TIDMSBS TIDMVDN
RNS Number : 1892L
Source BioScience PLC
07 August 2013
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
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
7 August 2013
SOURCE BIOSCIENCE PLC ("SOURCE BIOSCIENCE")
RECOMMENDED CASH OFFER
for
VINDON HEALTHCARE PLC ("VINDON ")
Introduction
The Boards of Source BioScience and Vindon are pleased to
announce that they have reached agreement on the terms of a
recommended offer, to be made for the entire issued and to be
issued share capital of Vindon not already owned by Source
BioScience for cash consideration of approximately GBP12.2 million
(the "Offer").
Source BioScience currently owns 150,000 Vindon Shares and has
received irrevocable undertakings to accept the Offer from Vindon
Shareholders owning, in aggregate, a further 58.67% of Vindon's
entire issued share capital.
Defined terms used in this announcement have the meanings set
out in Appendix IV to this announcement.
The Offer
-- All cash 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 Offer values the entire issued and to be issued share
capital of Vindon at approximately GBP12.2 million, based on the
total number of 88,850,000 Vindon Shares in issue as at the date of
this announcement.
-- The Offer Price represents:
- a premium of 44.2 per cent. to the Closing Price of 9.5 pence
as at the close of business on 15 July 2013, being the last
Business Day before the announcement of the Possible Offer; a
premium of 38.1 per cent. to the average Closing Price of 9.9 pence
for the three months ended on 15 July 2013, being the last Business
Day before the announcement of the Possible Offer; and a premium of
34.7 per cent. to the average Closing Price of 10.2 pence for the
six months ended on 15 July 2013, being the last Business Day
before the announcement of the Possible Offer; and
- a premium of 7.5 per cent. to the Closing Price of 12.8 pence
on 6 August 2013, being the last Business Day before the date of
this announcement; a premium of 29.9 per cent. to the average
Closing Price of 10.5 pence for the three months ended on 6 August
2013, being the last Business Day before the date of this
announcement; and a premium of 32.2 per cent. to the average
Closing Price of 10.4 pence for the six months ended on 6 August
2013, being the last Business Day before the date of this
announcement
-- Source BioScience has obtained from:
- the Independent Vindon Directors, irrevocable undertakings to
accept the Offer amounting in aggregate to 8.05 per cent. of
Vindon's entire issued share capital;
- Richard Hughes and Martin Burrill, as Vindon Shareholders,
irrevocable undertakings to accept the Offer amounting in aggregate
to a further 17.45 per cent. of Vindon's entire issued share
capital; and
- certain other Vindon Shareholders, irrevocable undertakings to
accept the Offer amounting in aggregate to a further 33.18 per
cent. of Vindon's entire issued share capital.
-- All of the irrevocable undertakings from the Vindon Directors
will remain binding in the event of a competing offer being made
for Vindon and will cease to be binding only if the Offer lapses or
is withdrawn.
-- Save as set out in Appendix III, the irrevocable undertakings
from certain other Vindon Shareholders will remain binding in the
same circumstances as the irrevocable undertakings from the Vindon
DirectorsIn aggregate, the Offer therefore enjoys the support of
Vindon Shareholders representing 58.67 per cent. of Vindon's entire
issued share capital.
-- It is proposed that Liam Ferguson will join the Source
Bioscience Board as a non-executive director, and the remaining
members of the Vindon Board will become employees of the Enlarged
Group with the exception of Vindon non-executive directors Richard
Hughes and Martin Burrill, who are stepping down.
-- The cash consideration payable under the Offer is being
financed by a combination of a draw down under the New Debt
Facility which has been arranged with Source BioScience's
relationship bank and a substantial proportion of the proceeds of
the Firm Placing.
The Offer Document setting out further details of the Offer and
the procedures to be followed in connection with the acceptance of
the Offer will be posted to Vindon Shareholders today.
Recommendation
-- The Independent Vindon Directors, who have been so advised by
Diagnostic Capital, consider the terms of the Offer to be fair and
reasonable in so far as the Vindon Shareholders are concerned.
-- Accordingly, the Independent Vindon Directors have
unanimously recommended that Vindon Shareholders accept the Offer,
as the Independent Vindon Directors have irrevocably undertaken to
do in respect of their entire beneficial holdings comprising, in
aggregate, 7,150,000 Vindon Shares, representing approximately of
8.05 per cent of Vindon's entire issued share capital.
The terms of the Offer have been recommended by the Independent
Vindon Directors. The Vindon Board has determined that Richard
Hughes and Martin Burrill are not independent directors for the
purposes of considering and recommending the Offer by virtue of
being directors of Zeus Capital.
Rationale for the Offer
The anticipated benefits of the proposed acquisition of Vindon
can be summarised as follows:
-- Geographic expansion into the United States: Vindon has
US-based facilities and an operational infrastructure which Source
BioScience would be able to utilise to extend its LifeSciences
(including DNA sequencing) and Healthcare diagnostic activities
into North America.
-- Extension of international reach for products: Source
BioScience envisages operating a network of -80degC temperature
storage facilities in key satellite locations to aid distribution
of its portfolio of over 20 million antibodies and clones.
-- Expansion of the product and service offering: the resulting
additional breadth from combining Source BioScience's service
expertise, particularly in diagnostic testing and genetic analysis,
and Vindon's existing services will provide its customers with the
ability to buy a greater range of products and services from a
single supplier.
-- Environmentally controlled storage expertise: Vindon's
international storage expertise will bring immediate benefits to
Source BioScience, to the advantage of the Enlarged Group.
-- Significant cross selling opportunities: for the provision of
analysis, testing and storage solutions to each company's existing
client base, with the potential to reduce clients' risks and costs
by reducing the need to move samples between storage sites and
testing locations.
-- Financially beneficial to the Enlarged Group: the acquisition
of Vindon would be expected to result in accretion to the Enlarged
Group's earnings per share and potentially create EBITDA(1) margin
enhancement in the first full year of ownership (FYE December
2014)(2) .
[1] Earnings before interest, tax, depreciation and amortisation
2 This should not be construed as a profit forecast or
interpreted to mean that the future earnings per share, profits,
margins or cashflows of the Enlarged Group will necessarily be
greater than the historic published figures.
Nick Ash, CEO of Source BioScience commented:
"The potential combination of Source BioScience and Vindon
Healthcare brings a multitude of benefits to both companies; from
extended geographic reach and in-house expertise, to a broader
offering of products and services for our customers. As an enlarged
group, there will be financial benefits and the opportunity to
accelerate our growth. Having the support of the Vindon Board for
this transaction has been crucial to Source BioScience making this
offer, and we look forward to informing our shareholders of further
progress."
Liam Ferguson, Chairman of Vindon added:
"There are true synergistic benefits in bringing together Vindon
and Source BioScience and this is an attractive opportunity for our
shareholders, management and staff. With Source BioScience's
expertise in testing and diagnostics, and its world leading DNA
clone library, Vindon can broaden its offering to its customer
base. In return, our US facilities and environment storage
expertise can support Source BioScience's activities and further
expansion. I recommend this Offer to our shareholders."
This summary should be read in conjunction with and is subject
to, the full text of this announcement and the Appendices. The
Offer will be made subject to the Conditions and certain further
terms set out in Appendix I and those set out in the Offer Document
and (in respect of Vindon Shares held in certificated form) in the
Form of Acceptance.
Enquiries
Source BioScience plc
Dr Nick Ash, CEO
Tel: +44 (0) 115 973 9010
Email: enquiries@sourcebioscience.com
www.sourcebioscience.com
For investor and media enquiries:
N+1 Singer (Financial Adviser, Sponsor and Broker to Source
BioScience)
Aubrey Powell/ Joseph Stroud/ Laura White
Tel: +44 (0)20 7496 3000
www.n1singer.com
College Hill (PR Agency to Source BioScience)
Melanie Toyne-Sewell/ Stefanie Bacher/ Claire Dickinson
Tel: +44 (0)20 7457 2020
Email: sourcebioscience@collegehill.com
Vindon Healthcare plc
Liam Ferguson, Chairman
Tel: +44 (0) 1706 716 710
Email: info@vindonhealthcare.com
www.vindonhealthcare.com
Zeus Capital Limited (Financial Adviser to Vindon)
Andrew Jones / Nick Cowles
Tel: +44 (0)161 831 1512
www.zeuscapital.co.uk
Diagnostic Capital Limited (Rule 3 Adviser to Vindon)
Alex Clarkson
Tel: +44 (0)161 359 3414
www.diagnostic-capital.com
The Communications Portfolio (PR Agency to Vindon)
Philip Ranger / Ariane Comstive
Tel: +44 (0) 20 7536 2028/29
philip.ranger@communications-portfolio.co.uk
About Source BioScience
Source BioScience (LSE: Source BioScience) 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 Source BioScience 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 www.sourcebioscience.com.
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. Vindon 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
sites in the UK and Ireland and the US (Atlanta and Southern
California). For more information, see
www.vindonhealthcare.com.
Appendix I to this announcement sets out the conditions to which
the Offer will be subject and certain further terms of the
Offer.
Appendix II to this announcement sets out the bases and sources
of information from which the financial calculations used in this
announcement have been derived.
Appendix III to this announcement contains particulars of the
irrevocable undertakings received by Source BioScience.
Appendix IV to this announcement contains particulars of the
payments in respect of the termination of certain Vindon Directors
appointments.
Appendix V to this announcement contains the definitions of
terms used in this announcement (including this summary).
Further Information
N+1 Singer, which is authorised and regulated in the UK by the
FCA, is acting as exclusively as sponsor, financial adviser and
broker to Source BioScience in connection with the contents of this
announcement and the Offer and no one else and will not be
responsible to anyone other than Source BioScience for providing
the protections afforded to clients of N+1 Singer nor for providing
advice in relation to the Offer or any other matter referred to in
this announcement.
Diagnostic Capital, which is authorised and regulated in the UK
by the FCA, is acting exclusively as Rule 3 adviser to Vindon in
connection withthe contents of this announcement and the Offer and
no one else and will not be responsible to anyone other than Vindon
for providing the protections afforded to clients of Diagnostic
Capital nor for providing advice in relation to the Offer or any
other matter referred to in this announcement.
Zeus Capital, which is authorised and regulated in the UK by the
FCA, is acting exclusively as financial adviser to Vindon in
connection with the contents of this announcement and the 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 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 Offer or otherwise.
The Offer will be made solely by the Offer Document and, in respect
of Vindon Shares held in certificated form, the Form of Acceptance,
which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Any acceptance
or other response to the Offer should be made on the basis of the
information in the Offer Document and the Form of Acceptance.
Vindon Shareholders are advised to read carefully the formal
documentation in relation to the Offer once it has been
despatched.
Overseas shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable legal or regulatory requirements
of their jurisdictions. This announcement has been prepared in
accordance 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 and regulations of jurisdictions outside England.
