NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. ANY TIME ADVISED IS THE TIME PREVAILING IN LONDON, UK.
Nottingham, UK − 29 August 2013 − Background: On 7 August 2013 the Boards of Directors of Source BioScience and Vindon announced the terms of a recommended cash offer to be made by Source BioScience for the entire issued ordinary share capital of Vindon at 13.7p per Vindon Share (the "Offer"). The full terms of, and conditions to, the Offer together with the procedure for acceptance were set out in the offer document issued by Source BioScience on 7 August 2013 (the "Offer Document") and in respect of Vindon Shares held in certificated form, in the form of acceptance.
Level of acceptances
As required by the City Code, Source BioScience announces that as at 1.00 pm on 28 August 2013 (being the first closing date of the Offer), Source BioScience had received valid acceptances in respect of 73,521,849 Vindon Shares, representing approximately 82.75 per cent. of the entire issued share capital of Vindon.
As at the date of this announcement, Source BioScience holds 150,000 shares, representing 0.2 per cent. of the entire issued share capital of Vindon.
These acceptances include acceptances received in respect of the following, from:
(i) 15,500,000 Vindon Shares, representing approximately 17.44 per cent. of Vindon's entire issued share capital which were subject to irrevocable commitments procured by Source BioScience from the Vindon Directors;
(ii) 7,150,000 Vindon Shares, representing approximately 8.05 per cent. of Vindon's entire issued share capital which were subject to irrevocable commitments procured by Source BioScience from the Independent Vindon Directors; and
(iii) 25,722,984 Vindon Shares, representing approximately 28.95 per cent. of Vindon's entire issued share capital which were subject to irrevocable commitments procured by Source BioScience from certain other Vindon Shareholders.
Accordingly as at 1.00 p.m. on 28 August 2013, Source BioScience either owned or had received valid acceptances of the Offer in respect of a total of 73,671,849 shares, representing, in aggregate, approximately 82.9 per cent. of the entire issued share capital of Vindon.
Source BioScience has also received irrevocable undertakings to accept the Offer from Gary Middlebrook in respect a further 1,640,000 shares for which valid acceptances have yet to be received. These undertakings may be withdrawn if the Offer is withdrawn or lapses. Save as disclosed above, neither Source BioScience nor its associates have any other outstanding irrevocable commitments to accept the Offer.
Extension of the Offer
Source BioScience further announces that the Offer, which remains subject to the terms and conditions set out or referred to in the Offer Document is being extended for 14 days and will remain open for acceptance until the next closing date which will be 1.00 pm on 11 September 2013.
Any further extensions of the Offer Period will be publicly announced no later than 8.00 a.m. on the Business Day following the date on which the Offer was otherwise due to expire, or such later date or time as the Panel may agree. The Offer Price remains unchanged in connection with this extension.
Intention to delist Vindon Shares from trading on AIM
Assuming that the Offer becomes or is declared unconditional in all respects and subject to any applicable requirements by the AIM Rules, Source BioScience intends to procure that Vindon applies to the London Stock Exchange for the cancellation of the admission of the Vindon Shares to trading on AIM. It is anticipated that such cancellation of listing and trading will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional in all respects, subject to compliance with applicable requirements of the AIM Rules.
Vindon Shareholders are strongly recommended to accept the Offer as the delisting will significantly reduce the liquidity and marketability of any Vindon Shares in respect of which acceptances of the Offer are not submitted.
To accept the Offer in respect of shares held in certificated form, the completed and signed Form of Acceptance should be returned and received, in accordance with the instructions printed thereon, by the Receiving Agent as soon as possible and, in any event, by no later than 1.00 p.m. on 11 September 2013.
To accept the Offer in respect of shares held in uncertificated form (that is, in CREST), electronic acceptances should be made and settled, in accordance with the instructions set out in the Offer Document, as soon as possible and, in any event, by no later than 1.00 p.m. on 11 September 2013.
Shareholders who have not accepted the Offer are urged to do so as soon as possible and in any event by 1.00 p.m. on 11 September 2013.
Interests in relevant securities
Save for the interests set out in this announcement, as at the date of this announcement, neither Source BioScience, nor any of the Source BioScience Directors or any other member of the Source BioScience Group, nor so far as the Source BioScience Directors are aware, any person acting in concert (within the meaning of the City Code) with Source BioScience for the purposes of the Offer, has any interest in, right to subscribe for, or has borrowed or lent any shares or securities convertible or exchangeable into shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or rights to subscribe for or purchase the same or holds any options (including traded options) in respect of or has any right to acquire any shares or derivatives referenced to shares ("Vindon Securities"), nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in relation to Vindon Securities.
Terms used in this announcement have the same meaning as in the Offer Document, unless stated otherwise.
