TIDMVDN TIDMSBS
RNS Number : 3972J
Vindon Healthcare Plc
16 July 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER OR TO PURSUE ANY OTHER TRANSACTION UNDER
RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER
CODE"). ACCORDINGLY, VINDON SHAREHOLDERS ARE ADVISED THAT THERE CAN
BE NO CERTAINTY THAT A FORMAL OFFER FOR VINDON WILL BE MADE.
FOR IMMEDIATE RELEASE
16 July 2013
VINDON HEALTHCARE PLC ("VINDON" OR THE "COMPANY")
POSSIBLE OFFER FOR VINDON
The board of Vindon (the "Board") notes the announcement by the
board of Source BioScience plc ("Source BioScience") on 15 July
2013 and confirms that it is at an advanced stage of discussions
with the board of Source BioScience regarding a possible all cash
offer (the "Possible Offer"), for the entire issued and to be
issued share capital of Vindon not already owned by Source
BioScience, at a price of 13.7 pence per Vindon share (the
"Possible Offer Price"). The Possible Offer would value the entire
issued and to be issued share capital of Vindon at approximately
GBP12.2 million.
The Board notes that this would represent a premium of 44% to
the closing middle market price on 15 July 2013 (being the last day
of dealings prior to the announcement by Source BioScience) for
Vindon shareholders in the event that an offer is made at this
price. Further information on the Possible Offer, if made, would be
contained in an offer document to be posted to Vindon shareholders
following a subsequent announcement of a firm offer or firm
intention to make an offer, in accordance with Rule 2.7 of the
Takeover Code.
In anticipation of making the Possible Offer, Source BioScience
has today procured from the director shareholders of Vindon
irrevocable undertakings to accept the Possible Offer if made, at
the Possible Offer Price, in respect of their existing holdings in
Vindon, amounting in aggregate to 24.68 per cent. of the existing
issued share capital of Vindon. Details of these irrevocable
commitments are set out below. The Board reasonably expects that
the Possible Offer would receive a unanimous recommendation from
the Vindon directors, subject to the receipt by them of appropriate
independent advice in accordance with Rule 3 of the Takeover
Code.
The making of any offer by Source BioScience remains subject to
certain conditions, including but not limited to the unanimous
recommendation of such an offer by the directors of Vindon and the
arrangement of suitable funding. Furthermore, completion of the
Possible Offer, if made, would be conditional upon, amongst other
things, Source BioScience shareholder approval to issue new shares
to part fund it.
Takeover Code
Vindon notes the announcement by the board of Source BioScience
on 15 July 2013 and notes that Rule 2.6(a) of the Takeover Code
requires that Source BioScience, by not later than 5.00 p.m. on
Monday 12 August 2013 (the "relevant deadline"), either announces a
firm intention to make an offer for Vindon in accordance with Rule
2.7 of the Takeover Code or announces that it does not intend to
make an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Takeover Code applies.
The relevant deadline will cease to apply to Source BioScience
if another offeror announces, prior to the relevant deadline, a
firm intention to make an offer for Vindon. In such circumstances,
Source BioScience will be required to clarify its intentions in
accordance with Rule 2.6(d) of the Takeover Code. The relevant
deadline may be extended in certain circumstances with the consent
of the Panel on Takeovers and Mergers (the "Panel") and Vindon.
In accordance with Rule 2.10 of the Takeover Code, the Company
confirms that, as at the close of business on 15 July 2013, its
issued share capital consisted of 88,850,000 ordinary shares with a
nominal value of 1 pence each. The International Securities
Identification Number ("ISIN") for these securities is
GB00B06N4S86.
Opening Position Disclosure:
In accordance with Rule 8.1, Vindon confirms that it holds no
ordinary shares in Source BioScience.
