TIDMINS
RNS Number : 0181U
Instem plc
20 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
20 November 2023
RECOMMED CASH OFFER
by
ICHOR MANAGEMENT LIMITED
(a newly incorporated company controlled by funds managed by
ARCHIMED SAS)
for
INSTEM PLC
Scheme becomes Effective
On 30 August 2023, the board of directors of Ichor Management
Limited ("Bidco"), a newly incorporated company controlled by funds
managed by ARCHIMED SAS, and the board of directors of Instem plc
("Instem") announced that they had reached agreement on the terms
of a recommended cash offer by Bidco for the entire issued and to
be issued share capital of Instem (the "Acquisition"). The
Acquisition is being implemented by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
The scheme document in respect of the Acquisition was published
and made available to Instem Shareholders on 25 September 2023 (the
"Scheme Document"). Capitalised terms used but not otherwise
defined in this announcement shall have the meaning given to them
in the Scheme Document.
The boards of Instem and Bidco are pleased to announce that,
further to the joint announcement by Instem and Bidco on 16
November 2023 that the High Court of Justice in England and Wales
had sanctioned the Scheme at the Court Sanction Hearing held
earlier on the same date, the Court Order (together with a copy of
the Scheme and all documents required to be annexed thereto, if
any) has been delivered to the Registrar of Companies today and
accordingly the Scheme has now become Effective in accordance with
its terms and Instem is now a wholly owned subsidiary of Bidco.
As previously advised, trading in Instem Shares on AIM was
suspended with effect from 7.30 a.m. this morning, 20 November
2023. An application has been made to the London Stock Exchange in
relation to the cancellation of the admission to trading of Instem
Shares on AIM, which is expected to take place at 7.00 a.m. on 21
November 2023. As a result of the Scheme having become effective,
share certificates in respect of Instem Shares will cease to be
valid documents of title and entitlements to Instem Shares held in
uncertificated form in CREST are being cancelled.
Under the terms of the Scheme, a Scheme Shareholder on the
register of members of Instem at the Scheme Record Time, being 6.00
p.m. on 17 November 2023, will be entitled to receive 833 pence for
each Scheme Share held.
Settlement
Settlement of the consideration to which any Scheme Shareholder
is entitled will be effected by way of the despatch of cheques or
the crediting of CREST accounts (for Instem Shareholders holding
Scheme Shares in certificated form and in uncertificated form
respectively) as soon as practicable. The latest date for despatch
of cheques and settlement of the cash consideration in relation to
the Acquisition through CREST is 4 December 2023.
Resignation of Non-Executive Directors
Additionally, as a result of the Scheme becoming effective,
David Gare, Mike McGoun, Riaz Bandali and Mary Dolson have resigned
as Non-Executive Directors of Instem.
The Company is no longer in an "Offer Period" as defined in the
Code and accordingly the dealing disclosure requirements previously
notified to investors no longer apply.
All references to times in this announcement are to London
time.
Enquiries
Instem
Phil Reason Via Walbrook
Nigel Goldsmith
Rothschild & Co (Financial Adviser to Instem)
Alistair Allen Tel: +44 (0) 161 827 3800
Julian Hudson
Tom Palmer
Singer Capital Markets Advisory LLP (Nominated Adviser, Joint
Financial Adviser and Joint Broker to Instem)
Peter Steel Tel: +44 (0) 20 7496 3000
Alex Bond
Oliver Platts
Stifel Nicolaus Europe Limited (Joint Broker to Instem)
Ben Maddison Tel: +44 (0) 20 7710 7600
Richard Short
Walbrook Financial PR (Public Relations Adviser to Instem)
Tom Cooper Tel: +44 (0) 20 7933 8780
Nick Rome
Joe Walker
Bidco
Vincent Guillaumot Tel: +33 4 81 11 35 33
Anthony Farias
Moelis & Company UK LLP (Financial Adviser to ARCHIMED SAS
and Bidco)
Philippe Gallone Tel: +44 (0) 20 7634 3500
Chris Raff
François Saint-Lo
Simon Chaudhuri
Powerscourt (PR adviser to ARCHIMED SAS and Bidco)
Sarah Macleod Tel: +44 (0) 20 7250 1446
Peter Lambie
Disclaimers
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as joint financial
adviser to Instem and for no one else in connection with the
matters referred to in this announcement and will not be
responsible to anyone other than Instem for providing the
protections afforded to clients of Rothschild & Co, nor for
providing advice in relation to the acquisition of Instem or any
other matters referred to in this announcement. Neither Rothschild
& Co nor any of its subsidiaries, branches or affiliates (nor
their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Rothschild & Co
in connection with this announcement, any statement contained in
this announcement, the acquisition of Instem or otherwise. No
representation or warranty, express or implied, is made by
Rothschild & Co as to the contents of this announcement.
Singer Capital Markets, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as joint financial
adviser and nominated adviser to Instem and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than Instem for providing
the protections afforded to clients of Singer Capital Markets, nor
for providing advice in relation to the acquisition of Instem or
any other matters referred to in this announcement. Neither Singer
Capital Markets nor any of its affiliates (nor their respective
directors, partners, officers, employees or agents) owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Singer Capital Markets in
connection with this announcement, any statement contained in this
announcement, the acquisition of Instem or otherwise. No
representation or warranty, express or implied, is made by Singer
Capital Markets as to the contents of this announcement.
Moelis, which is regulated by the FCA in the United Kingdom, is
acting exclusively for ARCHIMED SAS and Bidco and no one else in
connection with the Acquisition and other matters set out in this
Announcement and will not be responsible to anyone other than
ARCHIMED SAS and Bidco for providing the protections afforded to
clients of Moelis, or for providing advice in connection with the
Acquisition or any matter referred to herein. Neither Moelis nor
any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Moelis in connection with this Announcement, any
statement contained herein or otherwise.
Further information
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 forth in this announcement since such date.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Instem's website at
https://investors.instem.com by no later than 12:00 noon on the
Business Day following the date of this announcement. Neither the
contents of this website nor the content of any other website
accessible from hyperlinks on such websites is incorporated into,
or forms part of, this announcement.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.
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END
MSCFLFFFLTLIFIV
(END) Dow Jones Newswires
November 20, 2023 07:33 ET (12:33 GMT)
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