any
custodian, nominee or trustee holding Collagen Shares for persons
in Canada or with a registered address in Canada (collectively,
"Canadian Shareholders") of civil liabilities under Canadian
securities laws, to the extent applicable, may be affected
adversely by the fact that each of the Company and RDI is
incorporated or organised under the laws of a jurisdiction other
than Canada, that some or all of their respective officers and
directors are and will be residents of countries other than Canada,
and that all or a substantial portion of the assets of the Company,
RDI and such persons are and will be located outside Canada. As a
result, it may be difficult or impossible for Canadian Shareholders
to effect service of process within Canada upon the Company, RDI or
their respective officers or directors, or to realise against them,
upon judgments of courts of Canada predicated upon liabilities
under Canadian securities laws.
Canadian Shareholders should be aware that the Offer described
in the Offer Document may have tax consequences in Canada and
should consult their own tax advisers to determine the particular
tax consequences to them of the Offer in light of their particular
circumstances, as well as any tax consequences that may arise under
the laws of any other relevant foreign, state, local or other
taxing jurisdiction.
Further details in relation to Overseas Shareholders are
contained in the Offer Document.
Publication on a website
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Collagen's website at
https://ir.collagensolutions.com/content/investors/takeover-documentation
by no later than 12.00 noon (UK time) on the Business Day following
this announcement.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks on such website is incorporated into, or forms part of,
this announcement.
END
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