This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise. The Offer is made solely by the Offer Document which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Please carefully read the Offer Document in its entirety before making a decision with respect to the Offer.
Notes to Editors
About Source BioScience
Source BioScience plc (LSE: SBS) is an international diagnostics and genetic analysis business serving the healthcare and research markets. The LifeSciences division provides core laboratory research support from conceptualisation to implementation, calling upon a wide range of innovative technology platforms including an online catalogue of biomolecular tools. Source BioScience is a trusted provider of a complete range of sophisticated microarray, next generation and conventional sequencing services. GLP, GCP and CPA accreditations make the sequencing offerings very attractive for applications in regulatory studies or clinical settings. The Healthcare operations provide screening and reference laboratory diagnostic testing for cancer and other diseases in addition to complementary products for serology and diagnostic applications. Source BioScience has its headquarters in Nottingham, UK. For more information, see www.sourcebioscience.com.
Vindon (LSE: VDN) along with its subsidiaries, is engaged in the manufacture of environmental control products for the pharmaceutical industry, life sciences and food sectors together with the provision of related services. Vindon provides products and services for the management of temperature, humidity and light, where controlled storage is required. Its product range includes controlled environment rooms and storage chambers, blood bank storage units and plant growth chambers. Vindon also offers controlled environment storage facilities for its clients at its sites in the UK and Ireland and the US (Atlanta and Southern California). For more information, see www.vindonhealthcare.com.
N+1 Singer, which is authorised and regulated in the UK by the FCA, is acting exclusively as sponsor, financial adviser and broker to Source BioScience in connection with the contents of this announcement and the Offer and no one else and will not be responsible to anyone other than Source BioScience for providing the protections afforded to clients of N+1 Singer nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
Diagnostic Capital, which is authorised and regulated in the UK by the FCA, is acting exclusively as Rule 3 adviser to Vindon in connection with the contents of this announcement and the Offer and no one else and will not be responsible to anyone other than Vindon for providing the protections afforded to clients of Diagnostic Capital nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
Zeus Capital, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Vindon in connection with the contents of this announcement and the Offer and no one else and will not be responsible to anyone other than Vindon for providing the protections afforded to clients of Zeus Capital nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
This announcement is not intended to, and does not, constitute, or form part of, an offer or solicitation of any offer to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Document and, in respect of Vindon Shares held in certificated form, the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the Offer should be made on the basis of the information in the Offer Document and the Form of Acceptance. Vindon Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions. This announcement has been prepared in accordance with English law and the City Code 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 and regulations of jurisdictions outside England.
The availability of the Offer to persons who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. The Offer will not be made, directly or indirectly, in or into any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction, and the Offer will not be capable of acceptance from or within any such jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction, and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
This announcement is not an offer of securities for sale in the United States, Australia, Canada or Japan or in any other jurisdiction in which such an offer is unlawful.
This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Source BioScience and Vindon and their respective subsidiaries and certain plans and objectives of the Source BioScience Directors and the Vindon Directors with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Source BioScience Directors and the Vindon Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although the Source BioScience Directors and the Vindon Directors believe that the expectations reflected in such forward-looking statements are reasonable, neither Source BioScience nor Vindon can give any assurance that such expectations will prove to have been correct and assume no obligation to update or correct the information contained in this announcement (except to the extent legally required) and Source BioScience and Vindon therefore caution you not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.
Nothing in this announcement is intended to be a profit forecast and the statements in this announcement should not be interpreted to mean that the earnings per Source BioScience Share, or that the profits, margins or cashflows of the Source BioScience group for the current or future financial periods will necessarily be greater than those for the relevant preceding financial period.
Dealing disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on website
In accordance with Rule 30.4 of the City Code, a copy of this announcement will be will be made available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Source BioScience's website at www.sourcebioscience.com and Vindon's website at www.vindonhealthcare.com by no later than 12:00 p.m. on 29 August 2013 (being the Business Day following the date of this announcement). For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.
Documents in hard copy form
Any person entitled to receive a copy of documents, announcements and information relating to the Offer is entitled to receive such documents in hard copy form. Such person may request that all future documents, announcements and information in relation to the Offer are sent to them in hard copy form.
Copies of this announcement and all future documents, announcements and information required to be sent to persons in relation to the Offer may be requested from Equiniti by way of written request to Equiniti, Aspect House, Spencer Road, Lancing West Sussex BN99 6DA or by calling Equiniti on telephone number 0871 384 2468 (from within the UK) or +44 121 415 0107 (from outside the UK) between 9.00 a.m. and 5.00 p.m., Monday to Friday (excluding public holidays).
Issued for and on behalf of Source BioScience.
To contact the Source BioScience team at College Hill, email email@example.com.
Melanie Toyne-SewellManaging Partner