RNS Number : 4247W
Sagentia Group AG
11 June 2008
SAGENTIA GROUP AG
("Sagentia Switzerland")
Re-organisation of the existing Sagentia group to be implemented through an all-share offer by Sagentia Group PLC ("Sagentia" or the
"Company") for Sagentia Switzerland and cancellation of listing on the Official List
Summary
On 4 March 2008, Sagentia Switzerland announced, together with its results for the year ended 31 December 2007, its intention to enable
existing Sagentia Switzerland Shareholders to transfer their share ownership from a company incorporated in Switzerland to one incorporated
in England and Wales, to cancel its listing on the Official List and to have shares in the new holding company admitted to trading on AIM.
Sagentia Switzerland has been advised that the most efficient procedure for achieving this is for Sagentia Switzerland Shareholders to
accept a full share offer by a newly established English holding company, Sagentia. It is anticipated that, on completion of the
transaction, the Sagentia Shares will be admitted to trading on AIM and, dependent upon acceptances of the Offer, Sagentia's shareholding
structure will be largely the same as that of Sagentia Switzerland.
In order to implement the Proposals, the Boards of Directors of Sagentia Switzerland and of Sagentia are pleased to announce the terms
of a recommended all-share Offer pursuant to which Sagentia offers to acquire the entire issued and to be issued share capital of Sagentia
Switzerland.
An Offer Document containing the Offer is today being posted to Sagentia Switzerland Shareholders. A prospectus equivalent document
prepared for the purposes of paragraph 1.2.2R(2) of the Prospectus Rules, which also constitutes an AIM admission document, is also being
published by Sagentia in connection with the issue of up to 23,193,210 Sagentia Shares.
Sagentia Switzerland Shareholders who accept the Offer will be entitled to receive one Sagentia Share for every ten Sagentia Switzerland
Shares held.
As Sagentia has currently negligible assets or liabilities other than the minimum capital required by UK company law for a public
company to trade, the Offer values each Sagentia Switzerland Share at approximately the Closing Price of a Sagentia Switzerland Share of
4.88 pence on 10 June 2008 (being the last practicable Business Day prior to this announcement) and the existing issued share capital of
Sagentia Switzerland at approximately �10.5 million.
It is intended that the Sagentia Shares issued in connection with the Offer will be admitted to trading on AIM within five days of the
Offer being declared unconditional in all respects (save for Admission) and, assuming this happens on the First Closing Date, such Sagentia
Shares would be admitted to trading on AIM by 8 July 2008.
Sagentia has received irrevocable undertakings to accept the Offer from the Directors of Sagentia and Sagentia Switzerland and certain
other Sagentia Switzerland Shareholders in respect of 136,923,416 Sagentia Switzerland Shares representing in aggregate approximately 63.4
per cent. of the existing issued share capital of Sagentia Switzerland.
Chris Masters, Chairman of Sagentia Group AG commented: "I am pleased to announce the reorganisation of the Sagentia group in
accordance with our plans outlined in the preliminary statement issued on 4th March. In addition to measures we have taken to simplify the
business model and management structure, the proposed reorganisation will make the corporate structure of the Company more transparent,
reduce costs and give the group more corporate flexibility moving forwards."
Enquiries:
Sagentia Group AG:
Dr Alistair Brown +44 1223 875200
Guy McCarthy
Martin Frost
Arbuthnot Securities:
John Prior +44 20 7012 2000
Antonio Bossi
This announcement does not constitute, or form any part of, an offer or an invitation to purchase any securities.
This announcement does not constitute an offer of, or the solicitation of any offer to buy or sell, any securities in Sagentia or
Sagentia Switzerland to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful. The distribution of this
announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should
inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the
securities laws of such jurisdiction.
