NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
London, 9 January 2009
RECOMMENDED ALL SHARE OFFER
by
Avacta Group plc("Avacta")
for
Curidium Medica plc("Curidium")
(TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT)
Summary
The boards of Avacta and Curidium are pleased to announce that they have today
reached agreement on the terms of a recommended all share offer (the
"Recommended Offer") by Avacta for the entire issued and to be issued ordinary
share capital of Curidium.
The combination of Avacta with Curidium is intended to create a stronger
diagnostics business within the Enlarged Group delivering new technology and
tests in the important areas of point-of-care human diagnostics and
personalised medicine. The boards of Avacta and Curidium believe that the
business of the Enlarged Group will benefit from the combination of Avacta's
expertise in developing new technology products and services, and its ability
to commercialise diagnostics intellectual property, with Curidium's expertise
in the biology of disease and personalised medicine, underpinned by Curidium's
existing cash resources.
The Enlarged Group will have opportunities to generate long term value in
specialised fields as well as near term opportunities for revenue growth
through:
* Avacta's current contract services business and imminent first product
launches;
* Curidium's development of diagnostic tests in schizophrenia and its
commercial partnership with Takeda Research International Inc to develop
similar diagnostic tests in major depressive disorder;
* opportunities to commercialise diagnostic tests through Avacta's contract
services business, and through the development of novel diagnostic
technologies to deliver tests in the clinic or at home;
* accelerating the development of some of Avacta's prognostic and diagnostic
products by applying Curidium's expertise in biostatistics and
bioinformatics with the aim of getting these products to market sooner, and
* the expertise of the Enlarged Group in delivering solutions to the high
value problem of rescuing failed drug compounds for pharmaceutical
companies.
It is proposed that the Recommended Offer be implemented by way of a scheme of
arrangement under part 26 of the Companies Act 2006.
Under the terms of the Recommended Offer, Scheme Shareholders will receive:
14.5 New Avacta Shares for every 1 Scheme Share
held at the Scheme Record Time and so in proportion for any other number of
Scheme Shares held at the Scheme Record Time.
Based upon the Closing Price of 2.25 pence per Avacta Share on 8 January 2009
(being the Business Day prior to this document), the Recommended Offer values
each Curidium Share at 32.6 pence and Curidium's Existing Share Capital at
approximately �6.18 million.
On this agreed basis, the Recommended Offer represents a premium of 20.7 per
cent. to the Closing Price of a Curidium Share of 27 pence on 8 January 2009
(being the Business Day prior to this announcement).
Assuming no further Avacta Shares are issued in the period between the date of
this announcement and the Effective Date, immediately following the Effective
Date approximately 25 per cent. of the enlarged issued ordinary share capital
of Avacta will be held by former Curidium Shareholders and approximately 75 per
cent. will be held by existing Avacta Shareholders.
The Recommended Offer will be conditional on, amongst other things, the
approval of the Avacta Shareholders and the approval of Curidium Shareholders.
The Curidium Directors, who have been so advised by J M Finn Capital Markets
Limited ("FinnCap"), consider the terms of the Recommended Offer to be fair and
reasonable. In providing its advice, FinnCap has taken into account the
commercial assessments of the Curidium Directors.
The Avacta Directors intend unanimously to recommend that Avacta Shareholders
vote in favour of the Avacta Resolutions at the Avacta General Meeting and the
Curidium Directors intend unanimously to recommend that Curidium Shareholders
vote in favour of the Scheme at the Court Meeting and the Curidium Resolutions
at the Curidium General Meeting.
Avacta has received irrevocable undertakings to vote in favour of the Scheme
and the Curidium Resolutions from each of the Curidium Directors who
collectively hold 4,128,156 Curidium Shares, representing approximately 21.8
per cent. of Curidium's Existing Share Capital. In addition certain investors
have irrevocably undertaken to vote in favour of the Scheme and the Curidium
Resolutions in respect of, in aggregate, 8,804,214 Curidium Shares,
representing 46.5 per cent. of Curidium's Existing Share Capital. Accordingly
Avacta has received undertakings to vote in favour of the Scheme and the
Curidium Resolutions from the holders of, in aggregate, 12,932,370 Curidium
Shares, representing approximately 68.3per cent. of Curidium's Existing Share
Capital.
In addition, Avacta has received irrevocable undertakings to vote in favour of
the Avacta Resolutions at the Avacta General Meeting from the Avacta Directors
who hold Avacta Shares in respect of their entire holding of Avacta Shares
amounting to, in aggregate, 194,582,525 Avacta Shares, representing
approximately 23.6 per cent. of the existing issued share capital of Avacta.
The Scheme Document setting out further details of the Recommended Offer and
the procedures to be followed in connection with the implementation of the
Scheme will be posted to Curidium Shareholders as soon as reasonably
practicable. The Acquisition is expected to be completed in March 2009.
Dr. Alastair Smith, Chief Executive Officer of Avacta, commented:
"The merger of Curidium and Avacta will strengthen the Enlarged Group's ability
to deliver a range of commercially valuable and clinically effective diagnostic
products. The point-of-care testing and personalised medicine markets offer
high value and high growth opportunities and the combined strengths of Avacta
and Curidium will put us in a strong position to capitalise on these
opportunities."
Dr. Barry Porter, Chairman of Curidium, added:
"The combination of Avacta and Curidium creates an entity that will have
significant potential in the diagnostics field. Curidium's expertise in the
underlying mechanisms of human diseases combined with Avacta's existing
business activities presents a number of opportunities to accelerate the
commercialisation of Curidium's products."
Novum Securities Limited is acting as financial adviser to Avacta. FinnCap is
acting as financial adviser to Curidium.
This summary should be read in conjunction with and is subject to, the full
text of this announcement and the Appendices. The Recommended Offer will be
subject to the Conditions set out in Appendix I to this announcement and to the
further terms to be set out in the Scheme Document. Appendix II sets out the
bases and sources of information from which the financial calculations used in
this announcement have been derived. Appendix III contains particulars of the
irrevocable undertakings referred to in paragraph 11 of this announcement.
Appendix IV contains the definitions of terms used in this announcement
(including this summary).
Enquiries
Avacta
Dr Alastair Smith, Chief Executive Officer
Tim Sykes, Chief Financial Officer
Tel: 0870 835 4367
Curidium
Dr. Barry Porter, Chairman
Rob Smith, Chief Financial Officer
Tel: 020 7554 5100
Novum Securities Limited (financial adviser to Avacta)
Henry Turcan
Tel: 020 7562 4700
FinnCap (financial adviser to Curidium)
Charlie Cunningham
Tel: 020 7600 1658
Haggie Financial LLP (Financial PR to Avacta)
Nicholas Nelson/Kathy Boate
Tel: 020 7417 8989
Novum Securities Limited, which is authorised and regulated in the UK by the
Financial Services Authority, is acting as financial adviser to Avacta in
connection with the Recommended Offer and no-one else and will not be
responsible to anyone other than Avacta for providing the protections afforded
to clients of Novum Securities nor for providing advice in relation to the
Recommended Offer nor any other matter referred to in this announcement.
FinnCap, which is authorised and regulated in the UK by the Financial Services
Authority, is acting as financial adviser and broker to Curidium in connection
with the Recommended Offer and no-one else and will not be responsible to
anyone other than Curidium for providing the protections afforded to clients of
FinnCap nor for providing advice in relation to the Recommended Offer nor 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 invitation to sell or subscribe for or acquire or exchange
securities in Avacta or Curidium or a solicitation of any vote or approval in
any jurisdiction pursuant to the Recommended Offer or otherwise. The full terms
and conditions of the Scheme will be set out in the Scheme Document. Curidium
Shareholders are advised to read carefully the formal documentation in relation
to the Recommended Offer, once it is dispatched. In deciding whether or not to
approve the Scheme, Curidium Shareholders must rely solely on the terms and
conditions of the Recommended Offer and the information contained, and the
procedures described, in the Scheme Document.
The distribution of this announcement in jurisdictions other than the UK and
the implications of the Scheme for Curidium Shareholders outside the UK may be
affected by the laws of the relevant jurisdictions. Curidium Shareholders
outside the UK should inform themselves about and observe any applicable
requirements. It is the responsibility of each Curidium Shareholder to satisfy
himself as to the full observance of the laws of the relevant jurisdiction in
connection therewith, including the obtaining of any governmental, exchange
control or other consents which may be required to be observed and the payment
of any issue, transfer or other taxes in such jurisdictions. This announcement
has been prepared for the purpose of complying 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 of
jurisdictions outside the UK.
Cautionary note on forward looking statements
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Avacta and
Curidium and certain plans and objectives of the Avacta Directors and the
Curidium 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 Avacta
Directors and/or the Curidium 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 Avacta Directors and Curidium Directors believe that the expectations
reflected in such forward-looking statements are reasonable, they can give no
assurance that such expectations will prove to have been correct and assume no
obligation to update or correct the information contained in this document and
Avacta and Curidium 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 Avacta Share for the current or future financial periods will
necessarily be greater than those for the relevant preceding financial period.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any
class of "relevant securities" of Avacta or Curidium, all "dealings" in any
"relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the Acquisition and/or Scheme becomes
effective, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of Curidium or Avacta, they will be deemed to be a single
person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the
Code, all "dealings" in "relevant securities" of Avacta or of Curidium by
Avacta or Curidium, or by any of their respective "associates", must be
disclosed by no later than 12.00 noon (London time) on the London business day
following the date of the relevant transaction. A disclosure table, giving
details of the companies in whose "relevant securities" "dealings" should be
disclosed, and the number of such securities in issue, can be found on the
Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities. Terms in quotation marks
are defined in the Code, which can also be found on the Panel's website.