The availability of the Offer to persons who are not resident in
and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located. The Offer
will not be made, directly or indirectly, in or into any
jurisdiction where to do so would constitute a breach of securities
laws in that jurisdiction, and the Offer will not be capable of
acceptance from or within any such jurisdiction. Accordingly,
copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any jurisdiction where to do so would
constitute a breach of securities laws in that jurisdiction, and
persons receiving this announcement (including custodians, nominees
and trustees) must not mail or otherwise distribute or send it in,
into or from such jurisdictions as doing so may invalidate any
purported acceptance of the Offer.
This announcement is not an offer of securities for sale in the
United States, Australia, Canada or Japan or in any other
jurisdiction in which such an offer is unlawful.
Forward-looking statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Source BioScience and Vindon and their respective
subsidiaries and certain plans and objectives of the Source
BioScience Directors and the Vindon 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 Source BioScience Directors and the Vindon
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
Source BioScience Directors and the Vindon Directors believe that
the expectations reflected in such forward-looking statements are
reasonable, neither Source BioScience nor Vindon can give any
assurance that such expectations will prove to have been correct
and assume no obligation to update or correct the information
contained in this announcement (except to the extent legally
required) and Source BioScience and Vindon 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 Source BioScience Share, or that the
profits, margins or cashflows of the Source BioScience group for
the current or future financial periods will necessarily be greater
than those for the relevant preceding financial period.
Dealing disclosure requirements of the City Code
Under Rule 8.3(a) of the City 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 10(th) 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 City 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the City Code, Vindon has
confirmed that it has 88,850,000 ordinary shares of one pence each
in issue and admitted to trading on AIM, a market operated by the
London Stock Exchange under the UK ISIN Code GB00B06N4S86.
Publication on website
In accordance with Rule 30.4 of the City Code, a copy of this
announcement will be will be made available free of charge, subject
to certain restrictions relating to persons resident in restricted
jurisdictions, on Source BioScience's website at
www.sourcebioscience.com and Vindon's website at
www.vindonhealthcare.com by no later than 12:00 p.m. (London time)
on 8 August 2013 (being the Business Day following the date of this
announcement). For the avoidance of doubt, the contents of these
websites are not incorporated into and do not form part of this
announcement.
Documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Offer is entitled to
receive such documents in hard copy form. Such person may request
that all future documents, announcements and information in
relation to the Offer are sent to them in hard copy form.
Copies of this announcement and all future documents,
announcements and information required to be sent to persons in
relation to the Offer may be requested from Equiniti by way of
written request to Equiniti, Aspect House, Spencer Road, Lancing
West Sussex BN99 6DA or by calling Equiniti on telephone number
0871 384 2468 (from within the UK) or +44 121 415 0107 (from
outside the UK) between 9.00 a.m. and 5.00 p.m., Monday to Friday
(excluding public holidays).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY IN OR INTO IN OR INTO OR FROM ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
7 August 2013
SOURCE BIOSCIENCE PLC ("SOURCE BIOSCIENCE")
RECOMMENDED CASH OFFER
for
VINDON HEALTHCARE PLC ("VINDON ")
1 Introduction
The Boards of Source BioScience and Vindon are pleased to
announce that they have reached agreement on the terms of a
recommended offer, to be made by Source BioScience for the entire
issued and to be issued ordinary share capital of Vindon not
already owned by Source BioScience for cash consideration of
approximately GBP12.2 million.
2 The Offer
The Offer, which will be subject to the Conditions and further
terms set out in Appendix I to this announcement and those to be
set out in the Offer Document and (in respect of Vindon Shares held
in certificated form) the Form of Acceptance, will be made on the
following basis:
for each Vindon Share 13.7 pence in cash
this values the entire issued and to be issued share capital of
Vindon at approximately GBP12.2 million, based on the total number
of 88,850,000 Vindon Shares in issue as at the date of this
announcement.
The Offer Price represents:
- a premium of 44.2 per cent. to the Closing Price of 9.5 pence
as at the close of business on 15 July 2013, being the last
Business Day before the announcement of the Possible Offer; a
premium of 37.9 per cent. to the average Closing Price of 9.9 pence
for the three months ended on 15 July 2013, being the last Business
Day before the announcement of the Possible Offer; and a premium of
34.7 per cent. to the average Closing Price of 10.2 pence for the
six months ended on 15 July 2013, being the last Business Day
before the announcement of the Possible Offer; and
- a premium of 7.5 per cent. to the Closing Price of 12.8 pence
on 6 August 2013, being the last Business Day before the date of
this announcement; a premium of 29.9 per cent. to the average
Closing Price of 10.5 pence for the three months ended on 6 August
2013, being the last Business Day before the date of this
announcement; and a premium of 32.2 per cent. to the average
Closing Price of 10.4 pence for the six months ended on 6 August
2013, being the last Business Day before the date of this
announcement.
Source BioScience has today sent to its shareholders an
explanatory prospectus also comprising a class 1 circular
summarising the background to and reasons for the Offer. The
prospectus will include a notice convening the Source BioScience
GM.
The Offer will be conditional on, amongst other things, the
approval of Source BioScience Shareholders. The Source BioScience
Directors unanimously recommend that the Source BioScience
Shareholders vote in favour of the Source BioScience Resolutions at
the Source BioScience GM.
3 Recommendation
The Independent Vindon Directors believe that Source BioScience
provides an excellent strategic fit with Vindon and the Offer will
provide a number of commercial, operational and financial
opportunities which will benefit both its clients and
employees.
Source BioScience's service expertise, particularly diagnostic
testing and genetic analysis services, adds breadth and depth to
Vindon's existing services. This will enable Vindon's storage
service customers access to Source BioScience's tissue and
gene-based analysis testing services and technologies. Vindon's
offering would also complement Source BioScience's existing
products and services portfolio and enhance the combined customer
base and geographical reach of both Vindon and Source
BioScience.
The Independent Vindon Directors believe that:
-- significant cross selling opportunities are likely to arise
from each of Vindon and Source BioScience selling its respective
services to the other's customer base;
-- the support and backing available as part of the Enlarged
Group, together with the potential for greater availability of
funding, will mean that Vindon is better placed to continue to grow
its client base; and
-- the acquisition by Source BioScience will provide additional
opportunities and attractive career prospects for Vindon's
employees as a result of being part of a larger, more profitable
Enlarged Group.
Vindon already enjoys a strong position in the UK and Irish
markets in the provision of environmentally controlled storage
services and consequently the growth of the business is now reliant
upon the expansion into overseas markets and the development of new
product lines. Although Vindon has invested overseas in line with
its business strategy, it is not without risk.
Furthermore, the Independent Vindon Directors believe that the
terms of the Offer, entitling Vindon Shareholders to receive 13.7
pence in cash for each Vindon Share, is attractive and represents a
significant (44 per cent.) premium to the Closing Price on the last
Business Day prior to the commencement of the Offer Period and
provides an opportunity to realise the whole of their investment in
cash, without dealing costs, at a value which they might not
otherwise obtain in the short to medium term.
Therefore, the Independent Vindon Directors, having been so
advised by Diagnostic Capital, consider the terms of the Offer to
be fair and reasonable and in the best interests of Vindon
Shareholders as a whole. Accordingly, the Vindon Directors
unanimously recommend that the Vindon Shareholdersaccept the
Offer.
4 Background to, and reasons, for the Offer
The Source BioScience Board believes Vindon represents a
significant opportunity in the context of Source BioScience's
growth and stated acquisition strategy, as it meets a number of the
Source BioScience Group's acquisition criteria.
The Source BioScience Board considers Vindon to be an excellent
strategic fit with Source BioScience and believes that the proposed
acquisition of Vindon will provide a number of commercial,
operational and financial benefits which are expected to create
value for Shareholders. The anticipated benefits are as
follows:
-- Geographic expansion in the United States: Vindon has US-based facilities and operational infrastructure. This would enable Source BioScience to extend its LifeSciences and Healthcare Diagnostic activities into North America, on both the East and the West coast, to address a substantial market for its products and services, with Vindon's established infrastructure providing a significantly de-risked market entry. In particular, Source BioScience anticipates being able to launch its DNA sequencing services promptly in these new locations following completion of the acquisition of Vindon;
-- Extension of international reach for Source BioScience
products: Vindon's environmentally controlled storage solutions and
expertise will also allow Source BioScience to further
internationalise its products business, particularly with respect
to clone products. Source BioScience envisages operating a network
of -80(o) C temperature storage facilities in key satellite
locations worldwide which, when coupled with the extended reach of
Source BioScience's products business, would reduce the risk of
investment in infrastructure while providing the potential to
increase revenue from both Vindon's storage services and Source
BioScience's products business in parallel, also reducing the
logistics and pricing challenges Source BioScience faces in
shipping mainly from the UK at present;
-- Expansion of the product and service offering: Source
BioScience's service expertise, particularly in diagnostic testing
and genetic analysis services, will add breadth and depth to
Vindon's existing services and benefit its customers by providing
the ability to buy additional products and services from the same
supplier and remove the need to incur the cost and risk of moving
valuable or unique samples for analysis. For example,
pharmaceutical and regenerative medicine customers using Vindon's
storage services will also have access to Source BioScience's
latest available tissue and gene-based analysis testing services
and technologies at the point of storage.
-- Expertise in environmentally controlled storage: Vindon will
be able to bring immediate benefits from its international storage
solution expertise, to the advantage of the Enlarged Group. This
includes in the storage of Source BioScience's portfolio of more
than 20 million cDNA clones which are currently stored in -80degC
freezers at the Source BioScience Group's facilities in Cambridge
with a duplicate archive maintained in Nottingham.
-- Enhancement of the customer base and geographical reach:
Vindon's service offering will add breadth and depth to Source
BioScience's existing products and services portfolio, considerably
strengthen the Enlarged Group's pool of innovative technology and
know-how, and its proposition across a range of specialist products
and support services, with the potential to enhance the customer
base and geographical reach of the Enlarged Group.
-- Significant cross selling opportunities: These are likely to
arise from each company selling its respective services to the
other's customer base, including into new territories when compared
to the existing geographic market reach of either of the two
businesses.
-- Financially beneficial to the Enlarged Group: Completion of
the Offer would be expected to result in accretion to the Enlarged
Group's earnings per share and EBITDA(1) margin enhancement in the
first full financial year following completion of the acquisition
of Vindon and of the firm placing of new shares in Source
BioScience to part fund it(2) .
[1] Earnings before interest, tax, depreciation and
amortisation
2 This should not be construed as a profit forecast or
interpreted to mean that the future earnings per share, profits,
margins or cashflows of the Enlarged Group will necessarily be
greater than the historic published figures.
5 Information on Source BioScience
Source BioScience, which is listed on the Main Market, is an
international diagnostic and genetic analysis services business
providing complementary products and services to its customers
through its Healthcare and LifeSciences divisions. Source
BioScience has over 120 employees based across six sites in the UK
and Europe. Source BioScience's head office is located in
Nottingham with additional laboratory facilities in Cambridge,
Oxford, Motherwell, Dublin and Berlin. The head office comprises
approximately 23,000 square feet of freehold premises and contains
Source BioScience's main reference laboratory accredited to GLP and
GCP for clinical trial contract research activities. The business
also holds CPA accreditation for clinical diagnostics services, is
licensed by the Human Tissue Authority and registered with the Care
Quality Commission.