Arbuthnot, which is a member of the London Stock Exchange and is authorised and regulated by the Financial Services Authority, has
agreed to act as nominated adviser and broker to Sagentia and is acting as financial adviser to Sagentia Switzerland and Sagentia and as
broker to Sagentia Switzerland in connection with the Offer and Admission. Arbuthnot is acting exclusively for the Company and Sagentia
Switzerland and no-one else. It will not be responsible to anyone other than the Company and Sagentia Switzerland for providing the
protections afforded to customers of Arbuthnot or for advising any other person in relation to the subject matter or contents of this
announcement.
1. Further details of the Offer
In order to implement the proposed transfer of share ownership, cancellation of listing from the Official List, cancellation of trading
from the London Stock Exchange's market for listed securities and admission to trading on AIM of the shares of the new holding company, the
Boards of Directors of Sagentia Switzerland and of Sagentia are pleased to announce an Offer for the entire issued and to be issued share
capital of Sagentia Switzerland. As Sagentia currently has negligible assets or liabilities other than the minimum capital required to be
established as a trading company, the Offer values each Sagentia Switzerland Share at approximately the Closing Price of a Sagentia
Switzerland Share on 10 June 2008 (the last practicable Business Day prior to this announcement) of 4.88 pence.
Under the terms of the Offer, which is on the terms and subject to the conditions set out in the Offer Document and in the Form of
Acceptance and Assignment which will be posted shortly, holders of Sagentia Switzerland Shares will be entitled to receive
For every ten Sagentia Switzerland Shares held: one new Sagentia Share
Entitlements to a fraction of a new Sagentia Share will be rounded up to the nearest whole number of Sagentia Shares.
A holder of Sagentia Switzerland CDIs or of Sagentia Switzerland Shares through a nominee should note that his entitlement in relation
to fractions of new Sagentia Shares will depend on his contractual arrangements with Euroclear or the relevant nominee.
At the Closing Price on 10 June 2008, being the last practicable Business Day prior to this announcement, of 4.88 pence per Sagentia
Switzerland Share, the market capitalisation of Sagentia Switzerland was �10.5 million (including treasury shares).
The Sagentia Switzerland Shares will be acquired under the Offer fully paid and free from all liens, equities, charges, encumbrances and
other interests and together with all rights attaching to them after the date of this Announcement, including the right to receive all
dividends (if any) declared, made or paid thereafter.
The Offer extends to all Sagentia Switzerland Shares unconditionally allotted or issued and fully paid on the date of the Offer
(including the Sagentia Switzerland Shares unconditionally allotted or fully paid pursuant to the exercise of options under the Sagentia
Switzerland Share Option Schemes and, for the avoidance of doubt, including any shares held in treasury) before the date on which the Offer
closes or such earlier date as Sagentia may decide, not being earlier than the date on which the Offer becomes unconditional as to
acceptances.
The Offer will be subject to the terms and conditions set out in Appendices I, II and III of the Offer Document and in the Form of
Acceptance and Assignment. The Offer can only become effective if all conditions to the Offer have been satisfied or waived.
Full acceptance of the Offer would result in the issue of up to 23,193,210 Sagentia Shares representing (together with the two existing
issued Sagentia Shares) 100 per cent. of the Enlarged Issued Share Capital.
2. Background to and reasons for recommending the Offer
Sagentia Switzerland is an integrated technology consulting and development organisation operating from facilities in Cambridge
(England), Maryland (USA), Hong Kong (China), Frankfurt (Germany) and Stockholm (Sweden). Your Board believes that transferring members'
share ownership from a company incorporated in Switzerland to one incorporated in England and Wales, while at the same time cancelling its
listing on the Official List and its admission to trading on the London Stock Exchange's market for listed securities and admitting the
shares of the new holding company to trading on the AIM Market of the London Stock Exchange, will have a number of benefits for the New
Sagentia Group. In particular, the Directors believe that the Proposals will, if completed, make the New Sagentia Group's corporate
structure easier for investors and potential investors to understand, reduce costs associated with being on the Official List and having the
holding company incorporated in Switzerland, and give the Company more corporate flexibility going forwards.
