Source BioScience PLC Update on Irrevocable Undertakings (7443K)
August 01 2013 - 8:19AM
UK Regulatory
TIDMSBS TIDMVDN
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:
No. of Percentage of
Party Ordinary Shares 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: enquiries@sourcebioscience.com
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: sourcebioscience@collegehill.com
Vindon Healthcare plc
Liam Ferguson, Chairman
Tel: +44 (0) 1706 716710
Email: info@vindonhealthcare.com
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
philip.ranger@communications-portfolio.co.uk
** ENDS **
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The company news service from the London Stock Exchange
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