If you are in any doubt as to whether or not you are required to disclose a
dealing under Rule 8 you should consult the Panel.
In accordance with Rule 2.10 of the City Code, Avacta confirms that it has
824,638,212 ordinary shares of 0.1 pence each in issue and admitted (or pending
admission) to trading on the AIM Market of the London Stock Exchange's under
the UK ISIN Code GB0033519546.
In accordance with Rule 2.10 of the City Code, Curidium confirms that it has
18,943,439 ordinary shares of 3 pence each in issue and admitted to trading on
the AIM Market of the London Stock Exchange's under the UK ISIN Code
GB00B2PNRV79.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
London, 9 January 2009
RECOMMENDED ALL SHARE OFFER
by
AVACTA GROUP PLC ("AVACTA")
for
CURIDIUM MEDICA GROUP PLC ("CURIDIUM")
(TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT)
1. Introduction
The boards of Avacta and Curidium are pleased to announce that they have today
reached agreement on the terms of a recommended all share offer (the
"Recommended Offer") by Avacta for the entire issued and to be issued ordinary
share capital of Curidium. It is proposed that the Recommended Offer be
implemented by way of a scheme of arrangement under part 26 of the Companies
Act 2006.
The combination of Avacta with Curidium is intended to create a stronger
diagnostics business within the Enlarged Group delivering new technology and
tests in the important areas of point-of-care diagnostics and personalised
medicine. The Avacta Directors and the Curidium Directors believe that the
business of the Enlarged Group will benefit from the combination of Avacta's
expertise in developing new technology products and services, and its ability
to commercialise diagnostics intellectual property with Curidium's expertise in
the biology of disease and personalised medicine.
The Enlarged Group will have opportunities to generate longer term value in
specialised fields as well as near term opportunities for revenue growth from
Avacta's current contract services business and imminent first product
launches. It will continue to focus on Curidium's development of diagnostic
tests and its commercial partnership with Takeda Research International Inc to
develop similar tests in major depressive disorder whilst seeking opportunities
to commercialise diagnostic tests through Avacta's contract services business,
and through the development of novel diagnostic technologies to deliver tests
in the clinic or at home. The Avacta Directors believe that the combination of
Curidium's expertise in biostatistics and bioinformatics should accelerate the
development of some of Avacta's prognostic and diagnostic products to reach
market sooner. Further, the Avacta Directors believe that the Enlarged Group
will also be in a strong position to address the high value problem of rescuing
failed drug compounds for pharmaceutical companies.
The Curidium Directors, who have been so advised by FinnCap, consider the terms
of the Recommended Offer to be fair and reasonable. In providing its advice,
FinnCap has taken into account the commercial assessments of the Curidium
Directors. Accordingly, the Curidium Directors unanimously intend to recommend
Curidium Shareholders to vote in favour of the Scheme at the Court Meeting of
the Curidium Shareholders and in favour of the Curidium Resolutions to be
proposed at the Curidium General Meeting, as they have irrevocably undertaken
to do in respect of their own beneficial holdings of 4,128,156 Curidium Shares,
representing, in aggregate, approximately 21.8 per cent. of the Curidium Shares
in issue on 8 January 2009 being the last Business Day prior to the date of
this announcement.
2. The Recommended Offer
The Recommended Offer involves the acquisition by Avacta of the entire issued
and to be issued ordinary share capital of Curidium and is to be effected by
way of a scheme of arrangement between Curidium and Scheme Shareholders under
part 26 of the Companies Act 2006. Under the terms of the Scheme, which will be
subject to satisfaction or (where appropriate) waiver of the Conditions set out
in Appendix I and to the further terms to be set out in the Scheme Document,
Scheme Shareholders who are on the register of members at the Scheme Record
Time will receive:
14.5 New Avacta Shares for every 1 Scheme Share
and so in proportion for any other number of Scheme Shares held at the Scheme
Record Time. Fractions of New Avacta Shares will not be allotted or issued
pursuant to the Recommended Offer and fractional entitlements will be rounded
down to the nearest whole number of New Avacta Shares.
Based upon the Closing Price of 2.25 pence per Avacta Share on 8 January 2009
(being the Business Day prior to this announcement), the Recommended Offer
values each Curidium Share at 32.6 pence and Curidium's Existing Share Capital
at approximately �6.18 million.
On this agreed basis, the Recommended Offer represents a premium of 20.7 per
cent. to the Closing Price of a Curidium Share of 27 pence on 8 January 2009
(being the Business Day prior to this announcement).
Assuming no further Avacta Shares are issued in the period between the date of
this announcement and the Effective Date, immediately following the Effective
Date approximately 25 per cent. of the enlarged issued ordinary share capital
of Avacta will be held by former Curidium Shareholders and approximately 75 per
cent. will be held by Avacta Shareholders.
If the Scheme becomes effective, it will be binding on all Curidium
Shareholders irrespective of whether or not they attended or voted in favour of
the resolutions at the Court Meeting or the Curidium General Meeting.
The New Avacta Shares will be issued credited as fully paid, and on identical
terms to and will rank pari passu with the existing Avacta Shares, including
the right to receive and retain all dividends and other distributions declared,
paid or made on Avacta Shares after the Scheme becomes effective.
3. Background to, and reasons for, Avacta's Recommended Offer
Rationale for the combination of Avacta and Curidium
Avacta and Curidium are both developing diagnostic products aimed at the
emerging diagnostics markets in point-of-care testing and personalised
medicine. Diagnostic products for these markets generally combine a biological
test for the presence of one or more biomarkers of disease with a means of
delivering that test to the patient. Curidium has expertise in developing
biological tests, which the Avacta and Curidium Directors believe stongly fits
with Avacta's services and technology products that can be used to
commercialise such expertise.
Avacta has identified significant potential markets in point-of-care diagnostic
technology and is currently seeking to develop new and powerful diagnostic
technologies to address these market needs. The development of Avacta's first
diagnostic products - a rapid immunoassay system and a breath diagnostics
technology - will benefit from the type of biostatistical expertise in
biomarker pattern recognition which is fundamental to Curidium's technology -
"Homomatrix". The skills to develop these advanced data analysis methods are
currently being developed by Avacta and Curidium's established expertise should
accelerate Avacta's data analysis programmes. Avacta intends to grow its
diagnostics product revenues by partnering with diagnostics companies that have
established biological tests, for example a blood test to identify food
allergies, which they want to provide at the point-of-care for reasons of
improved patient outcomes or improved business performance. Avacta has hitherto
adopted this plan because it does not have in-house expertise in developing the
biological tests themselves. However, Avacta believes that acquiring biological
tests and Curidium's expertise to develop them in-house and combining these
with the technology or services to deliver those tests represents an attractive
opportunity.
Near term opportunities and long term value
The Curidium Directors believe that Curidium has the potential to deliver
significant long term value in human diagnostics in the central nervous system
("CNS") area. Avacta has focused on near term markets by developing prognostic
tests that could be used by biopharmaceutical developers, to help them get
their products to market quicker and more cheaply, and in the veterinary
diagnostics market where regulatory hurdles are much lower than in the human
healthcare applications. Avacta believes that the skills in bioinformatics and
biostatistics within Curidium can be applied in both of these areas and that
there is an immediate, opportunity for these skills to accelerate the
prognostic biopharmaceutical testing product in the near term.
The Curidium Directors believe that the human diagnostics market offers
significant opportunities for long term value generation. Further they believe
that whilst Avacta has strengths in developing technology products that can
commercialise diagnostic tests by delivering them to patients, Curidium's
experience and knowledge of the healthcare markets and the biology of disease
will be of value in contributing to the strategic development of the combined
diagnostics business and identification of additional opportunities.
Consolidation and sustainable growth
Consolidation of the two diagnostics businesses, underpinned by Curidium's
existing cash resources, current revenues from Avacta's contract services
business and future revenues from its first two technology products, will
create an Enlarged Group with both immediate revenue and the potential for
substantial growth in the longer term.
4. Recommendation
The Curidium Directors, who have been so advised by FinnCap, consider the terms
of the Offer to be fair and reasonable. In providing its advice, FinnCap has
taken into account the Curidium Directors' commercial assessments. Accordingly,
the Curidium Directors intend unanimously to recommend that Curidium
Shareholders vote in favour of the Scheme and the Curidium Resolutions.
5. Directors, Management and Employees
Upon the Scheme becoming effective, Barry Porter will join the Enlarged Group's
board as a non-executive director. The Curidium Directors have all agreed to
resign from the board of Curidium on the date on which the Scheme becomes
effective. It is intended that Alastair Smith and Tim Sykes will be appointed
to the board of Curidium on the date on which the Scheme becomes effective. As
a result of the Scheme, Avacta intends to establish an operating board for the
Enlarged Group which Anne Bruinvels and Smita Price will join. In addition it
is expected that Ann Hayes will make her services available to the Enlarged
Group in a consultancy capacity.
Simon Webster, Kurt Baldwin and Russell Hodgetts who are currently directors of
Avacta will resign from the board of Avacta upon the Scheme becoming effective
and join the Enlarged Group's newly created operating board.
Further details of the termination arrangements, modification of terms and
consultancy arrangements will be set out in the Scheme Document.
Avacta has given assurances that, following the Scheme becoming effective, the
existing employment rights, including accrued pension rights, of Curidium's
employees will be fully safeguarded and, save as in the case of the Curidium
Directors as referred to above, its plans for Curidium do not include any
material changes in the terms and conditions of employment of Curidium
employees.
6. Information on Avacta
Avacta seeks to provide solutions to high value problems in Life Sciences
markets through innovative products and expert contract services. Avacta is
focused on opportunities in two large Life Sciences sub-sectors:
biopharmaceuticals and diagnostics.