The Healthcare division provides diagnostic services for cancer
and other diseases to the UK NHS, processing and reporting more
than 40,000 cases per year. Source BioScience also offers a
portfolio of complementary products which it supplies to the NHS
and other healthcare customers. Source BioScience supports over 50
per cent. of the NHS Cervical Cancer Screening Programme in England
and Wales, providing equipment, technical support, training,
laboratory consumables and clinical kits to deliver over 2 million
cervical cancer screening tests per annum. In addition, following
the acquisition of Inverclyde Biologicals earlier in the year
Source BioScience offers a comprehensive portfolio of blood group
serology reagents and associated products.
The LifeSciences division provides ultra-fast DNA sequencing
services and a portfolio of complementary products, delivered by an
international network of laboratories and distributors to academic
research groups, biotechnology and pharmaceutical companies. Source
BioScience offers a portfolio of more than 20 million cDNA clones
and 100,000 antibodies which customers can access via
GenomeCube(R), Source BioScience's proprietary e-commerce platform,
database and search engine. The clone portfolio is maintained in
-80degC storage facilities at Source BioScience's premises in
Cambridge, with an archived duplicate maintained in Nottingham.
6 Information on Vindon
Vindon is regarded as a leader in the provision of
environmentally controlled storage services and equipment for the
pharmaceutical and healthcare sectors. Vindon provides controlled
environment services and products to the pharmaceutical, life
sciences and heritage sectors in the UK, Ireland, Europe and North
America. Vindon currently operates from four sites, comprising its
headquarters in the UK and operations in Ireland and in the US
(Atlanta and Southern California).
Environmentally controlled storage services
Across its four sites, Vindon offers stability storage, freezer
storage, -80degC storage and ultra-low (liquid nitrogen) storage
services to the pharmaceutical, biotechnology, R&D and
regenerative medicine markets.
For stability storage services, a broad range of environmental
condition requirements can be accommodated at Vindon's Good
Manufacturing Practice compliant storage facilities in the UK,
Ireland and the US. In addition, Vindon also provides biological
material storage services at -5degC, -20degC, -70degC and
-80degC.
Cryobank storage is provided from Vindon's Human Tissue
Authority licensed facilities in the UK for the bio-repository and
secure storage of biological samples at temperatures below
-155degC.
Environmentally controlled storage equipment
Vindon design, manufacture and install a range of standard and
bespoke controlled environment reach-in and walk-in room systems
that provide the climatic conditions specified for the customer's
requirements. These include meeting the ICH Tripartite guidelines
for stability storage testing for biotechnology and pharmaceutical
customers, simulating the conditions of all four global climatic
zones for long term, intermediate and accelerated stability
testing. Products include environmental rooms and cabinets,
photostability cabinets, fridges and freezers, ovens, blood banks,
plasma freezers, plant growth cabinets and incubators.
Service and maintenance of the installed equipment is tailored
to individual customer requirements and supported by qualified
service engineers. The services include validation, maintenance and
repair in addition to disaster recovery management.
7 Vindon Trading Update
As at the date of this announcement, overall, operations focused
in the UK and Ireland are trading broadly in line with
expectations. However at the Atlanta facility, equipment and
validation sales are currently below forecast. Validation revenues
are significantly higher than for the corresponding period in 2012,
but are still to achieve targeted levels. The Vindon Directors are
pleased to announce the successful opening of the new storage
facility in Southern California. This was formally opened, on
schedule, in July 2013.
8 Directors, management and employees
With the exception of Richard Hughes and Martin Burrill, both
currently non-executive directors at Vindon, all of the Vindon
Directors and senior management will remain with the Enlarged
Group. It is proposed that Liam Ferguson will join the Source
BioScience Board as a non-executive director.
The Source BioScience Board attaches great importance to the
skills and experience of the management and employees of Vindon.
The Source BioScience Board intends to continue the business of
Vindon, including supporting Vindon's current activities, and has
provided assurance to the Independent Vindon Directors that, upon
the Offer becoming or being declared unconditional in all respects,
the existing employment rights of the Management Team and all
employees of Vindon will be fully safeguarded in accordance with
contractual and statutory requirements.
In addition, Vindon has received assurances that following the
Offer becoming or being declared unconditional in all respects, the
places of business and location of fixed assets of the Vindon Group
will remain unchanged.
Following the Offer becoming or being declared unconditional in
all respects:
(a) the Management Team will remain in their current roles with
no changes to their current terms and conditions of employment;
(b) it is proposed that Liam Ferguson will join the Source
BioScience Board as a non-executive director and whilst final terms
are to be agreed, the Source BioScience Board envisages that,
subject to the terms of his appointment, he will be entitled to
receive remuneration of GBP25,000 per annum plus an additional
GBP5,000 per annum for each board committee he chairs; and
(c) Richard Hughes and Martin Burrill will resign from the
Vindon Board with immediate effect. Particulars of the payments in
respect of termination of their respective appointments as
non-executive directors are set out in Appendix IV of this
announcement.
No management incentivisation arrangements have been offered or
proposed by Source BioScience. Given that Liam Ferguson will be
entitled to the same terms as the other non-executive Source
BioScience Directors and that his proposed entitlement is not
materially different from his current entitlement, Diagnostic
Capital consider his arrangements to be fair and reasonable.
The Independent Vindon Directors acknowledge the requirements
under Rule 25.9 of the City Code that a separate opinion of the
employee representatives on the effects of the Offer on employment
be appended to this announcement, if such opinion is provided in
good time prior to publication of this announcement. As at the date
of this announcement, no such opinion has been provided. If, and to
the extent that, Vindon is subsequently provided with such an
opinion, Vindon will publish that opinion on its website and make
an announcement via a Regulatory Information Service in accordance
with the requirements of Rule 25.9 of the City Code.
9 Shareholder Meeting
In view of its size, pursuant to the requirements of the Listing
Rules, the Offer is conditional (among other matters, as set out in
Appendix I) upon approval of Source BioScience Shareholders at the
Source BioScience GM. Source BioScience will today send to its
shareholders an explanatory circular summarising the background to
and reasons for the Offer. The circular will include a notice
convening the Source BioScience GM.
The Offer Document setting out full details of the Offer,
together with the Form of Acceptance will be posted in due course
to Vindon Shareholders who are entitled to receive them.
10 Irrevocable Undertakings
In aggregate, Source BioScience has received irrevocable
undertakings to accept or procure acceptance of the Offer in
respect of a total of 52,128,063 Vindon Shares, representing 58.67
per cent. of Vindon's entire issued share capital at 6 August 2013
(being the last Business Day prior to the date of this
announcement).
Source BioScience has received irrevocable undertakings to
accept the Offer from the Independent Vindon Directors who hold
Vindon Shares in respect of their entire beneficial holdings of
Vindon Shares amounting to a total of 7,150,000 Vindon Shares (as
set out in Appendix III to this announcement) representing
approximately 8.05 per cent. of Vindon's entire issued share
capital at 6 August 2013 (being the last Business Day prior to the
date of this announcement).
Source BioScience has also received irrevocable undertakings to
accept the Offer from the other Vindon Directors who hold Vindon
Shares in respect of their entire beneficial holdings of Vindon
Shares amounting to a total of 15,500,349 Vindon Shares (as set out
in Appendix III to this announcement) representing approximately
17.45 per cent. of Vindon's entire issued share capital at 6 August
2013 (being the last Business Day prior to date of this
announcement).
Each of the above irrevocable undertakings has been entered into
by the relevant Vindon Director only as a shareholder of Vindon and
not in their capacity as a director; nothing contained in the
undertakings requires any of the relevant Vindon Directors to take
or not to take any decision or action in their capacity as a Vindon
Director.
Source BioScience has also received irrevocable undertakings to
accept the Offer from certain other Vindon Shareholders in respect
of their entire beneficial holdings of Vindon Shares amounting to a
total of 29,477,714 Vindon Shares (as set out in Appendix III to
this announcement) representing approximately 33.18 per cent. of
Vindon's entire issued share capital at 6 August 2013 (being the
last Business Day prior to the date of this announcement).
The above irrevocable undertakings will cease to be binding
if:
-- a firm intention to make an offer or an offer for Vindon is
not announced in accordance with Rule 2.7 of the City 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 is not posted to Vindon Shareholders by 15
September 2013, unless otherwise agreed with the Panel (with the
consent of Vindon); or
-- the Offer, having been announced, lapses or is withdrawn.
Furthermore, the irrevocable commitment given by Helium Special
Situations Fund Ltd. and YFM Private Equity Limited will also cease
to be binding in the event that a third party announces a general
offer to acquire the entire issued share capital of Vindon on terms
which represent an improvement on the value of the consideration
offered under the Offer by more than 10% as at the date on which
such third party offer is announced, provided that such third party
has announced a firm intention to make such higher offer by not
later than 12 noon on the seventh day after this announcement is
despatched to Vindon Shareholders.
In addition, Source BioScience owns 150,000 Vindon Shares
representing 0.2 per cent. of Vindon's entire issued share capital,
as at 6 August 2013 (being the last Business Day prior to the date
of this announcement).
All of the above irrevocable undertakings anticipate that any
offer will be made at the Offer Price and provided that the offer
is made on terms which, in the reasonable opinion of Diagnostic
Capital, acting in its capacity as Rule 3 adviser, do not represent
a diminution in value of the proposed terms of the offer set out in
the irrevocable undertakings.
Further details of these irrevocable undertakings are set out in
Appendix III to this announcement.
11 Vindon Share Schemes
The Offer extends to any Vindon Shares not already owned or
agreed to be acquired by Source BioScience and which are
unconditionally allotted or issued and fully paid (or credited as
fully paid) on or before the date on which the Offer closes to
acceptances (or such earlier date as Source BioScience may, subject
to the City Code, decide) including the exercise or release of
existing options or awards granted in relation to any such shares
allotted or issued pursuant to the Vindon Share Schemes, following
the Offer becoming or being declared unconditional in all
respects.
If the Offer becomes or is declared unconditional in all
respects, to the extent options remain unexercised or have not
lapsed, Source BioScience will make appropriate proposals to the
participants in the Vindon Share Schemes.
12 Permitted Offer-related arrangements
On 1 May 2013 Source BioScience and Vindon entered into an
agreement relating to the Offer, pursuant to which both Source
BioScience and Vindon agreed to keep confidential, certain
information supplied by Source BioScience and Vindon for the
purpose of considering the proposed Offer. Source BioScience and
Vindon have agreed that their respective obligations of
confidentiality to the other shall, unless otherwise agreed,
continue for a period of two years from the date of the
agreement.
13 Compulsory acquisition, de-listing and cancellation of trading
If Source BioScience receives sufficient acceptances under the
Offer and assuming that all of the other Conditions have been
satisfied or waived (if capable of being waived), Source BioScience
intends to exercise its rights pursuant to the provisions of Part
28 of the Companies Act to acquire compulsorily any remaining
Vindon Shares to which the Offer relates on the same terms as the
Offer.
