TIDMSTX
RNS Number : 8985C
AOP Health International Management
15 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.
15 June 2023
MANDATORY CASH OFFER
for
SHIELD THERAPEUTICS PLC
("SHIELD")
by
AOP HEALTH INTERNATIONAL MANAGEMENT AG
("AOP")
LAPSE OF OFFER
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 31.7 of the Code, AOP announces that, as
at 1.00 p.m. on 15 June 2023, AOP had received valid acceptances of
the Mandatory Offer in respect of a total of 2,395,333 Shield
Shares, representing approximately 0.33 per cent. of the issued
share capital of Shield, which AOP may count towards the
satisfaction of the Acceptance Condition. So far as AOP is aware,
none of the acceptances have been received from persons in acting
in concert with AOP.
Accordingly, AOP and persons acting in concert with it either
hold, or have received valid acceptances of the Mandatory Offer in
respect of, a total of 301,359,005 Shield Shares, representing
approximately 42.26 per cent. of the issued share capital of
Shield.
Shield Shareholders are reminded that the Mandatory Offer was
conditional only upon valid acceptances of the Mandatory Offer
being received (and not, where permitted, withdrawn), by no later
than 1.00 p.m. today in respect of such number of Shield Shares
which, together with Shield Shares acquired or agreed to be
acquired by AOP or any person acting in concert with AOP at such
time, would 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.
As such, the Acceptance Condition has not been satisfied and the
Mandatory Offer has now lapsed. Accordingly, the Offer Period in
respect of the Mandatory Offer for the purposes of the Code has now
ended.
3. Interest in securities
As at 1.00 p.m. on 15 June 2023, 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 1.00 p.m. on 15 June 2023, 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. Further Information
As the Mandatory Offer has now lapsed, it is no longer open to
acceptances and any accepting Shield Shareholders cease to be bound
by their acceptances.
In the case of Shield Shares held in certificated form, the
form(s) of acceptance sent to Link Group, the Receiving Agent, to
accept the offer (the "Form(s) of Acceptance"), share
certificate(s) and/or other document(s) of title will be returned
by post (or such other method as may be approved by the Panel)
within 14 days of the Mandatory Offer lapsing, to the person or
agent whose name and address (outside any Restricted Jurisdiction)
is set out in the Form(s) of Acceptance or, if none is set out, to
the first-named or sole holder at his/her registered address
(provided that no such documents will be sent to an address in a
Restricted Jurisdiction).
In the case of Shield Shares held in uncertificated form, Link
Group, the Receiving Agent, will, immediately (or within such
longer period, not exceeding 14 days after the lapsing of the
Mandatory Offer, as the Panel may approve), give instructions to
Euroclear to transfer all relevant Shield Shares held in escrow
balances in CREST and in relation to which it is the receiving
agent for the purposes of the Mandatory Offer to the original
available balances of the Shield Shareholders concerned.
The calculations in this announcement are based upon the issued
share capital of Shield as at close of business on 15 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.
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.
[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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