Satisfaction of Conditions

Instem plc

07 November 2023

 

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

7 November 2023

RECOMMENDED CASH OFFER

by

ICHOR MANAGEMENT LIMITED

(a newly incorporated company controlled by funds managed by ARCHIMED SAS)

for

INSTEM PLC

Satisfaction of Conditions

On 30 August 2023, the board of directors of Ichor Management Limited ("Bidco"), a newly incorporated company controlled by funds managed by ARCHIMED SAS, and the board of directors of Instem plc ("Instem") announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the entire issued and to be issued share capital of Instem (the "Acquisition"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

The scheme document in respect of the Acquisition was published and made available to Instem Shareholders on 25 September 2023 (the "Scheme Document"). Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Scheme Document.

On 2 November 2023, Instem announced that the Scheme was approved by the Scheme Shareholders at the Court Meeting held on that date and the Special Resolution relating to the implementation of the Scheme was approved by Instem Shareholders at the General Meeting also held on that date (the "Scheme Approval Announcement").

Update on satisfaction of the NSIA Condition

Bidco has received a notification from the Secretary of State that it will not be taking any further action in relation to the Acquisition. The boards of directors of Bidco and Instem are subsequently pleased to confirm that the NSIA Condition as set out in paragraph 3(a) of Part A of Part 3 of the Scheme Document has been satisfied.

The Acquisition remains subject to certain other Conditions, including sanction of the Scheme by the Court at the Sanction Hearing, delivery of a copy of the Court Order to the Registrar of Companies and the satisfaction (or, where applicable, waiver) of the remaining general Conditions set out in Part 3 of the Scheme Document. Subject to the satisfaction (or, where applicable, waiver) of these Conditions, the Scheme is expected to become Effective on 20 November 2023.

The Sanction Hearing to sanction the Scheme has been scheduled to be held on 16 November 2023. A further announcement will be made by Instem following the Sanction Hearing to sanction the Scheme.

Expected timetable of principal events

The expected timetable of principal events for the Scheme remains as set out in the Scheme Approval Announcement released by Instem on 2 November 2023. On the basis that the Scheme becomes Effective on 20 November 2023, the last day of dealings in, and for registration of transfers of, and disablement in CREST of, Instem Shares will be 17 November 2023, with all dealings in Instem Shares being suspended at 7.30 a.m. on 20 November 2023. At 7.00 a.m. on 21 November 2023, the admission of Instem Shares to trading on AIM is expected to be cancelled.

If any of the key dates and/or times set out in the timetable change, Instem will give notice of the change by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Instem's website at https://investors.instem.com.

Enquiries

Instem

Phil Reason                                                                                                                             Via Walbrook

Nigel Goldsmith

Rothschild & Co (Financial Adviser to Instem)

Alistair Allen                                                                                                          Tel: [phone]

Julian Hudson

Tom Palmer

Singer Capital Markets Advisory LLP (Nominated Adviser, Joint Financial Adviser and Joint Broker to Instem)

Peter Steel                                                                                                               Tel: [phone]

Alex Bond

Oliver Platts

Stifel Nicolaus Europe Limited (Joint Broker to Instem)

Ben Maddison                                                                                                        Tel: [phone]

Richard Short

Walbrook Financial PR (Public Relations Adviser to Instem)

Tom Cooper                                                                                                           Tel: [phone]

Nick Rome

Joe Walker

Bidco

Vincent Guillaumot                                                                                                     Tel: [phone]

Anthony Farias

Moelis & Company UK LLP (Financial Adviser to ARCHIMED SAS and Bidco)

Philippe Gallone                                                                                                     Tel: [phone]

Chris Raff

François Saint-Lo

Simon Chaudhuri

Powerscourt (PR adviser to ARCHIMED SAS and Bidco) 

Sarah Macleod                                                                                                        Tel: [phone]

Peter Lambie

Disclaimers

Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as joint financial adviser to Instem and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Instem for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to the acquisition of Instem or any other matters referred to in this announcement. Neither Rothschild & Co nor any of its subsidiaries, branches or affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained in this announcement, the acquisition of Instem or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.

Singer Capital Markets, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as joint financial adviser and nominated adviser to Instem and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Instem for providing the protections afforded to clients of Singer Capital Markets, nor for providing advice in relation to the acquisition of Instem or any other matters referred to in this announcement. Neither Singer Capital Markets nor any of its affiliates (nor their respective directors, partners, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer Capital Markets in connection with this announcement, any statement contained in this announcement, the acquisition of Instem or otherwise. No representation or warranty, express or implied, is made by Singer Capital Markets as to the contents of this announcement.

Moelis, which is regulated by the FCA in the United Kingdom, is acting exclusively for ARCHIMED SAS and Bidco and no one else in connection with the Acquisition and other matters set out in this Announcement and will not be responsible to anyone other than ARCHIMED SAS and Bidco for providing the protections afforded to clients of Moelis, or for providing advice in connection with the Acquisition or any matter referred to herein. Neither Moelis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Moelis in connection with this Announcement, any statement contained herein or otherwise.

Further information

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Instem's website at https://investors.instem.com by no later than 12:00 noon on the Business Day following the date of this announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Instem or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) Instem and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of Instem or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Instem or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Instem or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Instem and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Instem or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by Instem and by any offeror, and Dealing Disclosures must also be made by Instem, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

 

END