Assuming that the Offer becomes or is declared unconditional in
all respects and subject to any applicable requirements of the AIM
Rules, Source BioScience intends to procure that Vindon applies to
the London Stock Exchange for the cancellation of the admission of
the Vindon Shares to trading on AIM. It is anticipated that such
cancellation of listing and trading will take effect no earlier
than 20 Business Days after the Offer becomes or is declared
unconditional in all respects, subject to compliance with
applicable requirements of the AIM Rules.
The cancellation of trading of the Vindon Shares will
significantly reduce the liquidity and marketability of any Vindon
Shares not acquired by Source BioScience.
It is also intended that, assuming that the Offer becomes or is
declared unconditional in all respects and, assuming the
cancellation of trading of Vindon Shares on AIM, Vindon will be
re-registered as a private company under the relevant provisions of
the Companies Act.
14 Funding arrangements
The cash consideration payable under the Offer is being financed
by a combination of a draw down under the New Debt Facility which
has been arranged with Source BioScience's relationship bank and a
substantial proportion of the proceeds of the Firm Placing.
N+1 Singer is satisfied that sufficient financial resources are
available to Source BioScience to satisfy full acceptance of the
cash consideration payable under the Offer.
15 Overseas Vindon Shareholders
Persons not resident in the United Kingdom may be affected by
the laws of the relevant overseas jurisdiction. Such persons should
inform themselves about and observe any applicable requirements.
Further details in relation to overseas Shareholders will be
contained in the Offer Document. If a Vindon Shareholder is in any
doubt as to his eligibility to participate in the Offer, he should
contact his independent professional adviser immediately.
16 Expected timetable of principal events
It is expected that the formal documentation setting out details
of the Offer will be posted to Vindon Shareholders and for
information only, to the holders of share options under the Vindon
Share Schemes, as soon as practicable and, in any event within 28
days of the date of this announcement (or such later date as Source
BioScience and Vindon may, with the consent of the Panel,
agree).
The Source BioScience GM will be held on 23 August 2013 and it
is expected that the First Closing Date of the Offer will be 28
August 2013.
17 Disclosure of interests in Vindon Shares
Save for a total of 150,000 Vindon Shares held by Source
BioScience which represent, in aggregate, 0.2 per cent. of Vindon's
entire issued share capital as at 6 August 2013 (being the last
Business Day prior to this announcement), neither Source BioScience
nor, so far as Source BioScience is aware, any party deemed by the
Panel to be acting in concert with Source BioScience, owns or
controls any Vindon Shares or holds any options to purchase Vindon
Shares or any derivative referenced to securities of Vindon.
18 Publication on website
A copy of this announcement, the New Debt Facility, the Placing
Agreement, the confidentiality agreement referred to paragraph 12
above and the irrevocable undertakings referred to at paragraph 10
above will be will be made available on Source BioScience's website
at www.sourcebioscience.com and Vindon's website at
www.vindonhealthcare.com by no later than 12:00 noon (London time)
on 8 August 2013(being the Business Day following the date of this
announcement) until the end of the Offer Period.
For the avoidance of doubt, the contents of these websites are
not incorporated into and do not form part of this
announcement.
19 General
There are no agreements or arrangements to which Source
BioScience is a party which relate to the circumstances in which it
may or may not invoke or seek to invoke a condition to the
Offer.
Neither Source BioScience nor any person acting in concert with
Source BioScience has any arrangement of the kind referred to in
Note 6 of Rule 8 of the City Code.
Your attention is drawn to the Appendices which form part of
this announcement.
The Conditions and a summary of further terms in relation to the
Offer set out in Appendix I to this announcement form part of, and
should be read in conjunction with, this announcement.
Appendix IV to this announcement contains definitions of certain
terms used in this announcement.
The Offer will be subject to the applicable requirements of the
City Code.
This announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities.
Enquiries
Source BioScience plc
Dr Nick Ash, CEO
Tel: +44 (0) 115 973 9010
Email: enquiries@sourcebioscience.com
www.sourcebioscience.com
For investor and media enquiries:
N+1 Singer (Financial Adviser, Sponsor and Broker to Source
BioScience)
Aubrey Powell/ Joseph Stroud/ Laura White
Tel: +44 (0)20 7426 3000
www.n1singer.com
College Hill (PR Agency to Source BioScience)
Melanie Toyne-Sewell/ Stefanie Bacher/ Claire Dickinson
Tel: +44 (0)20 7457 2020
Email: sourcebioscience@collegehill.com
Vindon Healthcare plc
Liam Ferguson, Chairman
Tel: +44 (0) 1706 716710
Email: info@vindonhealthcare.com
www.vindonhealthcare.com
Zeus Capital Limited (Financial Adviser to Vindon)
Andrew Jones / Nick Cowles
Tel: +44 (0)161 831 1512
www.zeuscapital.co.uk
Diagnostic Capital Limited (Rule 3 Adviser to Vindon)
Alex Clarkson
Tel: +44 (0)161 359 3414
www.diagnostic-capital.com
The Communications Portfolio (PR Agency to Vindon)
Philip Ranger / Ariane Comstive
Tel: +44 (0) 20 7536 2028/29
philip.ranger@communications-portfolio.co.uk
Appendix I to this announcement sets out the conditions to which
the Offer will be subject and certain further terms of the
Offer.
Appendix II to this announcement sets out the bases and sources
of information from which the financial calculations used in this
announcement have been derived.
Appendix III to this announcement contains particulars of the
irrevocable undertakings received by Source BioScience.
Appendix IV to this announcement contains particulars of the
payments in respect of the termination of certain Vindon Directors
appointments.
Appendix V to this announcement contains the definitions of
terms used in this announcement (including this summary).
Further Information
N+1 Singer, which is authorised and regulated in the UK by the
FCA, is acting as exclusively as sponsor, financial adviser and
broker to Source BioScience in connection with the contents of this
announcement and the Offer and no one else and will not be
responsible to anyone other than Source BioScience for providing
the protections afforded to clients of N+1 Singer nor for providing
advice in relation to the Offer or any other matter referred to in
this announcement.
Zeus Capital, which is authorised and regulated in the UK by the
FCA, is acting exclusively as financial adviser to Vindon in
connection with the contents of this announcement and the 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 Offer or any other
matter referred to in this announcement.
Diagnostic Capital, which is authorised and regulated in the UK
by the FCA, is acting exclusively as Rule 3 adviser to Vindon in
connection with the contents of this announcement and the Offer and
no one else and will not be responsible to anyone other than Vindon
for providing the protections afforded to clients of Diagnostic
Capital nor for providing advice in relation to the 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 Offer or otherwise.
The Offer will be made solely by the Offer Document and, in respect
of Vindon Shares held in certificated form, the Form of Acceptance,
which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Any acceptance
or other response to the Offer should be made on the basis of the
information in the Offer Document and, in respect of Vindon Shares
held in certificated form, the Form of Acceptance. Vindon
Shareholders are advised to read carefully the formal documentation
in relation to the Offer once it has been despatched.
Overseas shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable legal or regulatory requirements
of their jurisdictions. This announcement has been prepared in
accordance 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 and regulations of jurisdictions outside England.
The availability of the Offer to persons who are not resident in
and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located. The Offer
will not be made, directly or indirectly, in or into any
jurisdiction where to do so would constitute a breach of securities
laws in that jurisdiction, and the Offer will not be capable of
acceptance from or within any such jurisdiction. Accordingly,
copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any jurisdiction where to do so would
constitute a breach of securities laws in that jurisdiction, and
persons receiving this announcement (including custodians, nominees
and trustees) must not mail or otherwise distribute or send it in,
into or from such jurisdictions as doing so may invalidate any
purported acceptance of the Offer.
This announcement is not an offer of securities for sale in the
United States, Australia, Canada or Japan or in any other
jurisdiction in which such an offer is unlawful.
Forward-looking statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Source BioScience and Vindon and their respective
subsidiaries and certain plans and objectives of the Source
BioScience Directors and the Vindon 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 Source BioScience Directors and the Vindon
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
Source BioScience Directors and the Vindon Directors believe that
the expectations reflected in such forward-looking statements are
reasonable, neither Source BioScience nor Vindon can give any
assurance that such expectations will prove to have been correct
and assume no obligation to update or correct the information
contained in this announcement (except to the extent legally
required) and Source BioScience and Vindon 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 Source BioScience Share for the
current or future financial periods will necessarily be greater
than those for the relevant preceding financial period.
Dealing disclosure requirements of the City Code
Under Rule 8.3(a) of the City 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 10(th) 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 City 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the City Code, Vindon has
confirmed that it has 88,850,000 ordinary shares of one pence each
in issue and admitted to trading on AIM, a market operated by the
London Stock Exchange under the UK ISIN Code GB00B06N4S86.
Publication on website
In accordance with Rule 30.4 of the City Code, a copy of this
announcement will be made available free of charge, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on Source BioScience's website at
www.sourcebioscience.com and Vindon's website at
www.vindonhealthcare.com by no later than 12:00 noon (London time)
on 8 August 2013 (being the Business Day following the date of this
announcement). For the avoidance of doubt, the contents of these
websites are not incorporated into and do not form part of this
announcement.
Documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Offer is entitled to
receive such documents in hard copy form. Such person may request
that all future documents, announcements and information in
relation to the Offer are sent to them in hard copy form.
Copies of this announcement and all future documents,
announcements and information required to be sent to persons in
relation to the Offer may be requested from Equiniti by way of
written request to Equiniti, Aspect House, Spencer Road, Lancing,
West Susssex, BN99 6DA or by calling Equiniti on telephone number
0871 384 2468 (from within the UK) or +44 121 415 0107 (from
outside the UK) between 9.00 a.m. and 5.00 p.m., Monday to Friday
(excluding public holidays).