3. Irrevocable undertakings
Sagentia has received irrevocable undertakings to accept (or to procure acceptance of) the Offer in respect of, in aggregate,
136,923,416 Sagentia Switzerland Shares, representing 63.4 per cent. of the issued share capital of Sagentia Switzerland, including
17,886,324 Sagentia Switzerland Shares held by Directors of Sagentia and Sagentia Switzerland.
4. Sagentia Switzerland Share Option Schemes
Participants in the Sagentia Switzerland Share Option Schemes will be contacted regarding the effect of the Offer on their rights under
that scheme. In the event of a formal change of control in the ownership of Sagentia Switzerland they may (i) exercise their right to
acquire Sagentia Switzerland Shares by paying to Sagentia Switzerland the exercise price for their share options and subsequently, should
they so wish, they can accept the Offer in respect of these new Sagentia Switzerland Shares. However, they should be aware that the exercise
price under the Sagentia Switzerland Share Option Schemes (apart from options over 11,193,834 Sagentia Switzerland Shares granted in
December 2007) is higher than the Closing Price of 4.88 pence at 10 June 2008 (being the last practicable Business Day prior to this
announcement); or (ii) alternatively they can take no action. However, in this case, on the day after the expiry of the six month period
commencing on the date of the change of control, their share options will automatically lapse and they will no longer be able to exercise them. The holders of options over 11,193,834 Sagentia Switzerland
Shares granted in December 2007 will be offered an additional course of action. They will be offered the opportunity to release their
options and accept replacement options over Sagentia Shares. Such replacement options will have the same vesting conditions and aggregate
exercise price.
5. Impact on stakeholders
As the Offer has the sole purpose of transferring members' share ownership from a company incorporated in Switzerland to one
incorporated in England and Wales and of admitting the shares of the new holding company to trading on AIM, the existing employment rights
of management and employees of the Existing Sagentia Group will be fully safeguarded. It is intended that certain Directors who are
currently employed directly by Sagentia Switzerland will enter into new service agreements with Sagentia, without material change but
subject to the modifications required by UK employment law. Johan Bjlund, Gordon Edge and Markus Rauh (non-executive directors of Sagentia
Switzerland) will resign upon cancellation of listing on the Official List and cancellation of the admission to trading on the London Stock
Exchange's market for listed securities of Sagentia Switzerland Shares becoming effective. In order to satisfy the Swiss legal requirement
for at least one Swiss-domiciled director, Martin Forster will remain a member of the Board of Directors of Sagentia Switzerland. Martin Frost will also resign on 30 June 2008, as announced in the Sagentia
Switzerland's announcement of preliminary results issued on 4th March 2008.
6. The Offer Document and the Prospectus Equivalent Document
An Offer Document containing the Offer is today being posted to Sagentia Switzerland Shareholders.
A Prospectus Equivalent Document, which also constitutes an AIM Admission Document, is today being published by Sagentia. The Offer
Document and the Prospectus Equivalent Document contain further information on the Offer, on Sagentia Switzerland, on Sagentia and on the
Sagentia Shares being offered to Sagentia Switzerland Shareholders in exchange for their Sagentia Switzerland Shares.
Electronic copies of the Prospectus Equivalent Document can be downloaded from the Company's website at www.sagentiagroup.com; printed
copies can be obtained free of charge by telephoning Sagentia on 01223 875 200 or, if calling from overseas, +44 1223 875 200 or from the
offices of Taylor Wessing LLP, Carmelite, 50 Victoria Embankment, Blackfriars, London EC4Y 0DX. The Prospectus Equivalent Document has also
been filed at the UKLA documents' viewing facility.
7. Action to be taken to accept the Offer
Holders of Sagentia Switzerland Shares in certificated or uncertificated form should complete, sign and return the Form of Acceptance
and Assignment as soon as possible and, in any event, so as to be received by Mr. Martin Forster c/o Sagentia, Harston Mill, Harston,
Cambridge, Cambridgeshire CB22 7GG by 3.00 p.m. (London time) on 2 July 2008 or by hand only (during normal business hours) to the same
address and by the same time.
