TIDMISPH TIDMSPH
RNS Number : 8293F
IS Pharma PLC
03 May 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
3 May 2011
IS Pharma plc
("IS Pharma" or the "Company")
Offer Update: Results of Shareholder Court Meeting and General
Meeting
Further to the announcement made by IS Pharma on 8 April 2011
regarding the posting of the Scheme Document relating to the
recommended offer for the entire issued and to be issued share
capital of IS Pharma by Sinclair Pharma plc ("Sinclair Pharma") to
be effected by means of a Scheme of Arrangement under Part 26 of
the Companies Act 2006, the directors of IS Pharma are pleased to
announce that the Meetings held earlier today in order to approve
the Scheme and related matters have both concluded successfully and
all resolutions proposed at such Meetings were duly passed. This
follows on from the announcement made by Sinclair Pharma earlier
today that the Sinclair Pharma General Meeting held to approve,
amongst other things, the Merger had also been concluded
successfully and that all resolutions proposed at that meeting were
duly passed.
At the Shareholder Court Meeting, a majority in number of Scheme
Shareholders who voted, either in person or by proxy, representing
over 75 per cent. in value of all Scheme Shares voted by those
Scheme Shareholders, voted in favour of the Scheme and accordingly
the resolution was duly passed. The voting of those Scheme
Shareholders who cast votes either in person or by proxy at the
Shareholder Court Meeting was as follows:
Votes for the Votes against the
Total Votes Scheme Scheme
No. of No. of
No. of No. of Scheme No. of Scheme
No. of Scheme Scheme Shares Scheme Shares
Scheme Shares Shareholders represented Shareholders represented
Shareholders represented (and %) (and %) (and %) (and %)
Totals
in
person
and
by 35,562,232 1,025,156
proxy 262 36,587,388 252 (96.18%) (97.20%) 10 (3.82%) (2.80%)
At the General Meeting, the special resolution proposed to
approve the Scheme, the associated Reduction of Capital and certain
other matters in connection with the Scheme (including certain
amendments to the IS Pharma's articles of association) was duly
passed on a show of hands. The ordinary resolution proposed to
approve the payment of GBP249,000 to Tim Wright as compensation for
his loss of office as Chief Executive Officer of the Company was
also duly passed on a show of hands.
Next steps
In order to become effective in accordance with its terms, the
Court must now sanction the Scheme and confirm the Reduction of
Capital at the Court Hearing. The Court Hearing is scheduled to
take place on 19 May 2011.
It is expected that the last day of dealings in IS Pharma Shares
will be 18 May 2011. Following the sanction of the Scheme and
confirmation of the Reduction of Capital by the Court it is
expected that the cancellation of trading on AIM in IS Pharma
Shares will take place at 7.00 am on 23 May 2011, being the
business day immediately following the anticipated Effective Date
of the Scheme.
If any of these expected dates change, IS Pharma will, unless
the Panel on Takeovers and Mergers otherwise consents, give notice
of the change by issuing a further announcement through a
Regulatory Information Service. An expected timetable of principal
events is set out below:
Scheme Record Time 6.00 p.m. on 18 May 2011
Last day of dealings in, 18 May 2011
and for registration of
transfers of, Scheme Shares
Dealings in Scheme Shares 7.30 a.m. 19 May 2011
suspended
Hearing Date 19 May 2011
Effective Date of the 20 May 2011
Scheme
Cancellation of IS Pharma 6.00 p.m. 20 May 2011
Unapproved Options
Exercise of IS Pharma 6.00 p.m. 20 May 2011
EMI Options
Issue of IS Pharma Shares 6.00 p.m. 20 May 2011
to holders of IS Pharma
EMI Options
Admission of Sinclair 23 May 2011
Pharma shares
Cancellation of listing 23 May 2011
of Scheme Shares
Latest date for despatch Fourteen days from the
of cheques and certificates Effective Date
and settlement through
CREST
Cancellation of trading in IS Pharma Shares on AIM
IS Pharma will apply to the London Stock Exchange for the
admission to trading of IS Pharma Shares on AIM to be:
-- suspended with effect from 7.30 a.m. on the date of the Court
Hearing; and
-- cancelled with effect from 7.00 a.m. on the Business Day
immediately following the Effective Date.
It is also proposed that IS Pharma will be re-registered as a
private company on or after the Effective Date, in order to
facilitate the Merger.
It is proposed that following completion of the Merger Sinclair
IS Pharma plc will seek to Delist and apply for admission of its
shares to trading on AIM.
General
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Scheme Document published by IS
Pharma on 8 April 2011 (the "Scheme Document").
Copies of the resolutions passed at the Meetings, the Company's
amended articles of association and the Scheme Document are
available for inspection at the offices of the Company at Office
Village, Chester Business Park, Chester CH4 9QZ during usual
business hours on any weekday (Saturday, Sundays and public
holidays excepted) and will be published on the Company's website:
www.ispharma.plc.uk/inve_aim.php.
Copies of the resolutions passed at the Sinclair Pharma General
Meeting and the Sinclair Pharma Circular are available for
inspection at Sinclair Pharma at Woolsack Way, Godalming, Surrey,
GU7 1XW during usual business hours on any weekday (Saturday,
Sundays and public holidays excepted) and will be published on
Sinclair Pharma's website: www.sinclair pharma.com. Copies of the
resolutions passed at the Sinclair Pharma General Meeting have also
been submitted to the National Storage Mechanism and will be
available for inspection at www.hemscott.com/nsm.do.
