Letter of Intent Signed

 

TIDMGTX 
 
RNS Number : 3993E 
Schroder Investment Management Ltd 
18 December 2009 
 

CONFIDENTIAL 
Launchchange Limited 
Suite 31, The Quadrant Parkway Avenue, Sheffield 
South Yorkshire S9 4WG 
 
17 December 2009 
Dear Sirs, 
Letter of Intent: Proposed Offer by the Offeror for the Company 
1.     In this letter and the schedule hereto: 
+-------------------+-----------------------------------------------+ 
| "Associates"      | means, in relation to Schroder Investment     | 
|                   | Management Limited: (i) any subsidiary or     | 
|                   | holding company of Schroder Investment        | 
|                   | Management Limited or any subsidiary of any   | 
|                   | such holding company (such terms being as     | 
|                   | defined in section 1159 of the Companies Act  | 
|                   | 2006); or (ii) any other entity controlling   | 
|                   | or controlled by Schroder Investment          | 
|                   | Management Limited;                           | 
+-------------------+-----------------------------------------------+ 
| "City Code"       | means The City Code on Takeovers and Mergers; | 
+-------------------+-----------------------------------------------+ 
| "Company"         | means Genetix Group plc;                      | 
+-------------------+-----------------------------------------------+ 
| "Offer Document"  | means the formal documentation containing the | 
|                   | Offer;                                        | 
+-------------------+-----------------------------------------------+ 
| "Offeror"         | means Launchchange Limited;                   | 
+-------------------+-----------------------------------------------+ 
| "Offer"           | means the proposed takeover offer within the  | 
|                   | meaning of section 974 of the Companies Act   | 
|                   | 2006 by the Offeror for the Company at a      | 
|                   | price per Share of 85 pence; and all          | 
|                   | references in this letter to the "Offer"      | 
|                   | shall mean this proposed offer, whether made  | 
|                   | by or on behalf of the Offeror or any of its  | 
|                   | subsidiaries (and, if made by or on behalf of | 
|                   | a subsidiary, all references to the "Offeror" | 
|                   | shall be deemed to include that subsidiary);  | 
+-------------------+-----------------------------------------------+ 
| "Press            | means the press announcement proposed to be   | 
| Announcement"     | made in respect of the Offer, a draft of      | 
|                   | which (dated 16 December 2009) is attached to | 
|                   | this letter;                                  | 
+-------------------+-----------------------------------------------+ 
| "Proposed         | means a date no later than 22 December 2009;  | 
| Announcement      | and                                           | 
| Date"             |                                               | 
+-------------------+-----------------------------------------------+ 
| "Shares"          | means 3,675,724 ordinary shares of 50 pence   | 
|                   | each in the issued share capital of the       | 
|                   | Company.                                      | 
|                   |                                               | 
+-------------------+-----------------------------------------------+ 
2.   This letter is written in connection with the Offer. The terms and 
conditions of the Offer will be substantially as set out or referred to in the 
Press Announcement, together with such additional terms and conditions as may be 
required to comply with: the City Code; and/or the requirements of the Financial 
Services Authority acting in its capacity as the United Kingdom Listing 
Authority; and/or The London Stock Exchange; and/or as are customarily included 
in offers made under the City Code. 
3.   We, Schroder Investment Management Limited, act on our own behalf and/or on 
behalf of our Associates as discretionary investment managers on behalf of 
clients who are the beneficial holders of the Shares. 
4.   We hereby express our intention, based on the information available to us 
at the date hereof and subject to law and regulation, that in respect of such of 
the Shares as are held on behalf of such clients to whom the Offer is made, we 
and/or our Associates will, or will procure that the registered holders, so far 
as reasonably practicable and unless and until the Offer lapses or is withdrawn, 
accept the Offer in respect of the Shares (including any other shares in the 
Company issued after the date hereof and attributable to or derived from such 
Shares and held by such clients) by not later than the first closing date of the 
Offer as set down in the Offer Document dispatched to the shareholders of the 
Company. 
5.   We understand that it is the intention of the Company that the Press 
Announcement to the public of the Offer be published on the Proposed 
Announcement Date. In the event that the Press Announcement has not been 
published by 5 p.m. (London time) on the business day in London immediately 
following the Proposed Announcement Date, in substantially the form of the 
attached draft, this letter of intent shall automatically lapse and be of no 
further force or effect. 
6.   If the Offer Document has not been posted within 28 days of publication of 
the Press Announcement (or within such longer period as the Offeror, with the 
consent of the Panel on Takeovers and Mergers, determines, being not more than 
six weeks after the Press Announcement) this letter of intent shall 
automatically lapse and be of no further force or effect. 
7.   Notwithstanding anything contained in this letter, and subject to law and 
regulation, we and our Associates reserve and retain the right to transfer the 
Shares (or any of them) to any replacement fund manager or custodian nominated 
by our underlying client in circumstances where such underlying client has 
terminated our or our Associates' professional relationship in respect of the 
Shares or where the relationship continues but our client has changed the 
investment mandate that we have so that our or our Associates' holding the 
Shares is no longer consistent with the new mandate. In any such circumstances, 
the provisions of this letter of intent shall, in respect of the relevant 
Shares, automatically lapse and be of no further force or effect. 
8.   Notwithstanding anything contained in this letter, we and/or our Associates 
shall at all times reserve and retain the right to deal with the Shares in our 
absolute discretion or on the instructions of our clients or otherwise. Nothing 
in this letter is intended to, nor shall it, create any legal obligation or 
liability on us, our Associates or our clients. Furthermore, our or our 
Associates' intentions in respect of the Shares may change whether in the light 
of further information, changed circumstances or otherwise. 
9.   We acknowledge that you may, disclose this non-binding indication of an 
intention to accept the Offer in accordance with Rule 8.4 of the City Code and 
make reference in the Press Announcement and the Offer Document to this 
non-binding indication of an intention to accept the Offer, including details of 
our identity.  We understand that, if the Offer is made, this letter of intent 
may be made available for inspection during the Offer period in accordance with 
the requirements of the City Code. 
10.   Save as set out in paragraph 9 above, the giving and contents of this 
letter of intent are confidential and may not be disclosed to any third party, 
unless: 
(i)  the consent of both parties has been obtained; 
(ii)  a party is required to do so by law or the rules of any regulatory body to 
which such party is obliged to adhere, in which case the party proposing to make 
such disclosure will, so far as reasonably practicable, consult with and take 
into account the reasonable requirements of the other as to the timing and 
content of any such disclosure; or 
(iii)  the information is disclosed to an agent or adviser of either party in 
connection with the Offer and such party agrees to be bound by these 
confidentiality provisions. 
11.   The terms of this letter of intent shall be governed by and construed in 
accordance with English law. 
12.   This letter has been signed in duplicate on behalf of Schroder Investment 
Management Limited. Please acknowledge receipt of this letter and confirm your 
agreement to its terms by countersignature on behalf of the Offeror. One copy of 
the letter should then be returned to us. 
 
Click on, or paste the following link into your web browser, to view the 
associated PDF document. 
 
http://www.rns-pdf.londonstockexchange.com/rns/3993E_-2009-12-18.pdf 
Yours faithfully 
 
 
 
 
For and on behalf of Schroder Investment Management Limited 
 
 
We acknowledge receipt of this letter and confirm our agreement to its terms. 
For and on behalf of the Offeror 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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