Offer Update
Genus PLC
02 December 2005
2 December 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
Offer unconditional in all respects
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.
Further to the announcement made by Genus on 25 November 2005 and following
admission of the Enlarged Share Capital to trading on AIM which occurred earlier
today, the Board of Genus is pleased to announce that the final condition to the
Offer has now been satisfied and that the Offer has become unconditional in all
respects.
As at 3.00 p.m. on 1 December 2005, Genus either owned or had received valid
acceptances of the Offer in respect of a total number of 278,719,020 Sygen
Shares, representing approximately 94.39 per cent. of the issued ordinary share
capital of Sygen.
Compulsory acquisition and cancellation of listing
As valid acceptances of the Offer have been received in respect of more than
nine-tenths in value of the Sygen Shares to which the Offer relates, 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. Accordingly Genus
will shortly be posting formal notices pursuant to section 429(4) of the
Companies Act 1985 to those Sygen Shareholders who have not at that time validly
accepted the Offer.
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 and/or 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 within 14 days of today's date. 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
Fred Ward
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
The company news service from the London Stock Exchange