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Thursday 06 December, 2012

2IL Orthopaedics Ltd

Offer Extended

RNS Number : 8641S
2IL Orthopaedics Limited
06 December 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

 

6 December 2012

 

RECOMMENDED CASH OFFER

 

By

 

2IL ORTHOPAEDICS LIMITED

 

For

 

CORIN GROUP PLC

 

 

OFFER EXTENDED AND THRESHOLD FOR ACCEPTANCE CONDITION REDUCED

 

 

Introduction

 

On 12 November 2012, the Boards of 2IL Orthopaedics Limited ("2IL") and Corin Group PLC ("Corin") announced that they had reached an agreement on the terms of a recommended cash offer to be made by 2IL for the entire issued and to be issued ordinary share capital of Corin (the "Offer").

 

Level of Acceptances

 

2IL announces that, as at 1 p.m. on 5 December 2012, the first closing date of the Offer, 2IL had received valid acceptances of the Offer in respect of a total of 30,177,805 Corin Shares, representing approximately 70.53 per cent. of the existing issued share capital of Corin.

 

Of these acceptances, acceptances have been received in respect of 14,756,084 Corin Shares, representing approximately 34.5 per cent. of the current issued share capital of Corin which were subject to an irrevocable commitment procured by 2IL. 

 

2IL has received letters of intent to accept the Offer in respect of a further 6,225,047 Corin Shares, representing approximately 14.5 per cent. of the current issued share capital of Corin.

 

Neither 2IL nor any person acting on concert with 2IL for the purposes of the Offer held any Corin Shares (or rights over such shares) before 6 November 2012, the first day of the Offer Period, nor has any such person acquired or agreed to acquire any such shares (or rights over such shares) since the commencement of the Offer Period. Neither 2IL nor any person acting on concert with 2IL for the purposes of the Offer borrowed or lent any Corin Shares before 6 November 2012, the first day of the Offer Period, nor has any such person borrowed or lent any Corin Shares since the commencement of the Offer Period.

 

Offer Extended and Threshold for Acceptance Condition Reduced

 

2IL announces that it has chosen to extend the Offer until 1 p.m. on 12 December 2012.  2IL reserves the right to further extend the Offer in its absolute discretion.

 

2IL also announces that it has chosen to reduce the threshold for the acceptance condition under the Offer to Corin Shares carrying not less than 75 per cent. in nominal value of the shares to which the Offer relates, and not less than 75 per cent. of the voting rights carried by the shares to which the Offer relates.

 

Acceptance of the Offer

 

Corin Shareholders who have not yet accepted the Offer are encouraged to do so without delay.  Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document and (and in the case of shares held in certificated form) the Form of Acceptance.

 

The Offer Document and Form of Acceptance (in the case of Corin Shareholders holding Corin Shares in certificated form) have been sent to Corin Shareholders in hard copy and are available on the Corin website (www.coringroup.com), subject to restrictions relating to persons in certain overseas jurisdictions.

 

Squeeze-out and De-listing

 

If 2IL receives acceptances under the Offer in respect of, or otherwise acquires Corin Shares, representing 75 per cent. or more of the existing issued share capital of Corin, or otherwise believes that a resolution to de-list Corin will be passed by the requisite majority, it will seek to de-list Corin Shares as soon as reasonably practicable.

 

If 2IL receives acceptances under the Offer in respect of, and/or otherwise acquires, both 90 per cent. or more in value of the Corin Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by those shares and assuming that all of the other conditions of the Offer have been satisfied or waived (if capable of being waived), 2IL intends to exercise its rights in accordance with sections 974 to 991 of the 2006 Act to acquire compulsorily the remaining Corin Shares on the same terms as the Offer.

 

Terms used but not defined in this announcement shall have the meaning given to them in the Offer Document dated 14 November 2012.

 

Enquiries

 

 

 

Panmure Gordon, financial adviser to 2IL

+ 44 (0)20 7886 2500

Hugh Morgan

 

Giles Stewart

Callum Stewart

 

 

 

 

 

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.

 

Overseas jurisdictions

 

The Offer is not and 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.

 

Disclosure requirements of the Takeover Code (the "Code")

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the Offeree company or of any paper bidder must make a Dealing Disclosure if the person deals in any relevant securities of the Offeree company or of any paper bidder. 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) the Offeree company and (ii) any paper bidder, 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 pm (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 an Offeree company or a paper bidder, they will be deemed to be a single person for the purpose of Rule 8.3.

 

Details of the Offeree and bidder 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 bidder was first identified. If you are in any doubt as to whether you are required to make a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

 

 


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