Cello Health PLC Scheme of Arrangement becomes Effective (7874V)

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RNS Number : 7874V

Cello Health PLC

11 August 2020

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

FOR IMMEDIATE RELEASE

11 August 2020

Recommended Cash Acquisition

of

Cello Health plc ( "Cello")

by

Pharma Value Demonstration Bidco Limited ( "Bidco"),

a newly incorporated company wholly owned by Value Demonstration UK Holdings Limited, a company backed by Arsenal Capital Partners V LP and Arsenal Capital Partners V-B LP

Scheme of Arrangement becomes Effective

On 1 July 2020, Cello and Bidco announced that they had agreed the terms of a recommended all-cash acquisition of the entire issued and to be issued ordinary share capital of Cello by Bidco (the "Acquisition"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

On 7 August 2020, Cello announced that the Court had sanctioned the Scheme at the Court Hearing held earlier that day.

Following the delivery of a copy of the Court Order with the Registrar of Companies earlier today, Cello and Bidco are pleased to announce that the Scheme has now become Effective.

Under the terms of the Scheme, holders of Scheme Shares are entitled to receive 161 pence for each Scheme Share held at the Scheme Record Time. The latest date for the despatch of cheques to Scheme Shareholders and settlement through CREST is 25 August 2020.

Dealings in Cello Shares were suspended with effect from 7.30 a.m. (London time) today. Cancellation of the admission to trading on AIM of Cello Shares is expected to take place at 7.00 a.m. (London time) on 12 August 2020.

Capitalised terms used but not defined in this announcement have the meanings given to them in the scheme document published on 13 July 2020 containing the full terms and conditions of the Acquisition by Bidco of the entire issued and to be issued share capital of Cello (the "Scheme Document").

 
 
  Enquiries: 
 
Cello Health plc                                Tel: [phone] 
                                                 8468 
Chris Jones (Chairman) 
 Mark Scott (Chief Executive Officer) 
 Mark Bentley (Group Finance Director) 
 
Greenhill (Rule 3 financial adviser to Cello)   Tel: [phone] 
                                                 7400 
David Wyles 
 Dean Rodrigues 
 Pernille Thuesen 
 
Cenkos (nominated adviser and broker to Cello)  Tel: [phone] 
                                                 8900 
Giles Balleny 
 Harry Hargreaves 
 
Buchanan (PR adviser to Cello)                  Tel: [phone] 
                                                 5000 
Mark Court 
 
Rothschild & Co (financial adviser to Bidco)    Tel: [phone] 
                                                 5000 
Julian Hudson 
 Aashis Mehta 
 Ashley Southcott 
 
FTI Consulting (PR adviser to Bidco)            Tel: [phone] 
                                                 1000 
Ben Atwell 
 Simon Conway 
 

Important Notes

Greenhill, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Cello as financial adviser and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Cello for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement.

Cenkos, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Cello as nominated adviser and broker and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Cello for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement.

Rothschild & Co, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Arsenal and Bidco and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Arsenal and Bidco for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement.

Further information

This announcement does not nor is intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Acquisition or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This announcement has been prepared for the purposes of complying with English law, the AIM Rules, the rules of the London Stock Exchange and the 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 of England and Wales.

Overseas jurisdictions

The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement and the documents required to be published by Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at www.pharma-value- demonstration.com and Cello's website at www.cellohealthplc.com and in any event by no later than 12:00 noon (London time) on the following business day after publication. For the avoidance of doubt, the contents of those websites (including the content of any other website accessible from hyperlinks on such websites) are not incorporated into by reference, and do not form part of, this announcement.

Cello Shareholders and persons with information rights may request a hard copy of this announcement by contacting Cello's Registrars during business hours on [phone] or by submitting a request in writing to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made.

You may request that all future documents, announcements and information be sent to you in relation to the Acquisition in hard copy.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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August 11, 2020 05:07 ET (09:07 GMT)