24th Nov 2006 07:38
Synergy Healthcare PLC24 November 2006 SYNERGY HEALTHCARE PLC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ORFROM THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN 24 NOVEMBER 2006 OFFER ("OFFER") BY BREWIN DOLPHIN SECURITIES LTD ON BEHALF OF SYNERGY HEALTHCAREPLC ("SYNERGY") FOR ISOTRON PLC ("ISOTRON") LEVEL OF ACCEPTANCES AND EXTENSION OF OFFER 1. Level of acceptances Synergy Healthcare plc announces that as at 3.00 p.m. (London time) on 23November 2006, the first closing date of the Offer, valid acceptances had beenreceived in respect of a total of 5,868,369 Isotron Shares, representingapproximately 27.3 per cent of Isotron's issued share capital. None of theseacceptances was received from persons acting in concert with Synergy. As disclosed at the time of the announcement of the Offer on 26 October 2006,Synergy had received irrevocable undertakings in respect of, in aggregate,6,033,089 Isotron Shares, representing approximately 28.0 per cent of Isotron'sissued share capital. Valid acceptances have been received in respect of 5,545,412 Isotron Shares under irrevocable commitments representing approximately 25.7 per cent of Isotron's issued share capital. At first closing, there is one irrevocable commitment which remains outstanding in respect of 487,677 Isotron Shares, representing 2.3 per cent of Isotron's issued share capital. In addition, as disclosed in the Offer Document, Synergy Healthcare had receivedconfirmation of the current intention to accept the Offer in respect of1,140,507 Isotron Shares, representing approximately 5.3 per cent of Isotron'sissued share capital. This commitment remains outstanding. Accordingly, as at 3.00 p.m. (London time) on 23 November 2006, Synergy hadreceived valid acceptances, had outstanding irrevocable commitments or had aletter of intent in respect of a total of 7,496,553 Isotron Shares representingapproximately 34.8 per cent of Isotron's issued share capital. 2. Extension of the Offer and Cash Alternative The Offer including the Cash Alternative, which remains subject to the terms andconditions set out in the Offer Document, is being extended and will remain openfor acceptance until the next closing date which will be 3.00 p.m. (London time)on 7 December 2006. Any further extensions of the Offer will be publiclyannounced by 8.00 a.m. on the Business Day following the day on which the Offerwas otherwise due to expire, or at such later time or date as the Panel mayagree. Isotron Shareholders who have not yet accepted the Offer and who hold IsotronShares in certificated form are urged to complete the Form of Acceptance inaccordance with the instructions printed thereon and return (along with anyappropriate document(s) of title) using the first class reply-paid envelopeprovided as soon as possible and, in any event, so as to be received atComputershare, Computershare Investor Services PLC, PO Box 859, The Pavilions,Bridgwater Road, Bristol BS99 1XZ or by hand only (during normal business hours)to Computershare Investor Services PLC, 2nd Floor, Vintners Place, 68 UpperThames Street, London EC4V 3BJ by 3.00pm on 7 December 2006. Isotron Shareholders who wish to accept the Offer in respect of Isotron Sharesheld in uncertificated form must instruct their CREST sponsor to send a TTEinstruction to settle prior to 3.00pm on 7 December 2006. Isotron Shareholders with questions about the Offer or who are in any doubt asto how to complete the Form of Acceptance may call Computershare, the ReceivingAgent, on telephone number 0870 703 0179 (or +44 870 703 0179 from outside theUK) on Monday to Friday (other than UK public holidays) between 8.30am and5.30pm. For legal reasons, the telephone helpline will not be able to provideadvice on the merits of the Offer or to provide financial advice. Copies of the Offer Document are available from Computershare Investor ServicesPLC, PO Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ. Terms defined in the Offer Document shall have the same meanings in thisannouncement. Enquiries Synergy Healthcare plc 01332 387 100 Richard Steeves, Chief Executive Ivan Jacques, Group Finance Director Brewin Dolphin Securities Ltd 0845 270 8600 Mark Brady Matt Davis Andrew Emmott This announcement does not constitute or form part of, an offer or invitation topurchase or subscribe for any securities. The Offer is made solely by means ofthe Offer Document and the Form of Acceptance accompanying the Offer Document,which contain the full terms and conditions of the Offer including details ofhow it may be accepted. Brewin Dolphin is acting for Synergy Healthcare and for no-one else inconnection with the Offer and will not regard any other person as its client norbe responsible to anyone other than Synergy Healthcare for providing theprotections afforded to clients of Brewin Dolphin nor for providing advice inrelation to the Offer or any matter referred to in this announcement. BrewinDolphin is authorised and regulated by the Financial Services Authority. Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes"interested" (directly or indirectly) in one per cent or more of any class of"relevant securities" of Isotron, all "dealings" in any relevant securities ofthe relevant company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30p.m. on the Business Day following the date ofthe relevant transaction. This requirement will continue until the date on whichthe Offer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the "offer period" otherwise ends. If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofIsotron, they will be deemed to be a single person for the purpose of Rule 8.3of the City Code. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Isotron by Synergy Healthcare or Isotron, or by any of theirrespective "associates", must be privately and publicly disclosed by no laterthan 12.00 noon on the Business Day following the date of the relevanttransaction. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel on telephone number +44 20 7382 9026, fax +44 20 7236 7005. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can also be found on the Panel's website. The availability of the Offer to Isotron Shareholders who are not resident inthe United Kingdom may be affected by the laws of the relevant jurisdictions inwhich they are located. Persons who are not resident in the United Kingdomshould inform themselves about, and observe, applicable legal or regulatoryrequirements of their jurisdiction. The Offer is not made, directly or indirectly, in or into, or by use of themails, or by any means or instrumentality (including, without limitation, telex,facsimile transmission, telephone, internet or other forms of electroniccommunication) of interstate or foreign commerce of, or by any facilities of anational securities exchange of, the United States, Canada, Australia, SouthAfrica or Japan or any other jurisdiction if to do so would constitute aviolation of the relevant laws of such jurisdiction and the Offer cannot beaccepted by any such use, means or instrumentality or otherwise from or withinthe United States, Canada, Australia, South Africa or Japan or any otherjurisdiction if to do so would constitute a violation of the relevant laws ofsuch jurisdiction. Accordingly, copies of this announcement are not being, andmust not be, mailed or otherwise forwarded, distributed or sent in or into orfrom any such jurisdiction. The directors of Synergy accept responsibility for the information contained inthis announcement, other than that relating to Isotron which has been compiledfrom published sources and in respect of which the only responsibility acceptedby the directors of Synergy is for correctness and fairness of the reproductionand presentation of such information. To the best of the knowledge and belief ofthe directors of Synergy (who have taken all reasonable care to ensure that suchis the case), the information contained in this document for which they takeresponsibility is in accordance with the fact and does not omit anything likelyto affect the impact of such information. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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