Information  X 
Enter a valid email address
  Print      Mail a friend       More announcements

Monday 12 November, 2012

2IL Orthopaedics Ltd

Offer for Corin Group PLC

RNS Number : 8310Q
2IL Orthopaedics Limited
12 November 2012
 

PART I

 

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

 

12 November 2012

 

RECOMMENDED CASH OFFER

 

By

 

2IL ORTHOPAEDICS LIMITED

 

For

 

CORIN GROUP PLC

 

 

·     The Boards of 2IL Orthopaedics Limited ("2IL") and Corin Group PLC ("Corin") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by 2IL for the entire issued and to be issued share capital of Corin (the "Offer").

 

·     Under the terms of the Offer:

Corin Shareholders will receive 70 pence in cash per Corin Share.

 

·     The Offer represents a premium of:

 

(i)                21.7 per cent. to the Closing Price of 57.5 pence per Corin Share on 5 November 2012 (being the last Business Day prior to the announcement by Corin that it was in advanced discussions with 2IL);

 

(ii)               33.5 per cent. to the average Closing Price per Corin Share of approximately 52.4 pence over the six month period ended 5 November 2012 (being the last Business Day prior to the announcement by Corin that it was in advanced discussions with 2IL); and

 

(iii)              98.6 per cent. to the lowest Closing Price per Corin Share of 35.3 pence over the 12 month period ended 5 November 2012 (being the last Business Day prior to the announcement by Corin that it was in advanced discussions with 2IL).

 

·     The Offer values the entire issued and to be issued ordinary share capital of Corin at approximately £30.5 million (assuming the exercise of all outstanding options which carry an exercise price of less than 70 pence per share, net of proceeds). 

 

·     2IL is a new company incorporated in England and Wales that has been formed by the 2IL Shareholders for the purpose of making the Offer.

 

·     The Corin Directors, who have been so advised by Rothschild, consider the terms of the Offer to be fair and reasonable.  In providing advice to the Corin Directors, Rothschild has taken into account the commercial assessment of the Corin Directors.

 

·     Accordingly, the Corin Directors intend to recommend unanimously that Corin Shareholders accept the Offer, as they have irrevocably undertaken to do in respect of their entire beneficial holdings, which, in aggregate, amount to 75,000 Corin Shares, representing approximately 0.18 per cent. of Corin's issued ordinary share capital.

 

·     As at the date of this announcement, 2IL has received irrevocable undertakings to accept the Offer in respect of a total of 14,756,084 Corin Shares, representing, in aggregate, approximately 34.5 per cent. of Corin's existing issued share capital, comprised as follows:

 

from each of the Corin Directors in respect of their entire beneficial holdings which amount to 75,000 Corin Shares, representing, in aggregate, approximately 0.18 per cent. of the existing issued share capital of Corin; and

 

from certain institutional investor Corin Shareholders, namely Aberforth Partners LLP and Schroder Investment Management Limited, in respect of 14,681,084 Corin Shares representing, in aggregate, approximately 34.3 per cent. of the existing issued share capital of Corin.

 

·     Further, 2IL has received letters of intent from Legal & General Investment Management Limited and BlackRock Investment Management (UK) Limited, to accept the Offer in respect of 10,277,394 Corin Shares, representing, in aggregate, 24.0 per cent. of the existing issued share capital of Corin. 

 

Commenting on the Offer, Linda Wilding, Chairman of Corin said:

 

"Under Peter Huntley's leadership, Corin has significantly invested in and successfully developed a range of new and revised hip and knee products.  It now has a comprehensive product portfolio showing good organic growth which has substantially reduced the Group's historical reliance on its metal on metal products.

 

The Group is now successfully competing on the world stage but in an industry dominated by much larger players, lacks the necessary scale to leverage its investments and operational infrastructure.

 

Today's offer enables shareholders to realise a significant cash premium to Corin's recent share price and provides an attractive opportunity for our customers and employees to benefit from the further investments planned in the Group."

 

Commenting on the Offer, Marco Fumagalli, Director of 2IL said:

 

"Peter began the task of turning Corin into an expanding medical devices business with a platform of fantastic modern products. We are delighted to be able to offer a growing future to the business and look forward to completing our offer and working with all at Corin to deliver our goals."

 

This summary should be read in conjunction with the full text of the following announcement including the Appendices.  The Conditions and certain further terms of the Offer are set out in Appendix I to this announcement.  Appendix II contains details of the irrevocable undertakings and letters of intent given to 2IL.  Appendix III sets out the source and bases of certain financial and other information contained in this announcement.  Appendix IV contains the definitions of certain terms used in this announcement.

 

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) will contain 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 2IL intends to despatch shortly 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.

 

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

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an Offeree company or of any paper bidder (being any bidder other than a bidder 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 paper bidder 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) the Offeree company and (ii) any paper bidder(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper bidder is first identified. Relevant persons who deal in the relevant securities of the Offeree company or of a paper bidder 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% 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.

 

Opening Position Disclosures must also be made by the Offeree company and by any bidder and Dealing Disclosures must also be made by the Offeree company, by any bidder 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 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 an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

 

Cautionary note regarding forward-looking statements

 

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Corin Group and certain plans and objectives of the boards of directors of Corin and 2IL.  These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.  Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning.  These statements are based on assumptions and assessments made by the boards of directors of Corin and 2IL in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.  By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.  Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement.  Corin and 2IL assume no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

 

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 out in this announcement since such date.  Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Corin or 2IL except where expressly stated.

 

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 13 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.

 



PART II

 

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

 

12 November 2012

 

RECOMMENDED CASH OFFER

 

By

 

2IL ORTHOPAEDICS LIMITED

 

For

 

CORIN GROUP PLC

 

 

1.           Introduction

 

The Boards of 2IL and Corin are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by 2IL to acquire the entire issued and to be issued ordinary share capital of Corin.

 

2.           The Offer

 

The Offer, which shall be on the terms and subject to the conditions and further terms set out in the Offer Document and, in respect of shares in certificated form, in the accompanying Form of Acceptance, will be made on the following basis:

 

              for each Corin Share                                    70 pence in cash

 

The Offer represents a premium of:

 

(i)                21.7 per cent. to the Closing Price of 57.5 pence per Corin Share on 5 November 2012 (being the last Business Day prior to the announcement by Corin that it was in advanced discussions with 2IL);

 

(ii)               33.5 per cent. to the average Closing Price per Corin Share of approximately 52.4 pence over the six month period ended 5 November 2012 (being the last Business Day prior to the announcement by Corin that it was in advanced discussions with 2IL); and

 

(iii)              98.6 per cent. to the lowest Closing Price per Corin Share of 35.3 pence over the 12 month period ended 5 November 2012 (being the last Business Day prior to the announcement by Corin that it was in advanced discussions with 2IL).