Holders of Sagentia Switzerland CDIs will be advised by Euroclear how the Offer may be accepted in respect of the Sagentia Switzerland
Shares underlying their CDIs.
The decision as to whether or not to accept the Offer will depend on the individual circumstances of each Sagentia Switzerland
Shareholder, including their tax position. The Offer Document sets out certain implications of acceptance of the Offer in relation to United
Kingdom taxation. If Sagentia Switzerland Shareholders are in any doubt about the action they should take, they should immediately consult
their stockbroker, bank manager, solicitor, accountant or other independent financial adviser, duly authorised under the Financial Services
and Markets Act 2000, if they are resident in the United Kingdom or, if not, another appropriately authorised independent financial
adviser.
8. Consequences of acceptances
Acceptance of the Offer in respect of Sagentia Switzerland Shares will constitute inter alia a legally binding agreement to sell the
Sagentia Switzerland Shares to Sagentia, conditionally upon satisfaction of the conditions of the Offer. Acceptance also constitutes an
agreement not to sell such shares to any third party unless and until the Offer lapses or is withdrawn and, conditional upon satisfaction of
the conditions, to take all such steps as may be necessary to enable Sagentia to vest in Sagentia ownership of such shares.
9. Shares held in PEPs and ISAs
Sagentia will be admitted to trading on AIM. As a result Sagentia Shares will not be eligible to be held through Personal Equity Plans
or Individual Savings Accounts, even if certain Sagentia Switzerland Shareholders currently hold their Sagentia Switzerland Shares through
one of these instruments.
10. City Code
The attention of Sagentia Switzertland Shareholders is drawn to the fact that Sagentia Switzerland is not subject to the City Code and
although the Offer reflects the structure, conditions and timetable of an offer under the City Code, Sagentia is not obliged to comply with
the City Code in relation to its Offer for Sagentia Switzerland.
11. Overseas Shareholders
As regards persons resident in, or citizens of, jurisdictions outside the United Kingdom ("Overseas Shareholders"), the Offer may be
affected by the laws of the relevant jurisdictions. Such Overseas Shareholders should inform themselves about and observe any applicable
legal requirements. It is the responsibility of Overseas Shareholders to satisfy themselves as to the full observance of the laws of the
relevant jurisdiction in connection with the Offer, including the obtaining of any governmental, exchange control or other consents which
may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer
or other taxes due in such jurisdiction. Overseas Shareholders should also read paragraph 4 of Appendix II to the Offer Document.
12. Admission to trading on AIM and dealings in Sagentia Shares
Application will be made to the London Stock Exchange for the Sagentia Shares issued in connection with the Offer to be admitted to
trading on AIM. It is expected that Admission will become effective and that dealings will commence in the Sagentia Shares on or around the
fifth Business Day following the day on which the Offer becomes or is declared unconditional in all respects (save only for Admission).
Sagentia Shares issued in respect of acceptances received after the Offer goes unconditional will be admitted as soon as practicable.
13. De-listing
When the Offer becomes or is declared unconditional in all respects, save for Admission, and subject thereto, Sagentia intends to
procure the making of an application by Sagentia Switzerland to the UK Listing Authority for cancellation of the listing of Sagentia
Switzerland Shares on the Official List and for the cancellation of the admission to trading of Sagentia Switzerland Shares on the London
Stock Exchange's market for listed securities.
Cancellation of listing and trading will take place 20 business days after Sagentia having by virtue of its shareholdings in Sagentia
Switzerland and acceptances of the Offer acquired or agreed to acquire Sagentia Switzerland Shares carrying 75 per cent. of the voting
rights in Sagentia Switzerland.