The Avacta Group is working to equip biopharmaceutical developers with tools to
get their drugs to market earlier and at a lower cost, and to optimise the
performance of those products. Avacta's technology devices and services are
designed to assist drug developers to analyse their compounds in much greater
detail and at an earlier stage in the drug development cycle than currently
possible, thereby providing timely identification of problems that can cause
costly late stage failures or poor performance. Avacta's first product for
market, "Optim" - a benchtop protein analyser, is expected to be launched early
this year. Avacta has developed its own route to market for this product,
through its contract services business, an ISO 9001 registered operation which
provides high end analytical contract services to the biopharmaceutical,
pharmaceutical and healthcare industries specialising in its core strengths of
biophysical analysis, spectroscopy and microscopy.
Avacta's laser analysis and automated fluid handling technology also provide
solutions to unmet needs in diagnostics markets for rapid point-of-care testing
and Avacta believes that this is a market that will play a key role in driving
commercial progress and shareholder value. Avacta's technologies currently in
development include a rapid immunoassay system, "MIDAS", and a laser based
breath analysis technology. Both of these technologies can be applied equally
in animal and human diagnostics markets and Avacta has chosen to focus its
early commercial efforts in the veterinary diagnostics sector because of the
lower regulatory hurdles in this market compared with human diagnostics. This
strategy is intended to generate nearer term revenues whilst providing
opportunities to rigorously validate new technologies before moving to human
healthcare applications. Avacta has a commercial partner for its first
veterinary diagnostics test product which is expected to be launched in the
middle of this year.
Additionally Avacta is seeking to commercialise its technologies through
licensing opportunities with partners in the homeland security/defence and
industrial gas sensing markets to generate further near term revenues to
support the longer term development of its products. Avacta has secured two
commercial partners in the area of industrial gas sensing to co-develop two new
products.
Based in York, UK, Avacta occupies purpose built laboratories at the Biocentre
in the University Science Park and employs approximately thirty people.
7. Information on Curidium
Curidium is focused on identifying targeted medicines and companion diagnostics
to treat patients more effectively. Curidium aims to more accurately define
patient subpopulations and to identify targeted drug therapies for these
subgroups.
Curidium has used its proprietary technology, Homomatrix�, to identify what the
Curidium Directors believe to be a potential companion diagnostic for
schizophrenia and bipolar affective disorder. The test, called PsychINDx(tm), may
be used to sub-classify patients into four subgroups, which are characterized
by distinct gene expression profiles.
The Curidium Directors believe that Curidium's proprietary technology, has the
potential to uncover underlying disease mechanisms and to separate
heterogeneous patient populations into more homogeneous subgroups based on gene
expression profiles. Homomatrix� can be applied to investigate a number of
human diseases.
Curidium is working with Takeda Research Investment Inc. to apply Curidium's
platform, Homomatrix�, to develop and license diagnostic tests and other
intellectual property to aid with drug development and discovery in the disease
area of major depressive disorder.
8. Current trading and prospects of the Enlarged Group
Avacta
Avacta is generating revenues through its contract services business, which
provides high end analytical contract services to the pharmaceutical and
healthcare materials sectors. In the financial year ended 31 July 2008, revenue
growth within the contract services business was 120% at �0.47 million (2007: �
0.21 million). The operating loss of the Avacta Group was �1.65 million (2007:
loss �1.27 million) and the Avacta Group had cash at bank of �1.10 million
(2007: �2.53 million). Losses before tax of the Avacta Group were �1.57 million
(2007 : loss �1.22 million) and the loss per share remained flat at 0.18p
(2007: loss 0.18p). The pipeline and work in progress within the contract
services business is encouraging whilst product launches remain on track, as
set out above.
Avacta has made considerable progress during the past year having continued to
meet the commercial and developmental targets set at the time of the admission
to AIM in August 2006. The Avacta Group's overall objective is to bring
technology products to market and deliver high value contract services, based
on unique in-house technologies and expertise, which enable the very early
stage identification and analysis of drug compounds, chemicals or organisms.
Such technologies have commercial relevance in a range of high value sectors,
notably drug development, point-of-care medical diagnosis and defence and
security.
The Avacta Group's lead product, Optim, is expected to launch in the early part
of this year andAvacta's first diagnostics product, MIDAS, into the veterinary
market shortly afterwards, ahead of schedule. With these product launches and a
pipeline of future product developments over the coming few years, Avacta is
making strong progress towards its target to become a leading provider of high
value technology products and services to the broad Life Sciences sector.
Curidium
Curidium's unaudited revenue for the six months ended 30 June 2008 was nil
(audited year ended 31 December 2007: nil). In the same period unaudited
expenditure on Research and Development activities was �0.25 million (audited
year ended 31 December 2007: �0.39 million). The unaudited operating loss for
the Curidium Group was �0.57 million (audited year ended 31 December 2007: �1.3
million).
In the first half of 2008 Curidium introduced PsychINDxTM, its diagnostic blood
test to sub-classify patients with schizophrenia or bipolar disorder, to
multinational pharmaceutical companies. Further product development initiatives
to strengthen PsychINDxTM have commenced with the aim of enhancing the test's
attractiveness to potential customers.
The Curidium Directors believe that Curidium's work in major depressive
disorder, in partnership with Takeda Research Investment Inc., is progressing
well and the Curidium Group is applying its Homomatrix� technology to brain
tissue samples sourced by the Company.
As a pre revenue company with ongoing research and development costs and
expenditure, the Curidium Group continues to manage cash resources and as at 30
June 2008 had unaudited cash balances and other financial assets of �3.6
million (as at 31 December 2007 �4.2 million audited).
Prospects for the Enlarged Group
The Avacta Directors believe that the combination of the complementary skills
and expertise within the two businesses, a stronger balance sheet underpinned
by near term revenue generation through services and products, will provide the
Enlarged Group with excellent prospects to build a high value and long term
sustainable diagnostic and detection business.
The Avacta Directors believe that there is potential to accelerate the scale of
the Enlarged Group via strategic acquisitions. The Avacta Directors have
identified a private company which operates within the veterinary diagnostics
services market with which Avacta intends to launch MIDAS. The Directors
believe this company will benefit from the ability of the Enlarged Group to
grow its business by developing and delivering new diagnostic service and will
also provide the Enlarged Group with a direct sales channel for its first
diagnostics products. Avacta has signed heads of terms to acquire this company
and is in the process of carrying out due diligence. The consideration for this
acquisition is expected to be approximately �0.8 million, which will be payable
in cash.
9. Structure of the Acquisition and shareholder meetings
It is intended that the Acquisition will be implemented by way of a scheme of
arrangement between Curidium and the Scheme Shareholders under part 26 of the
Companies Act 2006 (including a reduction of capital under section 135 of the
Companies Act 1985). The purpose of the Scheme is to allow Avacta to become the
owner of the entire issued ordinary share capital of Curidium. The procedure
involves an application by Curidium to the Court to sanction the Scheme, the
cancellation of the Scheme Shares held by the Scheme Shareholders, the
application of the reserve arising from such cancellation in paying up in full
a number of new ordinary shares in Curidium (which is equal to the number of
the Scheme Shares cancelled) and issuing those new shares to Avacta in
consideration for which the Scheme Shareholders will receive New Avacta Shares
on the basis set out in paragraph 2 of this announcement.
The implementation of the Scheme is subject to satisfaction or (where
appropriate) waiver of all the Conditions set out in Appendix I and the further
terms to be set out in the Scheme Document. Implementation of the Scheme is
subject, amongst other things, to the approval of a majority in number of the
Scheme Shareholders present and voting in person or by proxy at the Court
Meeting and which represent not less than 75 per cent. in value of the Scheme
Shares voted by the Scheme Shareholders at the Court Meeting. Implementation of
the Scheme will also require the passing of the Curidium Resolutions, requiring
the approval of Curidium Shareholders representing at least 75 per cent. of the
votes cast at the Curidium General Meeting. Application will shortly be made to
the Court for leave to convene the Court Meeting which (subject to the approval
of the Court) is expected to be held at 12 noon on 11 February 2009. It is
expected that the Curidium General Meeting will be convened at 12.30pm (or as
soon thereafter as the Court Meeting is concluded or adjourned) on 11 February
2009.
In order for Avacta to obtain the necessary shareholder approvals required in
connection with the issue of the New Avacta Shares, the Acquisition is also
conditional upon the Avacta Shareholders passing the Avacta Resolutions at the
Avacta General Meeting, which is expected to be held at 10.00am on 9 February
2009.
Following the Meetings, the Scheme and the Reduction of Capital will only
become effective once the Court sanctions the Scheme and confirms the Reduction
of Capital and copies of the Court Orders have been delivered to the Registrar
of Companies in England and Wales and, in the case of the Reduction of Capital
upon the Reduction Court Order being registered by the Registrar of Companies
together with a minute of the Reduction of Capital. The Scheme is also
conditional on Admission occurring. Once the Scheme becomes effective, it will
be binding on all Curidium Shareholders whether or not they attended or voted
at the Court Meeting or the Curidium General Meeting.
The Scheme Document setting out full details of the Acquisition and the Scheme,
together with notices of the Court Meeting and the Curidium General Meeting
will be posted as soon as practicable to Curidium Shareholders. At the same
time, Avacta will post the Avacta Circular, containing a notice convening the
Avacta General Meeting to Avacta Shareholders.
Curidium is also proposing to cancel its 0.9 pence deferred shares in issue and
its 24 pence deferred shares in issue in accordance with their terms as set out
in Curidium's Articles of Association. The cancellation will be effected by a
reduction of capital under section 135 of the Companies Act 1985 and will
require the approval of the Curidium Shareholders at the Curidium General
Meeting by a special resolution.
