Source BioScience PLC Scheme Effective / Unlisted Securities Alternative (9820J)

TIDMSBS

RNS Number : 9820J

Source BioScience PLC

15 September 2016

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 OR REGULATIONS OF SUCH JURISDICTION

RECOMMENDED CASH OFFER

for

SOURCE BIOSCIENCE PLC

by

SHERWOOD HOLDINGS LIMITED

by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Scheme becomes Effective / Elections for the Unlisted Securities Alternative

Source BioScience plc ("Source BioScience") is pleased to announce that, further to the announcement made on 13 September 2016, the Court Order relating to the recommended cash offer by Sherwood Holdings Limited ("Sherwood") for the entire issued and to be issued ordinary share capital of Source BioScience by means of a scheme of arrangement between Source BioScience and its shareholders pursuant to the provisions of Part 26 of the Companies Act 2006 (the "Scheme"), has been delivered to the Registrar of Companies for registration.

As a result, the Scheme has now become Effective, in accordance with its terms.

As detailed in the Scheme Document dated 17 August 2016, the cancellation of the listing of Source BioScience Shares on the premium segment of the Official List and trading of the Source BioScience Shares on the Main Market is expected to take place at 7.00 a.m. on 16 September 2016. As a result of the Scheme having become Effective, share certificates in respect of Source BioScience Shares will cease to be valid documents of title and entitlements to Source BioScience Shares held in uncertificated form in CREST are being cancelled.

Valid elections for the Unlisted Securities Alternative as at 6.00 p.m. on 14 September 2016 (being the latest time by which Forms of Election for the Unlisted Securities Alternative and TTE Instructions in respect of the same had to be received) were received in respect of, in aggregate, 135,451,852 Scheme Shares, representing approximately 37.6 per cent. of the issued ordinary share capital of Source BioScience.

As a result of higher than expected take-up of the Unlisted Securities Alternative by Source BioScience Shareholders other than the Continental Clients and the Harwood Funds, representing 96,105,473 Scheme Shares, NASCIT has reduced the quantum of the loan being provided under the NASCIT Loan Agreement, from GBP15.0 million to GBP13.6 million.

Accordingly, the Continental Clients and the Harwood Funds will, respectively, hold 33.5 per cent. each of the Sherwood Shares and the Sherwood PIK Loan Notes.

The despatch of cheques and the crediting of CREST accounts for the Cash Consideration due under the Scheme, and the despatch of certificates in respect of Sherwood Share Units, will occur within 14 days of the Effective Date (being 15 September 2016).

General

The Source BioScience directors accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

A copy of this announcement will be available free of charge but subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Source BioScience's website at http://www.sourcebioscience.com. The contents of this website are not incorporated into, and do not form part of, this announcement.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Scheme Document dated 17 August 2016.

Enquiries

 
Source BioScience plc       [phone] 
Laurie Turnbull, Chairman 
 Dr Nick Ash, CEO 
 
 
Nplus1 Singer Advisory LLP 
 (Financial adviser and Broker 
 to Source BioScience)           [phone] 
Nic Hellyer 
 James White 
 
 
Sherwood Holdings Limited 
 Marco Fumagalli, Director            [phone] 
 Christopher Mills, Director           60 
Strand Hanson 
 (Financial adviser to Continental, 
 Harwood Capital and Sherwood)        [phone] 
Stuart Faulkner 
 Matthew Chandler 
 James Dance 
 

Further information

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial

Conduct Authority, is acting exclusively as financial adviser to Sherwood, Continental and Harwood Capital and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than Sherwood, Continental and Harwood Capital for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser and broker to Source BioScience and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than Source BioScience for providing the protections afforded to clients of N+1 Singer or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

You may request a hard copy of this announcement or the Scheme Document, free of charge and/or any information incorporated into them by reference to another source, by calling the Shareholder Helpline on 0333 207 6399 from within the UK or on [phone] if calling from outside the UK or by writing to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA stating your name, and the address to which the hard copy versions should be sent. Calls to the Shareholder Helpline are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form. Unless you have previously elected to receive hard copies of any such documents, announcements or information, hard copies shall not be sent but you may request them.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

Overseas Shareholders

The availability of the Offer, the Unlisted Securities Alternative and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this announcement and any formal documentation relating to the Offer is not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the Code and the Listing Rules 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 the United Kingdom.

The issue of Sherwood Share Units to holders of Scheme Shares in Restricted Jurisdictions would necessitate compliance with special requirements under the laws of the Restricted Jurisdictions. Accordingly, the Unlisted Securities Alternative is not being made available to Restricted Overseas Shareholders who shall receive cash, notwithstanding any election made by them for the Unlisted Securities Alternative.

This information is provided by RNS

The company news service from the London Stock Exchange

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September 15, 2016 10:49 ET (14:49 GMT)