TIDMABZA
RNS Number : 7224C
Abzena PLC
02 October 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
FOR IMMEDIATE RELEASE
2 October 2018
RECOMMED CASH ACQUISITION
of
Abzena plc
by
Astro BidCo Limited
A company wholly-owned by WCAS XII-Astro, L.P.
Results of Court Meeting and General Meeting held on 2 October
2018
On 16 August 2018, the boards of Abzena plc ("Abzena") and Astro
BidCo Limited ("BidCo") announced that they had reached agreement
on the terms of a recommended acquisition, pursuant to which BidCo
will acquire the entire issued and to be issued share capital of
Abzena (the "Acquisition") to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
The Board of Abzena is pleased to announce that, at the Court
Meeting and the General Meeting convened in relation to the
proposed Scheme and held earlier today, all resolutions proposed,
details of which are set out in the notices of the Meetings
contained in the scheme document dated 10 September 2018 (the
"Scheme Document"), were passed by the requisite majorities and
accordingly the Scheme was approved.
A majority in number of the Scheme Shareholders who voted
(either in person or by proxy), representing not less than 75 per
cent. in value of the Scheme Shares held by Scheme Shareholders
approved the Scheme at the Court Meeting.
Abzena Shareholders voted to pass the special resolution in
connection with, amongst other things, the amendment of the
Company's articles of association and authorised the directors of
Abzena (or a duly authorised committee of the directors) to take
all such action as they may consider necessary or appropriate for
carrying the Scheme into effect, at the General Meeting.
A summary of the voting results is set out below.
Capitalised terms used but not otherwise defined in this
announcement (the "Announcement") have the meanings given to them
in the Scheme Document.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder, present in person or by proxy was
entitled to one vote per Scheme Share held at the Voting Record
Time.
Votes For Votes Against
For % Against %
----------------------------
No. of Scheme Shares
voted 181,577,666 99.72 511,522 0.28
------------ ------ --------- --------
No. of Scheme Shareholders
who voted 47 94 3 6
------------ ------ --------- --------
No. of Scheme Shares
voted as a percentage
of the total number
of Scheme Shares N/A 84.8 N/A 0.24
------------ ------ --------- --------
Voting results of the General Meeting
The table below sets out the results of the poll at the General
Meeting. Each Abzena Shareholder, present in person or by proxy,
was entitled to one vote per Abzena Share held at the Voting Record
Time.
Special Resolution No. of For No. of Against Total Withheld
Votes % Votes % No. (number)**
For Against of Votes
Approval of
the amendment
to the Company's
articles of
association
and authorisation
of the directors
of Abzena
(or a duly
authorised
committee
of the directors)
to take all
such action
as they may
consider necessary
or appropriate
for carrying
the Scheme
into effect 184,088,809 99.9 263,430 0.1 184,352,239 N/A
------------ ----- --------- -------- ------------ ------------
**A withheld vote is not a vote in law and, accordingly, is not
counted in the calculation of the proportion of votes "For" and
"Against" the resolution concerned. Any proxy appointments which
gave discretion to the Chairman have been included in the vote
"For" total.
The total number of Abzena Shares in issue at the Voting Record
Time was 214,220,399.
Effective Date and Timetable
The Scheme remains subject to the satisfaction or (if capable of
waiver) waiver of the remaining Conditions set out in the Scheme
Document, including the Court's sanction of the Scheme at the Court
Hearing, which is expected to be held on 10 October 2018 and the
delivery of a copy of the Court Order to the Registrar of
Companies.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 9 of the
Scheme Document.
On the basis of the current timetable for the Scheme, the Scheme
is expected to become effective on 11 October 2018 (the "Effective
Date"). The last day of dealings in, and for registration of
transfers of, Abzena Shares will be 10 October 2018 with all
dealings in Abzena Shares being suspended at 7.30 a.m. on 11
October 2018. At 7.00 a.m. on 12 October 2018, the admission of
Abzena Shares to trading on AIM is expected to be cancelled.
It is intended that by 7.00 a.m. on the business day following
the Effective Date, share certificates in respect of Abzena Shares
will cease to be valid and entitlements to Abzena Shares held
within the CREST system will be cancelled.