10. Implementation, Non-Solicitation and Inducement Fee Agreement
Curidium and Avacta have entered into an agreement ("Implementation Agreement")
dated 8 January 2009 in connection with the Acquisition, pursuant to which each
of the parties has undertaken, among other things, and, as promptly as
practicable, to take or cause to be taken all such reasonable steps as are
within their respective powers and necessary to implement the Scheme.
Each of the parties has agreed that prior to the Scheme becoming effective or
the Implementation Agreements being terminated in accordance with its terms
(whichever is earlier), each of Curidium and Avacta will conduct their
respective businesses in the ordinary and normal course and not do or omit to
take any action which will or would reasonably be expected to result in any of
the Conditions not being satisfied.
As an inducement to Avacta proceeding with the Recommended Offer, Curidium has
agreed to pay Avacta an inducement fee of �61,802 (inclusive of any
irrecoverable VAT) if:
i. a Competing Proposal in relation to Curidium is announced which is
recommended by the Curidium Directors;
ii. the Curidium Directors withdraw or modify their recommendation of the
Recommended Offer;
iii. there is a material breach by Curidium of certain undertakings relating to
the implementation of the Scheme;
iv. any matter requiring the consent of Curidium Shareholders under Rule 21 of
the City Code occurs without the consent of Avacta;
v. the Curidium Resolutions required to implement the Acquisition are not
passed with the requisite majorities; or
vi. the resolutions required to implement the Acquisition are passed and the
Scheme does not become effective within 6 weeks of such date by virtue of a
failure of Curidium or the failure of the Court to sanction the Scheme.
The obligation of Curidium to pay the inducement fee ceases if:
i. Curidium does not proceed with the Recommended Offer by virtue of it
identifying a material issue affecting the Avacta Group in the course of
its due diligence on the Avacta Group; or
ii. Avacta seeks to materially and adversely alter the terms of the Recommended
Offer; or
iii. the Scheme becomes effective.
As an inducement to Curidium proceeding with the Recommended Offer, Avacta has
agreed to pay Curidium an inducement fee of �61,802 (inclusive of any
irrecoverable VAT) if:
i. the Avacta Shareholders do not pass the Avacta Resolutions at the Avacta
General Meeting;
ii. Avacta notifies Curidium that it wishes to materially and adversely change
the terms of the Recommended Offer or that it is not willing or able to
proceed with the Recommended Offer (other than by virtue of a material
issue arising out of the due diligence undertaken on the Curidium Group);
or
iii. Curidium is not willing to proceed with the Recommended Offer by virtue of
Curidium identifying a material issue in the course of its due diligence on
the Avacta Group.
The obligation of Avacta to pay the inducement fee ceases if Avacta does not
proceed with the Recommended Offer by virtue of it identifying a material issue
affecting the Curidium Group in the course of its due diligence on the Curidium
Group.
However, nothing in the Implementation Agreement shall oblige Curidium or
Avacta to pay any amount which the Panel would determine would not be permitted
by Rule 21.2 of the Code.
Curidium has also agreed that until the Scheme has become unconditional or
lapsed it shall not solicit or invite enquiries, proposals or offers relating
to an offer for the Curidium Shares from a third party.
11. Irrevocable undertakings
Avacta has received irrevocable undertakings to vote in favour of the
resolutions at the Court Meeting and the Curidium General Meeting from each of
the Curidium Directors in respect of their entire legal and beneficial holdings
of Curidium Shares and those of their connected and related persons amounting,
in aggregate, to 4,128,156 Curidium Shares, representing approximately 21.8 per
cent. of Curidium's Existing Share Capital . These undertakings will continue
to be binding even in the event of a higher competing offer for Curidium being
announced, and cannot be withdrawn other than in the event of the Scheme
lapsing or being withdrawn.
In addition certain investors have irrevocably undertaken to vote in favour of
the resolutions at the Court Meeting and the Curidium General Meeting in
respect of, in aggregate, 8,804,214 Curidium Shares, representing 46.5 per
cent. of Curidium's Existing Share Capital. Save for the irrevocable
undertaking given by Gartmore Investment Limited, these irrevocable
undertakings will continue to be binding on such persons even in the event that
a third party makes a higher competing offer for Curidium and cannot be
withdrawn other than in the event of the Scheme lapsing or being withdrawn. The
irrevocable given by Gartmore Investment Limited will cease to be binding in
the event that a Compteting Proposal is announced pursuant to Rule 2.5 of the
City Code and which in the reasonable opinion of Gartmore Investment Limited
represents an increase of more than 10 per cent. to the value of the
Recommended Offer.
Accordingly Avacta in aggregate has received undertakings to vote in favour of
the resolutions at the Court Meeting and the Curidium General Meeting from the
holders of 12,932,370 Curidium Shares representing approximately 68.3 per cent.
of Curidium's Existing Share Capital.
Avacta has received irrevocable undertakings to vote in favour of the Avacta
Resolutions at the Avacta General Meeting from the Avacta Directors who hold
Avacta Shares in respect of their entire holding of Avacta Shares amounting to,
in aggregate, 194,582,525 Avacta Shares, representing approximately 23.6 per
cent. of the existing issued share capital of Avacta.
Particulars of these irrevocable undertakings are contained in Appendix III to
this announcement.
12. Curidium Share Schemes and the Curidium Warrants
The Scheme will extend to any Curidium Shares that are unconditionally allotted
or issued pursuant to the exercise of options or vesting of awards under the
Curidium Share Schemes, or the exercise of the Curidium Warrants, in each case
on or prior to the Scheme Record Time.
Appropriate proposals will be made to participants in the Curidium Share
Schemes and to the holders of the Curidium Warrants at the same time as the
Scheme Document is posted to Scheme Shareholders or as soon as possible
thereafter. Details of these proposals will be set out in the Scheme Document
and in separate letters to be sent to participants in the Curidium Share
Schemes and the holders of the Curidium Warrants.
13. Settlement, listing and dealings
Prior to the Scheme becoming effective, Curidium will make an application to
the London Stock Exchange for the cancellation of the Curidium Shares from
trading on AIM. Accordingly, if the Scheme is sanctioned by the Court and the
other conditions to the Scheme are waived or satisfied, it is expected that the
Curidium Shares will cease to be traded on AIM on or before 8.00 a.m. on the
first Business Day following the Effective Date and that the last day of
dealings in Curidium is expected to be on 2 March 2009.
On the Effective Date, share certificates in respect of Curidium Shares will
cease to be valid and should, if so requested by Curidium, be sent to Curidium
for cancellation. In addition, on the Effective Date entitlements to Curidium
Shares held within the CREST system will be cancelled. It is proposed that
following the Effective Date and after its shares have been delisted, Curidium
will be re-registered as a private limited company.
The New Avacta Shares are to be issued in registered form. Settlement of the
New Avacta Shares to which Curidium Shareholders are entitled is expected to
occur as soon as possible after the Effective Date and in any event within 14
days of the Effective Date.
14. Overseas Curidiumshareholders
CuridiumShareholders who are resident in, ordinarily resident in, or who are
citizens of any jurisdiction outside the UK ("Overseas CuridiumShareholders")
should consult their independent professional advisers as to whether they
require any governmental or other consents or need to observe any other
formalities to enable them to participate in the Recommended Offer. If a
CuridiumShareholder is in any doubt as to his eligibility to participate in the
Recommended Offer, he should contact his independent professional adviser
immediately.
The implications of the Scheme for Overseas Curidium Shareholders may be
affected by the laws of the relevant jurisdictions. Such Overseas Curidium
Shareholders should inform themselves about and observe any applicable legal
requirements. It is the responsibility of each Overseas Curidium Shareholder to
satisfy himself as to the full observance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required to be
observed and the payment of any issue, transfer or other taxes in such
jurisdictions.
15. Expected timetable of principal events
Posting of the Scheme Document 16 January 2009
Avacta General Meeting 10.00am on 9 February 2009
Court Meeting 12 noon on 11 February 2009
Curidium General Meeting 12.30pm on 11 February 2009
Court hearing to sanction the Scheme 2 March 2009
and confirm the Reduction of Capital
and the Cancellation
Scheme Record Time 6 p.m. on 27 February 2009
Effective Date of the Scheme 3 March 2009
Cancellation of trading of Curidium 8.00am on 4March 2009
Shares
Commencement of dealings on AIM in 8.00am on 4 March 2009
New Avacta Shares and crediting of
New Avacta Shares to CREST accounts
Latest date for dispatch of share 18 March 2009
certificates in respect of New
Avacta Shares
These dates are indicative only and will depend, amongst other things, on the
date upon which the Court sanctions the Scheme.
16. Disclosure of interests in CuridiumShares
Save as disclosed below, as at the time of this announcement neither Avacta
(nor any of its directors) nor, so far as Avacta is aware, any person acting in
concert with Avacta, has any interest in, any right to subscribe for, or has
borrowed or lent any Curidium Shares or any securities convertible or
exchangeable into Curidium Shares ("Relevant Securities"), nor does any such
person hold any short positions in relation to Relevant Securities (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, nor
does any such person have any arrangement in relation to Relevant Securities.
For these purposes, "arrangement" includes any indemnity or option arrangement,
any agreement or understanding, formal or informal, of whatever nature,
relating to Relevant Securities which may be an inducement to deal or refrain
from dealing in such securities.