 

The Offer values the entire issued and to be issued ordinary share capital of Corin at approximately £30.5 million (assuming the exercise of all outstanding options which carry an exercise price of less than 70 pence per share, net of proceeds). 

 

The Offer will extend to all Corin Shares unconditionally allotted or issued and fully paid on the date of the Offer (excluding any treasury shares except to the extent these cease to be held as treasury shares before such date as 2IL may determine) and any Corin Shares which are unconditionally allotted or issued and fully paid (including pursuant to the exercise of options under the Corin Share Incentive Schemes) whilst the Offer remains open for acceptance or by such earlier date as 2IL may, subject to the Takeover Code, decide, not being earlier than the date on which the Offer becomes unconditional as to acceptances.

 

3.           Recommendation

 

The Corin Directors, who have been so advised by Rothschild, consider the terms of the Offer to be fair and reasonable.  In providing advice to the Corin Directors, Rothschild has taken into account the commercial assessment of the Corin Directors.

 

Accordingly, the Corin Directors intend to recommend unanimously that Corin Shareholders accept the Offer, as they have irrevocably undertaken to do in respect of their entire beneficial holdings, which, in aggregate, amount to 75,000 Corin Shares, representing approximately 0.18 per cent. of Corin's issued ordinary share capital.

 

4.           Background to and Reasons for the Offer

 

2IL believes that the acquisition of Corin represents an attractive opportunity due its brand, position in the market and its product portfolio; its existing direct global sales operation, distributor network and customer relationships; and its potential as a platform for further growth, both organically and through acquisition.

 

With the combined experience and expertise of the 2IL Shareholders, 2IL is well placed to assist Corin to develop more rapidly and execute its strategy to broaden its hip and knee portfolio; to continue to innovate through developing new implant solutions; and to strengthen its international revenues by increasing its global sales presence.  Through certain key shareholders, 2IL will have access to substantial financial resources to support Corin by investing in the business to drive future growth and to explore additional acquisition opportunities and the application of new technologies.

 

5.           Background to and Reasons for the Recommendation

Following a strategic review of the Company that was completed in the first half of 2008, Corin implemented a revised strategy to provide hip and knee implant solutions that address genuine clinical need across a more balanced group of growth opportunities.  Over the last four years, Corin has executed this strategy by investing in its portfolio and refocusing away from metal on metal bearing ("MoM") hip products, in order to develop a leading portfolio offering a full continuum-of-care within the hip sector and a new total knee system. Corin now has a comprehensive product portfolio demonstrating underlying organic growth with reduced reliance on MoM products.  In addition, Corin has successfully built partnerships with other medical technology companies to expand its product offering, most notably through extending the agreement with LARS to promote and distribute its artificial ligaments.

 

Despite this progress, there remain a number of significant challenges facing the business:

 

·     Corin continues to be impacted by the industry-wide decline in MoM hip products and the litigious environment surrounding this product sector;

 

·     Corin has an international infrastructure that can support significantly higher product volumes, however the Company has not yet built sufficient scale to leverage fully the overheads of the business;

 

·     Corin requires greater access to capital in order to accelerate organic growth and to allow strategic acquisitions to increase the scale of the business to optimise its overhead base; and

 

·     Corin's share price has shown no significant appreciation in value over the last four years.

 

In arriving at their unanimous decision to recommend the Offer, the Corin Directors took into account that the terms represent a significant premium, in cash, equivalent to:

 

(i)                21.7 per cent. to the Closing Price of 57.5 pence per Corin Share on 5 November 2012 (being the last Business Day prior to the announcement by Corin that it was in advanced discussions with 2IL);

 

(ii)               33.5 per cent. to the average Closing Price per Corin Share of approximately 52.4 pence over the six month period ended 5 November 2012 (being the last Business Day prior to the announcement by Corin that it was in advanced discussions with 2IL); and

 

(iii)              98.6 per cent. to the lowest Closing Price per Corin Share of 35.3 pence over the 12 month period ended 5 November 2012 (being the last Business Day prior to the announcement by Corin that it was in advanced discussions with 2IL).

 

In addition the Corin Directors have reviewed and considered the Company's recent financial performance, the outlook for the current financial year, and the strategic ambitions set out in the business plan developed by Corin's management under the leadership of Peter Huntley.  The Corin Board has also considered a number of alternative strategic options over the past two years.

 

In the light of the above factors, the Corin Directors have concluded that the Offer Price of 70 pence per Corin share represents an attractive opportunity for Corin Shareholders to achieve a full and fair valuation in cash for their shares and intend to recommend unanimously that Corin's Shareholders accept the Offer.

 

6.           Information Relating to 2IL and to the 2IL Shareholders

 

2IL is a new company incorporated in England and Wales by the 2IL Shareholders specifically for the purpose of making the Offer.  2IL has not traded since incorporation, nor entered into any obligations other than in connection with the implementation of the Offer and no financial information is available or has been published in respect of 2IL.

 

As at the date of this announcement, the entire issued share capital of 2IL comprises five ordinary shares of £1.00 each and each 2IL Shareholder holds one ordinary share of £1.00 in the capital of 2IL.  Details of the 2IL Shareholders are as follows:

 

IP

 

IP is a private and independent investment company controlled by the Denegri family.  Based in Italy, it operates in Europe and internationally, specialising in leveraged buy-outs and management buy-outs and mainly focused on investments in the healthcare sector.  IP is the controlling shareholder of Diasorin S.p.A, a diagnostic company listed on Borsa Italiana S.p.A (the Milan stock exchange) with a market capitalisation of approximately €1,500 million.  The current value of IP's portfolio is approximately €700 million.

Hunt Capital

Hunt Capital is a special purpose vehicle controlled by Volk Capital Limited, a company indirectly owned and controlled by Mr Marcello Comoli.  Avior SA, a company whose ultimate beneficial owners are members of the Rossi family, holds a 40 per cent. interest in Hunt Capital.   

