RNS Number : 4136C
Myriad Group AG
30 April 2012
30 April 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
RECOMMENDED INCREASED SHARE OFFER
FOR SYNCHRONICA PLC ("SYNCHRONICA")
BY MYRIAD GROUP AG ("MYRIAD")
On 7 March 2012, the Board of Myriad announced the terms of its recommended increased share offer for the entire issued and to be issued share capital of Synchronica. Under the terms of the Offer, Synchronica Shareholders will receive 4.83 New Myriad Shares for every 100 Synchronica Shares.
Level of Acceptances
Myriad announces that as at 1.00 p.m. on 30 April 2012, being the third closing date of the Offer, it had received valid acceptances under the Offer in respect of 143,388,602 Synchronica Shares, representing approximately 90.34 per cent. of the existing issued ordinary share capital of Synchronica.
Irrevocable undertakings to accept the Offer were received by Myriad from the Directors of Synchronica in respect of 1,978,656 Synchronica Shares, representing approximately 1.25 per cent. of the existing issued ordinary share capital of Synchronica. As at 1.00 p.m. on 30 April 2012, valid acceptances in respect of all of the Synchronica Shares that are subject to these irrevocable undertakings had been received under the Offer.
An irrevocable undertaking to accept the Offer was received by Myriad from FIL Investments International and FIL Pensions Management, together "Fidelity" in respect of 14,345,158 Synchronica Shares, representing approximately 9.04 per cent. of the existing issued ordinary share capital of Synchronica. As at 1.00 p.m. on 30 April 2012, valid acceptances in respect of all of the Synchronica Shares that are subject to this irrevocable undertaking had been received under the Offer.
Extension of the Offer
The Offer has been extended to 1.00 p.m. London time (corresponding to 8.00 a.m. Toronto time) on 15 May 2012.
Myriad has taken up all of the Synchronica Shares, including Synchronica Shares deposited by notice of guaranteed delivery, that have been tendered by 1.00 p.m. London time (corresponding to 8.00 a.m. Toronto time) on 30 April 2012.
Myriad will pay for the Synchronica Shares so taken up as soon as possible, but in any event not later than three business days after taking up such Synchronica Shares. Any Synchronica Shares deposited under (or otherwise validly assented to) the Offer after 1.00 p.m. London time (corresponding to 8.00 a.m. Toronto time) on 30 April 2012 will be taken up and paid for not later than 10 days after such deposit or acceptance.
Compulsory acquisition, de-listing and cancellation of admission to trading of Synchronica Shares
As set out in the Offer Document, Myriad confirms that it intends to exercise its rights in accordance with sections 974 to 979 of the Companies Act to acquire compulsorily the remaining Synchronica Shares on the same terms as the Offer.
Synchronica has applied to the London Stock Exchange for the cancellation of trading in the Synchronica Shares on AIM. It is anticipated that the last day of dealings in Synchronica Shares will be 15 May 2012 and that such cancellation will take effect at 7.00 a.m on 16 May 2012.
The cancellation of trading of Synchronica Shares will significantly reduce the liquidity and marketability of any Synchronica Shares not acquired by Myriad.
Furthermore, if sufficient acceptances are received under the Offer, Myriad intends to, if permitted by the rules of the TSX Venture Exchange, cause Synchronica to de-list the Synchronica Shares from such exchange.
Delisting would significantly reduce the liquidity and marketability of any Synchronica Shares in respect of which acceptances of the Offer are not submitted.
It is also intended that assuming the cancellation of trading of Synchronica Shares on AIM, Synchronica will be re-registered as a private company. Myriad also intends to cause Synchronica to cease to be a reporting issuer under the Securities laws in each province in Canada in which it is a reporting issuer.
Capitalised terms used in this announcement have the meanings ascribed to them in the Offer Document and Revised Offer Document.
Myriad Group AG
Simon Wilkinson (Chief Executive Officer)
James Bodha (Chief Financial Officer)
Zeus Capital Limited
Richard Hughes Tel: 0161 831 1512
Nick Cowles www.zeuscapital.co.uk
Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Myriad and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Myriad for providing the protections afforded to clients of Zeus Capital, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.
This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for or an invitation to purchase, any securities.
This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the formal documentation in relation to the Offer. The Offer has been made solely through the Original Offer Document, the accompanying Forms of Acceptance and the Revised Offer Document, which contain the full terms and conditions of the Offer, including details of how to accept the Offer. Please read carefully the Original Offer Document, the accompanying Forms of Acceptance, the Revised Offer Document and the Synchronica Shareholder Circular in their entirety before making a decision with regards to the Offer. Any acceptance or other response to the proposals should be made on the basis of the information in the Original Offer Document, the accompanying Forms of Acceptance, the Revised Offer Document and the Synchronica Shareholder Circular.
Publication on website
A copy of this announcement is available free of charge on Myriads website at www.myriadgroup.com/investors/share-offer-synchronica.aspx
And on Synchronica's website at
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