Details of Irrevocable Commitments
The following table sets out the required disclosure in
accordance with Note 3 of Rule 2.11 of the Takeover Code:
No. of Percentage of
Party Ordinary Shares Vindon
Issued Share
Capital
Richard Hughes 15,200,349 17.11
Martin Liam Ferguson 4,150,000 4.56
Thomas Patrick Jackson 2,273,000 2.56
Martin Burrill 300,000 0.34
Total 21,923,349 24.68
------------------------ ----------------------- ------------------
All of the above irrevocable undertakings are at the Possible
Offer Price and will cease to be binding if:
the Possible Offer (or a firm intention to make it) is not
announced in accordance with Rule 2.7 of the Takeover Code by 11.59
pm on 15 August 2013, (or such later time and/or date as Source
BioScience and Vindon may agree but in any event no later than by
11.59 pm on 30 August 2013); or
the offer document relating to the above announced offer is not
posted to Vindon shareholders within 28 days of the date of the
above announcement, unless otherwise agreed with the Panel (with
the consent of Vindon); or
the offer, having been announced, lapses or is withdrawn.
For further information, please contact:
Vindon Healthcare plc
Liam Ferguson, Chairman
Tel: +44 (0) 1706 716710
Email: info@vindonhealthcare.com
www.vindonhealthcare.com
For investor and media enquiries:
Zeus Capital Limited (Financial Advisor to Vindon)
Andrew Jones / Nick Cowles
Tel: +44 (0)161 831 1512
www.zeuscapital.co.uk
The Communications Portfolio
Philip Ranger / Ariane Comstive
Tel: +44 (0) 20 7536 2028/29
Philip.ranger@communications-portfolio.co.uk
Zeus Capital Limited ("Zeus Capital"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to Vindon in connection
with the Possible Offer and no one else and will not be responsible
to anyone other than Vindon for providing the protections afforded
to clients of Zeus Capital nor for providing advice in relation to
the Possible Offer or 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 solicitation of any offer to sell or
an invitation to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of an
offer to buy any securities, pursuant to the Possible Offer or
otherwise. If made, the Possible Offer will be made solely by an
offer document and a form of acceptance, which will contain the
full terms and conditions of any offer made by Source BioScience
for the entire issued and to be issued share capital of Vindon not
already owned by Source BioScience ("Offer"), including details of
how that Offer may be accepted. If the Offer is made, any
acceptance or other response to the Offer will need to be made on
the basis of the information in that Offer document and form of
acceptance.
This announcement has been prepared in accordance with English
law and the Takeover Code and information disclosed may not be the
same as that which would have been prepared in accordance with the
laws of jurisdictions outside England.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the availability of
any offer to shareholders in Vindon who are not resident in the
United Kingdom may be affected by the laws or regulations of any
such jurisdictions. Accordingly, any persons who are subject to the
laws or regulations of any jurisdiction other than the United
Kingdom should inform themselves of, and observe, any applicable
requirements.
Publication on Website
In accordance with Rule 30.4 of the Takeover Code, a copy of
this announcement will be available free of charge, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, at www.vindonhealthcare.com by no later than 12 noon
(London time) on 17 July 2013 (being the business day following the
date of this announcement).
About Vindon:
Vindon (LSE: VDN) along with its subsidiaries, is engaged in the
manufacture of environmental control products for the
pharmaceutical industry, life sciences and food sectors together
with the provision of related services. The Company provides
products and services for the management of temperature, humidity
and light, where controlled storage is required. Its product range
includes controlled environment rooms and storage chambers, blood
bank storage units and plant growth chambers. Vindon also offers
controlled environment storage facilities for its clients at its
site in Rochdale. For more information, see
http://www.vindonhealthcare.com/.
About Source BioScience:
Source BioScience (LSE: SBS) is an international diagnostics and
genetic analysis business serving the healthcare and research
markets. The LifeSciences division provides core laboratory
research support from conceptualisation to implementation, calling
upon a wide range of cutting-edge technology platforms including
the world's largest online catalogue of biomolecular tools. The
Group is a trusted provider of a complete range of sophisticated
microarray, next generation and conventional sequencing services.
GLP, GCP and CPA accreditations make the sequencing offerings very
attractive for applications in regulatory studies or clinical
settings. The Healthcare operations provide screening and reference
laboratory diagnostic testing for cancer and other diseases and
additional predictive testing for treatment optimisation for
clinicians and patients. The Group has its headquarters in
Nottingham, UK. For more information, see
http://www.sourcebioscience.com/.
Information on this announcement
This is an announcement falling under Rules 2.2(e), 2.4 and 2.5
of the Takeover Code and does not constitute an announcement of a
firm intention to make an offer under Rule 2.7 of the Takeover
Code.
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 paper
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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