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Source BioScience (SBS)

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Friday 23 August, 2013

Source BioScience

Result of General Meeting

RNS Number : 4007M
Source BioScience PLC
23 August 2013
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY NEW ORDINARY SHARES, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE PROPOSED FIRM PLACING, ACQUISITION AND OPEN OFFER. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY NEW ORDINARY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION IN THE PROSPECTUS.  COPIES OF THE PROSPECTUS ARE  AVAILABLE FROM THE REGISTERED OFFICE OF SOURCE BIOSCIENCE PLC AT 1 ORCHARD PLACE, NOTTINGHAM BUSINESS PARK, NOTTINGHAM NG8 6PX.

 

FOR IMMEDIATE RELEASE                    

 

Source BioScience plc

("Source BioScience" or the "Company")

23 August 2013

 

Result of General Meeting

The Board of Source BioScience  announces that at the General Meeting of the Company held earlier today all resolutions were passed as follows:

 

Resolutions

Votes For

(including discretionary)

Votes Against

Votes Withheld

1. To approve the acquisition of the entire issued share capital of Vindon Healthcare plc.

59,381,601

6,194,055

9,510

2. That the Directors be authorised to allot the Company's ordinary shares under section 551 of the Companies Act 2006 by way of a firm placing.

56,170,717

9,363,943

50,506

3. That the Directors be authorised to allot the Company's ordinary shares under section 551 of the Companies Act 2006 pursuant to an open offer.

56,204,016

9,363,943

17,207

4. That the Directors be empowered to allot equity securities for cash in connection with a firm placing.

56,171,715

9,378,550

34,901

5. That the Directors be empowered to allot equity securities for cash pursuant to an open offer.

56,204,822

9,379,088

1,256

 

 

Application has been made to the London Stock Exchange for the Open Offer Shares to be admitted to the Official List and to trading on the Main Market of the London Stock Exchange ("First Admission") and it is expected that First Admission will occur, and that dealings in the Open Offer Shares will commence,
at 8.00 a.m. on 27 August 2013.

 

Furthermore, in respect of the Firm Placing announced on 24 July 2013, application has been made to the London Stock Exchange for the 100,000,000 Firm Placing Shares to be admitted to the Official List and to trading on the Main Market of the London Stock Exchange ("Second Admission"). Assuming that the Offer for Vindon Healthcare plc ("Vindon Healthcare") becomes or is declared unconditional in all respects (save for admission of the Firm Placing Shares) on 28 August 2013, it is expected that Second Admission will occur, and that dealings in the Firm Placing Shares will commence, at 8.00 a.m. on 12 September 2013. Further announcements will be made as appropriate in this regard.

 

The Offer for Vindon Healthcare remains open until further notice. Vindon Healthcare Shareholders are strongly encouraged to accept the Offer as soon as possible by completing the Form of Acceptance sent with the Offer Document on 7 August 2013. 

 

Capitalised terms in this announcement have the same definition as set out in the prospectus dated 7 August 2013, unless otherwise indicated. 

 

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 Adviser, 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]

N+1 Singer, which is a member of the London Stock Exchange, is authorised and regulated in the UK by the Financial Conduct Authority, and is acting as sponsor, financial adviser and broker to Source BioScience plc in connection with the proposed Fundraising and Admission. Persons receiving this document should note that, in connection with the Fundraising and Admission, N+1 Singer is acting exclusively for Source BioScience plc and no one else. N+1 Singer will not be responsible to anyone other than Source BioScience plc for providing the protections afforded to clients of N+1 Singer nor for advising any other person on the transactions and arrangements described in this document. No representation or warranty, express or implied, is made by N+1 Singer as to any of the contents of this document. Apart from the liabilities and responsibilities, if any, which may be imposed on N+1 Singer by the Financial Services and Markets Act 2000 or the regulatory regime established under it, N+1 Singer accepts no responsibility whatsoever for the contents of this document or for any other statement made or purported to be made by it or on its behalf in connection with Source BioScience plc, the Existing Ordinary Shares, the New Ordinary Shares, the Fundraising or Admission. N+1 Singer accordingly disclaims all and any liability whatsoever whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.

 

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws or regulations of any such jurisdictions.  Accordingly, any persons who are subject to the laws or regulations of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements.

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Source BioScience and its subsidiaries and certain plans and objectives of the Board of Source BioScience.  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 Board in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes 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.  Source BioScience assumes 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 Source BioScience except where expressly stated.

The contents of this announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

 

 


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