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12th September 2013:
On 7 August 2013 the Boards of Source BioScience and Vindon announced the terms of a recommended cash offer to be made by Source BioScience for the entire issued ordinary share capital of Vindon at 13.7p per Vindon Share. The full terms of, and conditions to, the Offer together with the procedure for acceptance were set out in the Offer Document issued by Source BioScience on 7 August 2013 and in respect of Vindon Shares held in certificated form, in the Form of Acceptance.
Further to the announcement on 29 August 2013, Source BioScience announces that valid acceptances in respect of more than 90 per cent. of the entire issued share capital of Vindon have been received and that the Offer is now unconditional as to acceptances. The Offer is expected to be declared unconditional in all respects on admission to trading of the Firm Placing Shares, which is expected to take place on 13 September 2013. Further announcements will be made as appropriate.
The Offer will remain open for acceptances until further notice. At least 14 days' notice will be given before Source BioScience closes the Offer to further acceptances.
Level of acceptances
As required by the City Code, Source BioScience confirms that as at 1.00 p.m. on 11 September 2013, Source BioScience had received valid acceptances in respect of 82,141,225 Vindon Shares, representing approximately 92.45 per cent. of the entire issued share capital of Vindon.
These acceptances include acceptances received in respect of:
(i) 15,500,349 Vindon Shares, representing approximately 17.45 per cent. of Vindon’s entire issued share capital which were subject to irrevocable commitments procured by Source BioScience from the Vindon Directors;
(ii) 7,150,000 Vindon Shares, representing approximately 8.05 per cent. of Vindon’s entire issued share capital which were subject to irrevocable commitments procured by Source BioScience from the Independent Vindon Directors; and
(iii) 27,837,714 Vindon Shares, representing approximately 33.18 per cent. of Vindon’s entire issued share capital which were subject to irrevocable commitments procured by Source BioScience from certain other Vindon Shareholders.
Valid acceptances have been received in respect of all of the Vindon Shares which were the subject of irrevocable commitments to accept the Offer procured by Source BioScience and its associates, save in respect of 1,640,000 Vindon Shares.
Source BioScience holds 150,000 shares, representing 0.2 per cent. of the entire issued share capital of Vindon.
Accordingly as at 1.00 p.m. on 11 September 2013, Source BioScience either owned or had received valid acceptances of the Offer in respect of a total of 82,291,225 shares, representing, in aggregate, approximately 92.62 per cent. of the entire issued share capital of Vindon.
Offer remains open for acceptance
The Offer, which remains subject to the terms set out in the Offer Document, will remain open for acceptance until further notice. Vindon Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.
Details of the procedure for doing so are set forth in the Offer Document (including, in the case of certificated Vindon Shares, the Form of Acceptance) sent to Vindon Shareholders on 7 August 2013.
To accept the Offer in respect of Vindon Shares held in certificated form, the completed and signed Form of Acceptance should be returned and received, in accordance with the instructions printed thereon, by the Receiving Agent as soon as possible.
To accept the Offer in respect of Vindon Shares held in uncertificated form (that is, in CREST), electronic acceptances should be made and settled, in accordance with the instructions set out in the Offer Document, as soon as possible.
Interests in Vindon Shares
Save as set out above, on 11 September 2013 (being the last practicable date prior to the publication of this announcement), neither Source BioScience, nor any person acting in concert with Source BioScience has any right to subscribe for any relevant securities of Vindon nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Vindon. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Vindon and any borrowing or lending of any relevant securities of Vindon which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to the Vindon Shares.
Terms used in this announcement have the same meaning as in the Offer Document, unless stated otherwise.
This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise. The Offer is made solely by the Offer Document which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Please carefully read the Offer Document in its entirety before making a decision with respect to the Offer.
Once the Firm Placing Shares have been admitted to trading the Offer will be unconditional in all respects.
Source BioScience plc
Dr Nick Ash, CEO
Tel: +44 (0) 115 973 9010
For investor and media enquiries:
N+1 Singer (Financial Advisor, Sponsor and Broker to Source BioScience)
Aubrey Powell/ Joseph Stroud/ Laura White
Tel: +44 (0)20 7496 3000
College Hill (PR Agency to Source BioScience)
Melanie Toyne-Sewell/ Claire Dickinson
Tel: +44 (0)20 7457 2020
Vindon Healthcare plc
Liam Ferguson, Chairman
Tel: +44 (0) 1706 716 710
Zeus Capital Limited (Financial Advisor to Vindon)
Andrew Jones / Nick Cowles
Tel: +44 (0)161 831 1512
Diagnostic Capital Limited (Rule 3 Adviser to Vindon)
Tel: +44 (0)161 359 3414
The Communications Portfolio (PR Agency to Vindon)
Philip Ranger / Ariane Comstive
Tel: +44 (0) 20 7536 2028/29
About Source BioScience
Source BioScience plc (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 innovative technology platforms including an online catalogue of biomolecular tools. Source BioScience 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 in addition to complementary products for serology and diagnostic applications. Source BioScience has its headquarters in Nottingham, UK. For more information, see www.sourcebioscience.com.
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. Vindon 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 sites in the UK and Ireland and the US (Atlanta and Southern California). For more information, see www.vindonhealthcare.com.
N+1 Singer, which is authorised and regulated in the UK by the FCA, is acting exclusively as sponsor, financial adviser and broker to Source BioScience in connection with the contents of this announcement and the Offer and no one else and will not be responsible to anyone other than Source BioScience for providing the protections afforded to clients of N+1 Singer nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
Diagnostic Capital, which is authorised and regulated in the UK by the FCA, is acting exclusively as Rule 3 adviser to Vindon in connection with the contents of this announcement and the Offer and no one else and will not be responsible to anyone other than Vindon for providing the protections afforded to clients of Diagnostic Capital nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
Zeus Capital, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Vindon in connection with the contents of this announcement and the 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 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 Offer or otherwise. The Offer will be made solely by the Offer Document and, in respect of Vindon Shares held in certificated form, the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the Offer should be made on the basis of the information in the Offer Document and the Form of Acceptance. Vindon Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions. This announcement has been prepared in accordance 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 and regulations of jurisdictions outside England.
The availability of the Offer to persons who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. The Offer will not be made, directly or indirectly, in or into any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction, and the Offer will not be capable of acceptance from or within any such jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction, and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
This announcement is not an offer of securities for sale in the United States, Australia, Canada or Japan or in any other jurisdiction in which such an offer is unlawful.
Publication on website
In accordance with Rule 30.4 of the City Code, a copy of this announcement will be will be made available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Source BioScience's website at www.sourcebioscience.com and Vindon’s website at www.vindonhealthcare.com by no later than 12:00 p.m. on 13 September 2013 (being the Business Day following the date of this announcement). For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.
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