Offer Rejection

RNS Number : 3050J

Sagentia Group PLC

29 March 2010

 



SAGENTIA GROUP PLC

("Sagentia" or the "Company")

Mandatory Offer by Martyn Ratcliffe

The Board of directors of Sagentia notes the announcement made by Mr Martyn Ratcliffe  on 25 March 2010 that an offer document (the "Offer Document") containing details of the offer for the entire issued and to be issued share capital of Sagentia (the "Offer") had been posted to Sagentia shareholders.

The Offer is a mandatory offer as is required under Rule 9 of the City Code on Takeovers and Mergers (the "Code"). This is a result of Mr Ratcliffe's acquisition of 10,512,080 shares in the Company on 22 March 2010 (equivalent to approximately 48.4 per cent. of the issued share capital of Sagentia) at a price of 23.8 pence per share. Rule 9 of the Code states that Mr Ratcliffe is therefore required to make a mandatory cash offer for all the outstanding issued and to be issued share capital of Sagentia not already owned by the Offeror at a price of 23.8 pence per Sagentia Share being the highest price paid by him for any Sagentia Shares.

The Board has met with Mr Ratcliffe with the view to further understanding his intentions for the Company going forward and following these discussions, is pleased to announce they have invited him to attend board meetings as an observer, effective from Monday 29^th March 2010, with the intention to appoint him as a non-executive director on Thursday 15^th April 2010 (being the First Closing Date of the Offer) if no competing bona fide offer for the Company has been announced by that time. Also it is intended that he will be appointed Chairman of the Company at the Company's next AGM. In the interim, Mr Ratcliffe will be visiting the Company's head office near Cambridge and meeting with the Company's senior management and staff. As a 48.4 per cent. shareholder, the Board also considers it appropriate to consult with Mr Ratcliffe on matters of a strategic or material nature during this interim period. The Board notes the statements made in the Offer Document regarding Mr Ratcliffe's intention to undertake a strategic review of the Company and has sought and received assurances from Mr Ratcliffe that he regards his investment in Sagentia as a long term investment and looks forward to working with him to continue to grow the existing business, in addition to looking at other opportunities that are in the long term interests of Sagentia and its shareholders.

The Board believes that the Offer of 23.8p per share undervalues the Company and fails to take into account either the Company's net asset value (as acknowledged in the Offer Document) or its future growth potential.

However, as is required by the Code, the Sagentia Board will write to shareholders by Thursday 8^th April 2010 setting out the full reasons for its rejection of the Offer.  In the meantime, all shareholders are advised to take no action whatsoever and to ignore the Offer. 

Enquiries:

Sagentia Group plc	Arbuthnot Securities
Brent Hudson Guy McCarthy	Antonio Bossi John Prior
[phone]	[phone]
http://www.sagentia.com/investors	http://www.arbuthnot.co.uk

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% of more of any class of "relevant securities" of Sagentia, all "dealings" in any "relevant securities" of Sagentia (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Sagentia, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all dealings in "relevant securities" of Sagentia by the potential offeror or Sagentia, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction (unless the "dealing" is for discretionary clients and the associate is an "exempt fund manager" in which case the "dealing" must be privately disclosed in accordance with Notes 4(b) and 5(b) to Rule 8).

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel. 

The Directors of Sagentia accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of Sagentia (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. 

Arbuthnot Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Sagentia and for no one else in connection with the proposed offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Sagentia for providing the protections afforded to clients of Arbuthnot Securities Limited, or for giving advice to any other person in relation to the proposed offer, the contents of this announcement or any other matter referred to herein.

 

END

 

 

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