TIDMCRX
RNS Number : 3027O
Cyprotex PLC
04 November 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED
JURISDICTION (INCLUDING THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
4 November 2016
Recommended Acquisition of Cyprotex PLC by Evotec AG
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Posting of Scheme Document and Expected Timetable of Principal
Events
On 26 October 2016, the Boards of Evotec and Cyprotex announced
that they had reached agreement on the terms of a recommended
acquisition of the entire issued and to be issued share capital of
Cyprotex to be effected by means of a scheme of arrangement between
Cyprotex and its shareholders pursuant to the provisions of Part 26
of the Act.
The Board of Cyprotex announces that it is today posting to
Cyprotex Shareholders and persons with information rights a
circular containing, inter alia, the terms of the Scheme, an
explanatory statement pursuant to section 897 of the Act and
notices of the Court Meeting and General Meeting to be convened to
implement the Scheme (the "Scheme Document"). The Scheme Document
together with copies of the Forms of Proxy will be made available,
subject to certain restrictions relating to Restricted
Jurisdictions, on Cyprotex's website www.cyprotex.com.
As described in the Scheme Document, to become effective the
Scheme will require the approval of Scheme Shareholders at the
Court Meeting and the passing of a special resolution at the
General Meeting of Cyprotex and the subsequent sanction of the
Court. The Court Meeting and the General Meeting are scheduled to
be held at the offices of N+1 Singer, One Bartholomew Lane, London
EC2N 2AX on 1 December 2016 at 10.30 a.m. and 11.00 a.m. (or, such
later time after the conclusion or adjournment of the Court
Meeting) respectively.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair and reasonable representation of Scheme
Shareholder opinion. Scheme Shareholders are therefore strongly
urged to complete, sign and return the Forms of Proxy (once
received), or, alternatively, submit your proxy by electronic
means, for both the Court Meeting and the General Meeting, as soon
as possible.
A full description of the required approvals and terms and
conditions of the Scheme, together with the action to be taken by
Cyprotex Shareholders and the persons entitled to vote at the above
meetings, are set out in the Scheme Document. Subject to approval
at the relevant meetings and the satisfaction or waiver of the
conditions and further terms set out in the Scheme Document, the
Scheme is expected to become effective on 14 December 2016.
An application will be made to the London Stock Exchange prior
to the Effective Date to cancel the admission of the Ordinary
Shares to trading on AIM with effect from shortly after the
Effective Date or shortly thereafter once the Scheme has become
effective in accordance with its terms.
It is intended that dealing in Cyprotex Shares will be suspended
on the Effective Date.
On completion of the transfer of the Scheme Shares, Cyprotex
will become a wholly owned subsidiary of Evotec. As soon as
possible after the Effective Date it is intended that the Company
will be re-registered as a private limited company. The Scheme
Document contains an expected timetable of principal events for
implementation of the Scheme, which is also attached as an Appendix
to this announcement. If any of the key dates set out in the
expected timetable change, an announcement will be made via a
Regulatory Information Service.
Capitalised terms used, but not defined, in this announcement
shall have the same meaning as set out in the Scheme Document.
Enquiries:
Cyprotex
Mark Warburton Tel +44 (0) 1625 505117
Nplus One Singer Advisory LLP (financial adviser
to Cyprotex,
for the purposes of Rule 3 of the Code)
Shaun Dobson Tel +44 (0)20 7496 3000
Jen Boorer Tel +44 (0)20 7496 3000
Important Notices
N+1 Singer, which, in the United Kingdom, is authorised and
regulated by the Financial Conduct Authority, is acting exclusively
for Cyprotex and no one else in connection with the Acquisition and
will not be responsible to anyone other than Cyprotex for providing
the protections afforded to clients of N+1 Singer nor for providing
advice in relation to the Acquisition or any other matter or
arrangement referred to in this announcement.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes should inform themselves about, and observe any applicable
restrictions or requirements. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent possible, the
companies involved in the Acquisition disclaim any responsibility
or liability for the violation of such requirements by any person.
This announcement has been prepared for the purposes of complying
with English law, the Code, the Rules of the London Stock Exchange
and the AIM Rules 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 any
jurisdiction outside England and Wales.
This announcement is for information purposes only. It is not
intended to and does not constitute, an offer or form part of any
offer or an invitation to purchase, subscribe for, sell or issue,
any securities or a solicitation of any offer to purchase,
subscribe for, sell or issue any securities pursuant to this
announcement or otherwise in any jurisdiction in which such offer
or solicitation is unlawful. This announcement does not comprise a
prospectus or a prospectus equivalent document. The Acquisition
will be effected solely by means of the Scheme Document which,
together with the Forms of Proxy, contains the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.