Name Number of Curidium Relationship to Avacta
Shares
Robert Quested 130,166 Deemed to be acting in concert with
Ora Capital Partners plc which
controls Novum Securities Limited,
a connected adviser
Bainunah Trading 2,105,833 Beneficial interest of Robert
Limited Quested
Elenora International 832,217 Beneficial interest of Robert
Investments Limited Quested
OCS Trading Limited 1,929,999 A wholly owned subsidiary of Ora
Capital plc which controls Novum
Securities Limited, a connected
adviser to Avacta
Henry Turcan 11,000 A director of Novum Securities
Limited
James Ede-Golightly 16,666 A director of Ora Capital Partners
plc
Chris Potts 870,965 Deemed to be acting in concert with
parties in concert with Ora Capital
Partners plc which controls Novum
Securities Limited, a connected
adviser
Daron Lee 133,333 Deemed to be acting in concert with
parties in concert with Ora Capital
Partners plc which controls Novum
Securities Limited, a connected
adviser
In addition to the above, Ora Capital Partners plc and Novum Securities
Limited, both of whom are deemed to be acting in concert with Avacta, have the
following warrants to subscribe for Curidium Shares as set out below:
Name No of Warrants Exercise Price Exercise Period
Ora Capital Partners 166,666 75p 26/07/2007 - 26/07/2012
plc
Novum Securities 33,333 78.75p 05/05/2009 - 04/02/2018
Limited
The above warrants may be exercised on a change of control of Curidium.
In view of the requirement for confidentiality and therefore the availability
to Avacta of all relevant persons who are presumed to be acting in concert with
Avacta to provide information, Avacta has not made any enquiries in this
respect of certain parties who may be deemed by the Panel to be acting in
concert with it for the purposes of the Recommended Offer. Any such additional
interest(s) or dealing(s) will be discussed with the Panel and, if appropriate,
will be disclosed in the Scheme Document or announced if requested by the
Panel.
17. Enquiries
Avacta
Dr. Alastair Smith, Chief Executive Officer
Tim Sykes, Chief Financial Officer
Tel: 0870 835 4367
Curidium
Dr. Barry Porter, Chairman
Rob Smith, Chief Financial Officer
Tel: 020 7554 5100
Novum Securities Limited(financial adviser to Avacta)
Henry Turcan
Tel: 020 7562 4700
FinnCap (financial adviser to Curidium)
Charlie Cunningham
Tel: 020 7600 1658
Haggie Financial LLP (Financial PR to Avacta)
Nicholas Nelson/Kathy Boate
Tel: 020 7417 8989
18. Cautionary note on forward looking statements
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Avacta and
Curidium and certain plans and objectives of the Avacta Directors and the
Curidium 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 Avacta
Directors and/or the Curidium 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 Avacta Directors and the Curidium Directors believe that the expectations
reflected in such forward-looking statements are reasonable, they can give no
assurance that such expectations will prove to have been correct and assume no
obligation to update or correct the information contained in this document and
Avacta and Curidium 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 Avacta Share for the current or future financial periods will
necessarily be greater than those for the relevant preceding
financial period.
19. Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Avacta or of Curidium, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or
a derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Acquisition and/or Scheme becomes effective, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of Avacta
or Curidium, they will be deemed to be a single person for the purpose of Rule
8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in
"relevant securities" of Avacta or of Curidium by Avacta or Curidium, or by any
of their respective "associates", must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant
transaction. A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, and the number of such
securities in issue, can be found on the Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities. Terms in quotation marks
are defined in the City Code, which can also be found on the Panel's website.
If you are in any doubt as to whether or not you are required to disclose a
dealing under Rule 8, you should consult the Panel.
20. General
Avacta reserves the right, with the consent of the Panel, to elect to implement
the Recommended Offer by making a takeover offer for the entire issued and to
be issued share capital of Curidium. If Avacta elects to implement the
Recommended Offer by a takeover offer, that offer will be implemented on the
same terms (subject to appropriate amendments), so far as applicable, as those
which would apply to the Scheme, except that the Acquisition may exclude
Curidium Shareholders resident in certain overseas jurisdictions. Further, if
sufficient acceptances of any such offer are received and/or sufficient
Curidium Shares are otherwise acquired, it is the intention of Avacta to
acquire compulsorily any outstanding Curidium Shares to which such offer
relates.
This announcement is not intended to and does not constitute or form part of,
an offer or invitation to sell or subscribe for or acquire or exchange
securities in Avacta or Curidium or a solicitation of any vote or approval in
any jurisdiction pursuant to the Recommended Offer or otherwise. The full terms
and conditions of the Scheme will be set out in the Scheme Document. Curidium
Shareholders are advised to read carefully the formal documentation in relation
to the Recommended Offer, once it is dispatched. In deciding whether or not to
approve the Scheme, Curidium Shareholders must rely solely on the terms and
conditions of the Recommended Offer and the information contained, and the
procedures described, in the Scheme Document.
The distribution of this announcement in jurisdictions other than the UK and
the implications of the Scheme for Curidium Shareholders outside the UK may be
affected by the laws of the relevant jurisdictions. Curidium Shareholders
outside the UK should inform themselves about and observe any applicable
requirements. It is the responsibility of each Curidium Shareholder to satisfy
himself as to the full observance of the laws of the relevant jurisdiction in
connection therewith, including the obtaining of any governmental, exchange
control or other consents which may be required to be observed and the payment
of any issue, transfer or other taxes in such jurisdictions. This announcement
has been prepared for the purpose of complying 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 of jurisdictions outside the UK.
Novum Securities, which is authorised and regulated in the UK by the Financial
Services Authority, is acting as financial adviser to Avacta in connection with
the Recommended Offer and no-one else and will not be responsible to anyone
other than Avacta for providing the protections afforded to clients of Novum
Securities nor for providing advice in relation to the Recommended Offer nor
any other matter referred to in this announcement.
FinnCap, which is authorised and regulated in the UK by the Financial Services
Authority, is acting as financial adviser and broker to Curidium in connection
with the Recommended Offer and no-one else and will not be responsible to
anyone other than Curidium for providing the protections afforded to clients of
FinnCap nor for providing advice in relation to the Recommended Offer nor any
other matter referred to in this announcement.
21. Appendices
Appendix I sets out the Conditions for implementation of the Recommended Offer
and the Scheme.
Appendix II sets out the bases and sources of information from which the
financial calculations used in this announcement have been derived.
Appendix III contains particulars of the irrevocable undertakings referred to
in paragraph 11 of this announcement.
Appendix IV contains the definitions of terms used in this announcement
(including the summary).
APPENDIX 1
CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND THE ACQUISITION
* The Acquisition is conditional upon the Scheme becoming unconditional and
becoming effective by no later than 30 June 2009 or such later date (if
any) as Avacta and Curidium may, with the consent of the Panel (if
required) agree and the Court may allow.
* The Scheme is subject to the following Conditions:
1. the approval of the Scheme by a majority in number representing 75% or more
in value of the Scheme Shareholders present and voting, either in person or
by proxy, at the Court Meeting (or any adjournment thereof);
2. all resolutions required to approve and implement the Scheme, as set out in
the notice of the Curidium General Meeting, being duly passed by the
requisite majority at the Curidium General Meeting (or any adjournment
thereof) and not being subsequently revoked; and
3. the sanction of the Scheme (with or without modification, such modification
being reasonably acceptable to Avacta and Curidium) and the confirmation of
the Reduction of Capital by the Court, an office copy of the Scheme Court
Order and the Reduction Court Order being delivered to the Registrar of
Companies and the registration of the Reduction Court Order by the
Registrar of Companies.