IDeA

IDeA is an Italian closed-end fund reserved to qualified investors, taking minority stakes in select co-investment and club deal opportunities alongside professional investors which is managed by IDeA Capital Funds SGR SPA, a leading independent Italian management company of private equity funds of funds and direct investments through private equity direct funds with domestic and international exposure.  The business is regulated by both the Bank of Italy and Consob (the Italian financial regulator).  IDeA is based in Italy and is fully owned by DeA Capital SPA, an Italian listed company.

Stefano Alfonsi

Stefano Alfonsi has many years' experience at senior management level in the healthcare sector, including at Johnson and Johnson, DePuy and Covidien and most recently as Chief Executive Officer of Lima Corporate.

The John Trustees

The Gerald John Primary Trust is a discretionary trust established by Gerald John's late father Derek Richard John for the benefit of Gerald Richard John and his descendants, the spouses and widows of any of the aforegoing and any trust established for the benefit directly or indirectly of any of the aforegoing.  Gerald John has significant and relevant experience in the healthcare sector.  He has owned and operated a market-leading orthopaedics distributor in South Africa with more than a 50 per cent. market share prior to its sale to Johnson and Johnson.

7.           Information Relating to Corin

 

Corin is a leading designer, manufacturer and distributor of orthopaedic products which has pioneered a number of landmark orthopaedic developments since being established in 1985.  Corin's portfolio of products includes the Cormet, Trinity, TriFit, MiniHip and MetaFix hip replacement technologies as well as the Uniglide, Unity Knee and Rotaglide knee replacement systems.  Corin's wider portfolio includes the Zenith total ankle replacement system and the LARS soft tissue treatment options.  Using its own sales teams combined with a global network of trusted distributors, Corin supplies the orthopaedic market throughout the world.

 

Further information relating to Corin will be contained in the Offer Document.

 

8.           Irrevocable Undertakings and Letters of Intent

 

2IL has received irrevocable undertakings to accept the Offer in respect of a total of 14,756,084 Corin Shares, representing, in aggregate, approximately 34.5 per cent. of Corin's existing issued share capital, comprised as follows:

 

(a)          from each of the Corin Directors in respect of their entire beneficial holdings.  Those holdings amount to 75,000 Corin Shares, representing, in aggregate, approximately 0.18 per cent. of the existing issued share capital of Corin.  These irrevocable undertakings will continue to be binding even in the event of a higher offer for Corin;

 

(b)          from Aberforth Partners LLP in respect of its entire holding of 6,848,499 Corin Shares, representing approximately 16.0 per cent. of the existing issued share capital of Corin.  This undertaking will cease to be binding if an announcement is made in accordance with Rule 2.7 of the Code of a competing offer which represents, in the opinion of Aberforth Partners LLP, a value of not less than 7 pence per Corin Share more than the Offer Price; and

 

(c)          from Schroder Investment Management Limited in respect of its entire holding of 7,832,585 Corin Shares, representing 18.3 per cent. of the existing issued share capital of Corin.  This undertaking will cease to be binding if a third party announces a firm intention to make or makes a general offer to acquire the whole of the issued and to be issued ordinary share capital of Corin on terms which represent (in the opinion of Schroder Investment Management Limited) an improvement of 10 per cent. on the Offer Price.

 

In addition, 2IL has also received letters of intent to accept the Offer in respect of, in aggregate, 10,277,394 Corin Shares, representing approximately 24.0 per cent. of the existing issued share capital of Corin, comprised as follows:

 

(d)        from Legal & General Investment Management Limited, in respect of 6,225,047 Corin Shares, representing 14.5 per cent. of the existing issued share capital of Corin; and

 

(e)        from BlackRock Investment Management (UK) Limited, in respect of such Corin Shares the voting rights to which it is able to control at the time at which it accepts the Offer. As set out in such letter of intent, at the close of business on 9 November 2012, BlackRock Investment Management (UK) Limited controlled 4,052,347 Corin Shares, representing 9.5 per cent. of the existing issued share capital of Corin.

 

9.           Financing the Offer

 

The consideration payable under the Offer will be funded entirely through the existing cash resources of the 2IL Shareholders, with no requirement for any funding from third party providers of debt finance to 2IL or any of the 2IL Shareholders.  Details of the equity financing structure will be set out in the Offer Document.

 

Panmure Gordon, financial adviser to 2IL, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Corin Shareholders under the terms of the Offer.

 

10.         Management and Employees

 

2IL holds in very high regard the achievements and expertise of Corin's management and employees.  Accordingly, the Board of 2IL has given assurances to the Board of Corin that, upon the Offer becoming or being declared unconditional in all respects, the existing employment rights of all Corin Group employees will continue to be safeguarded and their accrued rights to pensions benefits protected. 2IL's plans do not involve any material change to the conditions of employment of Corin's employees, nor are there any current plans to change the principal locations of Corin's business. 

 

Stefano Alfonsi will be appointed Chief Executive Officer of Corin subject to and with effect from the Offer becoming or being declared unconditional in all respects.  2IL has agreed that, upon the Offer becoming or being declared unconditional in all respects, the current Chief Executive Officer of Corin, Peter Huntley, will assist Stefano Alfonsi and the management team with a view to a smooth handover of operations for a short period before leaving the Corin business.  Terms have been agreed pursuant to which Peter Huntley will receive an amount equal to his annual salary in lieu of his entitlement to a 12 month notice period under his service contract.

 

The Chairman and David Young have agreed to resign from the Corin Board subject to and with effect from the Offer becoming or being declared unconditional in all respects.  Terms have been agreed pursuant to which the Chairman and David Young will each receive an amount equal to one month's fee due under their respective letters of appointment, in each case in compensation for loss of office and in full and final settlement of all and any claims he or she may have against the Corin Group in respect of his or her holding office.

11.         Corin Share Incentive Schemes

 

The Offer extends to any Corin Shares which are unconditionally allotted or issued whilst the Offer remains open for acceptance (or by such earlier time(s) and/or date(s) as 2IL may, subject to the Takeover Code and/or with the consent of the Panel, determine) as a result of the exercise of options or other awards granted under the Corin Share Incentive Schemes.

As soon as practicable after the despatch of the Offer Document, 2IL will make appropriate proposals to participants in the Corin Share Incentive Schemes to the extent that their options or awards granted under the Corin Share Incentive Schemes have not been exercised.  As at the date of this announcement, there were outstanding options granted over 1,119,585 Corin Shares at an exercise price lower than the Offer Price.

12.         Compulsory Acquisition, Delisting and Cancellation of Trading in Corin Shares

 

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.

