TIDMSTX
RNS Number : 4700C
AOP Health International Management
13 June 2023
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.
FOR IMMEDIATE RELEASE.
13 June 2023
MANDATORY CASH OFFER
for
SHIELD THERAPEUTICS PLC
("SHIELD")
by
AOP HEALTH INTERNATIONAL MANAGEMENT AG
("AOP")
Acceptance Level Update
1. Introduction
On 4 May 2023, AOP announced its intention to make a mandatory
cash offer for all of the issued and to be issued Shield Shares not
already held by AOP (the "Mandatory Offer"). On 25 May 2023, AOP
published and sent the offer document containing the full terms and
conditions of the unrecommended Mandatory Offer (the "Offer
Document") to Shield Shareholders.
Capitalised terms used but not defined in this announcement have
the same meaning given to them in the Offer Document. All
references to times in this announcement are to London times,
unless otherwise stated.
2. Level of acceptances
In accordance with Rule 17 of the Code, AOP is today providing
an update on the level of acceptances received under the Mandatory
Offer.
As at 5.00 p.m. on 12 June 2023, AOP had received valid
acceptances of the Mandatory Offer in respect of a total of 80,625
Shield Shares which AOP may count towards the satisfaction of the
Acceptance Condition, representing approximately 0.01 per cent. of
the issued share capital of Shield.
So far as AOP is aware, none of the acceptances have been
received from persons acting in concert with AOP.
As described in paragraph 5 of Appendix D to the Offer Document,
AOP received:
-- irrevocable undertakings to not accept the Mandatory Offer
from all of the Recommending Shield Directors who hold Shield
Shares in respect of their own legal and/or beneficial holdings,
totalling 5,652,767 Shield Shares (representing 0.79 per cent. of
the existing issued share capital of Shield as at the close of
business on 12 June 2023, being the latest practicable time prior
to the date of this announcement); and
-- a letter of intent noting the Recommending Shield Directors'
recommendation not to accept the Mandatory Offer from Jupiter Asset
Management in respect of its 37,146,992 Shield Shares (representing
5.2 per cent. of the existing issued share capital of Shield as at
the close of business on 12 June 2023).
These irrevocable undertakings and the letter of intent remained
outstanding as at the close of business on 12 June 2023.
As at the close of business on 12 June 2023, AOP and persons
acting in concert with it hold, in aggregate, 298,963,672 Shield
Shares (representing approximately 41.9 per cent. of the existing
issued share capital of Shield).
Therefore, taken together with the Shield Shares that it already
holds, AOP and persons acting in concert with it have acquired or
agreed to acquire, pursuant to the Mandatory Offer or otherwise,
299,044,297 Shield Shares (representing approximately 41.9 per
cent. of the existing issued share capital of Shield).
Shield Shareholders are reminded that, as a summary and subject
to the fuller description in the Offer Document, the Acceptance
Condition shall be satisfied if valid acceptances of the Mandatory
Offer have been received (and not, where permitted, withdrawn) by
no later than 1.00 p.m. on the Unconditional Date (which is 15 June
2023 (unless AOP has set aside the Acceleration Statement in
accordance with the Code)) in respect of such number of Shield
Shares which, when aggregated with the Shield Shares acquired or
agreed to be acquired by AOP or any person acting in concert with
AOP before such time, will result in AOP and any person acting in
concert with it holding, in aggregate, Shield Shares carrying more
than 50 per cent. of the voting rights then normally exercisable at
a general meeting of Shield.
3. Interest in securities
As at the close of business on 12 June 2023 (being the latest
practicable time prior to the date of this announcement), the
interests and rights to subscribe in respect of relevant securities
of Shield held by AOP and persons acting in concert with AOP were
as follows:
Name Total Number of Shield Percentage of existing
Shares issued share capital
of Shield
AOP 290,584,713 ([1]) 40.75%
----------------------- -----------------------
Dr. Christian Schweiger 11,651,713 1.63%
----------------------- -----------------------
Dr. Günther
Krumpl 1,250,000 0.17%
----------------------- -----------------------
Michael Steiger 625,000 0.08%
----------------------- -----------------------
As at the close of business on 12 June 2023 (being the latest
practicable time prior to the date of this announcement), and save
as disclosed above, neither AOP nor, so far as AOP is aware, any
person acting in concert with AOP has:
-- any interest in, or right to subscribe in respect of, or any
short position (whether conditional or absolute and whether in the
money or otherwise) in relation to relevant securities of Shield,
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 of relevant securities of Shield;
-- any outstanding irrevocable commitment or letter of intent
with respect to relevant securities of Shield; nor
-- borrowed or lent any relevant securities of Shield (including
any financial collateral arrangements) save for any borrowed shares
which have been either on-lent or sold.
