TIDMINS
RNS Number : 7379T
Instem plc
16 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
16 November 2023
RECOMMED CASH OFFER
by
ICHOR MANAGEMENT LIMITED
(a newly incorporated company controlled by funds managed by
ARCHIMED SAS)
for
INSTEM PLC
Issuance of Shares following Court Sanction of the Scheme
Issue of Equity, PDMR Dealings and Rule 2.9 Announcement
On 30 August 2023, the board of directors of Ichor Management
Limited ("Bidco"), a newly incorporated company controlled by funds
managed by ARCHIMED SAS, and the board of directors of Instem plc
("Instem") announced that they had reached agreement on the terms
of a recommended cash offer by Bidco for the entire issued and to
be issued share capital of Instem (the "Acquisition"). The
Acquisition is being implemented by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
The scheme document in respect of the Acquisition was published
and made available to Instem Shareholders on 25 September 2023 (the
"Scheme Document"). Capitalised terms used but not otherwise
defined in this announcement shall have the meaning given to them
in the Scheme Document.
Earlier today, Instem announced that the Scheme was sanctioned
by the Court at the Sanction Hearing.
Exercise of Options
In connection with the Acquisition, and to satisfy awards held
by certain employees of Instem under the Company's share option
plan, which have now vested and become exercisable following Court
sanction of the Scheme, Instem announces that it has applied for
1,153,957 ordinary shares of 10 pence each in the capital of Instem
("New Ordinary Shares") to be admitted to trading on AIM
("Admission"). Admission is expected to take place at 8.00 a.m.
tomorrow, 17 November 2023.
PDMR Dealings
The following individuals, who are PDMRs in the Company, are in
receipt of New Ordinary Shares following an exercise of share
options:
PDMR Role Current Options Ordinary Enlarged Enlarged
holding Exercised Shares Interest Interest
over Ordinary over Ordinary received in the Company in the Company
Shares Shares pursuant (No. Ordinary (Percentage
to the Shares) of Enlarged
Exercise Issued Share
capital)
Chief Executive
Phil Reason Officer 770,714 136,319 109,108 879,822 3.66%
---------------- --------------- --------------- -------------- --------------- ---------------
Chief Financial
Nigel Goldsmith Officer 10,000 268,970 241,759 251,759 1.05%
---------------- --------------- --------------- -------------- --------------- ---------------
Rule 2.9
In accordance with Rule 2.9 of the Code, Instem confirms that,
on 17 November 2023, following the Admission, Instem will have
24,053,390 ordinary shares of 10 pence each in issue. This figure
may be used by Instem Shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
The International Securities Identification Number for Instem
Shares is GB00B3TQCK30.
All references to times in this announcement are to London
time.
Enquiries
Instem
Phil Reason Via Walbrook
Nigel Goldsmith
Rothschild & Co (Financial Adviser to Instem)
Alistair Allen Tel: +44 (0) 161 827 3800
Julian Hudson
Tom Palmer
Singer Capital Markets Advisory LLP (Nominated Adviser, Joint
Financial Adviser and Joint Broker to Instem)
Peter Steel Tel: +44 (0) 20 7496 3000
Alex Bond
Oliver Platts
Stifel Nicolaus Europe Limited (Joint Broker to Instem)
Ben Maddison Tel: +44 (0) 20 7710 7600
Richard Short
Walbrook Financial PR (Public Relations Adviser to Instem)
Tom Cooper Tel: +44 (0) 20 7933 8780
Nick Rome
Joe Walker
Disclaimers
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as joint financial
adviser to Instem and for no one else in connection with the
matters referred to in this announcement and will not be
responsible to anyone other than Instem for providing the
protections afforded to clients of Rothschild & Co, nor for
providing advice in relation to the acquisition of Instem or any
other matters referred to in this announcement. Neither Rothschild
& Co nor any of its subsidiaries, branches or affiliates (nor
their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Rothschild & Co
in connection with this announcement, any statement contained in
this announcement, the acquisition of Instem or otherwise. No
representation or warranty, express or implied, is made by
Rothschild & Co as to the contents of this announcement.
