2IL Orthopaedics Limited Offer Declared Wholly Unconditional (2136U)
24 Dezembro 2012 - 5:00AM
UK Regulatory
TIDMCRG
RNS Number : 2136U
2IL Orthopaedics Limited
24 December 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
24 December 2012
RECOMMENDED CASH OFFER
By
2IL ORTHOPAEDICS LIMITED
For
CORIN GROUP PLC
OFFER DECLARED WHOLLY UNCONDITIONAL
Introduction
On 12 November 2012, the Boards of 2IL Orthopaedics Limited
("2IL") and Corin Group PLC ("Corin") announced that they had
reached an agreement on the terms of a recommended cash offer to be
made by 2IL for the entire issued and to be issued ordinary share
capital of Corin (the "Offer").
On 11 December 2012, 2IL announced that the Offer had become
unconditional as to acceptances.
Offer Declared Wholly Unconditional
As at 1 p.m. on 21 December 2012, 2IL has received valid
acceptances of the Offer in respect of a total of 38,948,185 Corin
Shares, representing approximately 91.03 per cent. of the existing
issued share capital of Corin.
2IL confirms that all conditions to the Offer have been
satisfied or waived and that, accordingly, the Offer is today
declared wholly unconditional in all respects.
The Offer will remain open for acceptances until further notice.
All other terms and conditions as outlined in the Offer Document
still apply.
Settlement
The consideration to which any Corin Shareholder is entitled
under the Offer will be settled (i) in the case of valid
acceptances received on or before the date of this announcement, on
or before 28 December 2012; and (ii) in the case of valid
acceptances received after the date of this announcement but while
the Offer remains open for acceptance, within 14 days of such
receipt, in each case in the manner described in the Offer
Document.
Acceptance of the Offer
Corin Shareholders who have not yet accepted the Offer, are
encouraged to do so without delay. Acceptances of the Offer should
be received in accordance with the instructions contained in the
Offer Document and (and in the case of shares held in certificated
form) the Form of Acceptance.
The Offer Document and Form of Acceptance (in the case of Corin
Shareholders holding Corin Shares in certificated form) have been
sent to Corin Shareholders in hard copy and are available on the
Corin website (www.coringroup.com), subject to restrictions
relating to persons in certain overseas jurisdictions.
Squeeze-out and De-listing
As 2IL is in receipt of valid acceptances in respect of more
than 75 per cent. of the existing issued share capital of Corin and
the Offer has been declared wholly unconditional, the 20 Business
Days' notice period for the cancellation of the admission to
trading of Corin Shares on the London Stock Exchange's market for
listed securities and the admission to listing of such securities
on the UKLA's Official List has commenced. It is anticipated that
cancellation of listing and trading will take effect no earlier
than 8.00 a.m. (London time) on 16 January 2013.
Delisting will significantly reduce the liquidity and
marketability of Corin Shares not assented to the Offer.
If 2IL receives acceptances under the Offer in respect of,
and/or otherwise acquires, both 90 per cent. or more in value of
the Corin Shares to which the Offer relates and 90 per cent. or
more of the voting rights carried by those shares and assuming that
all of the other conditions of the Offer have been satisfied or
waived (if capable of being waived), 2IL intends to exercise its
rights in accordance with sections 974 to 991 of the 2006 Act to
acquire compulsorily the remaining Corin Shares on the same terms
as the Offer.
Terms used but not defined in this announcement shall have the
meaning given to them in the Offer Document dated 14 November
2012.
Enquiries
Panmure Gordon, financial adviser + 44 (0)20 7886
to 2IL 2500
Hugh Morgan
Giles Stewart
Callum Stewart
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for 2IL and no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than 2IL
for providing the protections afforded to clients of Panmure Gordon
nor for providing advice in connection with the Offer or this
announcement or any matter referred to herein.
Overseas jurisdictions
The Offer is not and will not be made, directly or indirectly,
in or into, or by use of the mails, or by any means or
instrumentality (including, without limitation, by means of
telephone, facsimile, telex, internet or other forms of electronic
communication) of interstate or foreign commerce of, or any
facilities of a securities exchange of, the United States, Canada,
Australia or Japan, and the Offer will not be capable of acceptance
by any such use, means, instrumentality or facility or from within
the United States, Canada, Australia or Japan. Accordingly, copies
of this announcement and any other related document will not be,
and must not be, directly or indirectly, mailed or otherwise
distributed or sent in or into the United States, Canada, Australia
or Japan and persons receiving such documents (including
custodians, nominees and trustees) must not distribute or send them
in, into or from such jurisdictions as doing so may violate the
laws of such jurisdictions and may make invalid any purported
acceptance of the Offer by persons in any such jurisdiction.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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 of jurisdictions outside the UK.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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