TIDMSBS TIDMVDN
RNS Number : 3569O
Source BioScience PLC
18 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
18 September 2013
Source BioScience PLC ("Source BioScience" or the "company")
RECOMMENDED CASH OFFER FOR VINDON HEALTHCARE PLC ("VINDON")
offer closing for further acceptances and COMPULSORY ACQUISITION
OF VINDON SHARES
On 17 September 2013, Source BioScience announced that its
recommended cash offer to acquire the entire issued and to be
issued share capital of Vindon had been declared unconditional in
all respects.
Source BioScience today announces that the Offer will be closed
to further acceptances with effect from 2 October 2013. Source
BioScience has today implemented the procedure under Chapter 3 of
Part 28 of the Companies Act 2006 to compulsorily acquire all of
the outstanding Vindon Shares which it does not already hold or has
not already acquired, contracted to acquire or in respect of which
it has not already received valid acceptances.
Letters have been sent to non-assenting Vindon Shareholders
informing them of the intended exercise by Source BioScience of its
right under section 979 of the Companies Act 2006 (the "Act") to
'squeeze-out' such Vindon Shareholders, together with a notice of
such action pursuant to section 980(1) of the Act.
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 on or before 2 October 2013, within 14 days
of such receipt. Non-assenting shareholders who do not accept the
Offer by 2 October 2013 will not receive payment until after
compulsory purchase has been implemented on 30 October 2013.
The definitions set out in the Offer Document dated 7 August
2013 have the same meanings in this announcement.
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 19
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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