Depending on the level of acceptances of the Offer, under Swiss law, Sagentia may not have the right to compulsorily acquire those
Sagentia Switzerland Shares in respect of which the Offer is not accepted. Sagentia Switzerland Shareholders who do not accept the Offer
will not receive new Sagentia Shares but will remain holders of Sagentia Switzerland Shares. It is likely that Sagentia Switzerland will be
delisted and, as a result, Sagentia Switzerland Shareholders who take no action will remain holders of shares in an unquoted private Swiss
registered company and the liquidity and marketability of their Sagentia Switzerland Shares will, as a result, be greatly reduced. Sagentia
reserves the right, in exceptional circumstances and with the consent of Arbuthnot, to declare the Offer unconditional at a level of
acceptances below 75 per cent.
14. Recommendation
The Independent Directors of Sagentia Switzerland consider the terms of the Offer to be fair and reasonable. Accordingly, the
Independent Directors of Sagentia Switzerland unanimously recommend that holders of Sagentia Switzerland Shares accept the Offer, as they
have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings of, in aggregate, 16,108,573 Sagentia
Switzerland Shares, representing approximately 7.5 per cent. of the issued share capital of Sagentia Switzerland.
15. Conditions of the Offer
Full conditions and further terms of the Offer are set out in Appendices I, II and III of the Offer Document which is being posted
today. The Offer will be subject to the following conditions:
* valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 3.00 p.m. on 2 July 2008 (or
such later time(s) and/or date(s) as Sagentia may decide) in respect of Sagentia Switzerland Shares such that Sagentia shall have acquired
or agreed to acquire (whether pursuant to the Offer or otherwise) Sagentia Switzerland Shares carrying in aggregate more than 75 per cent.
of the voting rights normally exercisable at a general meeting of Sagentia Switzerland, provided that unless Sagentia otherwise determines,
this condition (a) shall be capable of being satisfied only at a time when conditions (c) and (d) inclusive have either been satisfied,
fulfilled or, to the extent permitted, waived. For the purposes of this condition (a) Sagentia Switzerland Shares which have been
unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue;
* the London Stock Exchange announcing its decision to admit to trading on AIM those of the new Sagentia Shares to be issued
pursuant to the Offer in respect of valid acceptances of the Offer which have been received when the Offer is declared unconditional in all
respects (save for satisfaction of this condition (b)) and the existing Sagentia Shares, and such admission becoming effective in accordance
with the AIM Rules for Companies;
* no government or governmental, quasi-governmental, supranational, statutory or regulatory body, or any court, institution,
investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the
foregoing) any other person or body in any jurisdiction (each, a "Relevant Authority") having decided to take, instituted, implemented or
threatened any action, proceedings, suit, investigation or enquiry or enacted, made or proposed any statute, regulation or order or
otherwise taken any other step or done any thing, and there not being outstanding any statute, legislation or order, that would or might:
* restrict, restrain, prohibit, delay, impose additional conditions or obligations with respect to, or otherwise interfere with the
implementation of, the Offer or the acquisition of any Sagentia Switzerland Shares by Sagentia or any matters arising there from;
* result in a delay in the ability of Sagentia, or render Sagentia unable, to acquire some or all of the Sagentia Switzerland
Shares;
* require, prevent, delay or affect the divestiture by any member of the Existing Sagentia Group or the New Sagentia Group of all or
any portion of their businesses, assets or property or of any Sagentia Switzerland Shares or other securities in Sagentia Switzerland or
impose any limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties or
any part thereof;
* impose any limitation on the ability of Sagentia to acquire or hold or exercise effectively, directly or indirectly, all rights of
all or any of the Sagentia Switzerland Shares (whether acquired pursuant to the Offer or otherwise);
* require Sagentia or any member of the Existing Sagentia Group to offer to acquire any shares or other securities or rights
thereover in any member of the Existing Sagentia Group owned by any third party (save as required by law or pursuant to the Offer);
* make the Offer or its implementation or the proposed acquisition of Sagentia Switzerland or any member of the Existing Sagentia
Group or of any Sagentia Switzerland Shares or any other shares or securities in, or control of, Sagentia Switzerland, illegal, void or
unenforceable in or under the laws of any jurisdiction;
* impose any limitation on the ability of any member of the New Sagentia Group or the Existing Sagentia Group to co-ordinate its
business, or any part of it, with the business of Sagentia or any member of the Existing Sagentia Group;