 

Following the Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the UK Listing Authority, 2IL intends to procure that Corin applies to the UK Listing Authority for the removal of Corin Shares from the Official List and to the London Stock Exchange for cancellation of trading in Corin Shares on its market for listed securities.  It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional in all respects. Delisting and the cancellation of trading of Corin Shares will significantly reduce the liquidity and marketability of any Corin Shares not acquired by 2IL.

 

13.         Disclosure of Interests in Relevant Securities

 

2IL confirms that it is today making an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Takeover Code.

 

14.         Documentation

 

The Offer Document will be published and sent to Corin Shareholders and, for information only, to participants in the Corin Share Incentive Schemes, as soon as reasonably practicable following and, in any event, within 28 days of, the date of this announcement and will be available on www.coringroup.com by no later than 12 noon on the business day following posting.  A copy of this announcement, together with the irrevocable undertakings and letters of intent referred to above, will be made available on www.coringroup.com by no later than 12 noon on 13 November 2012 until the Offer closes. 

 

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

Adrian Duffield

Rozi Morris

+44 (0)20 7457 2020



Numis Securities, broker to Corin

Michael Meade

James Black

Rupert Krefting

 

+44 (0)20 7260 1000

 

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) will contain 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 2IL intends to despatch shortly 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.

 

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

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an Offeree company or of any paper bidder (being any bidder other than a bidder 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 paper bidder 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) the Offeree company and (ii) any paper bidder(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper bidder is first identified. Relevant persons who deal in the relevant securities of the Offeree company or of a paper bidder 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% 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.

 

Opening Position Disclosures must also be made by the Offeree company and by any bidder and Dealing Disclosures must also be made by the Offeree company, by any bidder 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 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 an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

 

Cautionary note regarding forward-looking statements

 

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Corin Group and certain plans and objectives of the boards of directors of Corin and 2IL.  These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.  Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning.  These statements are based on assumptions and assessments made by the boards of directors of Corin and 2IL in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.  By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.  Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement.  Corin and 2IL assume no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

 

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 out in this announcement since such date.  Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Corin or 2IL except where expressly stated.

 

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 13 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.

 



APPENDIX I

 

COnditions of the Offer

 

The Offer will be conditional upon:

 

(a)          valid acceptances of the Offer being received (and not, where permitted, withdrawn) by 1.00 p.m. on the date that is the twenty first day after the date of the Offer Document (or such later time(s) and/or date(s) as 2IL may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of not less than 90 per cent. (or such lesser percentage as 2IL may decide) in nominal value of the shares to which the Offer relates, and not less than 90 per cent. (or such lesser percentage as 2IL may decide) of the voting rights carried by the shares to which the Offer relates, provided that this condition will not be satisfied unless 2IL and/or any of its associates shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Corin Shares carrying in aggregate more than 50 per cent. of the voting rights then exercisable at a general meeting of Corin including, to the extent (if any) required by the Panel, any voting rights attaching to any Corin Shares which are unconditionally allotted before the Offer becomes or is declared unconditional as to acceptances pursuant to the exercise of any outstanding conversion or subscription rights or otherwise.  For the purposes of this condition:

 

              (i)               Corin Shares which have been unconditionally allotted shall be deemed to carry the voting rights which they will carry upon issue; and

 

              (ii)              the expressions "shares to which the Offer relates" and "associates" shall be construed in accordance with sections 974 to 991 of the 2006 Act;

 

(b)          the German Federal Cartel Office (Bundeskartellamt) (the "FCO") having:

 

              (i)               cleared the Offer following a Phase 1 investigation; or

 

              (ii)              notified 2IL or any other relevant party that the Offer does not fulfil the conditions for a notification,

 

              or, if no such clearance or notice by the FCO is made, the time limit set out in the first sentence of Section 40(1) of the German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen) having expired without the FCO having notified 2IL or any other relevant party that it has started an in-depth investigation (Hauptprüfverfahren);

 

(c)          no government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority, court, trade agency, association or institution or professional or environmental body in any jurisdiction in which Corin carries on business (each a "Third Party") having instituted, implemented or threatened or having announced its intention to institute, implement or threaten any action, proceedings, suit, investigation, enquiry or reference or having required any action to be taken or information to be provided or otherwise having done anything or having made, proposed or enacted any statute, regulation, order or decision or having done anything which would or might reasonably be expected to:

 

              (i)               make the Offer or its implementation, or the acquisition or the proposed acquisition by 2IL of any shares or other securities in, or control of, Corin or any of its subsidiaries or subsidiary undertakings void, illegal or unenforceable under the laws of any jurisdiction, or otherwise directly or indirectly materially restrain, prohibit, restrict, prevent or delay the same to a material extent or impose additional materially adverse conditions or financial or other obligations with respect thereto, or otherwise materially challenge or interfere therewith;

 

              (ii)              require, prevent or materially delay the divestiture or materially alter the terms envisaged for any proposed divestiture by any member of the Corin Group of all or any material portion of their respective businesses, assets or property, or (to an extent which is material in the context of the Offer or the Corin Group taken as a whole) impose any limit on the ability of any of them to conduct their respective businesses (or any of them) or to own or control any of their respective assets or properties or any part thereof;

 

              (iii)             impose any material limitation on, or result in any material delay in, the ability of 2IL or any member of the Corin Group to acquire, hold or exercise effectively, directly or indirectly, all or any rights of ownership of Corin Shares or any shares or securities convertible into Corin Shares or to exercise voting or management control over any member of the Corin Group in any such case which is material in the context of the Corin Group taken as a whole;

 

              (iv)             require 2IL and/or any member of the Corin Group to acquire or offer to acquire or repay any shares or other securities in and/or indebtedness of any member of the Corin Group owned by or owed to any Third Party in circumstances which would impose on 2IL or any member of the Corin Group a liability which is material in the context of the Corin Group taken as a whole; or

 

              (v)              otherwise adversely affect any or all of the businesses, assets or profits or financial or trading position of any member of the Corin Group or 2IL to an extent which is material in the context of the Offer or the Corin Group taken as a whole,

 

              and all applicable waiting and other time periods during which any Third Party could institute, implement or threaten any such action, proceedings, suit, investigation, enquiry or reference under the laws of any jurisdiction in which Corin carries on business, having expired, lapsed or been terminated;

 

