TIDMSBS TIDMVDN
RNS Number : 7218M
Source BioScience PLC
29 August 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION. ANY TIME ADVISED IS THE TIME PREVAILING IN
LONDON, UK.
FOR IMMEDIATE RELEASE
29 August 2013
Source BioScience PLC ("Source BioScience") RECOMMENDED CASH
OFFER FOR VINDON HEALTHCARE PLC ("VINDON")
First Closing Date Announcement
Background
On 7 August 2013 the Boards of Directors of Source BioScience
and Vindon announced the terms of a recommended cash offer to be
made by Source BioScience for the entire issued ordinary share
capital of Vindon at 13.7p per Vindon Share (the "Offer"). The full
terms of, and conditions to, the Offer together with the procedure
for acceptance were set out in the offer document issued by Source
BioScience on 7 August 2013 (the "Offer Document") and in respect
of Vindon Shares held in certificated form, in the form of
acceptance.
Level of acceptances
As required by the City Code, Source BioScience announces that
as at 1.00 pm on 28 August 2013 (being the first closing date of
the Offer), Source BioScience had received valid acceptances in
respect of 73,521,849 Vindon Shares, representing approximately
82.75 per cent. of the entire issued share capital of Vindon.
As at the date of this announcement, Source BioScience holds
150,000 shares, representing 0.2 per cent. of the entire issued
share capital of Vindon.
These acceptances include acceptances received in respect of the
following, from:
(i) 15,500,000 Vindon Shares, representing approximately 17.44
per cent. of Vindon's entire issued share capital which were
subject to irrevocable commitments procured by Source BioScience
from the Vindon Directors;
(ii) 7,150,000 Vindon Shares, representing approximately 8.05
per cent. of Vindon's entire issued share capital which were
subject to irrevocable commitments procured by Source BioScience
from the Independent Vindon Directors; and
(iii) 25,722,984 Vindon Shares, representing approximately 28.95
per cent. of Vindon's entire issued share capital which were
subject to irrevocable commitments procured by Source BioScience
from certain other Vindon Shareholders.
Accordingly as at 1.00 p.m. on 28 August 2013, Source BioScience
either owned or had received valid acceptances of the Offer in
respect of a total of 73,671,849 shares, representing, in
aggregate, approximately 82.9 per cent. of the entire issued share
capital of Vindon.
Source BioScience has also received irrevocable undertakings to
accept the Offer from Gary Middlebrook in respect a further
1,640,000 shares for which valid acceptances have yet to be
received. These undertakings may be withdrawn if the Offer is
withdrawn or lapses. Save as disclosed above, neither Source
BioScience nor its associates have any other outstanding
irrevocable commitments to accept the Offer.
Extension of the Offer
Source BioScience further announces that the Offer, which
remains subject to the terms and conditions set out or referred to
in the Offer Document is being extended for 14 days and will remain
open for acceptance until the next closing date which will be 1.00
pm on 11 September 2013.
Any further extensions of the Offer Period will be publicly
announced no later than 8.00 a.m. on the Business Day following the
date on which the Offer was otherwise due to expire, or such later
date or time as the Panel may agree. The Offer Price remains
unchanged in connection with this extension.
Intention to delist Vindon Shares from trading on AIM
Assuming that the Offer becomes or is declared unconditional in
all respects and subject to any applicable requirements by the AIM
Rules, Source BioScience intends to procure that Vindon applies to
the London Stock Exchange for the cancellation of the admission of
the Vindon Shares to trading on AIM. It is anticipated that such
cancellation of listing and trading will take effect no earlier
than 20 Business Days after the Offer becomes or is declared
unconditional in all respects, subject to compliance with
applicable requirements of the AIM Rules.
Vindon Shareholders are strongly recommended to accept the Offer
as the delisting will significantly reduce the liquidity and
marketability of any Vindon Shares in respect of which acceptances
of the Offer are not submitted.
Acceptance procedure
To accept the Offer in respect of shares held in certificated
form, the completed and signed Form of Acceptance should be
returned and received, in accordance with the instructions printed
thereon, by the Receiving Agent as soon as possible and, in any
event, by no later than 1.00 p.m. on 11 September 2013.
To accept the Offer in respect of shares held in uncertificated
form (that is, in CREST), electronic acceptances should be made and
settled, in accordance with the instructions set out in the Offer
Document, as soon as possible and, in any event, by no later than
1.00 p.m. on 11 September 2013.
