TIDMSBS
RNS Number : 9820J
Source BioScience PLC
15 September 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART) DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
RECOMMENDED CASH OFFER
for
SOURCE BIOSCIENCE PLC
by
SHERWOOD HOLDINGS LIMITED
by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006
Scheme becomes Effective / Elections for the Unlisted Securities
Alternative
Source BioScience plc ("Source BioScience") is pleased to
announce that, further to the announcement made on 13 September
2016, the Court Order relating to the recommended cash offer by
Sherwood Holdings Limited ("Sherwood") for the entire issued and to
be issued ordinary share capital of Source BioScience by means of a
scheme of arrangement between Source BioScience and its
shareholders pursuant to the provisions of Part 26 of the Companies
Act 2006 (the "Scheme"), has been delivered to the Registrar of
Companies for registration.
As a result, the Scheme has now become Effective, in accordance
with its terms.
As detailed in the Scheme Document dated 17 August 2016, the
cancellation of the listing of Source BioScience Shares on the
premium segment of the Official List and trading of the Source
BioScience Shares on the Main Market is expected to take place at
7.00 a.m. on 16 September 2016. As a result of the Scheme having
become Effective, share certificates in respect of Source
BioScience Shares will cease to be valid documents of title and
entitlements to Source BioScience Shares held in uncertificated
form in CREST are being cancelled.
Valid elections for the Unlisted Securities Alternative as at
6.00 p.m. on 14 September 2016 (being the latest time by which
Forms of Election for the Unlisted Securities Alternative and TTE
Instructions in respect of the same had to be received) were
received in respect of, in aggregate, 135,451,852 Scheme Shares,
representing approximately 37.6 per cent. of the issued ordinary
share capital of Source BioScience.
As a result of higher than expected take-up of the Unlisted
Securities Alternative by Source BioScience Shareholders other than
the Continental Clients and the Harwood Funds, representing
96,105,473 Scheme Shares, NASCIT has reduced the quantum of the
loan being provided under the NASCIT Loan Agreement, from GBP15.0
million to GBP13.6 million.
Accordingly, the Continental Clients and the Harwood Funds will,
respectively, hold 33.5 per cent. each of the Sherwood Shares and
the Sherwood PIK Loan Notes.
The despatch of cheques and the crediting of CREST accounts for
the Cash Consideration due under the Scheme, and the despatch of
certificates in respect of Sherwood Share Units, will occur within
14 days of the Effective Date (being 15 September 2016).
General
The Source BioScience directors accept responsibility for the
information contained in this announcement and, to the best of
their knowledge and belief (having taken all reasonable care to
ensure that such is the case), the information contained in this
announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
A copy of this announcement will be available free of charge but
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on Source BioScience's website at
http://www.sourcebioscience.com. The contents of this website are
not incorporated into, and do not form part of, this
announcement.
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the Scheme Document dated 17 August
2016.
Enquiries
Source BioScience plc +44 (0) 115 973 9010
Laurie Turnbull, Chairman
Dr Nick Ash, CEO
Nplus1 Singer Advisory LLP
(Financial adviser and Broker
to Source BioScience) +44 (0) 207 496 3000
Nic Hellyer
James White
Sherwood Holdings Limited
Marco Fumagalli, Director +44 (0) 91 225 25
Christopher Mills, Director 60
Strand Hanson
(Financial adviser to Continental,
Harwood Capital and Sherwood) +44 (0) 20 7409 3494
Stuart Faulkner
Matthew Chandler
James Dance
Further information
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial
Conduct Authority, is acting exclusively as financial adviser to
Sherwood, Continental and Harwood Capital and no-one else in
connection with the Offer and other matters described in this
announcement and will not be responsible to anyone other than
Sherwood, Continental and Harwood Capital for providing the
protections afforded to clients of Strand Hanson Limited or for
providing advice in relation to the Offer, the contents of this
announcement or any other matter referred to herein.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser and broker to Source BioScience and no-one
else in connection with the Offer and other matters described in
this announcement and will not be responsible to anyone other than
Source BioScience for providing the protections afforded to clients
of N+1 Singer or for providing advice in relation to the Offer, the
contents of this announcement or any other matter referred to
herein.
You may request a hard copy of this announcement or the Scheme
Document, free of charge and/or any information incorporated into
them by reference to another source, by calling the Shareholder
Helpline on 0333 207 6399 from within the UK or on +44 121 415 0973
if calling from outside the UK or by writing to Equiniti Limited at
Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA stating
your name, and the address to which the hard copy versions should
be sent. Calls to the Shareholder Helpline are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday
to Friday excluding public holidays in England and Wales. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in
hard copy form. Unless you have previously elected to receive hard
copies of any such documents, announcements or information, hard
copies shall not be sent but you may request them.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER
TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW.
Overseas Shareholders
The availability of the Offer, the Unlisted Securities
Alternative and the release, publication and distribution of this
announcement in jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore persons
who are not resident in the United Kingdom into whose possession
this announcement comes should inform themselves about and observe
any such restrictions. Failure to comply with any such restrictions
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person. Copies of this announcement and any formal
documentation relating to the Offer is 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, into or from any Restricted Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law, the Code and the Listing 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 of jurisdictions outside the United Kingdom.
The issue of Sherwood Share Units to holders of Scheme Shares in
Restricted Jurisdictions would necessitate compliance with special
requirements under the laws of the Restricted Jurisdictions.
Accordingly, the Unlisted Securities Alternative is not being made
available to Restricted Overseas Shareholders who shall receive
cash, notwithstanding any election made by them for the Unlisted
Securities Alternative.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOADMGMLDKNGVZM
(END) Dow Jones Newswires
September 15, 2016 10:49 ET (14:49 GMT)
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