(d)          all necessary filings and applications having been made and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulations of any jurisdiction in which Corin carries on business having expired, lapsed or been terminated and all statutory or regulatory obligations in any jurisdiction in which Corin carries on business having been complied with in each case as may be necessary in connection with the Offer and its implementation or the acquisition or proposed acquisition by 2IL of any shares or other securities in, or control of, Corin and all authorisations, orders, recognitions, grants, consents, clearances, confirmations, licences, certificates, permissions and approvals ("Authorisations") which are material and necessary for or in respect of the Offer or the acquisition or proposed acquisition by 2IL of any shares or other securities in, or control of, Corin or the carrying on by any member of the Corin Group of its business or in relation to the affairs of any member of the Corin Group having been obtained in terms and in a form reasonably satisfactory to 2IL from all appropriate Third Parties or persons with whom any member of the Corin Group has entered into material contractual arrangements and all such Authorisations remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or written intimation of any intention to revoke, suspend, restrict or amend or not renew the same at the time at which the Offer becomes or is declared wholly unconditional in each case where the absence of such Authorisation would have a material adverse effect on the Corin Group taken as a whole or on 2IL;

 

(e)          except as publicly announced by Corin prior to 12 November 2012 through a Regulatory Information Service (a "RIS") or disclosed in writing to 2IL or its advisers prior to 12 November 2012 or as disclosed in the annual report and accounts of Corin for the year ended 31 December 2011 or in the interim results announcement of Corin for the six months ended 30 June 2012, there being no provision of any arrangement, agreement, licence or other instrument to which any member of the Corin Group is a party or by or to which any such member or any of its respective assets is or are or may be bound, entitled or subject or any circumstance which, in consequence of the making or implementation of the Offer or the proposed acquisition of any shares or other securities in, or control of, Corin by 2IL, or because of a change in the control or management of Corin or otherwise, could reasonably be expected to result in (to an extent which is material in the context of the Corin Group taken as a whole):

 

              (i)               any indebtedness or liabilities actual or contingent of, or any grant available to, any member of the Corin Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or capable of being withdrawn or inhibited;

 

              (ii)              the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property, assets or interests of any member of the Corin Group or any such security (whenever created, arising or having arisen) being enforced or becoming enforceable;

 

              (iii)             any such arrangement, agreement, licence or instrument or the rights, liabilities, obligations, or interests of any member of the Corin Group under any such arrangement, agreement, licence or instrument (or any arrangement, agreement, licence or instrument relating to any such right, liability, obligation, interest or business) or the interests or business of any such member in or with any other person, firm, company or body being or becoming capable of being terminated or adversely modified to a material extent or adversely affected to a material extent or any materially adverse action being taken or any materially onerous obligation or liability arising thereunder;

 

              (iv)             any asset or interest of any member of the Corin Group being or falling to be disposed of or charged (otherwise than in the ordinary course of business) or ceasing to be available to any member of the Corin Group or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Corin Group;

 

              (v)              any member of the Corin Group ceasing to be able to carry on business under any name under which it presently does so;

 

              (vi)             2IL or any member of the Corin Group being required to acquire or repay any shares in and/or indebtedness of any member of the Corin Group owned by any Third Party;

 

              (vii)            any material adverse change in or material adverse effect on the ownership or use of any intellectual property rights owned or used by any member of the Corin Group; or

 

              (viii)           the creation of any material liability, actual or contingent, by any such member,

 

              and no event having occurred which, under any provision of any such arrangement, agreement, licence or other instrument, might reasonably be expected to result in any of the events referred to in this condition (e) to an extent which would be material in the context of the Corin Group taken as a whole;

 

(f)           since 31 December 2011 and except as disclosed in Corin's annual report and accounts for the year ended 31 December 2011 or in the interim results announcement of Corin for the six months ended 30 June 2012, or as disclosed by or on behalf of Corin to 2IL or its advisers in writing prior to 12 November 2012 or as otherwise publicly announced by Corin on or prior to 12 November 2012 through a RIS, no member of the Corin Group having:

 

              (i)               issued or agreed to issue or authorised or proposed the issue of additional shares or securities of any class, or securities convertible into or exchangeable for shares, or rights, warrants or options to subscribe for or acquire any such shares, securities or convertible securities (save for issues between Corin and any of its wholly-owned subsidiaries or between such wholly-owned subsidiaries and save for options granted under the Corin Share Incentive Schemes before 12 November 2012 or the issue of any Corin Shares allotted upon the exercise of options granted before 12 November 2012 under the Corin Share Incentive Schemes) or redeemed, purchased, repaid or reduced or proposed the redemption, purchase, repayment or reduction of any part of its share capital or any other securities;

 

              (ii)              recommended, declared, made or paid or proposed to recommend, declare, make or pay any bonus, dividend or other distribution whether payable in cash or otherwise other than any distribution by any wholly-owned subsidiary within the Corin Group;

 

              (iii)             save as between Corin and its wholly-owned subsidiaries, or upon the exercise of options granted under the Corin Share Incentive Schemes, effected, authorised, proposed or announced its intention to propose any change in its share or loan capital which in each case would be material in the context of the Corin Group taken as a whole;

 

              (iv)             save as between Corin and its wholly-owned subsidiaries and other than pursuant to the Offer, effected, authorised, proposed or announced its intention to propose any merger, demerger, reconstruction, arrangement, amalgamation, commitment or scheme or any acquisition or disposal or transfer of assets or shares (other than in the ordinary course of business) or any right, title or interest in any assets or shares or other transaction or arrangement in respect of itself or another member of the Corin Group which in each case would be material in the context of the Corin Group taken as a whole;

 

              (v)              acquired or disposed of or transferred (other than in the ordinary course of trading) or mortgaged, charged or encumbered any assets or shares or any right, title or interest in any assets or shares (other than in the ordinary course of trading) or authorised the same or entered into, varied or terminated or authorised, proposed or announced its intention to enter into, vary, terminate or authorise any agreement, arrangement, contract, transaction or commitment (other than in the ordinary course of trading and whether in respect of capital expenditure or otherwise) which is of a long-term (which shall mean for a fixed term in excess of 12 months and/or not terminable by the giving of 12 months' notice or less) or unusual or materially onerous nature or magnitude, or which involves or could involve an obligation of an unusual or materially onerous nature or magnitude, in each case which is material in the context of the Corin Group taken as a whole;

 

              (vi)             entered into any agreement, contract, transaction, arrangement or commitment (other than in the ordinary course of trading) which is material in the context of the Corin Group taken as a whole;