* result in Sagentia or any member of the Existing Sagentia Group ceasing to be able to carry on business in a manner in which it
presently does so; or
* otherwise adversely affect any or all of the businesses, assets, prospects or profits of Sagentia or any member of the Existing
Sagentia Group or the exercise of rights of shares of any company in the Existing Sagentia Group, and all applicable waiting periods during
which such Relevant Authority could institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference
or otherwise intervene having expired, lapsed or been terminated; and
* all authorisations, orders, grants, consents, clearances, licences, permissions and approvals, in any jurisdiction, deemed
necessary or appropriate by Sagentia for or in respect of the Offer, the proposed acquisition of any shares or securities in, or control of,
Sagentia Switzerland or any member of the Existing Sagentia Group by Sagentia or the carrying on of the business of any member of the
Existing Sagentia Group or Sagentia or any matters arising therefrom being obtained in terms satisfactory to Sagentia from all appropriate
Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the
Existing Sagentia Group or Sagentia has entered into contractual arrangements and such authorisations, orders, grants, consents, clearances,
licences, permissions and approvals remaining in full force and effect and there being no intimation of any intention to revoke or not to
renew the same and all necessary filings having been made, all appropriate waiting and other time periods (including extensions thereto) under any applicable legislation and regulations in any
jurisdiction having expired, lapsed or been terminated and all necessary statutory or regulatory obligations in any jurisdiction in respect
of the Offer or the proposed acquisition of Sagentia Switzerland by Sagentia or of any Sagentia Switzerland Shares or any matters arising
there from having been complied with.
Sagentia reserves the right to waive, in whole or in part, all or any of the above conditions (a) to (d) (inclusive).
The Offer will lapse unless all the above conditions have been fulfilled or, where permitted, waived or, where appropriate, have been
determined by Sagentia to be or remain satisfied, by midnight on the 21st day after the later of 10 August 2008 and the date on which
condition (a) is fulfilled (or in each case such later date as Sagentia may determine). Sagentia shall be under no obligation to waive (if
capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of conditions (a) to (d) (inclusive) by a date
earlier than the latest date for the fulfilment of that condition notwithstanding that the other conditions of the Offer may at such earlier
date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not
be capable of fulfilment.
If the Offer lapses, the Offer will cease to be capable of further acceptance and accepting Sagentia Switzerland Shareholders and
Sagentia shall cease to be bound by Forms of Acceptance and Assignment submitted at or before the time when the Offer so lapses.
Definitions
In this document the following terms and expressions have the following meanings unless the context requires otherwise:
"Act" or "Companies Act" means the Companies Act 1985, as amended and to the extent
in force, and/or as applicable, the Companies Act 2006, to
the extent in force;
"Admission" means admission of those new Sagentia Shares to be issued
pursuant to the Offer in respect of acceptances received at
the date when the Offer is declared unconditional in all
respects (save for such admission) and the existing Sagentia
Shares to trading on AIM becoming effective in accordance
with the AIM Rules for Companies;
"AIM" means the AIM market operated by the London Stock Exchange;
"AIM Rules for Companies" means the rules of the London Stock Exchange governing the
admission to and operation of AIM;
"Acquisition" means the proposed acquisition of shares in Sagentia
Switzerland pursuant to the Offer;
"Arbuthnot" means Arbuthnot Securities Limited;
"Board" or "Directors" means the directors of Sagentia Switzerland and/or Sagentia
as applicable;
"Business Day" means a day on which the London Stock Exchange is open for
the transaction of business;
"City Code" means the City Code on Takeovers and Mergers;
"Closing Price" means the middle market quotation for the Sagentia
Switzerland Shares of 4.88 pence at 10 June 2008 being the
last practicable Business Day prior to the day of
announcement;
"CREST" means the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001 No. 3755)) in respect
of which CRESTCo Limited is the operator in accordance with
which securities may he held and transferred in
uncertificated form;
"Enlarged Issued Share means the issued ordinary share capital of Sagentia as
Capital" enlarged by the issue of the new Sagentia Shares (assuming
full acceptance of the Offer and without taking into account
any shares to be issued on the exercise of options under the
Sagentia Switzerland Share Option Schemes);
"Existing Sagentia Group" or means Sagentia Switzerland and its subsidiary undertakings
"Existing Group" and/or (where the context requires) any/one or more of them;
"First Closing Date" means the first closing date of the Offer, being 3.00 p.m.
