TIDMAGI
RNS Number : 7321W
AGI Therapeutics plc
03 February 2012
Offer declared unconditional in all respects
Not for release, publication or distribution, in whole or in
part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction
03 February 2012
RECOMMENDED CASH OFFER
BY
ARAVIS THERAPEUTICS LIMITED
FOR
AGI THERAPEUTICS PLC
1. Introduction
On 09 January 2012, the board of AGI Therapeutics plc ("AGI")
and the board of Aravis Therapeutics Limited ("Aravis") announced
that they had reached agreement on the terms of a recommended cash
offer (the "Offer") by Aravis for the entire issued and to be
issued ordinary share capital of AGI. The full terms of, and
conditions to, the Offer and the procedure for acceptance were set
out in the Offer Document and Forms of Acceptance which were posted
to AGI Shareholders on 12 January 2012.
2. Levels of Acceptances
As at 1.00 p.m. (Dublin time) on 02 February 2012, being the
initial closing date of the Offer, valid acceptances of the Offer
have been received in respect of 53,631,375 AGI Shares,
representing approximately 79.56 per cent. of AGI's issued share
capital. In addition to these valid acceptances, invalid
acceptances of the Offer have been received in respect of 1,921,845
AGI Shares, representing approximately 2.85 per cent. of AGI's
issued share capital.
These acceptances include acceptances received in respect of
31,359,118 AGI Shares (representing approximately 46.52 per cent.
of the existing issued ordinary share capital of AGI) which were
subject to irrevocable commitments procured by Aravis from AGI
Directors and AGI Investors and also include acceptances received
in respect of 11,000 AGI Shares (representing approximately 0.016
per cent of the existing issued ordinary share capital of AGI) from
parties deemed to be acting in concert with Aravis.
Accordingly, Aravis is pleased to announce that each of the
conditions to the Offer, as set out in the Offer Document, have
been waived and the Offer is now declared unconditional in all
respects.
3. Offer timetable
The Offer remains open for acceptance until 3.00 p.m. (Dublin
time) on 17 February 2012.
AGI Shareholders who have not yet accepted the Offer are urged
to complete, sign and return their Forms of Acceptance in
accordance with the procedure set out in the Offer Document as soon
as possible. If further Forms of Acceptance are needed, please
contact Computershare Investor Services (Ireland) Limited by
telephone on 01 447 5438 (if calling within Ireland) or on +353 1
447 5438 (if calling from outside Ireland).
Copies of the Offer Document and the Form of Acceptance will be
available for inspection at the offices of A&L Goodbody,
International Financial Services Centre, North Wall Quay, Dublin 1,
Ireland and Beauchamps Solicitors, Riverside Two, Sir John
Rogerson's Quay, Dublin 2, Ireland during normal business hours on
any weekday (Saturday, Sundays and public holidays excepted) while
the Offer remains open for acceptance.
4. Settlement
Settlement of the consideration to accepting AGI Shareholders,
or their designated agents, will be effected:
(a) in the case of valid acceptances received complete in all
respects on or before today's date, within 14 calendar days of
today's date; or
(b) in the case of valid acceptances received complete in all
respects after today's date, within 14 calendar days of the date of
such receipt.
AGI Shareholders are able to elect to receive their entire cash
consideration pursuant to the Offer in US Dollars or Euro. In the
case of valid acceptances received complete in all respects on or
before today's date, the Euro cash amount payable will be
determined based on the prevailing US$/EUR exchange rate today. In
the case of valid acceptances received complete in all respects
after today's date, the Euro cash amount payable will be determined
based on the prevailing US$/EUR exchange rate on the day their cash
consideration is converted into Euro by Aravis.
5. Compulsory Acquisition and Cancellation of Trading
If Aravis receives valid acceptances in respect of 80 per cent
of AGI's issued share capital, Aravis intends to apply the
provisions of section 204 of the Irish Companies Act 1963 to
acquire compulsorily any outstanding AGI Shares as soon as possible
thereafter.
Notice is hereby given that Aravis intends, as soon as it is
practicable to do so, to procure the cancellation of admission to
trading of AGI Shares on ESM and AIM. It is anticipated that the
last day of trading of AGI Shares on ESM and AIM will be close of
business on 01 March 2012 and that the cancellation of admission to
trading on ESM and AIM will take effect on 02 March 2012 (20
business days from today) or as soon as is practicable
thereafter.
6. Disclosures
The Directors of AGI are not aware of any material change in the
financial or trading position of AGI since 31 December 2010 being
the date to which the last audited accounts of AGI were
prepared.
At the close of business on 06 January 2012, being the last
Business Day prior to the commencement of the Offer Period, the
following persons who are, or are deemed to be, acting in concert
with Aravis were interested, or held any short positions, in
relevant securities of AGI:
No. AGI Shares % AGI issued share capital
Goodbody Stockbrokers (on behalf of discretionary clients) 11,000 0.016%
Save as disclosed above, neither the Aravis Group nor any person
acting in concert with the Aravis Group is interested in any
relevant AGI securities, or holds any short position in any
relevant AGI securities.
Save as disclosed above, neither the Aravis Group nor any person
acting in concert with the Aravis Group has acquired or agreed to
acquire any AGI Shares or other securities of AGI during the Offer
Period.
This announcement should be read in conjunction with the Offer
Document dated 12 January 2012. Unless expressly defined in this
announcement, defined terms used in this announcement shall have
the same meanings as set out in the Offer Document.
Enquiries:
AGI Therapeutics plc Tel: +353 1 449 3254
David Kelly, CFO
Davy Corporate Finance Tel: +353 1 679 6363
Financial adviser to AGI
John Frain
David Nangle
Goodbody Corporate Finance Tel: +353 1 667 0420
Financial adviser to the Aravis
Group
Simon Howley
Stephen Kane
Responsibility Statements
The directors of AGI accept responsibility for the information
contained in this announcement relating to AGI, the AGI Group, the
directors of AGI and members of their immediate families, related
trusts and persons connected with them, and for the recommendation
and related opinions of the directors of AGI contained in this
announcement. To the best of the knowledge and belief of the
directors of AGI (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
The directors of the Aravis Group accept responsibility for the
information contained in this announcement; other than that
relating to AGI, the AGI Group, the directors of AGI and members of
their immediate families, related trusts and persons connected with
them, and any recommendation and related opinions of the directors
of AGI. To the best of the knowledge and belief of the directors of
the Aravis Group (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
Financial Advisers
Davy Corporate Finance which is regulated by the Central Bank of
Ireland, is acting exclusively for AGI and no one else in
connection with the Offer and will not be responsible to anyone
other than AGI for providing the protections afforded to customers
of Davy Corporate Finance or for providing advice in relation to
the Offer or any other matters referred to in this
announcement.
Goodbody Corporate Finance which is regulated by the Central
Bank of Ireland, is acting exclusively for the Aravis Group and no
one else in connection with the Offer and will not be responsible
to anyone other than the Aravis Group for providing the protections
afforded to customers of Goodbody Corporate Finance or for
providing advice in relation to the Offer or any other matters
referred to in this announcement.
General
This announcement does not constitute an offer to purchase,
sell, subscribe for or exchange or the solicitation of an offer to
purchase, sell, subscribe for or exchange any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise.
The distribution of this announcement in or into certain
jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this announcement and all other documents
relating to the Offer are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians)
should observe these restrictions. Failure to do so may constitute
a violation of the securities laws
of any such jurisdiction.
Any response in relation to the Offer should be made only on the
basis of the information contained in the Offer Document or any
document by which the Offer are made.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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