 

              (vii)            entered into any contract, transaction or arrangement which would be materially restrictive on the business of the Corin Group taken as a whole;

 

              (viii)           issued, authorised or proposed the issue of or made any change in or to any debentures, or (other than in the ordinary course of trading) incurred or increased any indebtedness or liability, actual or contingent, which is material in the context of the Corin Group taken as a whole;

 

              (ix)             been unable or admitted that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business or proposed or entered into any composition or voluntary arrangement with its creditors (or any class of them) or the filing at court of documentation in order to obtain a moratorium prior to a voluntary arrangement or, by reason of actual or anticipated financial difficulties, commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;

 

              (x)              made, or announced any proposal to make, any change or addition to any retirement, death or disability benefit or any other employment-related benefit of or in respect of any of its directors, employees, former directors or former employees;

 

              (xi)             save as between Corin and its wholly-owned subsidiaries, granted any lease or third party rights in respect of any of the leasehold or freehold property owned or occupied by it or transferred or otherwise disposed of any such property;

 

              (xii)            entered into or varied or made any offer (which remains open for acceptance) to enter into or vary the terms of any service agreement with any director or senior executive of Corin or any director or senior executive of the Corin Group;

 

              (xiii)           taken or proposed any corporate action or had any proceedings started or threatened in writing against it for its winding-up (voluntary or otherwise), dissolution, striking-off or reorganisation or for the appointment of a receiver, administrator (including the filing of any administration application, notice of intention to appoint an administrator or notice of appointment of an administrator), administrative receiver, trustee or similar officer of all or any part of its assets or revenues or for any analogous proceedings or steps in any jurisdiction or for the appointment of any analogous person in any jurisdiction;

 

              (xiv)           made any amendment to its articles of association;

 

              (xv)            waived or compromised any claim or authorised any such waiver or compromise, save in the ordinary course of business, which is material in the context of the Corin Group taken as a whole;

 

              (xvi)           taken, entered into or had started or threatened against it in writing in a jurisdiction outside England and Wales any form of insolvency proceeding or event similar or analogous to any of the events referred to in condition (f) (ix) or condition (f) (xiii) above; or

 

              (xvii)          agreed to enter into or entered into an agreement or arrangement or commitment or passed any resolution or announced any intention with respect to any of the transactions, matters or events referred to in this condition (f);

 

(g)          except as publicly announced by Corin prior to 12 November 2012 through a RIS or disclosed in writing to 2IL or its advisers prior to 12 November 2012 and save as disclosed in the annual report and accounts of Corin for the financial year ended 31 December 2011 in the interim results announcement of Corin for the six months ended 30 June 2012, or the Offer Document, since 31 December 2011:

 

              (i)               there having been no material adverse change or deterioration in the business, assets, financial or trading position or profits of the Corin Group taken as a whole;

 

              (ii)              no material litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Corin Group or its distributors is or may become a party (whether as claimant or defendant or otherwise), and no material enquiry or investigation by or complaint or reference to any Third Party, against or in respect of any member of the Corin Group or its distributors, having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the Corin Group in any way which is material in the context of the Corin Group taken as a whole; and

 

              (iii)             no contingent or other liability having arisen or become apparent or increased which might be reasonably likely in either case to have a material adverse effect on the Corin Group taken as a whole;

 

(h)          except as publicly announced by Corin prior to 12 November 2012 through a RIS or disclosed in writing to 2IL or its advisers prior to 12 November 2012 and save as disclosed in the annual report and accounts of Corin for the financial year ended 31 December 2011, in the interim results announcement of Corin for the six months ended 30 June 2012, or the Offer Document, 2IL not having discovered:

 

              (i)               that any financial, business or other information concerning Corin or the Corin Group which is contained in the information publicly disclosed at any time by or on behalf of any member of the Corin Group either publicly or in the context of the Offer contains a material misrepresentation of fact which has not, prior to 12 November 2012, been corrected by public announcement through a RIS or omits to state a fact necessary to make the information contained therein not materially misleading;

 

              (ii)              any information which in the context of the Offer materially affects the import of any such information as is mentioned in condition (h) (i) which is material in the context of the Corin Group taken as a whole; or

 

              (iii)             that any member of the Corin Group is subject to any liability, contingent or otherwise which is material in the context of the Corin Group taken as a whole; and

 

(i)           save as disclosed by or on behalf of Corin to 2IL or its advisers in writing prior to 12 November2012, 2IL not having discovered that:

 

              (i)               there has been a disposal, spillage or leakage of waste or hazardous substance or any substance likely to impair the environment or harm human health on, or there has been an emission or discharge of any waste or hazardous substance or any substance likely to impair the environment or harm human health from, any land or other asset now or previously owned, occupied or made use of by any past or present member of the Corin Group which would be likely to give rise to any liability (whether actual or contingent, civil or criminal) or cost on the part of any member of the Corin Group which is material in the context of the Corin Group taken as a whole;

 

              (ii)              any past or present member of the Corin Group has failed to comply in any material respect with any and/or all applicable legislation or regulations of any relevant jurisdiction with regard to the use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance reasonably likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any member of the Corin Group with any such legislation or regulations, and wherever the same may have taken place) any of which use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent, civil or criminal) or cost on the part of any member of the Corin Group which is material in the context of the Corin Group taken as a whole;

 

              (iii)             there is, or is reasonably likely to be, for that or any other reason whatsoever, any liability (actual or contingent) on any past or present member of the Corin Group to make good, alter, improve, repair, reinstate, clean up or otherwise assume responsibility for any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Corin Group, under any environmental legislation, regulation, notice, circular or order or any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction which is material in the context of the Corin Group taken as a whole;

 

              (iv)             circumstances exist whereby a person or class of persons would be reasonably likely to have a claim or claims in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Corin Group, which claim or claims would be reasonably likely to have a material adverse effect on any member of the Corin Group to an extent which is material in the context of the Corin Group taken as a whole;

 

              (v)              circumstances exist (whether as a result of the making of the Offer or otherwise) which would be reasonably likely to lead to a Third Party instituting, or whereby any present or past member of the Corin Group would be reasonably likely to be required to institute, an environmental audit or take any other steps which would, in any such case, be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or make good, repair, reinstate or clean up any land or other asset now or previously owned, occupied or made use of by any member of the Corin Group, which, in any such case, would be material in the context of the Corin Group taken as a whole;

 

              (vi)             any member of the Corin Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation;

 

              (vii)            any member of the Corin Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006; or

 

              (viii)           any asset of any member of the Corin Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

 

2IL reserves the right to waive all or any of conditions (b) to (i) inclusive, in whole or in part.