Contacts
IS Pharma plc +44 (0)1244 625
150
John Gregory, Chairman
Tim Wright, Chief Executive
Officer
Matthew Hall, Chief Financial
Officer
finnCap Limited +44 (0)20 7600
1658
(Financial Adviser and
Broker to IS Pharma)
Matthew Robinson
Ed Frisby
Financial Dynamics Limited +44 (0)20 7831
3113
(Financial PR to IS Pharma)
Billy Clegg
Oliver Winters
Sinclair Pharma plc +44 (0)1483 410
600
Grahame Cook, Chairman
Chris Spooner, Chief Executive
Officer
Singer Capital Markets +44 (0)20 3205
Ltd 7500
(Financial adviser and
Broker to Sinclair Pharma)
Shaun Dobson
Claes Spang
Financial Dynamics Limited +44 (0)20 7831
3113
(Financial PR to Sinclair
Pharma)
Ben Atwell
Stephanie Cuthbert
IS Pharma Shareholders are advised to read the formal
documentation received by them in relation to the Offer carefully
as it contains important information.
Whether or not certain IS Pharma Shares were voted at the
Shareholder Court Meeting or the General Meeting, if the Scheme
becomes effective those IS Pharma Shares will be cancelled pursuant
to the Scheme in return for 2.6868 New Sinclair Pharma Shares for
every one IS Pharma Share.
finnCap Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as financial
adviser to IS Pharma and no-one else in connection with the Merger
and will not be responsible to anyone other than IS Pharma for
providing the protections afforded to clients of finnCap Limited
nor for providing advice in relation to the Merger or any of the
matters referred to herein.
Singer Capital Markets Limited, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting as financial adviser to Sinclair Pharma and
no-one else in connection with the Merger and will not be
responsible to anyone other than Sinclair Pharma for providing the
protections afforded to clients of Singer Capital Markets Limited
nor for providing advice in relation to the Merger or any of the
matters referred to herein.
This announcement is not intended to, and does not, constitute
or form part of an offer or invitation to sell or subscribe for or
acquire or exchange securities in Sinclair Pharma or IS Pharma or a
solicitation of any vote or approval in any jurisdiction pursuant
to the Merger or otherwise. The full terms and conditions of the
Scheme are set out in the Scheme Document. This announcement does
not constitute a prospectus or a prospectus equivalent document.
The release, publication or distribution of this announcement in
jurisdictions other than the UK and the implications of the Scheme
for IS Pharma Shareholders outside the UK may be affected by the
laws of the relevant jurisdictions. IS Pharma Shareholders outside
the UK should inform themselves about and observe any applicable
requirements. It is the responsibility of each IS Pharma
Shareholder to satisfy himself as to the full observance of the
laws of the relevant jurisdiction in connection therewith,
including the obtaining of any governmental, exchange control or
other consents which may be required to be observed and the payment
of any issue, transfer or other taxes in such jurisdictions. This
announcement has been prepared for the purpose of complying with
English law and the City Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the UK.
The New Sinclair Pharma Shares have not been, nor will they be,
registered under the Securities Act or under the securities laws of
any jurisdiction of the United States and will not be listed on any
stock exchange in the United States. Neither the US Securities and
Exchange Commission nor any US state securities commission has
approved or disapproved of the New Sinclair Pharma Shares, or
determined if this announcement is accurate or complete. Any
representation to the contrary is a criminal offence under US law.
Further, the relevant clearances have not been, and will not be,
obtained from the securities commission of any province of Canada,
no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance and the New Sinclair Pharma Shares have not
been, and nor will they be, registered under or offered in
compliance with applicable securities laws of any state, province,
territory or jurisdiction of Canada, Australia or Japan.
Accordingly, the New Sinclair Pharma Shares may not (unless an
exemption under relevant securities laws is applicable) be offered,
sold, resold or delivered, directly or indirectly, in or into the
United States, Canada, Australia or Japan or any other jurisdiction
if to do so would constitute a violation of the relevant laws of,
or require registration thereof in, such jurisdiction, or to, or
for the account or benefit of, a person located in the United
States, Canada, Australia or Japan.
Cautionary note on forward looking statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Sinclair Pharma and IS Pharma and certain plans and
objectives of the Sinclair Pharma Directors and the IS Pharma
Directors with respect thereto. 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
Sinclair Pharma Directors and the IS Pharma Directors in light of
their experience and their perception of historical trends, current
conditions, expected future developments, and other factors they
believe appropriate. By their nature, 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. Although the Sinclair Pharma Directors
and the IS Pharma Directors believe that the expectations reflected
in such forward-looking statements are reasonable, neither Sinclair
Pharma nor IS Pharma can give any assurance that such expectations
will prove to have been correct and assume no obligation to update
or correct the information contained in this announcement (except
to the extent legally required) and Sinclair Pharma and IS Pharma
therefore caution you not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement.
Disclosure requirements required under the Takeover Code (the
"Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 10(th) 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 per cent. 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Sinclair Pharma plc
has 240,979,560 ordinary shares of 1p each in issue with ISIN
GB0033856740. IS Pharma has 52,000,679 ordinary shares of 10p each
in issue with ISIN GB00B2QBY649.
Publication on websites
In accordance with Rule 19.11 of the Code, a copy of this
announcement will be published, subject to certain restrictions
relating to persons resident in restricted jurisdictions, on IS
Pharma's website at www.ispharma.plc.uk. For the avoidance of
doubt, the contents of this website is not incorporated into and
does not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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