TIDMSPH
RNS Number : 9504X
Sinclair Pharma PLC
16 August 2018
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.
THIS DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY
THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER
MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.
FOR IMMEDIATE RELEASE
16 AUGUST 2018
Sinclair Pharma plc ("Sinclair" or the "Company")
Extension of PUSU deadline
On 5 July 2018, the Board of Sinclair announced that it had
received an approach from China Grand Enterprises, Inc. ("China
Grand") and its affiliate company Huadong Medicine Co., Ltd
("Huadong Medicine") which may or may not result in an offer for
the Company. Discussions between the companies are ongoing.
At the request of the Board of Sinclair and pursuant to Rule
2.6(c) of the Code, the Takeover Panel has consented to an
extension of the relevant deadline of 7 days. Accordingly, China
Grand and Huadong Medicine must, by no later than 5.00 p.m. on 23
August 2018, either announce a firm intention to make an offer for
Sinclair in accordance with Rule 2.7 of the Code or announce that
it does not intend to make an offer, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline will only be further extended with the
consent of the Panel.
The person responsible for arranging this announcement on behalf
of Sinclair is Alan Olby, Chief Financial Officer.
For further information, please contact:
+44 (0) 20 7467
Sinclair Pharma plc 6920
Chris Spooner
Alan Olby
Andy Crane
+44 (0) 20 7280
Rothschild (Lead Financial Adviser) 5000
Dominic Hollamby
Julian Hudson
Peel Hunt (Joint Financial Adviser, NOMAD and +44 (0)20 7418
Joint Broker) 8900
James Steel
Michael Nicholson
Oliver Jackson
+44 (0) 20 7653
RBC Capital Markets (Joint Broker) 4000
Marcus Jackson
Media enquiries
+ 44 (0) 203
FTI Consulting 727 1000
Ben Atwell
Brett Pollard
Stephanie Cuthbert
Notice related to financial advisers
N.M. Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Sinclair and for no one
else in connection with the subject matter of this announcement and
will not be responsible to anyone other than Sinclair for providing
the protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Sinclair and for no one else in connection with the
subject matter of this announcement and will not be responsible to
anyone other than Sinclair for providing the protections afforded
to its clients or for providing advice in connection with the
subject matter of this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company 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) the offeree company 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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
the offeree company 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 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company 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) the offeree
company 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 pm (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 an offeree company 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 the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, 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.
Website publication
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be published on the Company's website at
www.sinclairpharma.com promptly and by no later than 12 noon
(London time) on the business day following this announcement. The
content of this website is not incorporated in, and does not form
part of, this announcement.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Sinclair confirms that,
as at the date of this announcement, its issued and fully paid
share capital consists of 503,768,952 ordinary shares with par
value of 1p. The International Securities Identification Number
(ISIN) for the ordinary shares is GB0033856740.
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.
END
OUPKMGMRNKMGRZM
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