TIDMABZA
RNS Number : 6215D
Abzena PLC
10 October 2018
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
FOR IMMEDIATE RELEASE
10 October 2018
RECOMMENDED CASH ACQUISITION
of
Abzena plc
by
Astro BidCo Limited
A company wholly-owned by WCAS XII-Astro, L.P.
Court sanction of the scheme of arrangement
On 16 August 2018, the Boards of Abzena plc ("Abzena") and Astro
BidCo Limited ("BidCo") announced that they had reached agreement
on the terms of a recommended acquisition, pursuant to which BidCo
will acquire the entire issued and to be issued share capital of
Abzena (the "Acquisition") to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
A scheme document sent or otherwise made available to
shareholders of Abzena (the "Scheme Document"), containing further
information on the Scheme, was published on 10 September 2018. The
Scheme and its implementation were approved on 2 October 2018 at
the Court Meeting and the General Meeting.
The Board of Abzena is pleased to announce that, at a hearing
held earlier today, the Scheme was sanctioned by the Court.
The Scheme remains subject to the delivery to the Registrar of
Companies of the Court Order made at the Court Hearing to sanction
the Scheme. The Scheme is expected to become effective on 11
October 2018 (the "Effective Date") and a further announcement will
be made at that time.
The last day and time for dealings in, and for registrations of
transfers, of Abzena Shares is today, being 10 October 2018 at 6.00
p.m. (the "Scheme Record Time"), and trading in the Abzena Shares
on AIM will be suspended with effect from 7.30 a.m. on 11
October.
It is expected that, subject to the Scheme becoming effective,
the cancellation of trading of the Abzena Shares on AIM will take
place at 7.00 a.m. on 12 October 2018.
By 7.00 a.m. on the business day following the Effective Date,
share certificates in respect of Abzena Shares will cease to be
valid and entitlements to Abzena Shares held within the CREST
system will be cancelled.
Capitalised terms in this announcement ("Announcement"), unless
otherwise defined, have the same meanings as set out in the Scheme
Document.
END
Enquiries:
Abzena plc
Ken Cunningham (Chairman) +44 (0) 1223 903
John Burt (Chief Executive Officer) 498
BidCo and WCAS
Jonathan M. Rather +1 (212) 893 9500
N+1 Singer (Nominated adviser and broker
to Abzena Plc)
Aubrey Powell +44 (0) 20 7496
Ben Farrow 3000
Peel Hunt LLP (financial adviser to +44 (0) 20 7418
BidCo) 8900
Christopher Golden
Michael Nicholson
James Steel
Oliver Jackson
Instinctif Partners
Melanie Toyne Sewell
Rozi Morris +44 (0) 20 7457
Alex Shaw 2020
IMPORTANT NOTICES
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting solely for Abzena as Nominated adviser and
broker in relation to the matters referred to in this Announcement
and for no one else. N+1 Singer will not be responsible to anyone
other than Abzena for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement or any arrangement referred to herein. N+1 Singer has
given, and not withdrawn, its consent to the inclusion in this
Announcement of the references to its name and the advice it has
given to Abzena in the form and context in which they appear.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for WCAS, the WCAS Fund
and BidCo and for no one else in connection with the matters set
out in this announcement and will not regard any other person as
its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than WCAS,
the WCAS Fund and BidCo for providing the protections afforded to
its clients or for providing advice in relation to the Acquisition
or any other matter or arrangement referred to in this
Announcement.
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 jurisdictions
The release, publication or distribution of this Announcement in
or into 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. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
such jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such
restrictions by any person.
Neither this Announcement nor any of the documents relating to
the Acquisition form or are intended to constitute or form part of
any offer or invitation to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval pursuant to the Scheme or
otherwise, in any jurisdiction in which such offer, invitation or
solicitation is unlawful. This Announcement has been prepared for
the purposes of complying with English law, the rules of the London
Stock Exchange, the AIM Rules 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 of England and Wales.
Further details in relation to Abzena Shareholders located in
overseas jurisdictions are contained in the Scheme Document.
Publication on website and availability of hard copies
Pursuant to Rule 26.1 of the Code, a copy of this Announcement,
will be made available, free of charge and subject to certain
restrictions relating to persons in Restricted Jurisdictions, on
Abzena's website at www.abzena.com by no later than 12 noon (London
time) on the business day following the date of this Announcement.
For the avoidance of doubt, neither the contents of such website
nor the content of any website accessible from hyperlinks on such
website is incorporated into, and do not form part of, this
Announcement.
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement and/or any document
incorporated by reference into this Announcement, free of charge. A
person may also request that all future documents, announcements
and information to be sent to that person in relation to the
Acquisition should be sent by the party which publishes it in hard
copy form. For persons who receive a copy of this Announcement in
electronic form or via a website publication, a hard copy of this
Announcement will not be sent unless so requested, by contacting
N+1 Singer, One Bartholomew Lane, London EC2N 2AX, or by telephone
on 0207 496 3000 (from within the UK) or +44 207 496 3000 (from
outside the UK). If requested, copies will be provided, free of
charge, within 2 business days of the request.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOAFFWFFSFASEDS
(END) Dow Jones Newswires
October 10, 2018 09:42 ET (13:42 GMT)
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