* Curidium and Avacta have agreed that, subject to the provisions of
paragraph 4 below, the Acquisition is also conditional upon, and
accordingly the necessary action to make the Scheme effective will only be
taken upon, the satisfaction or waiver of the following Conditions (as
amended, if appropriate) prior to the Scheme being sanctioned by the Court:
1. the passing at the Avacta General Meeting (or any adjournment thereof) of
such resolution or resolutions as are necessary to approve, implement and
effect the Acquisition including a resolution or resolutions to increase
the share capital of Avacta and to authorise the creation and allotment of
the New Avacta Shares;
2. the admission of the New Avacta Shares to trading on AIM becoming effective
in accordance with the AIM Rules;
3. save as Disclosed, there being no provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the wider
Curidium Group or the wider Avacta Group is a party or by or to which any
such member or any of its assets may be bound, entitled or subject, which
in consequence of the Acquisition or the proposed acquisition of any shares
or other securities in Curidium or the issue of the New Avacta Shares
pursuant to the Acquisition or because of a change in the control or
management of Curidium or Avacta or otherwise, would or might reasonably be
expected to result in to an extent which is material in the context of the
wider Curidium Group as a whole or, as the case may be, the wider Avacta
Group taken as a whole:
1. any monies borrowed by or any other indebtedness (actual or contingent) of,
or grant available to any such member, being or becoming repayable or
capable of being declared repayable immediately or earlier than their or
its stated maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or inhibited;
2. any such agreement, arrangement, licence, permit or instrument or the
rights, liabilities, obligations or interests of any such member thereunder
being terminated or adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken
thereunder;
3. any assets or interests of any such member being or falling to be disposed
of or charged or any right arising under which any such asset or interest
could be required to be disposed of or charged otherwise than in the
ordinary course of business;
4. the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of
any such member;
5. the rights, liabilities, obligations or interests of any such member in, or
the business of any such member with, any person, firm or body (or any
arrangement or arrangements relating to any such interest or business)
being terminated, adversely modified or affected;
6. the value of any such member or its financial or trading position or
prospects being prejudiced or adversely affected;
7. any such member ceasing to be able to carry on business under any name
under which it presently does so; or
8. the creation of any liability, actual or contingent, by any such member,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
wider Curidium Group or the wider Avacta Group is a party or by or to which any
such member or any of its assets may be bound, entitled or subject, would
reasonably be expected to result, to an extent which is material in the context
of the wider Curidium Group taken as a whole or, as the case may be, the wider
Avacta Group taken as a whole, in any of the events or circumstances as are
referred to in sub-paragraphs 3.3.1 to 3.3.8 of this paragraph;
4. no central bank government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body
(including, without limitation, any national or supranational anti-trust or
merger control authority), court, trade agency, association, institution or
any other body or person whatsoever in any jurisdiction (each a Third Party
) having decided to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference, or enacted, made or
proposed any statute, regulation, decision or order, or having taken any
other steps which would or might reasonably be expected to:
1. require, prevent or delay the divestiture, or alter the terms envisaged for
any proposed divestiture by any member of the wider Avacta Group or any
member of the wider Curidium Group of all or any portion of their
respective businesses, assets or property or impose any limitation on the
ability of any of them to conduct their respective businesses (or any part
of them) or to own any of their respective assets or properties or any part
thereof which, in any such case, is material in the context of the wider
Avacta Group or the wider Curidium Group, in either case taken as a whole;
2. require, prevent or delay the divestiture by any member of the wider Avacta
Group of any shares or other securities in Curidium which, in any such
case, is material in the context of the wider Avacta Group taken as a
whole;
3. impose any material limitation on, or result in a material delay in, the
ability of any member of the wider Avacta Group or wider Curidium Group,
directly or indirectly, to acquire or to hold or to exercise effectively
any rights of ownership in respect of the Curidium Shares (whether acquired
pursuant to the Acquisition or otherwise);
4. otherwise adversely affect the business, assets, profits or prospects of
any member of the wider Avacta Group or of any member of the wider Curidium
Group in a manner which is adverse to and material in the context of the
Avacta Group or the Curidium Group in either case taken as a whole;
5. make the Acquisition or its implementation or the acquisition or proposed
acquisition by Avacta or any member of the wider Avacta Group of any shares
or other securities in, or control of Curidium void, illegal and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, delay or otherwise materially
interfere with the same, or impose additional conditions or obligations
with respect thereto, or otherwise challenge or materially interfere
therewith which, in any such case, is material in the context of the wider
Avacta Group taken as a whole;
6. require any member of the wider Avacta Group or the wider Curidium Group to
offer to acquire any shares or other securities (or the equivalent) or
interest in any member of the wider Curidium Group or the wider Avacta
Group owned by any third party (other than in the implementation of the
Acquisition) which, in either case, is material in the context of the wider
Avacta Group or the wider Curidium Group (as the case may be), taken as a
whole; or
7. impose any limitation on the ability of any member of the wider Curidium
Group or the wider Avacta Group to co-ordinate their respective businesses,
or any part of them, with the businesses of any other members of the wider
Curidium Group or the wider Avacta Group, in each case which is adverse to
and material in the context of the group concerned taken as a whole,
and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Acquisition or the acquisition or proposed
acquisition of any Curidium Shares having expired, lapsed or been terminated;
5. all necessary filings or applications having been made in connection with
the Acquisition and all statutory or regulatory obligations in any
jurisdiction having been complied with in connection with the Acquisition
or the acquisition by any member of the wider Avacta Group of any shares or
other securities in, or control of, Curidium (and all waiting and other
time periods (including extensions thereto) under any applicable
legislation and/or regulations in any jurisdiction having expired, lapsed
or been terminated (as appropriate)) and all authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals reasonably deemed necessary or appropriate by
both Curidium and Avacta for or in respect of the Acquisition or the
proposed acquisition of any shares or other securities in, or control of,
Curidium by any member of the wider Avacta Group having been obtained in
terms and in a form reasonably satisfactory to both Curidium and Avacta
from all appropriate Third Parties and all such authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals together with all material authorisations orders,
recognitions, grants, licences, confirmations, clearances, permissions and
approvals necessary or appropriate to carry on the business of any member
of the wider Avacta Group or the wider Curidium Group which are material in
the context of the relevant group as a whole remaining in full force and
effect and all filings necessary for such purpose having been made and
there being no notice of any intention to revoke or not to renew any of the
same at the time at which the Acquisition becomes otherwise effective and
all necessary statutory or regulatory obligations in any jurisdiction in
respect of the Acquisition having been complied with in each case where a
consequence of a failure to make such notification or filing or to wait for
the expiry, termination or lapsing of any waiting period or to comply with
any such obligation or obtain any necessary authorisation would have a
material adverse effect on the relevant group taken as a whole;
6. save as Disclosed no member of the wider Curidium Group having, and no
member of the wider Avacta Group having:
1. save for Curidium Shares issued pursuant to the exercise of options granted
under the Curidium Share Option Schemes and/or the exercise of the Curidium
Warrants issued authorised or agreed to the issue of additional shares of
any class;
2. recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus, dividend or other distribution whether payable in cash
or otherwise;
3. merged or demerged with any body corporate or acquired or disposed of or
transferred, mortgaged or charged or created any security interest over any
assets or any right, title or interest in any asset (including shares and
trade investments) or authorised or proposed or announced any intention to
propose any merger, demerger, acquisition or disposal, transfer, mortgage,
charge or security interest which is material to the Curidium Group or the
Avacta Group (as the case may be), and other than in the ordinary course of
business;
4. made or authorised or proposed or announced an intention to propose any
change in its loan capital which is material to the Curidium Group or the
Avacta Group (as the case may be);
5. issued, authorised or proposed the issue of any debentures or, save in the
ordinary course of business, incurred or increased any indebtedness or
become subject to any contingent liability to an extent which is material
in the context of the Curidium Group or the Avacta Group (as the case may
be);
6. purchased, redeemed or repaid or announced any proposal to purchase, redeem
or repay any of its own shares or other securities or reduced or, save in
respect to the matters mentioned in sub-paragraph 3.6.1 above, made any
other change to any part of its share capital;
7. implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of
business which is material in the context of the wider Curidium Group taken
as a whole or, as the case may be, the wider Avacta Group taken as a whole,
or entered into or materially changed the terms of any contract with any
director or senior executive of Curidium or any director of any member of
the wider Curidium Group;
8. made any material change to:
9.
a. the terms of the trust deeds constituting the pension scheme(s)
established for its directors, employees or their dependents; or
b. the benefit entitlements which accrue or the pension entitlements which
are payable thereunder; or
c. the terms on which qualification for, or accrual or entitlement, to
such benefit entitlements or pension entitlements are determined; or
d. the terms upon which the liabilities (including pension entitlements)
of such pension schemes are funded or made, which is material and
adverse in the context of the wider Curidium Group taken as a whole or,
as the case may be, the wider Avacta Group taken as a whole;
9. entered into or varied or authorised, proposed or announced its intention
to enter into or vary any contract, transaction or commitment (whether in
respect of capital expenditure or otherwise) which is of a long term,
onerous or unusual nature or magnitude or which is or could be materially
restrictive on the businesses of any member of the wider Curidium Group or
the wider Avacta Group or which involves or could involve an obligation of
such a nature or magnitude or which is other than in the ordinary course of
business and which in each case is material in the context of the wider
Curidium Group taken as a whole or, as the case may be, the wider Avacta
Group taken as a whole;
10. taken any corporate action or had any legal proceedings started or
threatened against it for its winding-up, dissolution or reorganisation or
for the appointment of a receiver, administrative receiver, administrator,
trustee or similar officer of all or a material part of its assets or
revenues or any analogous proceedings in any jurisdiction or had any such
person appointed;
11. entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the wider Curidium Group or
the wider Avacta Group which is material in the context of the wider
Curidium Group taken as a whole or, as the case may be, the wider Avacta
Group taken as a whole;
12. waived or compromised any claim which is material in the context of the
wider Curidium Group taken as a whole or, as the case may be, the wider
Avacta Group taken as a whole, otherwise than in the ordinary course of
business;
13. been unable or admitted that it is unable to pay its debts or having
stopped or suspended (or threatened to stop or suspect) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
14. modified in any respect the terms of the Curidium Share Schemes, the
Curidium Warrants or proposed, agreed to provide, or modified in any
respect any other share option scheme or incentive scheme relating to the
employment or termination of employment of any person employed by the wider
Curidium Group, in each case to the extent material in the context of the
wider Curidium Group taken as a whole; or
15. entered into any contract, commitment, arrangement or agreement otherwise
than in the ordinary course of business or passed any resolution or made
any offer (which remains open for acceptance) with respect to or announced