APPENDIX I
Conditions and Further Terms of the Offer
PART A - CONDITIONS OF THE OFFER
1. Acceptance, Firm Placing and Competition Reference Conditions
The Offer will be conditional upon:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. (London time) on the First
Closing Date of the Offer (or such later time(s) and/or date(s) as
Source BioScience may, subject to the rules of the City Code or
with the consent of the Panel decide) in respect of such number of
Vindon Shares which, together with any Vindon Shares acquired or
agreed to be acquired by Source BioScience or parties acting in
concert with Source BioScience before or during the Offer Period,
will result in Source BioScience and any person acting in concert
with it holding not less than 90 per cent, (or such lower
percentage as Source BioScience may decide provided it is not lower
than 50 per cent.) (1) in nominal value of the Vindon Shares to
which the Offer relates and (2) of the voting rights attached
carried by the Vindon Shares to which the Offer relates, provided
that this condition will not be satisfied unless Source BioScience
and/or any of its wholly-owned subsidiaries shall have acquired, or
agreed to acquire, pursuant to the Offer or otherwise, Vindon
Shares carrying more than 50 per cent. of the voting rights
normally exercisable at a general meeting of Vindon, including for
this purpose (to the extent, if any, required by the Panel) any
such voting rights attaching to any Vindon Shares that are
unconditionally allotted or issued before the Offer becomes or is
declared unconditional as to acceptances, whether pursuant to the
exercise of any outstanding subscription or conversion rights or
otherwise, and for the purposes of this condition:
(i) shares which have been unconditionally allotted but not
issued before the Offer becomes or is declared unconditional,
whether pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise, shall be deemed to carry the voting
rights they will carry on issue
(ii) valid acceptances shall be deemed to have been received in
respect of Vindon Shares which are treated for the purposes of
section 979 of the Companies Act as having been acquired or
contracted to be acquired by Source BioScience by virtue of
acceptances of the Offer; and
(iii) the expression "Vindon Shares to which the Offer relates"
shall be construed in accordance with Part 28 of the Companies
Act;
(b) the Source BioScience Resolutions having been passed at the
Source BioScience GM (or at any adjournment thereof);
(c) admission of the Firm Placing Shares to the Official List
becoming effective in accordance with the Listing Rules and the
admission of the Firm Placing Shares to the Main Market becoming
effective in accordance with the Admission and Disclosure Standards
or (if Source BioScience so determines and subject to the consent
of the Panel) the UKLA agreeing or confirming its decision to admit
the Firm Placing Shares to the Official List and the Main Market
agreeing to admit the Firm Placing Shares to trading subject only
to (i) the allotment of such shares and/or (ii) the Offer becoming
or being declared unconditional in all respects (save for this
condition); and
(d) the OFT not having indicated to Source BioScience that it
has decided to refer the Offer or any part of it to the Competition
Commission and/or if the European Commission not having indicated
to Source BioScience that it has decided to initiate proceedings
under Article 6(1 )(c) of Council Regulation (EC) 139/2004 or to
make a referral to a competent authority of the United Kingdom
under Article 9(1) of that Regulation.
2. The Offer will be subject to the following conditions (as amended if appropriate):
In addition, subject as stated in Part B below and to the
requirements of the Panel, the Offer will be conditional upon the
Acceptance Condition and the following Conditions being satisfied
or, where relevant, waived by not later than 1.00 p.m. (London
time) on the First Closing Date:
Notifications, waiting periods and authorisations
(a) all material notifications, filings or applications which
are necessary or reasonably considered appropriate in connection
with the Offer having been made by not later than 1.00 p.m. (London
time) on the First Closing Date and all necessary waiting periods
(including any extensions thereof) under any applicable legislation
or regulation of any jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory and regulatory
obligations in any jurisdiction having been complied with in each
case in respect of the Offer and all material authorisations,
orders, recognitions, grants, consents, clearances, confirmations,
certificates, licences, permissions and approvals
("Authorisations") deemed necessary or reasonably appropriate by
Source BioScience in any jurisdiction for or in respect of the
Offer and, except pursuant to Chapter 3 of Part 28 of the Companies
Act, the acquisition or the proposed acquisition of any shares or
other securities in, or control or management of, Vindon having
been obtained in terms and in a form reasonably satisfactory to
Source BioScience from any appropriate central bank, government or
governmental, quasi-governmental, supranational, statutory,
regulatory, environmental or investigative body or authority,
court, trade agency, professional association, institution,
employee representative body or any other body or person whatsoever
in any jurisdiction (a "Third Party") or (without prejudice to the
generality of the foregoing) from any person or bodies with whom
any member of the Vindon Group has entered into contractual
arrangements and all such Authorisations necessary or reasonably
appropriate to carry on the business of any member of the Vindon
Group in any jurisdiction having been obtained and all such
Authorisations remaining in full force and effect at the time at
which the Offer becomes otherwise wholly unconditional and there
being no notice or written intimation of an intention to revoke,
suspend, restrict, modify or not to renew such Authorisations;
General antitrust and regulatory
(b) other than in relation to the matters referred to in
Condition 2(a), no antitrust regulator or Third Party having given
notice of a decision to take, institute, implement or threaten any
action, proceeding, suit, investigation, inquiry or reference (and
in each case, not having withdrawn the same), or having required
any action to be taken or otherwise having done anything, or having
enacted, made or proposed any statute, regulation, decision, order
or change to published practice (and in each case, not having
withdrawn the same) and there not continuing to be outstanding any
statute, regulation, decision or order which would or might
reasonably be expected to (in any case which is material in the
context of the Offer):
(i) require, prevent or materially delay or affect the
divestiture or materially prejudice the terms envisaged for such
divestiture by any member of the Vindon Group or Source BioScience
of all or any material part of their respective businesses, assets
or property or of any Vindon Shares or other securities in Vindon
or impose any limitation on the ability of all or any of them to
conduct their businesses (or any part thereof) or to own, control
or manage any of their assets or properties (or any part thereof)
to an extent which is material in the context of the Vindon Group
taken as a whole;
(ii) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require Source BioScience to acquire or offer to acquire any
shares, other securities (or the equivalent) or interest in any
member of the Vindon Group or any asset owned by any Third Party
(other than in the implementation of the Offer);
(iii) impose any limitation on, or result in a material delay
in, the ability of Source BioScience directly or indirectly to
acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in Vindon or on
the ability of any member of the Vindon Group directly or
indirectly to hold or exercise effectively all or any rights of
ownership in respect of shares or other securities (or the
equivalent) in, or to exercise voting or management control over,
any member of the Vindon Group to an extent which is material in
the context of the Vindon Group taken as a whole;
(iv) otherwise adversely affect any or all of the business,
assets, financial or trading position, profits or prospects of any
member of the Vindon Group or Source BioScience to an extent which
is material in the context of the Vindon Group taken as a whole or
Source BioScience (as the case may be);
(v) result in any member of the Vindon Group or Source
BioScience ceasing to be able to carry on business to the extent
conducted at 7 August 2013 under any name under which it presently
carries on business to an extent which is material in the context
of the Vindon Group taken as a whole or Source BioScience (as the
case may be);
(vi) make the Offer or its implementation, or the acquisition or
proposed acquisition of any shares or other securities in or
control of Vindon by Source BioScience, void, unenforceable and/or
illegal under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly, materially prevent or prohibit, restrict,
restrain, or delay the same or otherwise interfere with the Offer
or its implementation, or impose material additional conditions or
obligations with respect to, or otherwise materially impede,
interfere or require amendment of the Offer or the acquisition or
proposed acquisition of any shares or other securities in or
control of Vindon by Source BioScience to an extent which is
material in the context of the Offer;
(vii) require, prevent or materially delay a divestiture by
Source BioScience of any shares or other securities (or the
equivalent) in any member of the Vindon Group to an extent which is
material in the context of the Vindon Group taken as a whole or
Source BioScience (as the case may be); or
(viii) impose any limitation on the ability of Source BioScience
to conduct or integrate all or any part of its business with all or
any part of the business of Source BioScience and/or the Vindon
Group to an extent which is material in the context of the Vindon
Group taken as a whole or Source BioScience (as the case may be),
and all applicable waiting and other time periods (including any
extensions thereof) during which any such antitrust regulator or
Third Party could decide to take, institute, implement or threaten
any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any jurisdiction
in respect of the Offer having expired, lapsed or been
terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
(c) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Vindon Group is a party or by
or to which any such member or any of its assets is or may be
bound, entitled or subject, or any event or circumstance which, as
a consequence of the Offer or because of a change in the control of
Vindon or any other member of the Vindon Group, would or might
reasonably be expected to result in (in any case to an extent which
is or would be material in the context of the Vindon Group taken as
a whole):
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Vindon
Group being or becoming repayable, or capable of being declared
repayable, immediately or prior to its or their stated maturity
date or repayment date, or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited or
being capable of becoming or being withdrawn or inhibited;
(ii) 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 member of the Vindon Group or any such
mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence,
franchise, permit or other instrument being terminated or the
rights, liabilities, obligations or interests of any member of the
Vindon Group therein being adversely modified or adversely affected
or any obligation or liability arising or any adverse action being
taken or arising thereunder;
(iv) any liability of any member of the Vindon Group to make any
severance, termination, bonus or other payment to any of its
directors or other officers;
(v) any assets or interests of any such member being or falling
to be disposed of or any right arising under which any such asset
or interest could be required to be disposed of;
(vi) the rights, liabilities, obligations, interests or business
of any member of the Vindon Group under any such arrangement,
agreement, lease, licence, franchise, permit or other instrument,
or the interests or business of any member of the Vindon Group in
or with any other person, body, firm or company (or any agreement
or arrangement relating to any such interests or business) being or
becoming capable of being terminated, or adversely modified or
affected or any onerous obligation or liability arising or any
adverse action being taken thereunder;
(vii) any member of the Vindon Group ceasing to be able to carry
on business under any name under which it presently carries on
business;
(viii) the value of, or the financial or trading position or
prospects of, any member of the Vindon Group being prejudiced or
adversely affected; or
(ix) the creation or acceleration of any liability (actual or
contingent) by any member of the Vindon Group other than trade
creditors or other liabilities incurred in the ordinary course of
business,
and no event having occurred which, under any provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Vindon Group is a party or by
or to which any such member or any of its assets are bound,
entitled or subject, would be expected to result in any of the
events or circumstances as are referred to in Conditions (c)(i) to
(ix) (in each case to an extent which is material in the context of
the Vindon Group taken as a whole);
Certain events occurring since 31 December 2012
(d) except as Disclosed, no member of the Vindon Group since 31 December 2012 having:
(i) issued or agreed to issue, or authorised or proposed or
announced its intention to authorise or propose the issue of,
additional shares of any class or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Vindon
Shares out of treasury (except, where relevant, as between Vindon
and wholly owned subsidiaries of Vindon or between the wholly owned
subsidiaries of Vindon and in respect options or awards granted on
or before 31 December 2012 under the Vindon Share Schemes and for
any Vindon Shares allotted upon exercise or vesting of such
options);
(ii) 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) or dividends
(or other distributions whether payable in cash or otherwise)
lawfully paid or made by any wholly owned subsidiary of Vindon to
Vindon or any of its wholly owned subsidiaries;
(iii) other than pursuant to the Offer (and except for
transactions between Vindon and its wholly owned subsidiaries or
between the wholly owned subsidiaries of Vindon and transactions in
the ordinary course of business) implemented, effected, authorised
or proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment, acquisition or disposal of assets
or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is
material in the context of the Vindon Group taken as a whole;
(iv) (except for transactions between Vindon and its wholly
owned subsidiaries or between the wholly owned subsidiaries of
Vindon) disposed of, or transferred, mortgaged or created any
security interest over any asset or any right, title or interest in
any asset or authorised, proposed or announced any intention to do
so which in any case is material in the context of the Vindon Group
taken as a whole;
(v) (except for transactions between Vindon and its wholly owned
subsidiaries or between the wholly owned subsidiaries of Vindon)
issued, authorised or proposed or announced an intention to
authorise or propose the issue of, or made any change in or to the
terms of, any debentures or, except in the ordinary course of
business, become subject to any contingent liability or incurred or
increased any indebtedness which in any case is material in the
context of the Vindon Group taken as a whole;
(vi) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) except in the ordinary
course of business which is of a long term, unusual or onerous
nature or magnitude or which involves an obligation of a nature or
magnitude which is likely to be restrictive on the business of any
member of the Vindon Group and which in any case is material in the
context of the Vindon Group taken as a whole;
(vii) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of, any contract, service agreement,
commitment or arrangement with any director or senior executive of
any member of the Vindon Group save as agreed by Source
BioScience;
(viii) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
Vindon Group save as agreed by Source BioScience or which is
required pursuant to the implementation of the Offer;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital, save as agreed by Source BioScience or which is
required pursuant to the implementation of the Offer;
(x) waived, compromised or settled any claim (other than in the
ordinary course of business or between Vindon and its wholly owned
subsidiaries or between the wholly owned subsidiaries of Vindon)
which is material in the context of the Vindon Group taken as a
whole;
(xi) terminated or varied the terms of any agreement or
arrangement between any member of the Vindon Group and any other
person in a manner which would have a material adverse effect on
the financial position of the Vindon Group taken as a whole;
(xii) other than pursuant to the Offer and as envisaged in
accordance with the terms of the Offer, made any alteration to its
memorandum or articles of association or other incorporation
documents in each case which is material in the context of the
Offer;
(xiii) except in relation to changes made or agreed as a result
of, or arising from, changes to legislation, made or agreed or
consented to any change to the terms of the trust deeds and rules
constituting the pension scheme(s) established for its directors,
employees or their dependants or any material change to the
benefits which accrue, or to the pensions which are payable,
thereunder, or to the basis on which qualification for, or accrual
or entitlement to, such benefits or pensions are calculated or
determined or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or
consented to, in each case which is material in the context of the
Vindon Group taken as a whole;
(xiv) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business, in
each case which is material in the context of the Vindon Group
taken as a whole;
(xv) (other than in respect of a member of the Vindon Group
which is dormant and was solvent at the relevant time) taken or
proposed any steps, corporate action or had any legal proceedings
instituted or threatened against it in relation to the suspension
of payments, a moratorium of any indebtedness, its winding-up
(voluntary or otherwise), dissolution, reorganisation or for the
appointment of a receiver, administrator, manager, administrative
receiver, trustee or similar officer of all or any material part of
its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction or had any such person appointed, in each case
which is material in the context of the Vindon Group taken as a
whole;
(xvi) (except for transactions between Vindon and its wholly
owned subsidiaries or between the wholly owned subsidiaries of
Vindon) made, authorised, proposed or announced an intention to
propose any change in its loan capital, in each case which is
material in the context of the Vindon Group taken as a whole;
(xvii) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities, in each case which is
material in the context of the Vindon Group taken as a whole;
(xviii)entered into any licence or other disposal of
intellectual property rights of any member of the Vindon Group
which are material in the context of the Vindon Group and outside
the normal course of business; or
(xix) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition (d).