Singer Capital Markets, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as joint financial
adviser and nominated adviser to Instem and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than Instem for providing
the protections afforded to clients of Singer Capital Markets, nor
for providing advice in relation to the acquisition of Instem or
any other matters referred to in this announcement. Neither Singer
Capital Markets nor any of its affiliates (nor their respective
directors, partners, officers, employees or agents) owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Singer Capital Markets in
connection with this announcement, any statement contained in this
announcement, the acquisition of Instem or otherwise. No
representation or warranty, express or implied, is made by Singer
Capital Markets as to the contents of this announcement.
Further information
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this announcement since such date.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Instem's website at
https://investors.instem.com by no later than 12:00 noon on the
Business Day following the date of this announcement. Neither the
contents of this website nor the content of any other website
accessible from hyperlinks on such websites is incorporated into,
or forms part of, this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of Instem or
of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the Offer Period
and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of: (i) Instem and (ii) any securities exchange offeror(s).
An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on
the 10th Business Day following the commencement of the Offer
Period and, if appropriate, by no later than 3.30 p.m. (London
time) on the 10th Business Day following the announcement in which
any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of Instem or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of Instem or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant
securities of Instem or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) Instem and
(ii) any securities exchange offeror, save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of Instem or a securities exchange
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by Instem and by
any offeror, and Dealing Disclosures must also be made by Instem,
by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk ,
including details of the number of relevant securities in issue,
when the Offer Period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt
as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Phil Reason
-------------------------- ------------------------------------
2 Reason for the notification
----------------------------------------------------------------
a) Position/status Chief Executive Officer
-------------------------- ------------------------------------
b) Initial notification Initial
/Amendment
-------------------------- ------------------------------------
3 Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor
----------------------------------------------------------------
a) Name Instem plc
-------------------------- ------------------------------------
b) LEI 213800PILYUFNNROQX68
-------------------------- ------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type
of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
----------------------------------------------------------------
a) Description Ordinary Shares of 10 pence each
of the financial in Instem plc
instrument, type
of instrument
Identification GB00B3TQCK30
code
b) Nature of the
transaction Exercise of Share Options
-------------------------- ------------------------------------
c) Price(s) and Price Volume(s)
Volume(s) Nil 100,051
----------
625 pence 36,268*
----------
-------------------------- ------------------------------------
d) Aggregated information
- Aggregated N/A - Single transaction
volume
- Price
e) Date of the 16(th) November 2023
transaction
-------------------------- ------------------------------------
f) Place of the Off-market transaction
transaction
-------------------------- ------------------------------------
* 36,268 share options being exercised at 625 pence are being
net settled for the exercise price and therefore the total number
of shares to be issued is 9,057
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Nigel Goldsmith
-------------------------- ------------------------------------
2 Reason for the notification
----------------------------------------------------------------
a) Position/status Chief Financial Officer
-------------------------- ------------------------------------
b) Initial notification Initial
/Amendment
-------------------------- ------------------------------------
3 Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor
----------------------------------------------------------------
a) Name Instem plc
-------------------------- ------------------------------------
b) LEI 213800PILYUFNNROQX68
-------------------------- ------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type
of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
----------------------------------------------------------------
a) Description Ordinary Shares of 10 pence each
of the financial in Instem plc
instrument, type
of instrument
Identification GB00B3TQCK30
code
b) Nature of the
transaction Exercise of Share Options
-------------------------- ------------------------------------
c) Price(s) and Price Volume(s)
Volume(s) Nil 170,202
----------
10 pence 62,500
----------
625 pence 36,268*
----------
-------------------------- ------------------------------------
d) Aggregated information
- Aggregated N/A - Single transaction
volume
- Price
e) Date of the 16(th) November 2023
transaction
-------------------------- ------------------------------------
f) Place of the Off-market transaction
transaction
-------------------------- ------------------------------------
* 36,268 share options being exercised at 625 pence are being
net settled for the exercise price and therefore the total number
of shares to be issued is 9,057
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END
IOEFLFLELALRLIV
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November 16, 2023 10:23 ET (15:23 GMT)
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