TIDMXEN
RNS Number : 1470Y
Xenetic Biosciences PLC
21 January 2014
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 OF
SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
21 January 2014
RECOMMENDED OFFER
BY
GENERAL SALES AND LEASING, INC.
FOR
XENETIC BIOSCIENCES PLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Issue of New Share
and
Rule 2.10 Announcement
The Board of Xenetic announces that it has today allotted a
single new share in the capital of the Company, issued as fully
paid to GSL. The requirement to issue this share arises from the
provisions of the Scheme, as described in section 3(a) of Part 2 of
the Scheme Document. GSL has agreed to subscribe for one fully paid
Xenetic share and to hold the same until after the Effective Date.
The share so allotted will not be a Scheme Share and is not subject
to the Scheme.
In accordance with Rule 2.10 of the City Code on Takeovers and
Mergers (the "Code"), the Company announces that it now has in
issue a total of 408,048,488 Ordinary Shares of GBP0.005 ("Ordinary
Shares"). No shares are held as treasury shares, and the total
number of voting rights in the Company is 408,048,488 Ordinary
Shares. The International Securities Identification Number (ISIN)
for the Company's Ordinary Shares is GB00B08NWV55.
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
given to them in the Scheme Document.
Enquiries:
General Sales and Leasing, Inc. +1 702 312 6255
Ari L. Nagler (President and CEO)
Kyleen Cane, Cane Clark LLP (US counsel to GSL)
Xenetic Biosciences plc +44 (0)20 3021 1500
Colin Hill (Chief Financial Officer)
London Bridge Capital Limited +44 (0)7912 201639
(Financial adviser to Xenetic)
Adam Hart
N+1 Singer +44 (0)20 7496 3000
(Nominated Adviser & Broker to Xenetic)
Aubrey Powell
Walbrook PR +44 (0)20 7933 8780
Mike Wort
Anna Dunphy
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of, any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Acquisition will be effected solely
through the Scheme Document, the Equivalent Document and the Forms
of Proxy, which together will contain the full details and terms
and conditions of the Scheme, including the details of how to
approve the Scheme. The Equivalent Document in relation to the GSL
Consideration Shares, for which GSL is responsible, will be
published by GSL on or about the date on which the Scheme Document
is posted and will contain information about GSL and the GSL
Consideration Shares. The text of the Equivalent Document will, for
convenience only, be replicated in the Scheme Document.
London Bridge Capital Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Xenetic as its financial adviser and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Xenetic for providing the protections afforded to
clients of London Bridge Capital Limited nor for providing advice
in connection with the Acquisition or the content of, or any other
matter or arrangement described or referred to in, this document.
Neither London Bridge Capital Limited nor any of its directors,
officers, subsidiaries or 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 London Bridge Capital Limited in
connection with the Acquisition or any other matter referred to in
this document, any statement contained herein or otherwise.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Xenetic as its nominated adviser and broker and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Xenetic for providing the protections afforded to
clients of N+1 Singer nor for providing advice in connection with
the Acquisition or the content of, or any other matter or
arrangement described or referred to in, this document. Neither N+1
Singer nor any of their respective directors, officers,
subsidiaries or 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 N+1 Singer in connection with the Acquisition or
any other matter referred to in this document, any statement
contained herein or otherwise.
This announcement has been prepared for the purposes of
complying with English law and the information disclosed may be
different from that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside England and Wales. Overseas Shareholders
should consult their own legal and tax advisers with regard to the
legal and tax consequences of the Scheme and the Acquisition on
their particular circumstances.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the availability of
any offer to shareholders in Xenetic 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
A copy of this announcement is, and will be available, free of
charge for inspection on Xenetic's website at
www.xeneticbio.com/investorrelationsduring the course of the
Acquisition but should not be forwarded or transmitted in or into
or from any Overseas Jurisdiction.
For the avoidance of doubt, the content of the website referred
to above is not incorporated into and does not form part of this
announcement.
Disclosure requirements under the Code
Under Rule 8.3(a) of the City 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 p.m. (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (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 City 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 p.m. (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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Xenetic Bio (LSE:XEN)
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