TIDMSBS TIDMVDN
RNS Number : 4007M
Source BioScience PLC
23 August 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY NEW ORDINARY SHARES, NOR SHALL IT (OR ANY PART OF IT), OR
THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY
CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE PROPOSED FIRM
PLACING, ACQUISITION AND OPEN OFFER. THIS ANNOUNCEMENT IS NOT A
PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY
NEW ORDINARY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY
ON THE BASIS OF INFORMATION IN THE PROSPECTUS. COPIES OF THE
PROSPECTUS ARE AVAILABLE FROM THE REGISTERED OFFICE OF SOURCE
BIOSCIENCE PLC AT 1 ORCHARD PLACE, NOTTINGHAM BUSINESS PARK,
NOTTINGHAM NG8 6PX.
FOR IMMEDIATE RELEASE
Source BioScience plc
("Source BioScience" or the "Company")
23 August 2013
Result of General Meeting
The Board of Source BioScience announces that at the General
Meeting of the Company held earlier today all resolutions were
passed as follows:
Resolutions Votes For Votes Against Votes Withheld
(including discretionary)
------------------------------- --------------------------- -------------- ---------------
1. To approve the acquisition
of the entire issued
share capital of Vindon
Healthcare plc. 59,381,601 6,194,055 9,510
------------------------------- --------------------------- -------------- ---------------
2. That the Directors
be authorised to allot
the Company's ordinary
shares under section
551 of the Companies
Act 2006 by way of
a firm placing. 56,170,717 9,363,943 50,506
------------------------------- --------------------------- -------------- ---------------
3. That the Directors
be authorised to allot
the Company's ordinary
shares under section
551 of the Companies
Act 2006 pursuant to
an open offer. 56,204,016 9,363,943 17,207
------------------------------- --------------------------- -------------- ---------------
4. That the Directors
be empowered to allot
equity securities for
cash in connection
with a firm placing. 56,171,715 9,378,550 34,901
------------------------------- --------------------------- -------------- ---------------
5. That the Directors
be empowered to allot
equity securities for
cash pursuant to an
open offer. 56,204,822 9,379,088 1,256
------------------------------- --------------------------- -------------- ---------------
Application has been made to the London Stock Exchange for the
Open Offer Shares to be admitted to the Official List and to
trading on the Main Market of the London Stock Exchange ("First
Admission") and it is expected that First Admission will occur, and
that dealings in the Open Offer Shares will commence,
at 8.00 a.m. on 27 August 2013.
Furthermore, in respect of the Firm Placing announced on 24 July
2013, application has been made to the London Stock Exchange for
the 100,000,000 Firm Placing Shares to be admitted to the Official
List and to trading on the Main Market of the London Stock Exchange
("Second Admission"). Assuming that the Offer for Vindon Healthcare
plc ("Vindon Healthcare") becomes or is declared unconditional in
all respects (save for admission of the Firm Placing Shares) on 28
August 2013, it is expected that Second Admission will occur, and
that dealings in the Firm Placing Shares will commence, at 8.00
a.m. on 12 September 2013. Further announcements will be made as
appropriate in this regard.
The Offer for Vindon Healthcare remains open until further
notice. Vindon Healthcare Shareholders are strongly encouraged to
accept the Offer as soon as possible by completing the Form of
Acceptance sent with the Offer Document on 7 August 2013.
Capitalised terms in this announcement have the same definition
as set out in the prospectus dated 7 August 2013, unless otherwise
indicated.
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/ Claire Dickinson
Tel: +44 (0)20 7457 2020
Email: sourcebioscience@collegehill.com
N+1 Singer, which is a member of the London Stock Exchange, is
authorised and regulated in the UK by the Financial Conduct
Authority, and is acting as sponsor, financial adviser and broker
to Source BioScience plc in connection with the proposed
Fundraising and Admission. Persons receiving this document should
note that, in connection with the Fundraising and Admission, N+1
Singer is acting exclusively for Source BioScience plc and no one
else. N+1 Singer will not be responsible to anyone other than
Source BioScience plc for providing the protections afforded to
clients of N+1 Singer nor for advising any other person on the
transactions and arrangements described in this document. No
representation or warranty, express or implied, is made by N+1
Singer as to any of the contents of this document. Apart from the
liabilities and responsibilities, if any, which may be imposed on
N+1 Singer by the Financial Services and Markets Act 2000 or the
regulatory regime established under it, N+1 Singer accepts no
responsibility whatsoever for the contents of this document or for
any other statement made or purported to be made by it or on its
behalf in connection with Source BioScience plc, the Existing
Ordinary Shares, the New Ordinary Shares, the Fundraising or
Admission. N+1 Singer accordingly disclaims all and any liability
whatsoever whether arising in tort or contract or otherwise (save
as referred to above) which it might otherwise have in respect of
this document or any such statement.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be affected by the
laws or regulations of any such jurisdictions. Accordingly, any
persons who are subject to the laws or regulations of any
jurisdiction other than the United Kingdom should inform themselves
of, and observe, any applicable requirements.
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Source BioScience and its subsidiaries and certain
plans and objectives of the Board of Source BioScience. 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 Board in light of its experience and perception of
historical trends, current conditions, expected future developments
and other factors it believes appropriate. By their nature,
forward-looking statements involve risk and uncertainty, 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. Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove
incorrect, actual results may vary materially from those described
in this announcement. Source BioScience assumes no obligation to
update or correct the information contained in this announcement,
whether as a result of new information, future events or otherwise,
except to the extent legally required.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set out in this announcement since such date. Nothing contained in
this announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of Source BioScience
except where expressly stated.
The contents of this announcement are not to be construed as
legal, financial or tax advice. If necessary, each recipient of
this announcement should consult his, her or its own legal adviser,
financial adviser or tax adviser for legal, financial or tax
advice.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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