any intention to, or to propose to, effect any of the transactions, matters
or events referred to in this condition,and, for the purposes of this
condition, the term Curidium Group shall mean Curidium and its wholly-owned
subsidiaries and the term Avacta Group shall mean Avacta and its
wholly-owned subsidiaries;
7. since (in respect of the wider Curidium Group) 31st December 2007 and save
as Disclosed and which in any such case is material in the context of the
wider Curidium Group taken as a whole and since (in respect of the wider
Avacta Group) 31st July 2008 and save as Disclosed and which in any such
case is material in the context of the wider Avacta Group taken as a whole:
1. no adverse change or deterioration having occurred in the business, assets,
financial or trading position or profits or prospects of any member of the
wider Curidium Group or, as the case may be, the wider Avacta Group;
2. no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider Curidium Group or, as the case
may be, the wider Avacta Group is or may become a party (whether as a
plaintiff, defendant or otherwise) and no investigation by any Third Party
against or in respect of any member of the wider Curidium Group or, as the
case may be, the wider Avacta Group having been instituted, announced or
threatened by or against or remaining outstanding in respect of any member
of the wider Curidium Group or, as the case may be, the wider Avacta Group
which in any such case might reasonably be expected to affect adversely any
member of the wider Curidium Group or, as the case may be, the wider Avacta
Group;
3. no contingent or other liability having arisen or become apparent to Avacta
or, as the case may be, Curidium which would be likely to adversely affect
any member of the wider Curidium Group or, as the case may be, the wider
Avacta Group; and
4. no steps having been taken which are likely to result in the withdrawal,
cancellation, termination or modification of any licence held by any member
of the wider Curidium Group or, as the case may be, the wider Avacta Group
which is necessary for the proper carrying on of its business;
8. save as Disclosed Avacta not having discovered:
1. that any financial, business or other information concerning the wider
Curidium Group as contained in the information publicly disclosed at any
time by or on behalf of any member of the wider Curidium Group is
misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make that information not misleading, where the misleading
information, misrepresentation or omission is material in the context of
the Acquisition;
2. that any member of the wider Curidium Group or any partnership, company or
other entity in which any member of the wider Curidium Group has a
significant economic interest and which is not a subsidiary undertaking of
Curidium is subject to any liability (contingent or otherwise) and which is
material in the context of the wider Curidium Group taken as a whole; or
3. any information which adversely affects the import of any information
Disclosed at any time by or on behalf of any member of the wider Curidium
Group and which is material in the context of the wider Curidium Group as a
whole; and
9. save as Disclosed Avacta not having discovered that:
1. any past or present member of the wider Curidium Group has failed to comply
with any and/or all applicable legislation or regulation, of any
jurisdiction with regard to the disposal, spillage, release, discharge,
leak or emission of any waste or hazardous substance or any substance
likely to impair the environment or harm human health or animal health or
otherwise relating to environmental matters, or that there has otherwise
been any such disposal, spillage, release, discharge, leak or emission
(whether or not the same constituted a non-compliance by any person with
any such legislation or regulations, and wherever the same may have taken
place) any of which disposal, spillage, release, discharge, leak or
emission would be likely to give rise to any liability (actual or
contingent) on the part of any member of the wider Curidium Group which is
material in the context of the wider Curidium Group taken as a whole; or
2. there is, or is reasonably likely to be, for that or any other reason
whatsoever, any liability (actual or contingent) of any past or present
member of the wider Curidium Group to make good, repair, reinstate or clean
up any property or any controlled waters now or previously owned, occupied,
operated or made use of or controlled by any such past or present member of
the wider Curidium Group, under any environmental legislation, regulation,
notice, circular or order of any government, governmental,
quasi-governmental, state or local government, supranational, statutory or
other regulatory body, agency, court, association or any other person or
body in any jurisdiction and which is material in the context of the wider
Curidium Group taken as a whole;
10. save as Disclosed Curidium not having discovered:
1. that any financial, business or other information concerning the wider
Avacta Group as contained in the information publicly disclosed at any time
by or on behalf of any member of the wider Avacta Group is misleading,
contains a misrepresentation of fact or omits to state a fact necessary to
make that information not misleading, where the misleading information,
misrepresentation or omission is material in the context of the
Acquisition;
2. that any member of the wider Avacta Group or any partnership, company or
other entity in which any member of the wider Avacta Group has a
significant economic interest and which is not a subsidiary undertaking of
Avacta is subject to any liability (contingent or otherwise) and which is
material in the context of the wider Avacta Group taken as a whole; or
3. any information which adversely affects the import of any information
Disclosed at any time by or on behalf of any member of the wider Avacta
Group and which is material in the context of the wider Avacta Group as a
whole; and
11. save as Disclosed Curidium not having discovered that:
1. any past or present member of the wider Avacta Group has failed to comply
with any and/or all applicable legislation or regulation, of any
jurisdiction with regard to the disposal, spillage, release, discharge,
leak or emission of any waste or hazardous substance or any substance
likely to impair the environment or harm human health or animal health or
otherwise relating to environmental matters, or that there has otherwise
been any such disposal, spillage, release, discharge, leak or emission
(whether or not the same constituted a non-compliance by any person with
any such legislation or regulations, and wherever the same may have taken
place) any of which disposal, spillage, release, discharge, leak or
emission would be likely to give rise to any material liability (actual or
contingent) on the part of any member of the wider Avacta Group in the
context of the wider Avacta Group taken as a whole; or
2. there is, or is reasonably likely to be, for that or any other reason
whatsoever, any liability (actual or contingent) of any past or present
member of the wider Avacta Group to make good, repair, reinstate or clean
up any property or any controlled waters now or previously owned, occupied,
operated or made use of or controlled by any such past or present member of
the wider Avacta Group, under any environmental legislation, regulation,
notice, circular or order of any government, governmental,
quasi-governmental, state or local government, supranational, statutory or
other regulatory body, agency, court, association or any other person or
body in any jurisdiction and which is material in the context of the wider
Avacta Group taken as a whole; and
for the purposes of these Conditions, the wider Curidium Group means Curidium
and its subsidiary undertakings, associated undertakings and any other
undertaking in which Curidium and or such undertakings (aggregating their
interests) have a significant interest and the wider Avacta Group means Avacta
and its subsidiary undertakings, associated undertakings and any other
undertaking in which Avacta and/or such undertakings (aggregating their
interests) have a significant interest and for these purposes significant
interest means a direct or indirect interest in 10% or more of the equity share
capital (as defined in the Companies Act 2006).
* Subject to the requirements of the Panel, Avacta reserves the right, with
the consent of Curidium, to waive, and shall at the direction of Curidium
waive, in whole or in part, all or any of Conditions 3.3, 3.6 and 3.7,
insofar as they relate to Avacta or any member of the wider Avacta Group,
and/or all or any of Conditions 3.10 and 3.11.
* Subject to the requirements of the Panel, Avacta reserves the right, with
the consent of Curidium, to waive, in whole or in part, all or any of
Conditions 3.4 and 3.5.
* Subject to the requirements of the Panel, Avacta reserves the right to
waive, in whole or in part, all or any of Conditions 3.3, 3.6 and 3.7
insofar as they relate to Curidium or any member of the wider Curidium
Group, and/or all or any of Conditions 3.8 and 3.9.
* Avacta shall be under no obligation to waive or treat as satisfied, and
Curidium shall be under no obligation to direct Avacta to waive, or consent
to Avacta's waiver of, any of Conditions 3.3 to 3.11 (inclusive) by a date
earlier than the latest date for the satisfaction thereof, notwithstanding
that the other Conditions of the Acquisition may at such earlier date have
been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of the Conditions may not be capable of
fulfilment.
* If Avacta is required by the Panel to make an offer for Curidium Shares
under the provisions of Rule 9 of the City Code, Avacta may make such
alterations to any of the above Conditions as are necessary to comply with
the provisions of that Rule.
* Avacta reserves the right to elect to implement the Acquisition by way of a
takeover offer. In such event, such offer will be implemented on the same
terms (subject to any revisions or appropriate amendments including
(without limitation) an acceptance condition set out at 90 per cent (or
such lesser percentage (not being less than 50 per cent) as Avacta may
decide) of the shares to which such offer relates, so far as applicable, as
those which would apply to the Scheme and the Scheme will be stopped.
* The Scheme will not proceed if, following the publication of this document,
the Acquisition or any matter arising from the Acquisition is referred to
the Competition Commission or if the European Commission initiates
proceedings under Article 6(1)(c) of the Regulation in respect of the
Acquisition or any aspect of the Acquisition before the date on which the
resolutions are passed at the Court Meeting and at the Curidium General
Meeting.
* The Acquisition and the Scheme are governed by the laws of England and
Wales and are subject to the exclusive jurisdiction of the courts of
England and Wales.
Appendix II
Bases and Sources of Financial Information
Save as otherwise stated, the following constitute the bases and sources of
certain information
referred to in this announcement:
1. Historic financial information relating to Curidium has been extracted
without material adjustment from the relevant published audited reports and
accounts and unaudited interim results of Curidium.
2. Historic financial information relating to Avacta has been extracted
without material adjustment from the relevant published audited reports and
accounts of Avacta.
3. Unless otherwise stated, all prices quoted for shares are Closing Prices.
4. The percentage ownership of the Enlarged Group held by former Curidium
Shareholders and existing Avacta Shareholders is based on the enlarged
issued share capital of Avacta following the Acquisition, being the
aggregate of 824,638,212 Avacta Shares in issue on 8 January January 2009
(source: Avacta registrar) and approximately 274,679,865 New Avacta Shares
to be issued pursuant to the Recommended Offer.
5. Curidium's Existing Share Capital means the 18,943,439 Curidium Shares in
issue as at the date of this announcement.
Appendix III
Details of Irrevocable Undertakings
The following persons, all of whom are Curidium Directors, have given
irrevocable undertakings to Avacta as described in paragraph 11 of this
announcement in respect of the number of Curidium Shares set out below (and any
further shares acquired by them prior to the completion of the Scheme):
Name Number of CuridiumShares
Dr Barry Porter 1,013,501
Dr Anne Bruinvels 3,089,282
Dr Ann Hayes 16,882
Mr Robert Smith 8,491
Total 4,128,156
The following Curidium Shareholders, have given irrevocable undertakings to
Avacta as described in paragraph 11 of this announcement in respect of the
number of Curidium Shares set out below (and ,save for Gartmore Investment
Limited, any further shares acquired by them prior to the completion of the
Scheme):
Name Number of CuridiumShares
Gartmore Investment Limited 3,805,999
Robert Quested 3,068,216
OCS Trading Limited 1,929,999
Total 8,804,214
The following persons, all of whom are Avacta Directors, have given irrevocable
undertakings to Avacta as described in paragraph 11 of this announcement in
respect of the number of Avacta Shares set out below (and any further shares
acquired by them prior to the completion of the Scheme):
Name Number of AvactaShares
Dr Alastair Smith 49,577,022
Dr Gwyn Humphreys 13,325,836
Russell Hodgetts 9,847,912
Dr Kurt Baldwin 48,824,258
Tim Sykes 3,118,718
Dr Simon Webster 48,824,258
Alan Aubrey 12,173,419
Professor Tony Robards 8,891,102
Total 194,582,525
Each of the undertakings given by the above named Curidium Directors and
Curidium Shareholders shall terminate and be of no further force and effect
upon the first to occur of;
1. a Scheme Document not being issued prior to 6 February 2009 (or such other
date as Avacta and Curidium may, with the consent of the Panel agree);
2. the Scheme or any of the Curidium Resolutions or resolution(s) to be
proposed at the Court Meeting not being approved by the requisite majority
of Curidium Shareholders;
3. the Scheme lapsing or otherwise being withdrawn; and
4. the Acquisition becoming effective or otherwise completing.