Shareholders who have not accepted the Offer are urged to do so
as soon as possible and in any event by 1.00 p.m. on 11 September
2013.
Interests in relevant securities
Save for the interests set out in this announcement, as at the
date of this announcement, neither Source BioScience, nor any of
the Source BioScience Directors or any other member of the Source
BioScience Group, nor so far as the Source BioScience Directors are
aware, any person acting in concert (within the meaning of the City
Code) with Source BioScience for the purposes of the Offer, has any
interest in, right to subscribe for, or has borrowed or lent any
shares or securities convertible or exchangeable into shares
(including pursuant to any long exposure, whether conditional or
absolute, to changes in the prices of securities) or rights to
subscribe for or purchase the same or holds any options (including
traded options) in respect of or has any right to acquire any
shares or derivatives referenced to shares ("Vindon Securities"),
nor does any such person have any short position (whether
conditional or absolute and whether in the money or otherwise)
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 in relation to Vindon Securities.
General
Terms used in this announcement have the same meaning as in the
Offer Document, unless stated otherwise.
This announcement does not constitute or form part of any offer
or invitation to sell or purchase any securities or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, pursuant to the
Offer or otherwise. The Offer is made solely by the Offer Document
which contains the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Please
carefully read the Offer Document in its entirety before making a
decision with respect to the Offer.
Enquiries
Source BioScience plc
Dr Nick Ash, CEO
Tel: +44 (0) 115 973 9010
Email: enquiries@sourcebioscience.com
www.sourcebioscience.com
For investor and media enquiries:
N+1 Singer (Financial Advisor, Sponsor and Broker to Source
BioScience)
Aubrey Powell/ Joseph Stroud/ Laura White
Tel: +44 (0)20 7496 3000
www.n1singer.com
College Hill (PR Agency to Source BioScience)
Melanie Toyne-Sewell/ Claire Dickinson
Tel: +44 (0)20 7457 2020
Email: sourcebioscience@collegehill.com
Vindon Healthcare plc
Liam Ferguson, Chairman
Tel: +44 (0) 1706 716 710
Email: info@vindonhealthcare.com
www.vindonhealthcare.com
Zeus Capital Limited (Financial Advisor to Vindon)
Andrew Jones / Nick Cowles
Tel: +44 (0)161 831 1512
www.zeuscapital.co.uk
Diagnostic Capital Limited (Rule 3 Adviser to Vindon)
Alex Clarkson
Tel: +44 (0)161 359 3414
www.diagnostic-capital.com
The Communications Portfolio (PR Agency to Vindon)
Philip Ranger / Ariane Comstive
Tel: +44 (0) 20 7536 2028/29
philip.ranger@communications-portfolio.co.uk
About Source BioScience
Source BioScience plc (LSE: SBS) is an international diagnostics
and genetic analysis business serving the healthcare and research
markets. The LifeSciences division provides core laboratory
research support from conceptualisation to implementation, calling
upon a wide range of innovative technology platforms including an
online catalogue of biomolecular tools. Source BioScience is a
trusted provider of a complete range of sophisticated microarray,
next generation and conventional sequencing services. GLP, GCP and
CPA accreditations make the sequencing offerings very attractive
for applications in regulatory studies or clinical settings. The
Healthcare operations provide screening and reference laboratory
diagnostic testing for cancer and other diseases in addition to
complementary products for serology and diagnostic applications.
Source BioScience has its headquarters in Nottingham, UK. For more
information, see www.sourcebioscience.com.
About Vindon:
Vindon (LSE: VDN) along with its subsidiaries, is engaged in the
manufacture of environmental control products for the
pharmaceutical industry, life sciences and food sectors together
with the provision of related services. Vindon provides products
and services for the management of temperature, humidity and light,
where controlled storage is required. Its product range includes
controlled environment rooms and storage chambers, blood bank
storage units and plant growth chambers. Vindon also offers
controlled environment storage facilities for its clients at its
sites in the UK and Ireland and the US (Atlanta and Southern
California). For more information, see
www.vindonhealthcare.com.
Further Information
N+1 Singer, which is authorised and regulated in the UK by the
FCA, is acting exclusively as sponsor, financial adviser and broker
to Source BioScience in connection with the contents of this
announcement and the Offer and no one else and will not be
responsible to anyone other than Source BioScience for providing
the protections afforded to clients of N+1 Singer nor for providing
advice in relation to the Offer or any other matter referred to in
this announcement.
