NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY NEW ORDINARY SHARES, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE PROPOSED FIRM PLACING, ACQUISITION AND OPEN OFFER. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY NEW ORDINARY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION IN THE PROSPECTUS.
COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF SOURCE BIOSCIENCE PLC AT 1 ORCHARD PLACE, NOTTINGHAM BUSINESS PARK, NOTTINGHAM NG8 6PX.
Nottingham, UK – 7 August 2013 – The Board announces an open offer (the “Open Offer") of up to 10,778,066 ordinary shares of 2 pence each (the “New Ordinary Shares”) at an issue price of 9.5 pence (the “Issue Price”) per New Ordinary Share to all eligible shareholders to subscribe for new shares in Source BioScience. The Open Offer is to raise up to approximately £1.02m before expenses and to the extent that the Open Offer is not taken up by Qualifying Shareholders, the Board intends to seek subscribers for such shares on substantially the same terms as the Open Offer.
The Open Offer provides Source BioScience Shareholders with the opportunity to mitigate, in part, the dilutive effects of the Firm Placing announced on 24 July 2013, in connection with the offer to acquire the issued and to be issued share capital of Vindon Healthcare plc (the “Acquisition”), announced separately today.
The net proceeds of the Open Offer will be applied as growth capital in the business, including as funding for organic growth initiatives and selected acquisitions, or in the event that no suitably attractive growth opportunities are identified, the Board may at its discretion use the proceeds to repay debt.
Further details of the Open Offer are set out in the Prospectus which has been posted today to all Qualifying Shareholders to provide them with, inter alia, details of the Open Offer, the use of proceeds and the rationale as to why the Board considers the Fundraising (being the Firm Placing and the Open Offer) to be beneficial to shareholders as a whole.
Extracts from the Prospectus have been included below. Defined terms in this announcement have the meaning given to them in the Prospectus and the Prospectus should be read in full with regard to the Open Offer and in relation to other matters announced separately today.
A copy of the Prospectus will be available for inspection at the National Storage Mechanism which is located at www.morningstar.co.uk/uk/NSM. Copies of the Prospectus are also available on the Company's website at www.sourcebioscience.com and for collection, free of charge during normal business hours from the Company's registered office up to and including the date of Admission.
Notes to Editors
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Issued for and on behalf of Source BioScience.
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Melanie Toyne-SewellManaging Partner