on 2 July 2008;
"Form of Acceptance and means the Form of Acceptance and Assignment and authority
Assignment" relating to the Offer;
"FSA" means the Financial Services Authority, acting in its
capacity as competent authority in the United Kingdom
pursuant to Part VI of FSMA;
"FSMA" means Financial Services and Markets Act 2000 (as amended);
"GBP", "�" or "UK�" means UK pound sterling;
"Group Board" or "Sagentia means the directors of Sagentia on Admission;
Group Board"
"Independent Directors" means Martin Frost, Johan Bjlund, Gordon Edge, Markus Rauh
and Martin Forster, being the Directors of Sagentia
Switzerland who are not Directors of Sagentia;
"London Stock Exchange" means London Stock Exchange plc;
"New Sagentia Shares" means up to 23,193,210 new Ordinary Shares to be issued by
the Company as consideration pursuant to the Offer;
"New Sagentia Group" means, prior to the completion of the Acquisition, Sagentia
and, following completion of the Acquisition, Sagentia and
its subsidiary undertakings;
"Offer" means the offer made by Sagentia to acquire the whole of the
issued and to be issued share capital of Sagentia
Switzerland and, where the context so requires, any
subsequent revision, variation, extension or renewal
thereof;
"Offer Document" means the document to be sent to Sagentia Switzerland
Shareholders on 11 June 2008 containing the Offer;
"Official List" means the Official List of the UKLA;
"Ordinary Shares" or "Sagentia means ordinary shares of 1p each in the capital of the
Shares" Company;
"Overseas Shareholders" has the meaning set out in paragraph 11 of this
announcement;
"Proposals" means the Offer, cancellation of Sagentia Switzerland's
listing from the Official List and Admission of Sagentia
Shares to trading on AIM;
"Prospectus Equivalent means the prospectus equivalent document which also
Document" constitutes an AIM admission document which is today being
published by Sagentia;
"Prospectus Rules" means the rules made by the FSA pursuant to section 84(1) of
FSMA for the purposes of Part VI of FSMA in relation to
offers of securities to the public;
"Sagentia" or the "Company" means Sagentia Group plc;
"Sagentia Switzerland" means Sagentia Group AG;
"Sagentia Switzerland CDIs" means CREST Depository Interests relating to Sagentia
Switzerland Shares;
"Sagentia Switzerland means holders of Sagentia Switzerland Shares;
Shareholders"
"Sagentia Switzerland Share means together the Sagentia Switzerland ESOP, Sagentia
Option Schemes" Switzerland Unapproved Executive Share Option Scheme,
Sagentia Switzerland Unapproved Non-Executive Share Option
Scheme and Sagentia Switzerland EMI Scheme;
"Sagentia Switzerland Shares" means the existing unconditionally allotted or issued and
fully paid ordinary shares of CHF0.1 each in the capital of
Sagentia Switzerland (including for the avoidance of doubt
any shares held in treasury) and any further such shares
which may be issued or unconditionally allotted and fully
paid prior to the time and date on which the Offer closes or
by such earlier date and time as Sagentia may decide;
"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern
Ireland; and
"UKLA" means the Financial Services Authority, acting as UK Listing
Authority.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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