4. Action to be taken
The Mandatory Offer will be open for acceptances until 1.00 p.m.
on the Unconditional Date, which is 15 June 2023 (unless AOP has
set aside the Acceleration Statement in accordance with the Code,
as set out in paragraph 13 of Part 1 of the Offer Document).
To accept the Mandatory Offer in respect of Shield Shares in
certificated form, you must complete and return the form of
acceptance circulated on 25 May 2023 (the "Form of Acceptance") as
soon as possible and, in any event, so as to be received by the
Receiving Agent by no later than 1.00 p.m. on 15 June 2023.
Acceptances in respect of Shield Shares in uncertificated form
should be made electronically through CREST so that the TTE
instruction settles no later than 1.00 p.m. on 15 June 2023. Full
details of the procedure for acceptance of the Mandatory Offer are
set out in paragraph 14 of Part 1 of the Offer Document and, in
respect of certificated Shield Shares, as further described in the
Form of Acceptance.
Subject to certain restrictions relating to persons resident in
a Restricted Jurisdiction, the Offer Document will be made
available on AOP's website at https://www.aop-health.com/ until the
end of the Mandatory Offer (including any related competition
reference period). For the avoidance of doubt, the contents of the
websites referred to in this announcement are not incorporated into
and do not form part of this announcement.
Any Shield Shareholder requiring assistance, including if
further copies of the Offer Document and/or the Form of Acceptance
are required, may contact the Receiving Agent, Link Group, on +44
(0)371 664 0321. Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. The helpline is open
between 9 a.m. - 5.30 p.m., Monday to Friday excluding public
holidays in England and Wales. Please note that Link Group cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
5. General
This announcement should be read in conjunction with the full
text of the Offer Document.
The calculations in this announcement are based upon the issued
share capital of Shield as at close of business on 12 June 2023
being 713,036,342 Shield Shares.
Enquiries:
AOP
Andreas Steiner (Group CEO) Tel: +423 220 2088
Astrid Magnago (Assistant
to Group CEO)
Numis (Financial Adviser to AOP)
Stuart Ord Tel: +44 (0) 20 7260 1000
Freddie Barnfield
Euan Brown
Jack McLaren
Shield
Greg Madison (CEO) Tel: +44 (0) 191 511 8500
Hans-Peter Rudolf (CFO)
Peel Hunt (Nominated Adviser, Financial Adviser and Joint Broker
to Shield)
James Steel Tel: +44 (0) 20 7418 8900
Miles Cox
Oliver Duckworth
Edward Beazley
finnCap Ltd (Joint Broker to Shield)
Geoff Nash Tel: +44 (0) 20 7220 0563
Fergus Sullivan
Alice Lane
Nigel Birks
Harriet Ward
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of an offer,
invitation or the solicitation of an offer to purchase or
subscribe, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Mandatory Offer or
otherwise, nor shall there be any sale, issuance or transfer of
securities in Shield in any jurisdiction in contravention of
applicable law. The Mandatory Offer will be made solely pursuant to
the terms of the Offer Document, which will contain the full terms
of the Mandatory Offer, including details of how to vote in respect
of the Mandatory Offer. Any vote or other decision in respect of,
or other response to, the Mandatory Offer, should be made only on
the basis of information contained in the Offer Document. This
Announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or from an independent
financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended).
Disclaimers
Numis Securities Limited ("Numis"), which is authorised and
regulated in the UK by the Financial Conduct Authority, is acting
as financial adviser to AOP, and no one else, in connection with
the matters set out in this Announcement, and will not be
responsible to anyone other than the board of AOP for providing the
protections afforded to clients of Numis nor for providing advice
in relation to the contents of this Announcement or any other
matter or arrangement referred to herein. Neither Numis nor any of
its 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 Numis in connection with this Announcement, any
matter, arrangement or statement contained or referred to herein or
otherwise.
Peel Hunt, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting as nominated adviser,
financial adviser and joint broker to Shield, and no one else, in
connection with the matters set out in this Announcement, and will
not be responsible to anyone other than the board of Shield for
providing the protections afforded to clients of Peel Hunt nor for
providing advice in relation to the contents of this Announcement
or any other matter or arrangement referred to herein. Neither Peel
Hunt nor any of its 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 Peel Hunt in connection with this Announcement,
any matter, arrangement or statement contained or referred to
herein or otherwise.
finnCap, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting as joint broker to Shield,
and no one else, in connection with the matters set out in this
Announcement, and will not be responsible to anyone other than the
board of Shield for providing the protections afforded to clients
of finnCap or for providing advice in relation to the contents of
this Announcement or any other matter or arrangement referred to
herein. Neither finnCap nor any of its 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 finnCap in connection with
this Announcement, any matter, arrangement or statement contained
or referred to herein or otherwise.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable requirements. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by law, the companies and persons involved in the
Mandatory Offer disclaim any responsibility or liability for the
violation of such restrictions by any person. This Announcement has
been prepared for the purposes of complying with English law and
the Code 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 of jurisdictions outside of
England.