 

Conditions (b) to (i) inclusive must be satisfied as at, or waived on or before, midnight on the 21st day after the later of the first closing date of the Offer and the date on which condition (a) is fulfilled (or in each such case such later date as 2IL may, with the consent of the Panel, agree), failing which the Offer will lapse provided that 2IL shall be under no obligation to waive or treat as fulfilled any of conditions (b) to (i) inclusive by a date earlier than the latest date specified above for the fulfilment thereof notwithstanding that the other conditions of the Offer may at such earlier date have been fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

 

Except with the Panel's consent 2IL will not invoke any of the above conditions (except for the acceptance condition in (a)) so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the relevant conditions are of material significance to 2IL in the context of the Offer.

 

 

 



 

Certain further terms of the Offer

 

The Offer will lapse if the proposed acquisition of Corin by 2IL is referred to the Competition Commission or, if the European Commission initiates proceedings under Article 6(1)(c) of Council Regulation 139/2004/EC, in either case before 1.00 p.m. on the first closing date of the Offer or the date when the Offer becomes or is declared unconditional as to acceptances, whichever is the later.  In such circumstances, the Offer will cease to become capable of further acceptance and accepting Corin Shareholders and 2IL shall cease to be bound by acceptances delivered on or before the date on which the Offer so lapses.

 

2IL reserves the right to make such changes to the above conditions as may be appropriate in the event that the conditions of the Offer are required to be amended to comply with Rule 9 of the Code.

 

The Offer will be made on the terms and will be subject to the conditions which are set out in this Appendix 1, those terms which will be set out in the Offer Document and the Form of Acceptance and such further terms as may be required to comply with the provisions of the Takeover Code.  This announcement does not constitute an offer or invitation to purchase any securities.

 

The Offer will be governed by English law and subject to the jurisdiction of the English courts and to the conditions and further terms set out below and to be set out in the Offer Document and Form of Acceptance.

 



APPENDIX II

 

DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

 

2IL has received irrevocable undertakings to accept the Offer at a price of 70 pence per Corin Share in respect of a total of 14,756,084 Corin Shares, representing, in aggregate, approximately 34.5 per cent. of Corin's existing issued share capital, comprised as follows:

 

Corin Directors

 

Name

Number of Corin Shares

Per cent. of Corin Shares in issue

Linda Wilding

35,000

0.08

David Young

 

40,000

0.09

Other Corin Shareholders

 

Name

Number of Corin Shares

Per cent. of Corin Shares in issue

Aberforth Partners LLP

6,848,499

16.01

Schroder Investment Management Limited

7,832,585

18.31

 

 

 

The undertakings referred to above from the Corin Directors will not lapse in the event that a third party announces a competing offer to acquire the entire issued share capital of Corin.

 

The undertaking referred to above from Aberforth Partners LLP ("Aberforth") is conditional upon the posting of the Offer Document and appropriate form(s) of acceptance within 28 days of the date of this announcement and the obligations thereunder shall cease to be binding if an announcement is made in accordance with Rule 2.7 of the Code of a competing offer which represents, in the opinion of Aberforth Partners LLP, a value of not less than 7 pence per Corin Share more than the Offer Price and at any time following such announcement Aberforth notifies 2IL of such opinion or Aberforth otherwise makes an announcement or notification that it no longer intends to accept the Offer under the terms of the undertaking pursuant to Rule 2.11(d) of the Code.  All of the obligations under the undertaking shall lapse in respect of any Corin Shares that are sold, transferred or otherwise disposed of (regardless of the identity of the acquiror) at a price of not less than 77 pence per Corin Share and in relation to any sale of such shares to 2IL (or anyone acting on its behalf) at any price below 77 pence if they were acquired on the market.  The undertaking will not apply (i) to any Corin Shares which are the subject of any requirement for Aberforth UK Small Companies Fund to redeem their investment in Corin Shares by means of a redemption in specie; (ii) to any Corin Shares which are or become lent to third parties by clients of Aberforth that Aberforth is unable to recall (having used reasonable endeavours to procure such recall); or (iii) to Corin Shares which are managed by Aberforth under an authority which is terminated or amended.

 

The undertakings referred to above from Schroder Investment Management Limited ("Schroder") will lapse if the Offer Document is not posted within 28 days of the date of this announcement; if the Offer lapses or is withdrawn; if a third party, in accordance with the Code, announces a firm intention to make or makes a general offer (howsoever structured) to acquire the whole of the issued and to be issued ordinary share capital of Corin on terms which represent (in the opinion of Schroder) an improvement of 10 per cent. on the Offer Price; or if any of the following circumstances occur: the transfer of any Corin Shares which are the subject of the undertaking ("Schroder Shares") (or any of them) to any replacement fund manager or custodian nominated by Schroder's client(s) in circumstances where such client(s) has/have terminated Schroder's professional relationship with them in respect of the Schroder Shares; or where Schroder's relationship continues but its client has changed the investment mandate that Schroder has so that its holding the Schroder Shares is no longer consistent with the new mandate; or Schroder is instructed otherwise by its client(s) in respect of the Schroder Shares.

 

In addition, 2IL has also received letters of intent to accept the Offer in respect of, in aggregate, 10,277,394 Corin Shares, representing approximately 24.0 per cent. of the existing issued share capital of Corin, comprised as follows:

 

Other Corin Shareholder

 

Name

Number of Corin Shares

Per cent. of Corin Shares in issue

Legal & General Investment Management Limited

6,225,047

14.55

BlackRock Investment Management (UK) Limited

4,052,347

9.47

 

The letter of intent referred to above from Legal & General Investment Management Limited ("L&G") confirms that, as at 9 November 2012, it was the current intention of L&G to procure that the registered owners of the 6,225,047 Corin Shares in relation to which L&G is able to exercise control accept the Offer no later than the thirty fifth business day after the despatch of the Offer Document.

 

The letter of intent referred to above from BlackRock Investment Management (UK) Limited ("Blackrock") confirms that, as at 9 November 2012, it was the current intention of Blackrock to procure that the registered owners of the Corin Shares in relation to which Blackrock is able to exercise control at the time that it accepts the Offer, accept the Offer prior to the first closing date of the Offer, and that the number of Corin Shares in relation to which Blackrock is able to exercise control at the date of the letter is 4,052,347.

