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Source BioScience (SBS)

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Wednesday 18 September, 2013

Source BioScience

Offer Update

RNS Number : 3569O
Source BioScience PLC
18 September 2013
 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.  ANY TIME ADVISED IS THE TIME PREVAILING IN LONDON, UK.

                                                     

FOR IMMEDIATE RELEASE

18 September 2013

 

 

Source BioScience PLC ("Source BioScience" or the "company")

RECOMMENDED CASH OFFER FOR VINDON HEALTHCARE PLC ("VINDON")

 

offer closing for further acceptances and COMPULSORY ACQUISITION OF VINDON SHARES

 

On 17 September 2013, Source BioScience announced that its recommended cash offer to acquire the entire issued and to be issued share capital of Vindon had been declared unconditional in all respects.

Source BioScience today announces that the Offer will be closed to further acceptances with effect from 2 October 2013.  Source BioScience has today implemented the procedure under Chapter 3 of Part 28 of the Companies Act 2006 to compulsorily acquire all of the outstanding Vindon Shares which it does not already hold or has not already acquired, contracted to acquire or in respect of which it has not already received valid acceptances.

Letters have been sent to non-assenting Vindon Shareholders informing them of the intended exercise by Source BioScience of its right under section 979 of the Companies Act 2006 (the "Act") to 'squeeze-out' such Vindon Shareholders, together with a notice of such action pursuant to section 980(1) of the Act.

Settlement of the consideration to which any Vindon Shareholders (or, in the absence of any contrary direction as specified in the Offer Document, the first named shareholder in the case of joint shareholders) are entitled under the Offer will be effected (in the manner set out in paragraph 20 of Part II of the Offer Document): (i) in the case of acceptances received on or before 13 September 2013, complete in all respects, by 27 September 2013 or, (ii) in the case of acceptances received, complete in all respects, after 13 September 2013 but on or before 2 October 2013, within 14 days of such receipt.  Non-assenting shareholders who do not accept the Offer by 2 October 2013 will not receive payment until after compulsory purchase has been implemented on 30 October 2013.

 

The definitions set out in the Offer Document dated 7 August 2013 have the same meanings in this announcement.

Enquiries

 

Source BioScience plc

Dr Nick Ash, CEO

Tel: +44 (0) 115 973 9010                                      

Email: [email protected]

www.sourcebioscience.com

For investor and media enquiries:

N+1 Singer (Financial Advisor, Sponsor and Broker to Source BioScience)

Aubrey Powell/ Joseph Stroud/ Laura White

Tel: +44 (0)20 7496 3000

www.n1singer.com

 

College Hill (PR Agency to Source BioScience)

Melanie Toyne-Sewell/ Claire Dickinson

Tel: +44 (0)20 7457 2020

Email: [email protected]

Zeus Capital Limited (Financial Advisor to Vindon)

Andrew Jones / Nick Cowles

Tel: +44 (0)161 831 1512

www.zeuscapital.co.uk

About Source BioScience

Source BioScience plc (LSE: SBS) is an international diagnostics and genetic analysis business serving the healthcare and research markets. The LifeSciences division provides core laboratory research support from conceptualisation to implementation, calling upon a wide range of innovative technology platforms including an online catalogue of biomolecular tools. Source BioScience is a trusted provider of a complete range of sophisticated microarray, next generation and conventional sequencing services. GLP, GCP and CPA accreditations make the sequencing offerings very attractive for applications in regulatory studies or clinical settings. The Healthcare operations provide screening and reference laboratory diagnostic testing for cancer and other diseases in addition to complementary products for serology and diagnostic applications.  Source BioScience has its headquarters in Nottingham, UK. For more information, see www.sourcebioscience.com.

 

About Vindon

Vindon (LSE: VDN) along with its subsidiaries, is engaged in the manufacture of environmental control products for the pharmaceutical industry, life sciences and food sectors together with the provision of related services. Vindon provides products and services for the management of temperature, humidity and light, where controlled storage is required. Its product range includes controlled environment rooms and storage chambers, blood bank storage units and plant growth chambers. Vindon also offers controlled environment storage facilities for its clients at its sites in the UK and Ireland and the US (Atlanta and Southern California). For more information, see www.vindonhealthcare.com.

 

Further Information

N+1 Singer, which is authorised and regulated in the UK by the FCA, is acting exclusively as sponsor, financial adviser and broker to Source BioScience in connection with the contents of this announcement and the Offer and no one else and will not be responsible to anyone other than Source BioScience for providing the protections afforded to clients of N+1 Singer nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

Zeus Capital, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Vindon in connection with the contents of this announcement and the Offer and no one else and will not be responsible to anyone other than Vindon for providing the protections afforded to clients of Zeus Capital nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

This announcement is not intended to, and does not, constitute, or form part of, an offer or solicitation of any offer to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Document and, in respect of Vindon Shares held in certificated form, the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the Offer should be made on the basis of the information in the Offer Document and the Form of Acceptance. Vindon Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched.

 

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions. This announcement has been prepared in accordance with English law and the City 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 and regulations of jurisdictions outside England.

The availability of the Offer to persons who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. The Offer will not be made, directly or indirectly, in or into any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction, and the Offer will not be capable of acceptance from or within any such jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction, and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.

This announcement is not an offer of securities for sale in the United States, Australia, Canada or Japan or in any other jurisdiction in which such an offer is unlawful.

 

Publication on website

In accordance with Rule 30.4 of the City Code, a copy of this announcement will be will be made available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Source BioScience's website at www.sourcebioscience.com and Vindon's website at www.vindonhealthcare.com by no later than 12:00 p.m. on 19 September 2013 (being the Business Day following the date of this announcement). For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.

 


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