No adverse change, litigation, regulatory enquiry or similar
(e) except as Disclosed, since 31 December 2012 there having been:
(i) no adverse change and no circumstance having occurred in,
the business, assets, financial or trading position or profits or
prospects or operational performance of any member of the Vindon
Group which in any case is material in the context of the Vindon
Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings (including, without limitation, with regard
to intellectual property rights owned or used by the Vindon Group)
having been threatened in writing, announced or instituted by or
against or remaining outstanding against or in respect of, any
member of the Vindon Group or to which any member of the Vindon
Group is (whether as claimant, defendant or otherwise), in each
case is or is reasonably expected to have a material adverse effect
on the Vindon Group taken as a whole or in the context of the
Offer;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Vindon Group having been threatened in writing, announced or
instituted or remaining outstanding by, against or in respect of
any member of the Vindon Group, in each case which might reasonably
be expected to have a material adverse effect on the Vindon Group
taken as a whole or in the context of the Offer;
(iv) no contingent or other liability having arisen or become
apparent to Source BioScience or increased other than in the
ordinary course of business which would or might reasonably be
expected to adversely affect the business, assets, financial or
trading position or profits or prospects of any member of the
Vindon Group to an extent which is material in the context of the
Vindon Group taken as a whole or in the context of the Offer;
or
(v) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Vindon Group which is necessary for the proper carrying on of
its Business and the withdrawal, cancellation, termination or
modification of which might reasonably be expected to have a
material adverse effect on the Vindon Group taken as a whole or in
the context of the Offer;
No discovery of certain matters regarding information,
liabilities and environmental issue
(f) except as Disclosed, Source BioScience not having discovered:
(i) that any financial, business or other information concerning
the Vindon Group publicly announced prior to -- August 2013 or
disclosed at any time to Source BioScience or to any of their
advisers by or on behalf of any member of the Vindon Group prior to
-- August 2013 is misleading, contains a misrepresentation of any
fact, or omits to state a fact necessary to make that information
not misleading and which has not been correct by being Disclosed,
to an extent which in any such case is material in the context of
the Vindon Group taken as a whole;
(ii) that any member of the Vindon Group or any partnership,
company or other entity in which any member of the Vindon Group has
a significant economic interest and which is not a subsidiary
undertaking of Vindon is, otherwise than in the ordinary course of
business, subject to any liability contingent or otherwise and
which is not disclosed in the Annual Report and Accounts of Vindon
for the financial year ended 31 December 2012 and which is material
in the context of the Vindon Group taken as a whole or in the
context of the Offer;
(iii) that any past or present member of the Vindon Group has
not complied in any material respect with all applicable
legislation, regulations or other requirements of any relevant
jurisdiction or any Authorisations relating to the use, treatment,
storage, carriage, disposal, discharge, spillage, release, leak or
emission of any waste or hazardous substance or any substance
reasonably likely to impair the environment (including any
property) or harm human or animal health or otherwise relating to
environmental matters or the health and safety of humans, which
non-compliance would be likely to give rise to any material
liability including any penalty for non-compliance (whether actual
or contingent) on the part of any member of the Vindon Group which
in any case is material in the context of the Vindon Group taken as
a whole;
(iv) that there has been a material disposal, discharge,
spillage, accumulation, release, leak, emission or the migration,
production, supply, treatment, storage, transport or use of any
waste or hazardous substance or any substance likely to impair the
environment (including any property) or harm human or animal health
which (whether or not giving rise to non-compliance with any law or
regulation), would be likely to give rise to any material liability
(whether actual or contingent) on the part of any member of the
Vindon Group which in any case is material in the context of the
Vindon Group taken as a whole;
(v) that there is or is reasonably likely to be any material
obligation or liability (whether actual or contingent) or
requirement to make good, remediate, repair, reinstate or clean up
any property asset or any controlled waters currently or previously
owned, occupied, operated or made use of or controlled by any past
or present member of the Vindon Group (or on its behalf), or in
which any such member previously has had or be deemed to have had
an interest, under any environmental legislation, common law,
regulation, notice, circular, Authorisation or order of any Third
Party in any jurisdiction or to contribute to the cost thereof or
associated therewith or indemnify any person in relation thereto
which in any case is material in the context of the Vindon Group
taken as a whole;
(vi) that circumstances exist (whether as a result of the making
of the Offer or otherwise) which would be reasonably likely to lead
to any Third Party instituting (or whereby any member of the Vindon
Group would be likely to be required to institute) an environmental
audit or take any steps which would in any such case be reasonably
likely to result in any actual or contingent liability to improve
or install new plant or equipment or to make good, repair,
reinstate or clean up any property of any description or any asset
now or previously owned, occupied or made use of by any past or
present member of the Vindon Group (or on its behalf) or by any
person for which a member of the Vindon Group is or has been
responsible, or in which any such member previously has had or be
deemed to have had an interest, which in any case is material in
the context of the Vindon Group taken as a whole; or
(vii) that circumstances exist whereby a person or class of
persons have or is reasonably likely to have any legitimate claim
or claims in respect of any product or process, or materials used
therein, now or previously manufactured, sold, supplied or carried
out by any past or present member of the Vindon Group which in each
case is material in the context of the Vindon Group taken as a
whole;
(g) Subject to the requirements of the Panel, Source BioScience
reserves the right to waive, in whole or in part, all or any of the
above Conditions 2(a) to (f) (inclusive);
(h) Source BioScience shall be under no obligation to waive (if
capable of waiver), to determine to be or remain satisfied or to
treat as fulfilled any of Conditions 2(a) to (f) (inclusive) by a
date earlier than the latest date for the fulfilment of that
Condition notwithstanding that the other Conditions of the Offer
may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any
of such Conditions may not be capable of fulfilment;
(i) If Source BioScience is required by the Panel to make an
offer for Vindon Shares under the provisions of Rule 9 of the City
Code, Source BioScience may make such alterations to any of the
above Conditions and terms of the Offer as are necessary to comply
with the provisions of that Rule;
(j) The Offer will lapse and will not proceed if the OFT refers
the Offer or any part of it to the Competition Commission and/or if
the European Commission either indicates to Source BioScience that
it has decided to initiate proceedings under Article 6(1 )(c) of
Council Regulation (EC) 139/2004 or to make a referral to a
competent authority of the United Kingdom under Article 9(1) of
that Regulation in each case before 1.00 p.m. on the First Closing
Date of the Offer or on the date on which the Offer becomes or is
declared unconditional as to acceptances, whichever is the
later;
(k) If the Offer lapses, the Offer will cease to be capable of
further acceptances and accepting Vindon Shareholders and Source
BioScience shall cease to be bound by acceptances submitted at or
before the time when the Offer lapses;
(l) Vindon Shares acquired under the Offer will be acquired with
full title guarantee, fully paid and free from all liens, charges,
equitable interests, encumbrances, options, rights of pre-emption
and any other third party rights and interests of any nature and
together with all rights now or hereafter attaching or accruing to
them, including, without limitation, voting rights and the right to
receive and retain in full all dividends and other distributions
(if any) declared, made or paid on or after 7 August 2013 .
Accordingly, insofar as a dividend and/or a distribution and/or a
return of capital is proposed, declared, made, paid or payable by
Vindon in respect of a Vindon Share on or after 7 August 2013, the
price payable under the Offer in respect of a Vindon Share will be
reduced by the amount of the dividend and/or distribution and/or
return of capital except insofar as the Vindon Share is or will be
transferred pursuant to the Offer on a basis which entitles Source
BioScience alone to receive the dividend and/or distribution and/or
return of capital and to retain it. To the extent that a reduction
in the price payable pursuant to the Offer in respect of a Vindon
Share is to apply in respect of a dividend and/or distribution
and/or return of capital but that reduction in price has not been
effected, the person to whom the Offer Price is paid in respect of
that Vindon Share will be obliged to account to Source BioScience
for the amount of such dividend or distribution or return of
capital;
(m) Under Rule 13.5 of the City Code, Source BioScience may not
invoke a condition to the Offer so as to cause the Offer not to
proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the condition are of material
significance to Source BioScience in the context of the Offer. The
conditions contained in paragraph 1 of this Part A are not subject
to this provision of the City Code.
PART B
Waiver of Conditions and Further Terms of the Offer
The Offer will be made on the terms and will be subject to the
conditions which are set out in this Appendix I, those terms which
will be set out in the Offer Document and, in respect of Vindon
Shares held in certificated form, the Form of Acceptance and such
further terms as may be required to comply with the provisions of
the City Code.
