SourceBio International PLC Results of General Meeting and Tender Offer (3538K)

TIDMSBI

RNS Number : 3538K

SourceBio International PLC

20 December 2022

SourceBio International plc

( " SourceBio " , the " Company " or the " Group " )

Results of General Meeting and Tender Offer

and

Cancellation of Admission of the Company's Ordinary Shares to Trading on AIM

and

Cancellation of SAYE and ESOP share schemes

Results of the General Meeting

SourceBio (AIM: SBI) announces that, at the General Meeting of the Company held at 12:00 p.m. today, the resolutions put to Shareholders to approve the Tender Offer, Cancellation, Re-Registration and New Articles were duly passed. Voting on the resolutions was as follows:

 
 Resolution   Description                                        For   Against   Withheld 
              A special resolution to authorise 
               and to approve the terms under 
               which the Tender Offer will be 
 1             effected.                                  61,789,000   215,356      1,662 
             ------------------------------------------  -----------  --------  --------- 
              A special resolution for the cancellation 
               of admission of the Ordinary Shares 
 2             to trading on AIM.                         61,474,427   530,329      1,262 
             ------------------------------------------  -----------  --------  --------- 
              A special resolution relating 
               to the Re-Registration of the 
 3             Company as a private limited company.      61,474,374   495,908      1,262 
             ------------------------------------------  -----------  --------  --------- 
              A special resolution relating 
               to the replacement of the Company's 
               current articles of association 
 4             with new articles of association.          61,474,895   493,387      3,262 
             ------------------------------------------  -----------  --------  --------- 
 

Note: Any proxy appointments which gave direction to the Executive Chairman have been included in the "for" column. The total number of shares in issue is 74,183,038.

Result of the Tender Offer

The maximum aggregate number of Ordinary Shares that could be purchased pursuant to the Tender Offer was 11,071,810 Ordinary Shares (representing 14.9 per cent. of the Company's issued share capital) at the Tender Price of 115 pence per Ordinary Share.

SourceBio can confirm that a total of 5,981,364 Ordinary Shares have been tendered at 115 pence per Ordinary Share in connection with the Tender Offer, representing approximately 8.1 per cent. of the Company's issued share capital. The total value which will be returned to Shareholders pursuant to the Tender Offer will be approximately GBP6.9 million.

Payment will be made through CREST for uncertificated Ordinary Shares purchased pursuant to the Tender Offer along with CREST accounts credited for revised, uncertificated holdings of Ordinary Shares, by 23 December 2022. Cheques for certificated Ordinary Shares purchased pursuant to the Tender Offer and balancing share certificates for revised, certificated holdings in the case of partial tenders will be despatched by 4 January 2023.

Financing of the Tender Offer

The Tender Offer will be funded from the Company's own cash resources and the Harwood Convertible Loan Note of GBP4 million. The Company has decided not to draw the GBP4 million term loan included within the Barclays Bank facility agreement dated 22 November 2022, but will retain the revolving credit facility of GBP4 million for potential future working capital purposes.

Total voting rights

With effect from 21 December 2022, the total number of exercisable voting rights in the Company will reduce from 74,183,038 to 68,201,674. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.

Cancellation and Re-Registration

As previously announced on 23 November 2022, following the approval of the proposed Cancellation by Shareholders at the General Meeting held today, the last day of dealings in the Company's Ordinary Shares on AIM will be 29 December 2022 and the Cancellation will become effective at 7:00 a.m. on 30 December 2022, subject to a Dealing Notice, as defined in the AIM Rules for Companies, being issued.

The Re-Registration of the Company as a private company is expected to take place on or around 18 January 2023.

Cancellation of the SAYE and ESOP share plans

As a consequence of the imminent cancellation of admission to trading on AIM, the Company will no longer have a daily share price nor active trading in its Ordinary Shares. The Board has therefore decided to cancel both its SAYE plan which was adopted on 12 October 2021 and its ESOP plan which was adopted on 22 September 2021.

Defined terms used in this announcement shall bear the meaning set out in the appendix to the Circular dated 23 November 2022.

Contacts:

 
 SourceBio International plc                                 www.sourcebiointernational.com 
 Jay LeCoque, Executive Chairman                                            Via Walbrook PR 
 Tony Ratcliffe, Chief Financial Officer 
 
 Liberum (Nominated Advisor and Broker)                                  Tel: [phone] 
 Richard Lindley / William Hall / 
  Miquela Bezuidenhoudt 
 
 Walbrook PR Limited                         Tel: [phone] or [e-mail] 
 Paul McManus / Sam Allen                                        Mob: [phone] / 07502 
                                                                                    558 258 
 
 

About SourceBio International plc www.sourcebiointernational.com

SourceBio is a leading international provider of integrated state-of-the-art laboratory services with clients in the pharmaceutical, healthcare, clinical, drug development and life sciences research industries, with a focus on improving patient diagnosis, management and care. Group revenues are derived primarily from three core business units:

 
 --   Healthcare Diagnostics - Histopathology cancer screening, including 
       Digital Pathology and clinical diagnostic services for the NHS and 
       private healthcare providers across the UK 
 --   Genomics - DNA sequencing services and Precision Medicine offering 
       for pharmaceutical and biotechnology industries, academia, contract 
       research organisations (CROs) and other research groups in the UK, 
       Europe and North America 
     ---------------------------------------------------------------------- 
 --   Stability Storage - Controlled environmental storage services and 
       laboratory equipment validation services for pharmaceutical industry 
       in the UK, Ireland and North America 
     ---------------------------------------------------------------------- 
 

More details on Group operations can be found here: www.sourcebioscience.com

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.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

ROMUROURUNUUUAA

(END) Dow Jones Newswires

December 20, 2022 07:38 ET (12:38 GMT)