Diagnostic Capital, which is authorised and regulated in the UK
by the FCA, is acting exclusively as Rule 3 adviser to Vindon in
connection with the contents of this announcement and the Offer and
no one else and will not be responsible to anyone other than Vindon
for providing the protections afforded to clients of Diagnostic
Capital nor for providing advice in relation to the Offer or any
other matter referred to in this announcement.
Zeus Capital, which is authorised and regulated in the UK by the
FCA, is acting exclusively as financial adviser to Vindon in
connection with the contents of this announcement and the Offer and
no one else and will not be responsible to anyone other than Vindon
for providing the protections afforded to clients of Zeus Capital
nor for providing advice in relation to the Offer or any other
matter referred to in this announcement.
This announcement is not intended to, and does not, constitute,
or form part of, an offer or solicitation of any offer to sell or
an invitation to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of an
offer to buy any securities, pursuant to the Offer or otherwise.
The Offer will be made solely by the Offer Document and, in respect
of Vindon Shares held in certificated form, the Form of Acceptance,
which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Any acceptance
or other response to the Offer should be made on the basis of the
information in the Offer Document and the Form of Acceptance.
Vindon Shareholders are advised to read carefully the formal
documentation in relation to the Offer once it has been
despatched.
Overseas shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable legal or regulatory requirements
of their jurisdictions. This announcement has been prepared in
accordance with English law and the City 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 and regulations of jurisdictions outside England.
The availability of the Offer to persons who are not resident in
and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located. The Offer
will not be made, directly or indirectly, in or into any
jurisdiction where to do so would constitute a breach of securities
laws in that jurisdiction, and the Offer will not be capable of
acceptance from or within any such jurisdiction. Accordingly,
copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any jurisdiction where to do so would
constitute a breach of securities laws in that jurisdiction, and
persons receiving this announcement (including custodians, nominees
and trustees) must not mail or otherwise distribute or send it in,
into or from such jurisdictions as doing so may invalidate any
purported acceptance of the Offer.
This announcement is not an offer of securities for sale in the
United States, Australia, Canada or Japan or in any other
jurisdiction in which such an offer is unlawful.
Forward-looking statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Source BioScience and Vindon and their respective
subsidiaries and certain plans and objectives of the Source
BioScience Directors and the Vindon Directors with respect thereto.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of similar meaning. These statements are based on assumptions and
assessments made by the Source BioScience Directors and the Vindon
Directors in light of their experience and their perception of
historical trends, current conditions, expected future developments
and other factors they believe appropriate. 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 announcement could cause actual
results and developments to differ materially from those expressed
in or implied by such forward-looking statements. Although the
Source BioScience Directors and the Vindon Directors believe that
the expectations reflected in such forward-looking statements are
reasonable, neither Source BioScience nor Vindon can give any
assurance that such expectations will prove to have been correct
and assume no obligation to update or correct the information
contained in this announcement (except to the extent legally
required) and Source BioScience and Vindon therefore caution you
not to place undue reliance on these forward-looking statements
which speak only as at the date of this announcement.
Nothing in this announcement is intended to be a profit forecast
and the statements in this announcement should not be interpreted
to mean that the earnings per Source BioScience Share, or that the
profits, margins or cashflows of the Source BioScience group for
the current or future financial periods will necessarily be greater
than those for the relevant preceding financial period.
Dealing disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper 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 on the 10(th) business day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 pm on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the City 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 paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper offeror, 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 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 paper
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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on website
In accordance with Rule 30.4 of the City Code, a copy of this
announcement will be will be made available free of charge, subject
to certain restrictions relating to persons resident in restricted
jurisdictions, on Source BioScience's website at
www.sourcebioscience.com and Vindon's website at
www.vindonhealthcare.com by no later than 12:00 p.m. on 29 August
2013 (being the Business Day following the date of this
announcement). For the avoidance of doubt, the contents of these
websites are not incorporated into and do not form part of this
announcement.
Documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Offer is entitled to
receive such documents in hard copy form. Such person may request
that all future documents, announcements and information in
relation to the Offer are sent to them in hard copy form.
Copies of this announcement and all future documents,
announcements and information required to be sent to persons in
relation to the Offer may be requested from Equiniti by way of
written request to Equiniti, Aspect House, Spencer Road, Lancing
West Sussex BN99 6DA or by calling Equiniti on telephone number
0871 384 2468 (from within the UK) or +44 121 415 0107 (from
outside the UK) between 9.00 a.m. and 5.00 p.m., Monday to Friday
(excluding public holidays).
This information is provided by RNS
The company news service from the London Stock Exchange
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