Synexus Clinical Research PLC
26 November 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
26 November 2007
Synexus Clinical Research PLC (the "Company")
Result of General Meeting
The Company is pleased to announce that the resolution placed before Synexus
Shareholders at the General Meeting held at noon today has been passed. As a
result the arrangements between Sigma Acquisitions and various members of the
Company's management team as set out in the Offer Document of Sigma Acquisitions
dated 7 November 2007 have now been approved and the Recommended Cash Offer can
now proceed.
The Recommended Cash Offer is at a price of 78p for each Synexus Share. The
Independent Directors of Synexus, who have been so advised by Brewin Dolphin,
consider the terms of the Offer to be fair and reasonable. In providing advice
to the Independent Directors, Brewin Dolphin has taken into account the
Independent Directors' commercial assessments.
Synexus Shareholders are reminded that the first closing date for the
Recommended Cash Offer is 3.00pm on 28 November 2007.
Enquiries:
Synexus Clinical Research PLC
Malcolm Hughes, Chairman 07785 224008
Brewin Dolphin Limited (Financial and Nominated Adviser to the Company)
Mark Brady 0845 270 8600
Richard Evans
The distribution of this announcement into jurisdictions other than the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes 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 Directors of the Company accept responsibility for the information contained
in this announcement. To the best of knowledge and belief of the Directors, who
have taken all reasonable care to ensure 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.
Brewin Dolphin Limited is acting for the Company and no one else in connection
with this announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Brewin Dolphin
Limited or for providing advice in relation to the contents of this
announcement.
Terms used in this announcement are as defined in the Offer Document of Sigma
Acquisitions Limited dated 7 November 2007.
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% or more of any class of "relevant securities" of the Company, all "dealings"
in any "relevant securities" of that company (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 3:30pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the 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 the Company, 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 the Company by Sigma Acquisitions Limited or the Company, 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.
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 the 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.
This information is provided by RNS
The company news service from the London Stock Exchange
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Obtains access to the information in a personal capacity;
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Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
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