Subject to the requirements of the Panel, Source BioScience
reserves the right to waive all or any of conditions 2(a) to (f)
(inclusive) above, in whole or in part.
Except with the consent of the Panel the Offer will lapse unless
conditions 1(b) to 1(d) (inclusive) of the Offer set out above are
fulfilled or, if capable of waiver, waived or, where appropriate,
have been determined by Source BioScience in its opinion to be or
to remain satisfied by midnight on the date which is 21 days after
the later of the First Closing Date of the Offer and the date on
which condition 1(a) is satisfied. Source BioScience shall be under
no obligation to waive (if capable of waiver), to determine to be
or remain satisfied or to treat as fulfilled or satisfied any of
the conditions 1(b) to 1(d) inclusive by any date earlier than the
latest date specified above for fulfilment or satisfaction of that
condition notwithstanding that the other conditions of the Offer
may at such earlier date have been waived or fulfilled or satisfied
and that there are at such earlier date no earlier circumstances
indicating that any such conditions may not be capable of
fulfilment or satisfaction.
If Source BioScience is required by the Panel to make an offer
for Vindon Shares under the provisions of Rule 9 of the City Code,
Source BioScience may make such alterations to the conditions as
are necessary to comply with the provisions of that Rule.
The Offer will lapse and will not proceed if the OFT refers the
Offer or any part of it to the Competition Commission and/or if the
European Commission either indicates to Source BioScience that it
has decided to initiate proceedings under Article 6(1)(c) of
Council Regulation (EC) 139/2004 or to make a referral to a
competent authority of the United Kingdom under Article 9(1) of
that Regulation in each case before 1.00 p.m. on the First Closing
Date or on the date on which the Offer becomes or is declared
unconditional as to acceptances, whichever is the later. If the
Offer lapses, the Offer will cease to be capable of further
acceptances and accepting Vindon Shareholders and Source BioScience
shall cease to be bound by acceptances submitted at or before the
time when the Offer lapses. If the Offer lapses, the Offer will
cease to be capable of further acceptance and persons accepting the
Offer and SourceBioscience, shall thereupon cease to be bound by
acceptances delivered on or before the date on which the Offer so
lapses.
(n) Source BioScience reserves the right to elect, with the
consent of the Panel, to implement the acquisition of Vindon by way
of a scheme of arrangement under Part 26 of the Companies Act 2006.
In such event, the scheme of arrangement will be implemented on
substantially the same terms (subject to appropriate amendments),
so far as applicable, as those which would apply to the Offer. In
particular, condition (a) in Part A would not apply to a scheme of
arrangement and, in substitution for condition (a), any such scheme
would be conditional on:
(i) approval at the necessary court-convened meeting by a
majority in number of the Vindon Shareholders entitled to vote and
who are present and voting, either in person or by proxy,
representing 75 per cent. or more in value of the Vindon Shares
held by such the Vindon Shareholders;
(ii) any resolution(s) required to approve and implement the
scheme of arrangement being passed by the requisite majorities at a
separate general meeting of Vindon; and
(iii) the sanction of the scheme of arrangement and confirmation
of any reduction of capital involved therein by the court and an
office copy of the order of the court sanctioning the scheme of
arrangement and confirming the cancellation of share capital which
forms part of it being delivered for registration to the Registrar
of Companies in England and Wales and, in the case of the order
confirming the reduction of share capital, being registered by
him.
Vindon Shares acquired under the Offer will be acquired with
full title guarantee, fully paid and free from all liens, charges,
equitable interests, encumbrances, options, rights of pre-emption
and any other third party rights and interests of any nature and
together with all rights now or hereafter attaching or accruing to
them, including, without limitation, voting rights and the right to
receive and retain in full all dividends and other distributions
(if any) declared, made or paid on or after 7 August 2013 .
Accordingly, insofar as a dividend and/or a distribution and/or a
return of capital is proposed, declared, made, paid or payable by
Vindon in respect of a Vindon Share on or after 7 August 2013, the
price payable under the Offer in respect of a Vindon Share will be
reduced by the amount of the dividend and/or distribution and/or
return of capital except insofar as the Vindon Share is or will be
transferred pursuant to the Offer on a basis which entitles Source
BioScience alone to receive the dividend and/or distribution and/or
return of capital and to retain it. To the extent that a reduction
in the price payable pursuant to the Offer in respect of a Vindon
Share is to apply in respect of a dividend and/or distribution
and/or return of capital but that reduction in price has not been
effected, the person to whom the Offer Price is paid in respect of
that Vindon Share will be obliged to account to Source BioScience
for the amount of such dividend or distribution or return of
capital.
This Offer and any acceptance of the Offer will be governed by
English law and will be subject to the jurisdiction of the English
courts and the conditions set out above and those terms which will
be set out in the Offer Document and in the Form of Acceptance.
This announcement does not constitute, or form part of, any offer
for or any solicitation of an offer for securities in any
jurisdiction.
APPENDIX II
Bases of Calculation and Sources of Information
1. The value placed by the Offer on Vindon's entire issued share
capital of GBP12,172,450 is calculated on the basis of the fully
diluted number of Vindon Shares in issue referred to below.
2. References to the entire issued share capital of Vindon are
to the existing issued share capital of 88,850,000 Vindon Shares as
sourced from Vindon's shareholder register as at 6 August 2013
(being the last Business Day prior to this announcement). Shares
held in treasury (if any) have been excluded as, under the City
Code, they are excluded from all calculations of percentage
holdings of voting rights, share capital and relevant securities.
The International Securities Identification Number for Vindon
Shares is GB00B06N4586.
3. Unless otherwise stated, the financial information and other
information on Vindon included in this announcement has been
extracted or derived, without material adjustment, from the audited
consolidated annual report and accounts for the Vindon Group for
the year ended 31 December 2012, or from the prospectus published
by Source BioScience on 7 August 2013.
4. Unless otherwise stated, the financial information and other
information on Source BioScience included in this announcement has
been extracted or derived, without material adjustment, from the
audited consolidated annual report and accounts for the Source
BioScience Group for the year ended 31 December 2012.
5. Unless otherwise stated, all prices and closing prices for
Vindon Shares are closing middle market quotations derived from the
AIM Appendix to the Daily Official List.
6. As at 5.30 p.m. on 6 August 2013, Vindon had no treasury shares in issue.
APPENDIX III
Details of Irrevocable Undertakings
The following table sets out the required disclosure in
accordance with Note 3 of Rule 2.11 of the City Code:
No. of Percentage of Vindon's
Party Vindon Shares entire
issued share capital
Richard Hughes 15,200,349 17.11
Martin Burrill 300,000 0.34
Liam Ferguson 4,150,000 4.67
Patrick Jackson 3,000,000 3.38
Gary Middlebrook 2,380,000 2.68
Ian Currie 15,200,349 17.11
Helium Special Situation
Fund Ltd. 6,845,000 7.70
YFM Private Equity Limited 2,937,635 3.31
Total 52,128,063 58.67%
---------------------------- --------------- -----------------------
All of the above irrevocable undertakings anticipate that any
offer will be made at the Offer Price and provided that the offer
is made on terms which, in the reasonable opinion of Diagnostic
Capital, do not represent a diminution in value of the proposed
terms of the offer set out in the irrevocable undertakings.
Each of the above irrevocable undertakings has been entered into
by the relevant director only as a shareholder of Vindon and not in
their capacity as a director; nothing contained in the undertakings
requires any of the Vindon Directors to take or not to take any
decision or action in their capacity as a Vindon Director.
The above irrevocable undertakings will cease to be binding
if:
-- a firm intention to make an offer or an offer for Vindon is
not announced in accordance with Rule 2.7 of the City 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 is not posted to Vindon Shareholders by 15
September 2013, unless otherwise agreed with the Takeover Panel
(with the consent of Vindon); or
-- the Offer, having been announced, lapses or is withdrawn.
Furthermore, the irrevocable commitment given by Helium Special
Situations Fund Ltd. and YFM Private Equity Limited will also cease
to be binding in the event that a third party announces a general
offer to acquire the entire issued share capital of Vindon on terms
which represent an improvement on the value of the consideration
offered under the Offer by more than 10% as at the date on which
such third party offer is announced, provided that such third party
has announced a firm intention to make such higher offer not later
than 12 noon on the seventh day after this announcement is
despatched to Vindon Shareholders.
APPENDIX IV
Particulars of the payments in respect of termination of their
respective appointments as Directors
Martin Burrill entered into a letter of appointment dated 28
February 2005, under which he was appointed as finance director and
company secretary of Vindon and director of Vindon Scientific
Limited. His fee was GBP15,000 per annum, payable in equal monthly
instalments. He has agreed to resign as a director of Vindon with
effect from the date when the Offer becomes or is declared
unconditional in all respects but will be paid 6 months' fees in
lieu of his contractual notice of termination.
Richard Hughes entered into a letter of appointed dated 25
February 2005, under which he was appointed as a non-executive
director of Vindon. His current fee is GBP20,000 per annum, payable
in equal monthly instalments. The appointment is terminable by
either party giving 12 months written notice to the other. He has
agreed to resign as a director of Vindon with effect from the date
the Offer becomes or is declared unconditional in all respects but
will be paid 12 months' fees in lieu of his contractual notice of
termination.
