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17th September 2013: Source BioScience plc (LSE: SBS) the international diagnostics and genetic analysis services business, announces that its circa GBP 12.2 million recommended cash offer for Vindon Healthcare plc is now declared unconditional in all respects.
• On 13 September 2013, Source BioScience announced that it had received valid acceptances in respect of more than 90 per cent. of the entire issued share capital of Vindon and the Offer had become unconditional as to acceptances
• The acquisition is part funded by the Firm Placing which raised GBP 9.5 million (gross) from existing and new institutional investors and a new banking facility
• Following the admission to trading of the Firm Placing Shares at 8.00 a.m. on 13 September 2013 and the conclusion of other completion matters, the Offer is now unconditional in all respects
• 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. In accordance with the Companies Act, compulsory acquisition measures may be used to acquire Vindon Shares not assented to the Offer
• Vindon Shareholders who have not yet accepted the Offer are reminded 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
• The residual net proceeds of the Firm Placing (after partial funding of the consideration for the Offer and related expenses) will be used, together with the circa GBP 0.8 net proceeds of the recently completed million Open Offer, to fund additional organic and selected acquisitive growth initiatives for the enlarged Source BioScience Group
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. Vindon Shareholders who have not yet accepted the Offer are reminded 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.
Nick Ash, CEO of Source BioScience commented:
“The addition of Vindon Healthcare to the Source BioScience Group is a significant benefit to the business. We will extend our geographic reach, with a broader offering of products and services for our existing and prospective customers, backed by increased in-house expertise. Now that the Offer is unconditional, we can begin our concerted effort to integrate the Vindon business into the Group as quickly and efficiently as possible, and to start to take advantage of new opportunities. We will be providing further updates on our progress over the coming months.”
Total Voting Rights
In accordance with the FCA's Disclosure and Transparency Rules, Source BioScience confirms that as from 13 September 2013, following the admission of the Firm Placing Shares, the Company has 312,873,965 ordinary shares of 2 pence each in issue.
The figure of 312,873,965 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, Source BioScience plc under the Disclosure and Transparency Rules. The voting rights of all ordinary shares in the Company rank pari passu and the Company does not hold any ordinary shares in treasury.
Vindon Shareholders’ attention is draw to the information set out below.
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.
Settlement of consideration
Settlement of the consideration to which any Vindon Shareholders (or, in the absence of any contrary direction as specified in the Offer Document) the first named shareholder in the case of joint shareholders) are entitled under the Offer will be effected (in the manner set out in paragraph 20 of Part II of the Offer Document): (i) in the case of acceptances received on or before 13 September 2013, complete in all respects, by 27 September 2013 or, (ii) in the case of acceptances received, complete in all respects, after 13 September 2013 but while the Offer remains open for acceptance, within 14 days of such receipt.
As valid acceptances have been received by Source BioScience under the Offer in respect of more than 90 per cent. of the Vindon Shares to which the offer relates, Source BioScience has the right to issue compulsory acquisition notices to Vindon Shareholders who do not accept the Offer in accordance with the provisions of sections 974 to 991 of the Act. Accordingly, Source BioScience will shortly be posting statutory notices under section 980(1) of the Act to any Vindon Shareholders who have not validly accepted the Offer, informing such Vindon Shareholders that it will compulsorily acquire their Vindon Shares under the provisions of sections 974 to 991 of the Act.
Cancellation of trading in Vindon Shares
As advised in the Offer Document, at the request of Source BioScience, Vindon will notify the London Stock Exchange pursuant to Rule 41 of the AIM Rules of its intention to cancel admission of the Vindon Shares to trading on AIM.
Such cancellation will reduce the liquidity and marketability of any Vindon Shares not assented to the Offer at that time
Interests in Vindon Shares
Save as set out above, on 13 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.
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
Zeus Capital Limited (Financial Advisor to Vindon)
Andrew Jones / Nick Cowles
Tel: +44 (0)161 831 1512
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.
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 17 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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