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RNS Number : 7732D
Synergy Health PLC
28 October 2015
28 October 2015
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
SYNERGY HEALTH PLC
("Synergy" or "the Company")
Recommended Combination of Synergy and STERIS Corporation
("STERIS")
Results of Court Hearing held on 28 October 2015
Earlier today, on 28 October 2015, Synergy received confirmation
from the Court of the Capital Reduction required to effect the
Scheme.
Subject to the timing of the delivery of the Court Orders to
Companies House, the Effective Date of the Scheme is expected to be
2 November 2015.
In order to facilitate the listing of, and commencement of
dealings in, New STERIS Shares on the New York Stock Exchange by
9.30 a.m. (EST) on 3 November 2015, Synergy Shares were suspended
earlier today at 8.00 a.m. from the Official List of the UK Listing
Authority ("UKLA") and the London Stock Exchange's main market.
Synergy Shares are expected to be delisted from the premium listing
of the Official List of the UKLA and cancelled from the main market
of the London Stock Exchange at 8.00 a.m. on 3 November 2015.
Upon the Scheme becoming effective, the latest date for despatch
of cheques and settlement through CREST for Cash Consideration and
despatch of share certificates or statements of ownership in
respect of New STERIS Shares or crediting of CREST accounts in
respect of the New STERIS Shares or crediting of CREST accounts in
respect of the New STERIS Depositary Interests or crediting of DTC
accounts in respect of New STERIS Shares (as applicable), in each
case due under the Scheme is 16 November 2015.
Other
Unless otherwise stated, all references to time in this
announcement are to London, UK time.
Unless otherwise defined therein, capitalised terms and
expressions used in this announcement shall have the meanings given
to them in the Scheme Document dated 17 February 2015 or the
Supplementary Circular dated 21 September 2015.
For Further Information:
Synergy Health plc Tel: +44 (0) 1793 891 851
------------------------------------ -------------------------
Dr Richard Steeves, Chief Executive
------------------------------------ -------------------------
Gavin Hill, Finance Director
------------------------------------ -------------------------
Investec
--------------------------------------------------------
Patrick Robb, Gary Clarence Tel: +44 (0) 20 7597 5970
---------------------------- --------------------------
IMPORTANT NOTES
This announcement is not intended to and does not constitute, or
form part of, any offer or invitation to sell or purchase any
securities or the solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any security
pursuant to the Scheme or otherwise. The Scheme will be effected
solely through the Scheme Document which will contain the full
terms and conditions of the Scheme. Any decision in respect of, or
other response to, the Scheme or the Combination should be made
only on the basis of the information contained in such
document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulation and therefore any persons who are subject to
the laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Scheme disclaim any responsibility and liability for the
violation of such restrictions by any person.
The availability of the Scheme to persons who are not resident
in the United Kingdom may be restricted by the laws and/or
regulations of the relevant jurisdictions in which they are
located. The Scheme will not be made available, directly or
indirectly, in, into or from any jurisdiction where to do so would
violate the laws in that jurisdiction. Any persons who are subject
to the laws and regulations of any jurisdiction other than the
United Kingdom should inform themselves about, and observe, any
applicable requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. Further details in relation
to overseas shareholders will be contained in the Scheme
Document.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside of England.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company 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 and including
STERIS in this instance) 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) the
offeree company 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 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 the offeree company 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% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
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 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.
Publication on Website
A copy of this announcement and other documents in connection
with the Scheme will, subject to certain restrictions, be available
for inspection on Synergy's website at www.synergyhealthplc.com.
The contents of the website referred to in this announcement are
not incorporated into, and do not form part of, this
announcement.
SAE/SEL/79012/120107/UKM/71480530.9
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCPGGRWUUPAGQR
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