Copies of this Announcement and any formal documentation
relating to the Mandatory Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction (or any
jurisdiction where to do so would violate the laws of that
jurisdiction) and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Mandatory Offer. Unless otherwise permitted
by applicable law and regulation, the Mandatory Offer may not be
made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Mandatory Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Further details in relation to overseas shareholders will be
included in the Offer Document.
Additional information for US investors
The receipt of cash pursuant to the Mandatory Offer by a US
holder of Shield Shares as consideration for the transfer of its
Shield Shares pursuant to the Mandatory Offer will likely be a
taxable transaction for United States federal income tax purposes
and under applicable United States state and local, as well as
foreign and other, tax laws. Shield Shareholders are urged to
consult with legal, tax and financial advisers in connection with
making a decision regarding the Mandatory Offer.
Financial information included in this Announcement and the
Offer Document has been or will have been prepared in accordance
with accounting standards applicable in the UK that may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the US.
To the extent permitted by applicable law and in accordance with
normal UK market practice, AOP or its nominees, or its brokers
(acting as agents) may from time to time make certain purchases of,
or arrangements to purchase, Shield Shares outside of the US other
than pursuant to the Mandatory Offer, until the date on which the
Mandatory Offer becomes unconditional, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases or arrangements to purchase
shall be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London
Stock Exchange website at www.londonstockexchange.com.
It may be difficult for US holders of Shield Shares to enforce
their rights and any claim arising out of the US federal laws,
since AOP and Shield are located in a non-US jurisdiction, and some
or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Shield Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
Forward-Looking Statements
This Announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Shield and certain plans and objectives of AOP and with
respect thereto.
These forward-looking statements can be identified by the fact
that they do not relate only to historical or current facts. These
statements are based on assumptions and assessments made by AOP and
Shield in light of their experience and their perception of
historical trends, current conditions, future developments and
other factors they believe appropriate, and therefore are subject
to risks and uncertainties which could cause actual results to
differ materially from those expressed or implied by those
forward-looking statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the
Mandatory Offer on AOP and Shield, the expected timing and scope of
the Mandatory Offer and other statements other than historical
facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning. By
their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
document could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Forward-looking statements may include
statements in relation to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of AOP or Shield's
operations and potential synergies resulting from the Acquisition;
and (iii) the effects of global economic conditions and
governmental regulation on AOP or Shield's business.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, neither AOP nor Shield,
nor any of their representatives, associates or directors, officers
or advisers provides any assurance that such expectations will
prove to have been correct and you are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this document. None of Shield, AOP
assumes any obligation to update or correct the information
contained in this document (whether as a result of new information,
future events or otherwise), except as required by applicable
law.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 p.m. (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (London time) on the tenth 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 per cent. 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 p.m.
(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 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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Shield Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Shield may be provided to AOP during the Offer
Period as requested under Section 4 of Appendix 4 of the Code to
comply with Rule 2.11(c) of the Code.
Publication on website
A copy of this Announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on AOP's website at https://www.aop-health.com and
on Shield's website at
https://www.shieldtherapeutics.com/investors-and-media/results-reports-and-presentations
by no later than 12 noon on the Business Day following this
Announcement. For the avoidance of doubt, the contents of the
websites referred to in this Announcement are not incorporated into
and do not form part of this Announcement.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Shield Shareholders,
persons with information rights may request a hard copy of this
Announcement (and any information incorporated by reference in this
Announcement) by contacting Shield's registrars, Link Group,
between 09.00 - 17.30, Monday to Friday excluding public holidays
in England and Wales on 0371 664 0321 (or if calling from outside
the UK +44 371 664 0321) or by submitting a request in writing via
email at shareholderenquiries@linkgroup.co.uk or at 10(th) Floor,
Central Square, 29 Wellington Street, Leeds LS1 4DL.
For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information be sent to them in relation to the Mandatory Offer
should be in hard copy form.
[1] AOP's total holding comprises (i) a holding of 285,436,959
(40.03 per cent.) Shield Shares, and (ii) certain warrants to
subscribe for up to 5,147,754 (0.72 per cent) Shield Shares at a
strike price of 6.75p and will expire on 6 January 2033.
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END
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