 



APPENDIX III

 

SOURCES AND BASES

 

(a)

The value attributed to the existing and to be issued share capital of Corin is based upon the 42,784,907 Corin Shares in issue as at the date of this announcement and the 1,119,585 Corin Shares which are the subject of outstanding options granted under the Corin Share Incentive Schemes with an exercise price of less than the Offer Price.



(b)

The value attributed to the ordinary share capital of Corin is based upon the issued and to be issued share capital of Corin as set out in (a) above, net of options proceeds.



(c)

Unless otherwise stated, the financial information concerning Corin has been extracted from the audited annual report and accounts for Corin for the periods ended 31 December 2011 and 31 December 2010.



(d)

Corin Share prices and premia have been derived from the Daily Official List and Factset and represent the Closing Prices on the relevant date.



(e)

References to a percentage of Corin's issued ordinary share capital are based on the number of Corin Shares in issue as set out in paragraph (a) above.

 



APPENDIX IV

 

DEFINITIONS

 

The following definitions apply throughout this announcement unless the context requires otherwise.

 

2006 Act

the Companies Act 2006 (as amended, modified, consolidated, re-enacted or replaced from time to time)

2IL

2IL Orthopaedics Limited, a company registered in England and Wales with company number 8138559 and whose registered office is at 27 Hatfield View, Wakefield, West Yorkshire WF1 3SN

2IL Shareholders

IP, IDeA, Hunt Capital, Stefano Alfonsi and the John Trustees

Australia

the Commonwealth of Australia, its states, territories and possessions

Board

as the context requires, the board of directors of Corin  or the board of directors of 2IL and the terms "Corin Board" and "2IL Board" shall be construed accordingly

Business Day

any day (other than a public holiday, Saturday or Sunday) on which clearing banks in London are open for normal business

Canada

Canada, its provinces and territories and all areas under its jurisdiction and political sub-divisions thereof

certificated or in certificated form

a share or other security which is not in uncertificated form (that is, not in CREST)

Chairman

Linda Wilding

Closing Price

the closing middle market quotation of a Corin Share as derived from the Daily Official List

Corin or the Company

Corin Group plc

Corin Directors or Directors of Corin

the directors of Corin at the date of this announcement

Corin Group

Corin and its subsidiaries and subsidiary undertakings

Corin Shareholders

holders of Corin Shares

Corin Share Incentive Schemes

the Corin Group PLC Unapproved Company Share Option Plan, the Corin Group Enterprise Management Incentives Scheme, the Corin Group PLC Savings-Related Share Option Scheme, the Corin Group PLC Incentive Plan (2005) and the Corin Group PLC Incentive Plan 2010

Corin Shares

includes:

(a)     the existing unconditionally allotted or issued and fully paid ordinary shares of 2.5 pence each in the capital of Corin; and

(b)     any further ordinary shares of 2.5 pence each in the capital of Corin which are unconditionally allotted or issued and fully paid before the Offer closes or before such earlier date as 2IL (subject to the Takeover Code) may determine not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances,

but excludes any shares held as treasury shares on such date as 2IL may determine before the Offer closes (which may be a different date to the date referred to in (b))

CREST

the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland  Limited is the operator (as defined in the Regulations)

Daily Official List

the Daily Official List of the London Stock Exchange

Delisting

the removal of Corin Shares from the Official List and the cancellation of trading in Corin Shares on the London Stock Exchange's main market for listed securities

Form of Acceptance

the form of acceptance and authority relating to the Offer accompanying the Offer Document, which may only be completed by holders of Corin Shares in certificated form

FSMA

the Financial Services and Markets Act 2000 (as amended, modified, consolidated, re-enacted or replaced from time to time)

Gerald John Primary Trust

the discretionary trust established by Derek Richard John for the benefit of Gerald Richard John and members of his family

Hunt Capital

Hunt Capital S.A., a company duly registered under the laws of Luxembourg with its registered office at 26-28 Rives de Clausen, L-2165, Grand Duchy of Luxembourg

IDeA

Idea Opportunity Fund I (an Italian closed-end fund reserved to qualified investors) managed by IDeA Capital Funds S.G.R. S.P.A., both of Via dell'Annunciata, 23/4, 20121, Milan, Italy

IP

IP Investimenti e Partecipazioni S.r.l., a company duly registered under the laws of Italy with its registered office at Corso Giovanni Lanza, 101, Turin, Italy

Japan

Japan, its cities, prefectures, territories and possessions

John Trustees

Robin Howard Baillie, Robin Campbell and David  McGregor acting as the trustees of the Gerald John Primary Trust, each of PO Box 494, Sea Point, Cape Town 8060, South Africa

London Stock Exchange

London Stock Exchange plc

Numis Securities

Numis Securities Limited

Offer

the recommended offer to be made by 2IL to acquire the entire issued and to be issued ordinary share capital of Corin on the terms and subject to the conditions set out in the Offer Document including, where the context so requires, any subsequent revision, variation, extension, or renewal of such Offer

Offer Document

the formal offer document to be sent to Corin Shareholders on behalf of 2IL containing the terms and conditions of the Offer and any subsequent document containing the Offer

Offer Period

the period commencing on the date of this announcement until the latest of (i) the date falling 21 days following the date of the Offer, (ii) the date on which the Offer lapses and (iii) the date on which the Offer becomes unconditional

Offer Price

70 pence per Corin Share

Official List

the Official List of the UK Listing Authority

Panel

the Panel on Takeovers and Mergers

Panmure Gordon

Panmure Gordon (UK) Limited

Regulations

Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended, modified, consolidated, re-enacted or replaced from time to time)

Rothschild

NM Rothschild & Sons Limited

subsidiary and subsidiary undertaking

the meaning given to these terms in the 2006 Act

Takeover Code or Code

the City Code on Takeovers and Mergers

treasury shares

Corin Shares held by Corin as treasury shares

UK or United Kingdom

the United Kingdom of Great Britain and Northern Ireland (and its dependent territories)

UK Listing Authority

the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA

uncertificated or in uncertificated form

a Corin Share which is for the time being recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the Regulations, may be transferred by means of CREST

United States or US

the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia

 

All references to time in this announcement are to London time.

 

Words importing the singular shall include the plural and vice versa, and words importing the masculine shall include the feminine or neutral gender.

 

 


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

a d v e r t i s e m e n t