Sinclair Pharma PLC Scheme of Arrangement becomes Effective (2470G)

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RNS Number : 2470G

Sinclair Pharma PLC

05 November 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

5 NOVEMBER 2018

RECOMMED CASH ACQUISITION

of

Sinclair Pharma plc ("Sinclair ")

by

Huadong Medicine Aesthetics Investment (HongKong) Limited ("Huadong")

(a newly incorporated company indirectly wholly-owned by Huadong Medicine Co., Ltd. ("HMC"))

Scheme of Arrangement (the "Scheme") becomes Effective

The Boards of Sinclair and Huadong are pleased to announce that, further to the announcement on 1 November 2018 by Sinclair that the Court had sanctioned the Scheme, a copy of the Court Order has been delivered to the Registrar of Companies today and accordingly the Scheme has become effective in accordance with its terms and Sinclair is now a subsidiary of Huadong.

As previously advised, trading in Sinclair Shares on AIM will be suspended with effect from 7.30 a.m. today and the cancellation of the admission to trading of the Sinclair Shares on AIM is expected to take place at 7.00 a.m. on 6 November 2018. A notice will be issued when the admission to trading of the Sinclair Shares on AIM has been cancelled.

A Scheme Shareholder on the register of members of Sinclair at the Scheme Record Time, being close of business (London time) on 2 November 2018, will be entitled to receive 32 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Sinclair Shareholders holding Scheme Shares in certificated form and in uncertificated form, respectively) as soon as practicable. The latest date for despatch of cheques and settlement of the Cash Consideration in relation to the Acquisition is 19 November 2018.

The Company is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply. Capitalised terms in this announcement ("Announcement"), unless otherwise defined, have the same meanings as set out in the scheme document sent or otherwise made available to shareholders of Sinclair containing further information on the Scheme, which was published on 1 October 2018 (the 'Scheme Document').

Enquiries:

 
 Sinclair Pharma plc                               Tel: [phone] 
                                                    6920 
 Grahame Cook 
 Chris Spooner 
 Alan Olby 
 Andy Crane 
 
 Rothschild (Lead Financial Adviser to Sinclair)   Tel: [phone] 
                                                    5000 
 Dominic Hollamby 
 Julian Hudson 
 Josh Johnson 
 
 Peel Hunt (Joint Financial Adviser, Nominated      Tel: [phone] 
  Adviser and Joint Broker to Sinclair)              8900 
 James Steel 
 Michael Nicholson 
 Oliver Jackson 
 
 FTI Consulting (Public Relations Adviser          Tel: [phone] 
  to Sinclair)                                      1000 
 Ben Atwell 
 Brett Pollard 
 Stephanie Cuthbert 
 
 Huadong Medicine Aesthetics Investment           Tel: [phone] 
  (HongKong) Limited 
 Bo Chen 
 
 Piper Jaffray Ltd (Financial Adviser to          Tel: [phone] 
  Huadong) 
 Neil Mackison 
 Graeme Smethurst 
 

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Sinclair and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than Sinclair for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to the matters referred to herein. Neither Rothschild nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild in connection with the matters referred to in this Announcement, or otherwise.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Sinclair and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than Sinclair for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with the matters referred to in this Announcement, or otherwise.

Piper Jaffray, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Huadong and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than Huadong for providing the protections afforded to clients of Piper Jaffray, nor for providing advice in relation to the matters referred to herein. Neither Piper Jaffray nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Piper Jaffray in connection with the matters referred to in this Announcement, or otherwise.

Jones Day is retained as legal adviser to Huadong.

Eversheds Sutherland (International) LLP is retained as legal adviser to Sinclair.

IMPORTANT NOTES

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities, or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of Sinclair in any jurisdiction in contravention of applicable law. The Acquisition will be effected solely through the Scheme Document (or, if the Acquisition is implemented by way of a Contractual Offer, the offer document) which contains the full terms and conditions of the Acquisition.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and 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 legal or regulatory requirements. 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 or liability for the violation of such restrictions by any person.

The availability of the Acquisition to persons who are not resident in the United Kingdom may be restricted by the laws and/or regulations of the relevant jurisdictions in which they are located. The Acquisition will not be made available, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. 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. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

This Announcement has been prepared pursuant to and for the purpose of complying with the laws of England and Wales, the AIM Rules, the Code and the Rules of the London Stock Exchange 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.

Publication on website

Pursuant to Rule 26.1 of the Code, a copy of this Announcement and other documents in connection with the Acquisition will, subject to certain restrictions, be available for inspection on Huadong's website at http://www.eastchinapharm.com/En/News/Sinclair_Notice and by Sinclair on its website at https://www.sinclairpharma.com/investors/recommended-offer-for-the-company no later than 12.00 noon (London time) on the day following this Announcement. The contents of the websites referred to in this Announcement are not incorporated into, and do not form part of, this Announcement.

Requesting hard copy documents

Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Acquisition should be in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested from either Huadong by contacting Bo Chen at Huadong, telephone number [phone] or Sinclair by contacting Andy Crane, telephone number [phone].

, 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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(END) Dow Jones Newswires

November 05, 2018 02:00 ET (07:00 GMT)