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Source BioScience (SBS)

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Thursday 01 August, 2013

Source BioScience

Update on Irrevocable Undertakings

RNS Number : 7443K
Source BioScience PLC
01 August 2013
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY 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.

 

FOR IMMEDIATE RELEASE                  

 

Source BioScience plc

("Source BioScience")

1 August 2013

Possible Recommended Offer for Vindon Healthcare PLC ("Vindon")

Update on Irrevocable Undertakings

Further to the announcement regarding the possible offer for Vindon by Source BioScience on 15 July 2013 (the "Possible Offer"), Source BioScience announces that it has acquired further irrevocable undertakings from certain Vindon shareholders, representing a further 22.17 per cent. of the issued and to be issued share capital of Vindon as set out below, to accept its possible offer, if made, at the price of 13.7 pence per Vindon share(the "Possible Offer Price"). 

Following receipt of these irrevocable undertakings, Source BioScience has, in aggregate, received irrevocable undertakings to accept or procure acceptance of the Offer in respect of a total of 41,618,698 Vindon shares, representing 46.84 per cent. of Vindon's entire issued share capital.  Including the 150,000 Vindon shares it already owns and for the purposes of Rule 5 of the Takeover Code, Source BioScience is therefore interested in 41,768,698 Vindon shares representing 47.01 per cent of the total voting rights in Vindon.

Source BioScience is close to finalising its possible offer and a further announcement is expected in due course.

Details of the further irrevocable commitments received:

The following table sets out the required disclosure in accordance with Note 3 of Rule 2.11 of the Takeover Code:


Party

No. of
Ordinary Shares

Percentage of Vindon
Issued Share Capital




The Hamilton Davies Trust

2,115,000

2.38%

Gary Middlebrook

2,380,000

2.68%

Ian Currie

15,200,349

17.11%




Total

19,695,349

22.17%

 

All of the above irrevocable undertakings anticipate that any offer will be made at the Possible Offer Price and provided that the offer is made on terms which, in the reasonable opinion of Vindon Healthcare's Rule 3 adviser, do not represent a diminution in value of the proposed terms of the offer set out in the irrevocable undertakings and will continue to be binding on such persons.

 

The above irrevocable undertakings will cease to be binding if:

·      a firm intention to make an offer or an offer for Vindon Healthcare is not announced in accordance with Rule 2.7 of the Code by 11.59 pm on 15 August 2013 (or such later time and/or date as Source BioScience and Vindon Healthcare may agree but in any event no later than in any event by 11.59 pm on 31 August 2013); or

·      The offer document relating to the above announced offer is not posted to Vindon Healthcare shareholders within 28 days of the date of the above announcement, unless otherwise agreed with the Takeover Panel (with the consent of Vindon Healthcare); or,

·      The offer, having been announced, lapses or is withdrawn.

 

Publication on Website

In accordance with Rules 26.1 and 30.4 of the Takeover Code, a copy of this announcement and copies of the above irrevocable undertakes will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at www. sourcebioscience.com as soon as reasonably practicable and in any event by no later than 12 noon (London time) on 2 August 2013 (being the business day following the date of 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 Adviser, Sponsor and Broker to Source BioScience)

Aubrey Powell/ Joseph Stroud/ Laura White

Tel: +44 (0)20 7426 3000

www.n1singer.com

College Hill (PR Agency to Source BioScience)

Melanie Toyne-Sewell/ Stefanie Bacher/ Claire Dickinson

Tel: +44 (0)20 7457 2020

Email: [email protected]

Vindon Healthcare plc

Liam Ferguson, Chairman

Tel: +44 (0) 1706 716710

Email: [email protected]

www.vindonhealthcare.com 

 Zeus Capital Limited (Financial Adviser to Vindon)

Andrew Jones / Nick Cowles

Tel: +44 (0)161 831 1512

www.zeuscapital.co.uk

The Communications Portfolio

Philip Ranger / Ariane Comstive

Tel: +44 (0) 20 7536 2028/29

p[email protected]

** ENDS ** 


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