Enquiries:
Abzena plc
Ken Cunningham (Chairman) +44 (0) 1223 903
John Burt (Chief Executive Officer) 498
BidCo and WCAS
Jonathan M. Rather +1 (212) 893 9500
N+1 Singer (financial adviser to Abzena
Plc)
Aubrey Powell +44 (0) 20 7496
Ben Farrow 3000
Peel Hunt LLP (financial adviser to +44 (0) 20 7418
BidCo) 8900
Christopher Golden
Michael Nicholson
James Steel
Oliver Jackson
Instinctif Partners
Melanie Toyne Sewell
Rozi Morris +44 (0) 20 7457
Alex Shaw 2020
IMPORTANT NOTICES
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting solely for Abzena as financial adviser and
broker in relation to the matters referred to in this Announcement
and for no one else. N+1 Singer will not be responsible to anyone
other than Abzena for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement or any arrangement referred to herein. N+1 Singer has
given, and not withdrawn, its consent to the inclusion in this
Announcement of the references to its name and the advice it has
given to Abzena in the form and context in which they appear.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for WCAS, the WCAS Fund
and BidCo and for no one else in connection with the matters set
out in this announcement and will not regard any other person as
its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than WCAS,
the WCAS Fund and BidCo for providing the protections afforded to
its clients or for providing advice in relation to the Acquisition
or any other matter or arrangement referred to in this
announcement.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form any part of, an offer
to sell or an invitation to subscribe for or purchase any
securities or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of
the securities referred to in this Announcement in any jurisdiction
in contravention of applicable law.
The Acquisition is being made solely through the Scheme Document
(unless BidCo elects, with the consent of the Panel, to implement
the Acquisition by way of Takeover Offer), which contains the full
terms and conditions of the Acquisition, including details of how
to vote at the Meetings in respect of the Acquisition. Any vote in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document. Abzena Shareholders
are advised to read the Scheme Document carefully.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
or into 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. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Abzena Shares
with respect to the Scheme at the Court Meeting or the General
Meeting, or to execute and deliver forms of proxy appointing
another person to vote at the Court Meeting or the General Meeting
on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
Neither this Announcement nor any of the documents relating to
the Acquisition form or are intended to constitute or form part of
any offer or invitation to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval pursuant to the Scheme or
otherwise, in any jurisdiction in which such offer, invitation or
solicitation is unlawful. This Announcement has been prepared for
the purposes of complying with English law, the rules of the London
Stock Exchange, the AIM Rules 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 and Wales.
Unless otherwise determined by BidCo or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any other
jurisdiction where to do so would constitute a violation of the
laws of that jurisdiction, and persons receiving such documents
(including agents, custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send such documents in or into
or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
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 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 Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities or
from within any Restricted Jurisdiction.
Notice to US holders of Abzena Shares
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure
requirements of US tender offer and proxy solicitation rules. If,
in the future, BidCo exercises the right to implement the
Acquisition by way of a Takeover Offer and determines to extend
such Takeover Offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and
regulations. Financial information included in this Announcement
and the Scheme Document has been or will be prepared in accordance
with accounting standards applicable in the United Kingdom 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 United
States.
It may be difficult for US holders of Abzena Shares to enforce
their rights and any claim arising out of the US federal laws,
since Abzena and BidCo 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 Abzena 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.
Neither the SEC nor any securities commission of any state of
the United States has approved the Acquisition, passed upon the
fairness of the Acquisition or passed upon the adequacy or accuracy
of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, BidCo or its nominees or brokers
(acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, Abzena Shares outside the United
States, other than pursuant to the Acquisition, until the date on
which the Takeover Offer and/or Scheme becomes Effective, 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 will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date. Nothing in this
Announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of Abzena, the Abzena
Group, BidCo or the Wider BidCo Group except where otherwise
stated.
Publication on website and availability of hard copies
A copy of this Announcement, the Scheme Document and the other
documents in connection with the Acquisition required to be
published pursuant to Rule 26 of the Code will be made available,
free of charge and subject to certain restrictions relating to
persons in Restricted Jurisdictions, on Abzena's website at
www.abzena.com by no later than 12 noon (London time) on the
business day following the date of this Announcement. For the
avoidance of doubt, neither the contents of such website nor the
content of any website accessible from hyperlinks on such website
is incorporated into, and do not form part of, this
Announcement.
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement and/or any document
incorporated by reference into this Announcement, free of charge. A
person may also request that all future documents, announcements
and information to be sent to that person in relation to the
Acquisition should be sent by the party which publishes it in hard
copy form. For persons who receive a copy of this Announcement in
electronic form or via a website publication, a hard copy of this
Announcement will not be sent unless so requested, by contacting
N+1 Singer, One Bartholomew Lane, London EC2N 2AX, or by telephone
on 0207 496 3000 (from within the UK) or +44 207 496 3000 (from
outside the UK). If requested, copies will be provided, free of
charge, within 2 business days of the request.
Disclosure requirements of the Code
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,
save to the extent that these details have previously been
disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code 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 normally be deemed to be a
single person for the purpose of Rule 8.3 of the Code.
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 of
the Code).
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.
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
ROMLLFSFIRLFIIT
(END) Dow Jones Newswires
October 02, 2018 08:51 ET (12:51 GMT)
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