Overseas jurisdictions
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 requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Ordinary Shares in respect of the Scheme at the
Meetings, to execute and deliver Forms of Proxy appointing another
to vote at the Meetings on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. This
announcement has been prepared for the purpose of complying with
English law and the 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 United Kingdom.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made, directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of Cyprotex
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)
Cyprotex 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 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (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
Cyprotex 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 Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of Cyprotex or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of
Cyprotex 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) Cyprotex and (ii) any paper offeror, save
to the extent that these details have previously been disclosed
under Rule 8 of the Code. A Dealing Disclosure by a person to whom
Rule 8.3(b) of the Code applies must be made by no later than 3.30
p.m. (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 Cyprotex or a paper offeror,
they will be deemed to be a single person for the purpose of Rule
8.3 of the Code.
Opening Position Disclosures must also be made by Cyprotex and
by any offeror and Dealing Disclosures must also be made by
Cyprotex, by any offeror and by any persons acting in concert with
any of them (see Rules 8.1, 8.2 and 8.4 of the Code).
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 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 20 7638
0129.
Publication on Website and Availability of Hard Copies
In accordance with Rule 26.1 and 26.2 of the Code, a copy of
this announcement (and any information expressly incorporated by
reference in this announcement), and the Forms of Proxy will be
made available, subject to certain restrictions relating to
Restricted Overseas Shareholders, on the website of Cyprotex at
www.cyprotex.com until the end of the Offer Period (or, if later,
the end of any competition reference period).
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
In accordance with Rule 30.1 of the Code, you may request a hard
copy of this announcement (and any information incorporated by
reference in this announcement) free of charge (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions) by writing to N+1 Singer Advisory LLP of One
Bartholomew Lane, London EC2N 2AX or by calling +44 (0)20 7496
3000.
Unless you make such a request, a hard copy of this announcement
and any such information incorporated by reference in it will not
be sent to you. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition be in hard copy.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or date
Latest time for receipt 10.30 a.m. on 29 November
of pink Forms of Proxy instructions 2016
for the Court Meeting
Latest time for receipt 11.00 a.m. on 29 November
of white Forms of Proxy 2016
instructions for the General
Meeting
Voting Record Time 6.00 p.m. on 29 November
2016
Court Meeting 10.30 a.m. on 1 December
2016
General Meeting 11.00 a.m. on 1 December
2016
The following dates are
subject to change (please
see note (3) below:
Last day of dealings in 12 December 2016
CREST of Ordinary Shares
Last day for registration 12 December 2016
of transfers of Ordinary
Shares
Scheme Court Hearing to 13 December 2016
sanction the Scheme
Scheme Record Time 6.00 p.m. on the Business
Day before the Effective
Date
Suspension of Ordinary Shares 7.30 a.m. on the Effective
from trading on AIM Date
Filing of Scheme Court Order 14 December 2016
Effective Date of the Scheme 14 December 2016
Cancellation of admission 7.00 a.m. on 15 December
to trading on AIM of Ordinary 2016
Shares
Cash Consideration paid Within 14 days of the
to Scheme Shareholders Effective Date
Long Stop Date, being the 31 January 2016
date by which the Scheme
must be implemented
Unless otherwise stated, all references to times in this
document are to London times.
The Court Meeting and the General Meeting will each be held at
the offices of N+1 Singer, One Bartholomew Lane, London EC2N 2AX.
The Court Meeting will commence at 10.30 a.m. on 1 December 2016,
and the General Meeting will commence at 11.00 a.m. on 1 December
2016 (or, if later, immediately after the conclusion or adjournment
of the Court Meeting).
Notes:
1. If the pink Form of Proxy for the Court Meeting is not
returned by the above time, it may be handed to Capita Asset
Services, on behalf of the chairman of the Court Meeting, at the
Court Meeting before the taking of the poll. However, the white
Form of Proxy for the General Meeting must be returned by no later
than 11.00 a.m. on 29 November 2016 (or in the case of an adjourned
meeting, not less than 48 hours prior to the time and date set for
the adjourned meeting) to be valid.
2. If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will be
6.00 p.m. on the date two days before the date set for the
adjourned meeting.
3. These times and dates are indicative only and will depend,
amongst other things, on the date upon which the Court sanctions
the Scheme and the date on which the Conditions set out in Part III
to this document are satisfied or (if capable of waiver) waived. If
any of the expected dates change, Beagle will, unless the Panel
otherwise consents, give notice of the change by issuing an
announcement through a Regulatory Information Service and/or
sending a further circular to Beagle Shareholders.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPUGGQGGUPQGMW
(END) Dow Jones Newswires
November 04, 2016 03:00 ET (07:00 GMT)
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