APPENDIX V
Definition
"Acceptance Condition" the condition set out at paragraph 1(a)
of Part B of Appendix I to this announcement;
"Admission and Disclosure the admission and discosure standards
Standards of the London Stock Exchange (as amended
from time to time) containing, among
other things, the admission requirements
to be observed by companies seeking
admission to trading on the London Stock
Exchange's main market for listed securities;
"AIM" a market of that name operated by the
London Stock Exchange;
"AIM Rules" the AIM Rules for companies, published
by the London Stock Exchange;
"Authorisations" has the meaning given under paragraph
2(a) of Part A of Appendix I to this
announcement;
"Business Day" a day, (other than a Saturday, Sunday,
public or bank holiday) on which banks
are generally open for business in London
for the transaction of normal banking
business;
"certificated or "in a share or other security which is not
certificated form" held in uncertificated form (that is
not in CREST);
"City Code" the City Code on Takeovers and Mergers;
"Closing Price" the closing middle market quotation
of a Vindon Share at the close of business
on a particular trading day as derived
from the Daily Official List published
for that day;
"Companies Act" Companies Act 2006 (as amended);
"Conditions" the conditions to the Offer as set out
in Appendix I;
"CREST" the relevant system (as defined in the
Uncertificated Securities Regulations
2001 (SI 2001/3755) in respect of which
Euroclear UK & Ireland Limited is the
Operator (as defined in the CREST Regulations);
"Daily Official List" the daily record setting out the prices
of all trades in shares and other securities
conducted on the London Stock Exchange;
"Diagnostic Capital" Diagnostic Capital Limited, Rule 3 adviser
to Vindon;
"Disclosed" (i) disclosed in the annual report and
accounts for Vindon for the period ended
31 December 2012, (ii) as publically
announced by Vindon (through a Regulatory
Information Service prior to the date
of this announcement), (iii) disclosed
in this announcement, (iv) disclosed
in the Rule 2.7 Announcement or (v)
any facts or matters to the extent disclosed
in an online dataroom made available
to Source BioScience by Vindon's legal
advisers;
"Enlarged Group" assuming completion of the Offer, together
Vindon and Source BioScience;
"Equiniti" a trading name of Equiniti Limited;
"FCA" the UK Financial Conduct Authority;
"Firm Placed Shares" the 100,000,000 newOrdinary Shares which
N+1 Singer has made arrangements to
place firm, conditional on the Offer
becoming unconditional in all respects
(save for the admission condition),
on a non pre-emptive basis with certain
institutional investors;
"Firm Placing" the conditional placing of Firm Placed
Shares by N+1 Singer;
"First Closing Date" 28 August 2013;
"Form" or "Form of the form of acceptance, election and
Acceptance" authority relating to the Offer accompanying
this announcement, which may only be
completed by holders of Vindon Shares
in certificated form;
"Independent Vindon the Vindon Directors other than Richard
Directors" Hughes and Martin Burrill;
"London Stock Exchange" London Stock Exchange plc;
"Listing Rules" the rules and regulations made by the
Financial Conduct Authority in its capacity
as UK Listing Authority under the Financial
Services and Markets Act 2000, and contained
in the UK Listing Authority's publication
of the same name;
"Main Market" the main market for listed securities
of the London Stock Exchange;
"Management Team" together, Jonathan Scopes, Patrick Jackson,
Keith Parkes and Ian Gordon;
"New Debt Facility" the GBP6,360,000 term loan A facility
and the GBP3,115,000 term loan B facility
entered into by Source BioScience and
others in connection with the proposed
acquisition of Vindon;
"Offer" the recommended cash offer being made
by Source BioScience at the Offer Price
in accordance with Part 28 of the Companies
Act to acquire the entire issued and
to be issued ordinary share capital
of Vindon not already owned or agreed
to be acquired by Source BioScience
on the terms and subject to the Conditions
set out in this announcement and, in
the case of the Vindon Shares held in
certificated form, the Form of Acceptance
and, where the context so requires,
any subsequent revision, variation,
extension, or renewal of such Offer;
"Offer Document" the document sent to Vindon Shareholders
today which contains the Offer;
"Offer Period" the period commencing on 15 July 2013
and ending on the earlier of the date
on which the Offer becomes or is declared
unconditional as to acceptances and/or
the date on which the Offer lapses or
is withdrawn (or such other date as
the Panel may decide);
"Offer Price" 13.7 pence per Vindon Share;
"Official List" the official list of the FCA pursuant
to Part VI of the Financial Services
and Markets Act;
"OFT" Office of Fair Trading;
"Opening Position an announcement containing details of
Disclosure" interests or short positions in, or
rights to subscribe for, any relevant
securities of a party to the offer if
the person concerned has such a position;
"Ordinary Shares" the ordinary shares of 2 pence each
in the share capital of Source BioScience;
"Panel" the Panel on Takeovers and Mergers;
"Placing Agreement" the firm placing and open offer agreement
agreement dated 7 August 2013 between
Source BioScience and N+1 Singer relating
to the Firm Placing and Open Offer
"Possible Offer" the possible all cash 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 as announced
by Source BioScience on 15 July 2013;
"pounds", "GBP" or the lawful currency of the United Kingdom;
"pence"
"Regulatory Information any information service authorised from
Service" time to time by the Financial Conduct
Authority for the purpose of disseminating
regulatory announcements;
"Source BioScience" Source BioScience plc, a public limited
liability company registered in England
and Wales with registered number 00079136;
"Source BioScience the directors of Source BioScience at
Board" or "Source the date of this announcement;
BioScience Directors"
"Source BioScience the general meeting of Source BioScience
GM" to be held at the offices of Source
BioScience located at 1 Orchard Place,
Nottingham Business Park, Nottingham
NG8 6PX at 10.30 a.m. on 23 August 2013;
"Source BioScience Source BioScience and its subsidiary
Group" and associated undertakings as defined
in the Companies Act;
"Source BioScience holders of Source BioScience Shares;
Shareholders"
"Source BioScience the resolutions to be proposed at the
Resolutions" Source BioScience GM (each a "Source
BioScience Resolution");
"Third Party" has the meaning given under paragraph
2(a) of Part A of Appendix I to this
announcement;
"Treasury Shares" any shares held by Vindon as treasury
shares as defined in section 724(5)
of the Companies Act;
"Vindon" Vindon Healthcare plc, a public limited
company registered in England and Wales
with registered number 04730768;
"Vindon Board" or the directors of Vindon at the date
"Vindon Directors" of this announcement;
"Vindon Group" Vindon and its subsidiary and associated
undertakings as defined in the Companies
Act;
"Vindon Shareholders" the holders of Vindon Shares;
"Vindon Shares" ordinary shares of 1 pence each in the
share capital of Vindon, and "Vindon
Share" shall be construed accordingly;
"Vindon Share Schemes" the Vindon plc Enterprise Management
Incentive Share Option Scheme adopted
on 8 December 2005 and, the Vindon Unapproved
Share Option Scheme established on 8
December 2005;
"UK Listing Authority" the FCA as the competent authority
or "UKLA" for listing in the United Kingdom;
"uncertificated" or a Vindon Share or other security which
"in uncertificated is for the time being recorded on the
form" relevant register as being held in uncertificated
form in CREST, and title to which, by
virtue of the CREST Regulations, may
be transferred by means of CREST; and
"United Kingdom" or the United Kingdom of Great Britain
"UK" and Northern Ireland
"United States of the United States of America, its territories
America", "United and possessions, any state of the United
States" or "US" States of America, the District of Columbia
and all other areas subject to its jurisdiction.
"Zeus Capital" Zeus Capital Limited
The following definitions apply throughout this announcement
unless the context otherwise requires:
All references to legislation in this announcement are to
English legislation unless the contrary is indicated.
Any reference to any provision of any legislation shall include
and amendment, modification, re-enactment or extension thereof.
For the purpose of this announcement, "subsidiary undertaking",
"associated undertaking" and "undertaking" have their meaning under
the Companies Act.
References to "GBP", "pound sterling" and "pence" are to the
lawful currency of the United Kingdom.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender.
All times referred to in this announcement are to London times
unless otherwise specified.
Glossary
antibodies proteins that are found in blood or other
bodily fluids; they are naturally used
by the immune system to identify and neutralise
foreign objects, such as bacteria and viruses.
Experimentally, antibodies are also used
as highly specific probes for detecting
proteins of interest in tissues. A wide
range of antibodies with a large variety
of cellular targets is available to research
scientists through distributors such as
Source BioScience;
bio-repository a biological materials repository that
collects, processes, stores, and distributes
biospecimens to support future scientific
investigation;
blood bank a cache or bank of blood or blood components,
gathered as a result of blood donation
or collection, stored and preserved for
later use;
blood group serology a group of reagents which are used to test
reagents for the presence or absence of the antigens
in the blood and determine the blood group;
Care Quality Commission as a provider of healthcare laboratory
('CQC') and pathology services to the NHS, which
is a regulated activity under the Health
and Social Care Act 2008, Source BioScience
are required to be registered with the
CQC, a government body established to regulate
and inspect health and social care services
in England, and ensure organisations maintain
good standards and follow appropriate procedures;
Clinical Pathology CPA is the accreditation body for clinical
Accreditation pathology services in the UK. Accreditation
('CPA') involves audit of the ability of a laboratory
to provide a service of high and consistent
quality by declaring a defined standard
of practice, which is performed by the
CPA accreditation body;
clone a section of DNA sequence, such as a gene,
that is isolated from an organism and can
be endlessly replicated by genetic engineering
techniques;
cryobank a bank of cells or whole tissues which
are stored at sub-zero temperatures to
reduce the amount of chemical reactivity
in order to preserve them;
Deoxy Ribonucleic is a large, complex molecule which, by
Acid or DNA virtue of a unique complementary DNA (cDNA)
sequence of building blocks, contains all
the genetic information required to create
a cell or organism. cDNA can be made from
all the genes in a genome, from a single
gene, or from part of a gene. cDNA is DNA
that has been synthesised artificially
using an RNA template (see page 84) from
the gene(s) selected;
GenomeCube(R) Source BioScience's proprietary database,
search engine and e-commerce tool for LifeScience
products. GenomeCube(R) contains over 20
million clones and over 100,000 antibodies
all of which contain downloadable annotation.
GenomeCube(R) is available in foreign language
and foreign currency versions;
genotyping and DNA sequencing is the process of precisely
sequencing determining the order of the building blocks,
or nucleotides, of an organism's DNA. The
method can be used to determine short sequences
of DNA or, in larger experiments, to sequence
the entire genome of an organism. Genotyping,
in turn, is the process whereby DNA is
characterised and then compared to reference
data or, if large numbers of samples are
genotyped, the data can be examined for
patterns which might lead to discoveries
of the fundamental causes of inherited
diseases. Genotyping is commonly performed
by PCR (see page 84) or DNA sequencing;
Good Clinical GCP is an international ethical and scientific
Practice ('GCP') quality standard for designing, conducting,
recording and reporting clinical trials
that involve the participation of human
subjects. Compliance with this standard
provides public assurance that the rights,
safety and well-being of trial subjects
are protected, consistent with principles
that have their origin in the Declaration
of Helsinki. Compliance with the principles
of GCP is assured via monitoring by a governmental
agency, the Medicines and Healthcare products
Regulatory Agency ('MHRA');
GLP is a set of principles that provides
a framework within which laboratory studies
are planned, performed, monitored, recorded,
reported and archived. These studies are
undertaken to generate data by which the
hazards and risks to users can be assessed
for pharmaceuticals (only preclinical studies).
GLP helps assure regulatory authorities
that data submitted is a true reflection
of the results obtained during the study
and can therefore be relied upon when making
risk/safety assessments. Compliance with
the principles of GLP is assured via monitoring
Good Laboratory by the Medicines and Healthcare products
Practice ('GLP') Regulatory Agency ('MHRA');
Human Tissue Authority the HTA licenses organisations that store
('HTA') and use human tissue for purposes such
as research, patient treatment, post-mortem
examination, teaching and public exhibitions.
The HTA also inspect organisations to check
that they maintain good standards and follow
appropriate procedures against the legislation
of the Human Tissue Act 2004;
ICH Tripartite the guidelines created by the International
guidelines Conference on Harmonisation of Technical
Requirements for Registration of Pharmaceuticals
for Human Use ("ICH") to promote good clinical
practice;
next generation NGS refers generically to a set of recent
sequencing technologies, in our case Illumina HiSeq
2000TM and Illumina MiSeqTM, in which extremely
large numbers of short sequences can be
determined in a single experiment; for
example the Illumina HiSeq 2000TM selected
by Source BioScience can sequence two human
genomes in ten days;
R&D research and development.
END.
This information is provided by RNS
The company news service from the London Stock Exchange
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