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Thursday 15 November, 2012

2IL Orthopaedics Ltd

Offer Document Posted

RNS Number : 2002R
2IL Orthopaedics Limited
15 November 2012
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

 

15 November 2012

 

2IL ORTHOPAEDICS LIMITED

 

POSTING OF OFFER DOCUMENT

 

Further to the announcement made on 12 November 2012 by 2IL Orthopaedics Limited ("2IL") in connection with its recommended cash offer for Corin Group plc, 2IL announces that the Offer Document, which contains, inter alia, the full terms and conditions of the Offer and procedures for acceptance of the Offer, was posted to Corin Shareholders, persons with information rights and other relevant persons, on 14 November 2012, together with the Form of Acceptance.

 

Terms used in this announcement have the meanings given to them in the Offer Document unless stated otherwise.

 

The Offer will initially remain open for acceptance until 1.00 p.m. on 5 December 2012. Although no revision is envisaged, if the Offer is revised it will remain open for acceptance for a period of at least 14 days (or such other period as may be permitted by the Panel) from the date of posting of written notification of the revision to Corin Shareholders.

 

To accept the Offer in respect of Corin Shares in certificated form (that is, NOT in CREST), the Form of Acceptance should be returned as soon as possible and, in any event, so as to be received by post or (during normal business hours only) by hand by Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 1.00 p.m. on 5 December 2012.

 

To accept the Offer in respect of Corin Shares in uncertificated form (that is, in CREST), the procedure for Electronic Acceptance through CREST should be followed so that the TTE instruction settles as soon as possible and, in any event, no later than 1.00 p.m. on 5 December 2012.

 

A copy of the Offer Document will be available free of charge, subject to certain restrictions relating to persons resident in the United States, Canada, Australia and Japan, for inspection on Corin's website at www.coringroup.com during the course of the Offer.

 

 

Enquiries




Panmure Gordon, financial adviser to 2IL

+ 44 (0)20 7886 2500

Tim Linacre


Giles Stewart

Callum Stewart




Corin Group plc

+ 44 (0)1285 659 866

Linda Wilding, Chairman

Peter Huntley, CEO




Rothschild, financial adviser to Corin

+ 44 (0)20 7280 5000

Julian Hudson

James Lyons




College Hill, public relations adviser to Corin

+44 (0) 20 7457 2020

Adrian Duffield

Rozi Morris




Numis Securities, broker to Corin

+44 (0)20 7260 1000

Michael Meade

James Black

Rupert Krefting

 


Further information

 

This announcement is for information only and is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase or subscribe for any securities, or any solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.  The Offer will be effected solely through the Offer Document, which, together with the Form of Acceptance (in relation to Corin Shareholders holding shares in certificated form only) contains the full details, terms and conditions of the Offer, including the details of how to accept the Offer.  This announcement has been issued by and is the sole responsibility of 2IL.

 

Any decision regarding the Offer should be made only on the basis of information referred to in the Offer Document and the Form of Acceptance which was despatched on 14 November 2012 to Corin Shareholders, persons with information rights and, for information only, to participants in the Corin Share Incentive Schemes.

 

Please be aware that addresses, electronic addresses and certain other information provided by Corin Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Corin may be provided to 2IL during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code.

 

Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for 2IL and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than 2IL for providing the protections afforded to clients of Panmure Gordon nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

 

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Corin and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Corin for providing the protections afforded to clients of Rothschild nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

 

Numis Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Corin and no one else in connection with the Offer and this announcement and is not advising, or acting for, any other person and will not be responsible to anyone other than Corin for providing the protections afforded to clients of Numis Securities nor for providing advice in connection with the Offer or for any matter referred to herein.

 

Overseas Shareholders

 

The Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, the United States, Canada, Australia or Japan, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan.  Accordingly, copies of this announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into the United States, Canada, Australia or Japan and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such jurisdiction.

 

This announcement has been prepared for the purpose of complying with English law and the Takeover Code, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

 

Publication of this announcement

 

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in the United States, Canada, Australia and Japan, on www.coringroup.com by no later than 12 noon on 15 November 2012.

 

Neither the contents of Corin's website nor the contents of any website accessible from hyperlinks on such website (or any other website) is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision regarding the matters referred to in this announcement.

 

The Offer is subject to the provisions of the Takeover Code.  In accordance with Rule 30.4 of the City Code on Takeovers and Mergers (the "Takeover Code"), a copy of this announcement will be published on Corin's website at www.coringroup.com.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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