TIDMSBS TIDMVDN
RNS Number : 1377O
Source BioScience PLC
17 September 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. ANY TIME ADVISED IS THE TIME PREVAILING IN
LONDON, UK.
FOR IMMEDIATE RELEASE
17 September 2013
Source BioScience PLC ("Source BioScience" or the "company")
RECOMMENDED CASH OFFER FOR VINDON HEALTHCARE PLC ("VINDON")
offer declared unconditional IN ALL RESPECTS
Source BioScience plc (LSE: SBS) the international diagnostics
and genetic analysis services business, announces that its circa
GBP 12.2 million recommended cash offer for Vindon Healthcare plc
is now declared unconditional in all respects.
Highlights
-- On 13 September 2013, Source BioScience announced that it had
received valid acceptances in respect of more than 90 per cent. of
the entire issued share capital of Vindon and the Offer had become
unconditional as to acceptances
-- The acquisition is part funded by the Firm Placing which
raised GBP 9.5 million (gross) from existing and new institutional
investors and a new banking facility
-- Following the admission to trading of the Firm Placing Shares
at 8.00 a.m. on 13 September 2013 and the conclusion of other
completion matters, the Offer is now unconditional in all
respects
-- The Offer will remain open for acceptances until further
notice. At least 14 days' notice will be given before Source
BioScience closes the Offer to further acceptances. In accordance
with the Companies Act, compulsory acquisition measures may be used
to acquire Vindon Shares not assented to the Offer
-- Vindon Shareholders who have not yet accepted the Offer are
reminded to do so as soon as possible. Details of the procedure for
doing so are set forth in the Offer Document (including, in the
case of certificated Vindon Shares, the Form of Acceptance) sent to
Vindon Shareholders on 7 August 2013
-- The residual net proceeds of the Firm Placing (after partial
funding of the consideration for the Offer and related expenses)
will be used, together with the circa GBP 0.8 net proceeds of the
recently completed million Open Offer, to fund additional organic
and selected acquisitive growth initiatives for the enlarged Source
BioScience Group
The Offer will remain open for acceptances until further notice.
At least 14 days' notice will be given before Source BioScience
closes the Offer to further acceptances. Vindon Shareholders who
have not yet accepted the Offer are reminded to do so as soon as
possible. Details of the procedure for doing so are set forth in
the Offer Document (including, in the case of certificated Vindon
Shares, the Form of Acceptance) sent to Vindon Shareholders on 7
August 2013.
Nick Ash, CEO of Source BioScience commented:
"The addition of Vindon Healthcare to the Source BioScience
Group is a significant benefit to the business. We will extend our
geographic reach, with a broader offering of products and services
for our existing and prospective customers, backed by increased
in-house expertise. Now that the Offer is unconditional, we can
begin our concerted effort to integrate the Vindon business into
the Group as quickly and efficiently as possible, and to start to
take advantage of new opportunities. We will be providing further
updates on our progress over the coming months."
Total Voting Rights
In accordance with the FCA's Disclosure and Transparency Rules,
Source BioScience confirms that as from 13 September 2013,
following the admission of the Firm Placing Shares, the Company has
312,873,965 ordinary shares of 2 pence each in issue.
The figure of 312,873,965 may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or change to their
interest in, Source BioScience plc under the Disclosure and
Transparency Rules. The voting rights of all ordinary shares in the
Company rank pari passu and the Company does not hold any ordinary
shares in treasury.
Vindon Shareholders' attention is draw to the information set
out below.
Acceptance procedure
To accept the Offer in respect of Vindon Shares held in
certificated form, the completed and signed Form of Acceptance
should be returned and received, in accordance with the
instructions printed thereon, by the Receiving Agent as soon as
possible.
To accept the Offer in respect of Vindon Shares held in
uncertificated form (that is, in CREST), electronic acceptances
should be made and settled, in accordance with the instructions set
out in the Offer Document, as soon as possible.
Settlement of consideration
Settlement of the consideration to which any Vindon Shareholders
(or, in the absence of any contrary direction as specified in the
Offer Document) the first named shareholder in the case of joint
shareholders) are entitled under the Offer will be effected (in the
manner set out in paragraph 20 of Part II of the Offer Document):
(i) in the case of acceptances received on or before 13 September
2013, complete in all respects, by 27 September 2013 or, (ii) in
the case of acceptances received, complete in all respects, after
13 September 2013 but while the Offer remains open for acceptance,
within 14 days of such receipt.
Compulsory acquisition
As valid acceptances have been received by Source BioScience
under the Offer in respect of more than 90 per cent. of the Vindon
Shares to which the offer relates, Source BioScience has the right
to issue compulsory acquisition notices to Vindon Shareholders who
do not accept the Offer in accordance with the provisions of
sections 974 to 991 of the Act. Accordingly, Source BioScience will
shortly be posting statutory notices under section 980(1) of the
Act to any Vindon Shareholders who have not validly accepted the
Offer, informing such Vindon Shareholders that it will compulsorily
acquire their Vindon Shares under the provisions of sections 974 to
991 of the Act.
Cancellation of trading in Vindon Shares
As advised in the Offer Document, at the request of Source
BioScience, Vindon will notify the London Stock Exchange pursuant
to Rule 41 of the AIM Rules of its intention to cancel admission of
the Vindon Shares to trading on AIM.
Such cancellation will reduce the liquidity and marketability of
any Vindon Shares not assented to the Offer at that time
Interests in Vindon Shares
Save as set out above, on 13 September 2013 (being the last
practicable date prior to the publication of this announcement),
neither Source BioScience, nor any person acting in concert with
Source BioScience has any right to subscribe for any relevant
securities of Vindon nor does any such person have any short
position (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative or
any arrangement in relation to any relevant securities of Vindon.
For these purposes, "arrangement" includes any agreement to sell or
any delivery obligation or right to require another person to
purchase or take delivery of any relevant securities of Vindon and
any borrowing or lending of any relevant securities of Vindon which
have not been on-lent or sold and any outstanding irrevocable
commitment or letter of intent with respect to the Vindon
Shares.
General
Terms used in this announcement have the same meaning as in the
Offer Document, unless stated otherwise.
This announcement does not constitute or form part of any offer
or invitation to sell or purchase any securities or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, pursuant to the
Offer or otherwise. The Offer is made solely by the Offer Document
which contains the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Please
carefully read the Offer Document in its entirety before making a
decision with respect to the Offer.
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 Advisor, 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
Zeus Capital Limited (Financial Advisor to Vindon)
Andrew Jones / Nick Cowles
Tel: +44 (0)161 831 1512
www.zeuscapital.co.uk
About Source BioScience
Source BioScience plc (LSE: SBS) is an international diagnostics
and genetic analysis business serving the healthcare and research
markets. The LifeSciences division provides core laboratory
research support from conceptualisation to implementation, calling
upon a wide range of innovative technology platforms including an
online catalogue of biomolecular tools. Source BioScience 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 in addition to
complementary products for serology and diagnostic applications.
Source BioScience 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.
Further Information
N+1 Singer, which is authorised and regulated in the UK by the
FCA, is acting 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.
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.
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. on 17
September 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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