TIDMSBI
RNS Number : 3538K
SourceBio International PLC
20 December 2022
SourceBio International plc
( " SourceBio " , the " Company " or the " Group " )
Results of General Meeting and Tender Offer
and
Cancellation of Admission of the Company's Ordinary Shares to
Trading on AIM
and
Cancellation of SAYE and ESOP share schemes
Results of the General Meeting
SourceBio (AIM: SBI) announces that, at the General Meeting of
the Company held at 12:00 p.m. today, the resolutions put to
Shareholders to approve the Tender Offer, Cancellation,
Re-Registration and New Articles were duly passed. Voting on the
resolutions was as follows:
Resolution Description For Against Withheld
A special resolution to authorise
and to approve the terms under
which the Tender Offer will be
1 effected. 61,789,000 215,356 1,662
------------------------------------------ ----------- -------- ---------
A special resolution for the cancellation
of admission of the Ordinary Shares
2 to trading on AIM. 61,474,427 530,329 1,262
------------------------------------------ ----------- -------- ---------
A special resolution relating
to the Re-Registration of the
3 Company as a private limited company. 61,474,374 495,908 1,262
------------------------------------------ ----------- -------- ---------
A special resolution relating
to the replacement of the Company's
current articles of association
4 with new articles of association. 61,474,895 493,387 3,262
------------------------------------------ ----------- -------- ---------
Note: Any proxy appointments which gave direction to the
Executive Chairman have been included in the "for" column. The
total number of shares in issue is 74,183,038.
Result of the Tender Offer
The maximum aggregate number of Ordinary Shares that could be
purchased pursuant to the Tender Offer was 11,071,810 Ordinary
Shares (representing 14.9 per cent. of the Company's issued share
capital) at the Tender Price of 115 pence per Ordinary Share.
SourceBio can confirm that a total of 5,981,364 Ordinary Shares
have been tendered at 115 pence per Ordinary Share in connection
with the Tender Offer, representing approximately 8.1 per cent. of
the Company's issued share capital. The total value which will be
returned to Shareholders pursuant to the Tender Offer will be
approximately GBP6.9 million.
Payment will be made through CREST for uncertificated Ordinary
Shares purchased pursuant to the Tender Offer along with CREST
accounts credited for revised, uncertificated holdings of Ordinary
Shares, by 23 December 2022. Cheques for certificated Ordinary
Shares purchased pursuant to the Tender Offer and balancing share
certificates for revised, certificated holdings in the case of
partial tenders will be despatched by 4 January 2023.
Financing of the Tender Offer
The Tender Offer will be funded from the Company's own cash
resources and the Harwood Convertible Loan Note of GBP4 million.
The Company has decided not to draw the GBP4 million term loan
included within the Barclays Bank facility agreement dated 22
November 2022, but will retain the revolving credit facility of
GBP4 million for potential future working capital purposes.
Total voting rights
With effect from 21 December 2022, the total number of
exercisable voting rights in the Company will reduce from
74,183,038 to 68,201,674. This figure may be used by Shareholders
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the Company.
Cancellation and Re-Registration
As previously announced on 23 November 2022, following the
approval of the proposed Cancellation by Shareholders at the
General Meeting held today, the last day of dealings in the
Company's Ordinary Shares on AIM will be 29 December 2022 and the
Cancellation will become effective at 7:00 a.m. on 30 December
2022, subject to a Dealing Notice, as defined in the AIM Rules for
Companies, being issued.
The Re-Registration of the Company as a private company is
expected to take place on or around 18 January 2023.
Cancellation of the SAYE and ESOP share plans
As a consequence of the imminent cancellation of admission to
trading on AIM, the Company will no longer have a daily share price
nor active trading in its Ordinary Shares. The Board has therefore
decided to cancel both its SAYE plan which was adopted on 12
October 2021 and its ESOP plan which was adopted on 22 September
2021.
Defined terms used in this announcement shall bear the meaning
set out in the appendix to the Circular dated 23 November 2022.
Contacts:
SourceBio International plc www.sourcebiointernational.com
Jay LeCoque, Executive Chairman Via Walbrook PR
Tony Ratcliffe, Chief Financial Officer
Liberum (Nominated Advisor and Broker) Tel: 020 3100 2000
Richard Lindley / William Hall /
Miquela Bezuidenhoudt
Walbrook PR Limited Tel: 020 7933 8780 or sourcebio@walbrookpr.com
Paul McManus / Sam Allen Mob: 07980 541 893 / 07502
558 258
About SourceBio International plc
www.sourcebiointernational.com
SourceBio is a leading international provider of integrated
state-of-the-art laboratory services with clients in the
pharmaceutical, healthcare, clinical, drug development and life
sciences research industries, with a focus on improving patient
diagnosis, management and care. Group revenues are derived
primarily from three core business units:
-- Healthcare Diagnostics - Histopathology cancer screening, including
Digital Pathology and clinical diagnostic services for the NHS and
private healthcare providers across the UK
-- Genomics - DNA sequencing services and Precision Medicine offering
for pharmaceutical and biotechnology industries, academia, contract
research organisations (CROs) and other research groups in the UK,
Europe and North America
----------------------------------------------------------------------
-- Stability Storage - Controlled environmental storage services and
laboratory equipment validation services for pharmaceutical industry
in the UK, Ireland and North America
----------------------------------------------------------------------
More details on Group operations can be found here:
www.sourcebioscience.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ROMUROURUNUUUAA
(END) Dow Jones Newswires
December 20, 2022 07:38 ET (12:38 GMT)
Sourcebio (LSE:SBI)
Historical Stock Chart
From Nov 2024 to Dec 2024
Sourcebio (LSE:SBI)
Historical Stock Chart
From Dec 2023 to Dec 2024
