Offer Update (8084W)
04 February 2012 - 3:32AM
UK Regulatory
TIDMAGI
RNS Number : 8084W
AGI Therapeutics plc
03 February 2012
AGI Therapeutics plc
("AGI" or the "Company")
Offer Update
03 February 2012
1. Compulsory Acquisition
As at 1.00 p.m. (Dublin time) on 03 February 2012, valid
acceptances of the Offer have been received in respect of
54,048,613AGI Shares, representing approximately 80.18 per cent. of
AGI's issued share capital. Accordingly, Aravis Therapeutics
Limited ("Aravis") intends to exercise its rights under the
provisions of Section 204 of the Irish Companies Act 1963 to
acquire compulsorily all outstanding AGI Shares not acquired or
agreed to be acquired pursuant to the Offer on the same terms as
the Offer. A further announcement about this will be made in due
course.
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. The Offer remains open for acceptance until 3.00 p.m.
(Dublin time) on 17 February 2012.
2. Directorate Change
AGI announces that Ronan Lambe, Chris Blackwell, John
O'Sullivan, Frank Kenny and Peter Sandys resigned their positions
as Non-Executive Directors of the Company on 03 February 2012
following Aravis announcing that all of the conditions of its Offer
have been waived and that accordingly its Offer is declared
unconditional in all respects.
The AGI Board wishes to thank Ronan Lambe, Chris Blackwell, John
O'Sullivan, Frank Kenny and Peter Sandys for their excellent
contribution to the development of the Company and wishes them well
for the future.
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. 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 relating to Aravis. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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