5th Aug 2005 08:30
Synergy Healthcare PLC05 August 2005 SYNERGY HEALTHCARE PLC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 5 AUGUST 2005 RECOMMENDED CASH OFFER ('OFFER')BY BREWIN DOLPHIN SECURITIES LTDON BEHALF OF SYNERGY HEALTHCARE PLC ('SYNERGY')FOR SHILOH PLC ('SHILOH') OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS 1. Unconditional in all respects Synergy, owning or having received acceptances in respect of Shiloh Shares representing more than 75 per cent. of the existing issued ordinary share capital of Shiloh, announces that the recommended cash offer, made by Brewin Dolphin Securities Ltd on behalf of Synergy, has been declared unconditional in all respects and will remain open for acceptance until further notice. 2. Detailed level of acceptances and ownership As at 3.00 p.m. on 4 August 2005, valid acceptances of the Offer had been received in respect of a total of 3,815,038 Shiloh Shares, representing approximately 56.8 per cent. of the issued share capital of Shiloh and representing approximately 69.2 per cent. of the Shiloh Shares to which the Offer relates. Prior to the announcement of the Offer on 28 June 2005, Synergy had received irrevocable undertakings to accept the Offer in respect of a total of 401,085 Shiloh Shares, representing approximately 6.0 per cent. of the existing issued ordinary share capital of Shiloh. Valid acceptances of the Offer have been received in respect of these Shiloh Shares, and are included in the total number of valid acceptances received above. Prior to the commencement of the Offer Period, Synergy owned 185,000 Shiloh Shares, representing approximately 2.8 per cent. of the issued share capital of Shiloh. Synergy has made subsequent market purchases of 1,099,549 Shiloh Shares representing approximately 16.4 per cent. of the issued share capital of Shiloh. Therefore, as at 3.00 p.m. on 4 August 2005, Synergy owned or had received valid acceptances of the Offer in respect of a total of 5,099,587 Shiloh Shares,representing approximately 76.0 per cent. of the issued share capital of Shiloh. Shiloh Shareholders who wish to accept the Offer, and who have not done so, should complete, sign and return their Form(s) of Acceptance as soon as possible, in accordance with the instructions printed thereon, whether or not their Shiloh Shares are in CREST, and return them, as soon as possible to the receiving agents to the Offer, Computershare Investor Services PLC, PO Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ. Additional Forms of Acceptance are available from Computershare Investor Services PLC, by telephoning 0870 702 0100. Prior to the announcement of the Offer on 28 June 2005, Brewin Dolphin Securities was interested in 289,650 Shiloh Shares, of which 185,000 were held on behalf of Synergy and the balance were held on behalf of clients of Brewin Dolphin Securities. As at 3.00pm on 4 August 2005, Brewin Dolphin Securities was interested in 1,290,549 Shiloh Shares, of which 1,284,549 Shiloh Shares were held on behalf of Synergy and the remaining 6,000 Shiloh Shares were held on behalf of clients of Brewin Dolphin Securities. 3. Consideration The consideration will be despatched by first class post, or made by means of a CREST payment, on or before 19 August 2005 to Shiloh Shareholders who have validly accepted the Offer on or before the date of this announcement. Thereafter, consideration will be despatched, or made by means of a CREST payment, to Shiloh Shareholders who validly accept the Offer within 14 days of receipt of an acceptance valid in all respects. 4. Delisting and Compulsory Acquisition Application will be made today to the UKLA for the cancellation of the listing of Shiloh Shares on the Official List and to the London Stock Exchange for the cancellation of the admission to trading of Shiloh Shares on the London Stock Exchange, in each case expected to take effect from 6 September 2005, being 20business days following the date of this announcement. Such cancellation will significantly reduce the liquidity and marketability of any Shiloh Shares in respect of which the Offer is not accepted. The Offer will remain open for acceptance until further notice. In addition, if sufficient acceptances are received, the Offeror intends in due course to implement the procedures set out in sections 428 to 430F of the Companies Act to acquire compulsorily any outstanding Shiloh Shares to which the Offer relates. Enquiries: Synergy Healthcare plc 01332 387107Dr Richard Steeves, Chief ExecutiveIvan Jacques, Finance Director Brewin Dolphin Securities Ltd 0113 241 0130(Financial adviser and corporate broker to Synergy)Mark BradyAndrew Emmott Buchanan Communications 020 7466 5000(PR adviser to Synergy)Mark CourtIsabel Podda Shiloh PLC 0161 624 5641David Winterbottom, ChairmanGraham Collyer, Chief Executive Westhouse Securities LLP 0161 838 9140(Financial adviser to Shiloh)Tim FeatherDavid Simmons Save as disclosed above, neither Synergy nor any person acting in concert with Synergy held Shiloh Shares (or rights over Shiloh Shares) immediately before the commencement of the Offer Period or has acquired or agreed to acquire Shiloh Shares (or rights over Shiloh Shares) during the Offer Period and no acceptances of the Offer have been received from any persons acting in concert with Synergy. Terms used in this announcement shall have the meanings given to them in the Offer Document dated 29 June 2005. This announcement does not constitute an offer to sell, or an invitation to purchase, any securities or the solicitation of any vote or approval in any jurisdiction. The Offer is being made solely by the Offer Document and the Form of Acceptance, which contain the full terms of the Offer (including details of how it may be accepted). The availability of the Offer to Shiloh Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. Further details in relation to overseas shareholders are contained in the Offer Document. The Offer is not being made, directly or indirectly, in, into or from Australia, Canada, Japan or the United States and the Offer is not capable of acceptance from or within Australia, Canada, Japan or the United States. 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 Australia, Canada, Japan or the United States and persons receiving this announcement (including custodians, nominees and trustees) must observe these restrictions and 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. The directors of Synergy, whose names are Stephen Graham Wilson, Dr Richard Martin Steeves, Ivan Mark Jacques, Sir Duncan Kirkbride Nichol and Robert Earl Lerwill, accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Synergy (who have 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. Brewin Dolphin Securities, a member of the London Stock Exchange, authorised and regulated by the Financial Services Authority, is acting for Synergy and no one else in connection with the Offer and will not be responsible to anyone other than Synergy for providing the protections afforded to clients of Brewin Dolphin Securities or for providing advice in relation to the Offer. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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