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Vindon HealthcarePlc (VDN)

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Tuesday 16 July, 2013

Vindon HealthcarePlc

Possible Offer for Vindon

RNS Number : 3972J
Vindon Healthcare Plc
16 July 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 DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER OR TO PURSUE ANY OTHER TRANSACTION UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE").  ACCORDINGLY, VINDON SHAREHOLDERS ARE ADVISED THAT THERE CAN BE NO CERTAINTY THAT A FORMAL OFFER FOR VINDON WILL BE MADE.

 

FOR IMMEDIATE RELEASE

16 July 2013

VINDON HEALTHCARE PLC ("VINDON" OR THE "COMPANY")

 

POSSIBLE OFFER FOR VINDON

 

The board of Vindon (the "Board") notes the announcement by the board of Source BioScience plc ("Source BioScience") on 15 July 2013 and confirms that it is at an advanced stage of discussions with the board of Source BioScience regarding a possible all cash offer (the "Possible Offer"), for the entire issued and to be issued share capital of Vindon not already owned by Source BioScience, at a price of 13.7 pence per Vindon share (the "Possible Offer Price").  The Possible Offer would value the entire issued and to be issued share capital of Vindon at approximately £12.2 million. 

The Board notes that this would represent a premium of 44% to the closing middle market price on 15 July 2013 (being the last day of dealings prior to the announcement by Source BioScience) for Vindon shareholders in the event that an offer is made at this price. Further information on the Possible Offer, if made, would be contained in an offer document to be posted to Vindon shareholders following a subsequent announcement of a firm offer or firm intention to make an offer, in accordance with Rule 2.7 of the Takeover Code.

In anticipation of making the Possible Offer, Source BioScience has today procured from the director shareholders of Vindon irrevocable undertakings to accept the Possible Offer if made, at the Possible Offer Price, in respect of their existing holdings in Vindon, amounting in aggregate to 24.68 per cent. of the existing issued share capital of Vindon.  Details of these irrevocable commitments are set out below. The Board reasonably expects that the Possible Offer would receive a unanimous recommendation from the Vindon directors, subject to the receipt by them of appropriate independent advice in accordance with Rule 3 of the Takeover Code.

The making of any offer by Source BioScience remains subject to certain conditions, including but not limited to the unanimous recommendation of such an offer by the directors of Vindon and the arrangement of suitable funding.  Furthermore, completion of the Possible Offer, if made, would be conditional upon, amongst other things, Source BioScience shareholder approval to issue new shares to part fund it.

Takeover Code

Vindon notes the announcement by the board of Source BioScience on 15 July 2013 and notes that Rule 2.6(a) of the Takeover Code requires that Source BioScience, by not later than 5.00 p.m. on Monday 12 August 2013 (the "relevant deadline"), either announces a firm intention to make an offer for Vindon in accordance with Rule 2.7 of the Takeover Code or announces that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Takeover Code applies.

The relevant deadline will cease to apply to Source BioScience if another offeror announces, prior to the relevant deadline, a firm intention to make an offer for Vindon. In such circumstances, Source BioScience will be required to clarify its intentions in accordance with Rule 2.6(d) of the Takeover Code.  The relevant deadline may be extended in certain circumstances with the consent of the Panel on Takeovers and Mergers (the "Panel") and Vindon.

In accordance with Rule 2.10 of the Takeover Code, the Company confirms that, as at the close of business on 15 July 2013, its issued share capital consisted of 88,850,000 ordinary shares with a nominal value of 1 pence each. The International Securities Identification Number ("ISIN") for these securities is GB00B06N4S86.

Opening Position Disclosure: 

In accordance with Rule 8.1, Vindon confirms that it holds no ordinary shares in Source BioScience.

Details of Irrevocable Commitments

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




Richard Hughes

15,200,349

17.11

Martin Liam Ferguson

4,150,000

4.56

Thomas Patrick Jackson

2,273,000

2.56

Martin Burrill

300,000

0.34

Total

21,923,349

24.68

 

All of the above irrevocable undertakings are at the Possible Offer Price and will cease to be binding if:

 

the Possible Offer (or a firm intention to make it) is not announced in accordance with Rule 2.7 of the Takeover Code by 11.59 pm on 15 August 2013, (or such later time and/or date as Source BioScience and Vindon may agree but in any event no later than by 11.59 pm on 30  August 2013); or

 

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

 

the offer, having been announced, lapses or is withdrawn.

 

 

For further information, please contact:

Vindon Healthcare plc

Liam Ferguson, Chairman

Tel: +44 (0) 1706 716710

Email: [email protected]

www.vindonhealthcare.com

 

For investor and media enquiries:

 

Zeus Capital Limited (Financial Advisor 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

[email protected]

 

 

Zeus Capital Limited ("Zeus Capital"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Vindon in connection with the Possible 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 Possible 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 Possible Offer or otherwise. If made, the Possible Offer will be made solely by an offer document and a form of acceptance, which will contain the full terms and conditions of any offer made by Source BioScience for the entire issued and to be issued share capital of Vindon not already owned by Source BioScience ("Offer"), including details of how that Offer may be accepted. If the Offer is made, any acceptance or other response to the Offer will need to be made on the basis of the information in that Offer document and form of acceptance.

This announcement has been prepared in accordance with English law and the Takeover Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders in Vindon who are not resident in 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.

Publication on Website

In accordance with Rule 30.4 of the Takeover Code, a copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, at www.vindonhealthcare.com by no later than 12 noon (London time) on 17 July 2013 (being the business day following the date of this announcement).

 

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. The Company 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 site in Rochdale. For more information, see http://www.vindonhealthcare.com/.

 

About Source BioScience:

Source BioScience (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 cutting-edge technology platforms including the world's largest online catalogue of biomolecular tools. The Group 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 and additional predictive testing for treatment optimisation for clinicians and patients. The Group has its headquarters in Nottingham, UK. For more information, see http://www.sourcebioscience.com/.

Information on this announcement

This is an announcement falling under Rules 2.2(e), 2.4 and 2.5 of the Takeover Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code.

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror 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 offeror 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 offeror(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 offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror 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 offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. 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 offeror, 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 offeror, 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 offeror and Dealing Disclosures must also be made by the offeree company, by any offeror 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 offeror 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 offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 


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