Offer Update
Genus PLC
25 November 2005
For Immediate Release 25 November 2005
Recommended Cash Offer by
Bridgewell Securities Limited
on behalf of
Genus plc
to acquire the entire issued and to be issued
share capital of
Sygen International plc
Level of Acceptances
On 28 October 2005 Genus plc announced a recommended cash offer of 63.2 pence
per Sygen Share for the entire issued and to be issued ordinary share capital of
Sygen International plc.
On 22 November 2005, Genus announced that as at 1.00 p.m. on 21 November 2005,
it owned 31,155,606 Sygen Shares and had received valid acceptances of the Offer
in respect of 204,409,302 Sygen Shares representing a total number of
235,564,908 Sygen Shares and approximately 79.8 per cent. of the issued ordinary
share capital of Sygen (including acceptances in respect of irrevocable
undertakings and letters of intent to accept the Offer in respect of 26,935,916
Sygen Shares representing approximately 9.1 per cent. of the issued ordinary
share capital of Sygen).
In addition, since 1.00 p.m. on 21 November 2005 Genus has received valid
acceptances of the Offer in respect of a further 21,044,002 Sygen Shares,
representing approximately 7.1 per cent. of the issued share capital of Sygen
(including 770,000 Sygen Shares which were the subject of a letter of intent to
accept the offer from Phoenix Asset Management Partners Limited ('Phoenix') but
in respect of which valid acceptances had not been received by 1.00 p.m. on 21
November 2005, taking the total level of valid acceptances received from Phoenix
in respect of Sygen Shares to 4,950,715 representing approximately 1.7 per cent.
of the issued ordinary share capital of Sygen).
Accordingly, as at 10.00 a.m on 25 November 2005 Genus either owned or had
received valid acceptances of the Offer in respect of a total number of
256,608,910 Sygen Shares, representing approximately 86.9 per cent. of the
issued ordinary share capital of Sygen.
Save as disclosed above or in the Offer Document, neither Genus nor any person
who was or may have been deemed to be acting in concert with Genus held any
Sygen Shares or rights over Sygen Shares before the announcement of the Offer
nor have they acquired or agreed to acquire any Sygen Shares or rights over
Sygen Shares since that date.
Result of Extraordinary General Meeting
At Genus' Extraordinary General Meeting held earlier today, the resolutions
relating to the Offer and the Placing which were set out in the Notice of
Extraordinary General Meeting included in the Admission Document were passed
without amendment. Condition 2.1 of Part A of Appendix I to the Offer Document
has therefore been satisfied.
Offer declared unconditional in all respects save for Admission
In addition, Genus announces that the acceptance condition set out in condition
1 of Part A of Appendix I to the Offer Document has now been waived and that the
remainder of the conditions set out in Part A of Appendix I to the Offer
Document have now been satisfied or waived. Accordingly, the Offer has been
declared unconditional in all respects, save for Admission, which is expected to
occur on 2 December 2005.
The Offer will remain open for acceptance until further notice.
Compulsory acquisition and cancellation of listing
As anticipated in the Offer Document, as and when Genus has received valid
acceptances of the Offer in respect of or otherwise acquired 90 per cent. or
more in value of Sygen Shares to which the Offer relates and following
Admission, Genus intends to apply the provisions of sections 428 to 430F of the
Act to acquire compulsorily any outstanding Sygen Shares not acquired or agreed
to be acquired by or on behalf of Genus pursuant to the Offer or otherwise.
Notice is also given that Genus will take steps to procure the application by
Sygen for the cancellation of Sygen's listing on the Official List and from
trading on the London Stock Exchange shortly after Admission. It is anticipated
that cancellation of listing and trading will take effect no earlier than 28
December 2005.
Acceptance of the Offer
Sygen Shareholders who have not yet accepted the Offer are urged to complete and
despatch their Forms of Acceptance by post or by hand by Lloyds TSB Registrars,
The Causeway, Worthing, West Sussex BN99 6DA or by hand (during normal business
hours) only at Lloyds TSB Registrars, Princess House, 1 Suffolk Lane, London
EC4R 0AX in accordance with the instructions set out in the Offer Document and
in the Form of Acceptance as soon as possible andor follow the procedure for
Electronic Acceptance in accordance with instructions set out in the Offer
Document so that settlement occurs as soon as possible.
Settlement of the cash consideration due under the Offer in respect of
acceptances which have been received before Admission and are valid and complete
in all respects will be despatched on or before 14 days following Admission.
Settlement of the consideration in respect of further acceptances, which are
valid and complete in all respects, will be despatched within 14 days of
receipt.
Enquiries:
Genus 01256 347100
John Hawkins, Chairman
Richard Wood, Chief Executive Officer
David Timmins, Finance Director
Bridgewell (Financial Adviser and Nominated Adviser to Genus) 0207 003 3000
Greg Aldridge
Panmure Gordon (Broker to Genus) 0207 459 3600
Edward Farmer
Mark Lander
Buchanan Communications (PR Adviser to Genus) 0207 466 5000
Charles Ryland
Suzanne Brocks
Terms used in this announcement shall have the meaning given to them in the
Offer Document.
Bridgewell, which is authorised and regulated in the United Kingdom by the
Financial Services Authority for investment business activities, is acting as
financial adviser to Genus in connection with the Offer and other matters
referred to in this announcement and no one else and will not be responsible to
anyone other than Genus for providing the protections afforded to clients of
Bridgewell nor for providing advice in relation to the Offer, or the contents of
this announcement or any arrangement referred to herein.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority for investment business activities, is acting for
Genus and no one else and will not be responsible to anyone other than Genus for
providing the protections afforded to customers of Panmure Gordon nor for
providing advice in relation to the Offer, or this announcement or any
arrangement referred to herein.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore persons in
such jurisdictions into which this announcement is released, published or
distributed should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, internet, email, telex or telephone) of interstate or
foreign commerce of, or any facility of a national state or other securities
exchange of, the Excluded Territories and subject to certain exceptions cannot
be accepted by any such use, means, instrumentality or facility or from the
Excluded Territories.
Neither the Offer nor the Placing constitutes an offer of securities for sale,
or the solicitation of an offer to buy, securities in the United States and the
Placing Shares to be issued pursuant to the Placing have not been and will not
be registered under the United States Securities Act of 1933, or under the laws
of any state, district or other jurisdiction of the Excluded Territories and no
regulatory clearances in respect of Placing Shares have been or will be, applied
for in any jurisdiction. Accordingly, unless an exemption under the US
Securities Act of 1933 or other relevant securities laws is applicable, the
Placing Shares are not being, and may not be offered, sold, resold, delivered or
distributed, directly or indirectly, in or into any of the Excluded Territories
or to, or for the account or benefit of, any person resident in any of the
Excluded Territories.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to purchase any
securities, pursuant to the Offer or otherwise. The Offer has been made solely
by the Offer Document and, in the case of Sygen Shares in certificated form, the
Form of Acceptance accompanying the Offer Document, which contain the full terms
and conditions of the Offer, including details of how the Offer may be accepted.
This information is provided by RNS
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