Save for the irrevocable given by Gartmore Investment Limited, these
irrevocable undertakings will continue to be binding on such persons even in
the event that a third party makes a higher competing offer for Curidium or (as
the case may be) Avacta. The irrevocable given by Gartmore Investment Limited
will cease to be binding in the event that a Compteting Proposal is announced
pursuant to Rule 2.5 of the City Code and which in the reasonable opinion of
Gartmore Investment Limited represents an increase of more than 10 per cent. to
the value of the Recommended Offer.
Appendix IV
DEFINITIONS
Acquisition the recommended acquisition of the
entire issued, and to be issued
ordinary share capital of Curidium by
Avacta to be implemented by way of
the Scheme (or, should Avacta elect,
with the consent of Curidium, by
means of a takeover offer) on the
terms and subject to the Conditions
set out in this announcement and the
Scheme Document and any subsequent
revision, variation extension or
renewal thereof (such agreed terms
and conditions also being set out in
the Scheme Document).
Admission the admission of the New Avacta
Shares becoming effective within the
meaning of the AIM Rules
AIM AIM, a market of that name operated
and regulated by the London Stock
Exchange;
AIM Rules means the AIM Rules for Companies
published by the London Stock
Exchange (as amended from time to
time) which govern the admission to
trading on and the regulation of AIM;
Avacta Avacta Group plc, a company
incorporated in England and Wales
with registered number 4748597
Avacta Circular means the circular to be sent to
Avacta Shareholders convening the
Avacta General Meeting
Avacta Directors the directors of Avacta
Avacta General Meeting the general meeting of Avacta to be
convened in connection with the
Acquisition, including any
adjournment thereof
Avacta Group Avacta and its subsidiary
undertakings
Avacta Resolutions the resolution(s) to be proposed at
the Avacta General Meeting for the
purpose of approving such matters as
may be necessary or desirable for the
purposes of implementing the
Acquisition
Avacta Shareholders holders of Avacta Shares as appearing
on the register of members of Avacta
from time to time
Avacta Shares the existing unconditionally allotted
or issued and fully paid ordinary
shares of 0.1 pence each in the
capital of Avacta
Business Day a day (excluding Saturdays, Sunday or
public holidays in England and Wales)
on which banks are generally open for
business in London for the
transaction of normal banking
business
Curidium or the Company Curidium Medica plc, a company
incorporated in England and Wales
with registered number 4846588
Curidium Directors the directors of Curidium
Curidium EMI Scheme Curidium Medica plc Enterprise
Management Incentive Scheme
Curidium's Existing Share Capital has the meaning set out in Appendix
II
Curidium General Meeting the general meeting of Curidium to be
convened for the purpose of passing
the Curidium Resolutions
Curidium Group Curidium and its subsidiary
undertakings
Curidium Resolutions the resolution(s) to be proposed at
the Curidium General Meeting for the
purposes of approving the Reduction
of Capital and certain amendments to
the articles of association of
Curidium, together with such other
matters as may be agreed between
Curidium and Avacta as necessary or
desirable for the purposes of
implementing the Acquisition
Curidium Share Schemes the Curidium EMI Scheme and the
Curidium Unapproved Scheme
Curidium Shares the existing unconditionally allotted
or issued and fully paid ordinary
shares of 3 pence each in the capital
of Curidium and any further such
shares which are unconditionally
allotted or issued prior to the
Scheme Record Time
Curidium Shareholders holders of Curidium Shares, as
appearing in the register of members
of Curidium from time to time
Curidium Unapproved Scheme Curidium Medica plc Unapproved Share
Option Scheme
Curidium Warrants warrants to subscribe for up to
866,667 Curidium Shares issued to a
number of companies prior to the date
of this announcement
City Code the City Code on Takeovers and
Mergers
Closing Price the closing middle market price of a
relevant share as derived from the
Daily Official List of the London
Stock Exchange
Companies Act 1985 the Companies Act 1985 (as amended)
Companies Act 2006 the Companies Act 2006 (as amended)
Competing Proposal a takeover offer as defined in
section 974 of the Companies Act 2006
and shall be deemed to include a
scheme of arrangement under Part 26
of the Companies Act 2006 or any
other recapitalization or other
transaction when the effect of such a
scheme, recapitalization or other
transaction is to vest more than 50
per cent. of the voting shares of
Curidium in a third party
Completion the Scheme becoming effective
Conditions the conditions to the implementation
of the Scheme and the Acquisition,
which are set out in Appendix I
(Conditions to Implementation of the
Scheme and the Acquisition) to this
announcement
Court the High Court of Justice in England
and Wales
Court Meeting the meeting of the holders of
Curidium Shares other than Avacta,
convened by order of the Court
pursuant to Part 26 of the Companies
Act 2006, if thought fit, to approve
the Scheme.
Court Orders the Reduction Court Order and the
Scheme Court Order
CREST the system for the paperless
settlement of trades in securities
and the holding of uncertificated
securities operated by CRESTCo in
accordance with the Uncertificated
Securities Regulations 2001 (SI 2001
No. 3755)
CRESTCo CRESTCo. Limited
Disclosed means disclosed in:
a. the 2007 annual report and
accounts of Curidium and the
Curidium interim report for the
six months ended 30th June 2008;
b. any documents delivered to any
director, officer or employee of
Avacta or any professional
advisor engaged by Avacta in
connection with any member of the
wider Curidium Group and the
Acquisition by or on behalf of
Curidium at any time prior to
6.00 pm on 8 January 2009;
c. the 2008 annual report and
accounts of Avacta;
d. any documents delivered to any
director, officer or employee of
Curidium or any professional
advisor engaged by Curidium in
connection with any member of the
wider Avacta Group and the
Acquisition by or on behalf of
Avacta at any time prior to 6.00
pm on 8 January 2009; or
e. any public announcement released
by or on behalf of Curidium or as
the case may be, Avacta to a
Regulatory Information Service at
any time prior to 6.00 pm on 8
January 2009.
Effective Date the date on which the Scheme becomes
effective in accordance with its
terms
Enlarged Group the Curidium Group and the Avacta
Group following completion of the
Acquisition
FSA the UK Financial Services Authority
FSMA the Financial Services and Markets
Act 2000, as amended
London Stock Exchange London Stock Exchange plc
Meetings the Court Meeting and the Curidium
General Meeting and the Avacta
General Meeting
New Avacta Shares the new Avacta Shares to be issued
and credited as fully paid pursuant
to the Scheme
Panel the Panel on Takeovers and Mergers
pounds or � UK pounds sterling, the lawful
currency of the UK
Reduction of Capital the reduction of Curidium's share
capital associated with the
cancellation and extinguishing of the
Scheme Shares provided for by the
Scheme under section 137 of the
Companies Act 1985
Reduction Court Hearing the hearing by the Court of the
petition to confirm each Reduction of
Capital
Reduction Court Hearing Date the date of the Reduction Court
Hearing
Reduction Court Order the order of the Court confirming the
Reduction of Capital under section
137 of the Companies Act
Regulatory Information Service A service approved by the London
Stock Exchange for the distribution
to the public of AIM announcements
and included within the list
maintained on the London Stock
Exchange's website
www.londonstockexchange.com
Registrar of Companies the Registrar of Companies in England
and Wales
Scheme or Scheme of Arrangement the scheme of arrangement to be
proposed to be made under part 26 of
the Companies Act 2006 between
Curidium and the holders of Scheme
Shares, with or subject to any
modification, addition or condition
approved or imposed by the Court and
agreed to by Curidium and Avacta
Scheme Court Hearing the hearing by the Court of the
petition to sanction the Scheme
Scheme Court Hearing Date the date of the Scheme Court Hearing
Scheme Court Order the Order of the Court sanctioning
the Scheme under section 899 of the
Companies Act 2006
Scheme Document means the document to the dispatched
by Curidium to, amongst others,
Curidium Shareholders containing,
amongst other things, the terms and
conditions of the Acquisition, the
Scheme, the explanatory statement
required by section 897 of the
Companies Act 2006, and the notices
of the Court Meeting and the Curidium
General Meeting (other than the
Avacta General Meeting).
Scheme Record Time 6.00p.m. on the Business Day
immediately preceding the Court
Meeting
Scheme Shareholders holders of Scheme Shares
Scheme Shares Curidium Shares excluding any held by
Avacta:
(a) in issue at the date of the
Scheme Document;
(b) in issue after the date of the
Scheme Document and prior to the
voting record time in respect of the
Court Meeting; and
(c) in issue at or after the voting
record time in respect of the Court
Meeting, on and at or prior to the
Scheme Record Time either on terms
that the original or any subsequent
holders of such shares are to be
bound by the Scheme or in respect of
which the holders are or have agreed
in writing to be bound by the terms
of the Scheme.
Shareholder a holder of Curidium Shares up to the
Effective Date or a holder of New
Avacta Shares thereafter
subsidiary or subsidiary have the meanings given by the
undertaking Companies Act
United Kingdom or UK the United Kingdom of Great Britain
and Northern Ireland
US or USA or United States the United States of America, its
territories and possessions, any
state in the United States of America
and the District of Columbia
US Securities Act the United States Securities Act of
1933, as amended
US Securities Exchange Act the United States Securities Exchange
Act of 1934, as amended
For the purposes of this document, holding company, subsidiary, subsidiary
undertaking and undertaking have the meanings given by the Companies Act 2006.
END
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