2nd Jan 2007 07:01
Synergy Healthcare PLC02 January 2007 SYNERGY HEALTHCARE PLC 2 JANUARY 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ORFROM THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN INCREASED RECOMMENDED OFFER BY BREWIN DOLPHIN SECURITIES LTD ("BREWIN DOLPHIN")ON BEHALF OF SYNERGY HEALTHCARE PLC "SYNERGY" FOR ISOTRON PLC ("ISOTRON") OFFER DECLARED WHOLLY UNCONDITIONAL 1. Offer Declared Unconditional in All Respects Synergy now owns or has acceptances for over 50% of the issued share capital ofIsotron and is pleased to declare the Increased Recommended Offer for Isotron,made by Brewin Dolphin Securities on behalf of Synergy, unconditional in allrespects, save for admission of New Synergy Shares to be issued pursuant to theIncreased Recommended Offer to trading on AIM. All other outstanding conditionshave been waived or satisfied. The Increased Recommended Offer remains subject to the further terms set out inPart B of Appendix I to the Increased Recommended Offer Document dated 12 December 2006. The Offer will remain open for acceptances until further notice. 2. Detailed level of acceptances and ownership As at 1.00 p.m. (London time) on 1 January 2007, valid acceptances had beenreceived in respect of a total of 14,779,076 Isotron Shares, representingapproximately 68.7 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, and had a letter of intent in respect of 1,140,507 IsotronShares, representing approximately 5.3 per cent of Isotron's issued sharecapital. Valid acceptances have been received in respect of all of these shares. In addition and as announced in connection with the Increased Recommended Offeron 6 December 2006, the directors of Isotron have irrevocably undertaken toaccept (or procure to accept) the Recommended Increased Offer in respect oftheir own beneficial holdings of 137,583 Isotron Shares, in aggregate,representing approximately 0.6 per cent of the issued share capital of Isotron.Valid acceptances have been received in respect of 66,500 of these shares andconfirmation has been given to Synergy that acceptances in respect of theoutstanding 71,083 Isotron Shares have been completed but have not yet beenreceived by the receiving agent. Since the announcement of the Increased Recommended Offer, Synergy has mademarket purchases of 1,163,312 Isotron Shares representing 5.4 per cent of theissued share capital of Isotron. Accordingly, as at 1.00 p.m. (London time) on 1 January 2007, Synergy owned orhad received valid acceptances or had outstanding irrevocable commitments inrespect of a total of 16,013,471 Isotron Shares representing approximately 74.4per cent of Isotron's issued share capital. 2. Settlement The consideration will be dispatched (or credited through CREST) on or before 16January 2007 to Isotron Shareholders who have validly accepted the Offer on orbefore the date of this announcement. Thereafter, consideration will bedispatched (or credited through CREST) to Isotron Shareholders who validlyaccept the Offer within 14 days of receipt of an acceptance valid in allrespects. Application for admission of the New Synergy Shares to be issued asconsideration pursuant to the Increased Recommended Offer to trading on AIM willbe made today and is expected to become effective on or around 9 January 2007. 3. Acceptance of the Offer 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 to Computershare Investor Services PLC, PO Box 859,The Pavilions, Bridgwater Road, Bristol BS99 1XZ or by hand only (during normalbusiness hours) to Computershare Investor Services PLC, 2nd Floor, VintnersPlace, 68 Upper Thames Street, London EC4V 3BJ. 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 as soon as possible. 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 8.30 a.m. and5.30 p.m.. For legal reasons, the telephone helpline will not be able to provideadvice on the merits of the Offer or to provide financial advice. 4. Compulsory Acquisition and Delisting Isotron Shareholders should note that, once sufficient acceptances are received,Synergy intends to procure the making of applications by Isotron to the FSA forthe cancellation of the listing of the Isotron Shares on the Official List andto the London Stock Exchange for the cancellation of admission to trading ofIsotron Shares on its market for listed securities. When this de-listing andcancellation occurs, it will significantly reduce the liquidity andmarketability of any Isotron Shares not assented to the Offer. In addition, if sufficient acceptances are received, the Offeror intends in duecourse to implement the procedures set out in sections 428 to 430F of theCompanies Act to acquire compulsorily any outstanding Isotron Shares to whichthe Offer relates. 5. Offer Document Copies of the Increased Recommended Offer Document are available fromComputershare Investor Services PLC, PO Box 859, The Pavilions, Bridgwater Road,Bristol BS99 1XZ. Terms defined in the Increased Recommended Offer Document have the same meaningsin this announcement. 6. Enquiries Synergy Healthcare plc 01332 387 100Richard Steeves, Chief ExecutiveIvan Jacques, Group Finance Director Brewin Dolphin Securities Ltd 0845 270 8600(financial adviser and broker to Synergy Healthcare plc)Mark BradyMatt DavisAndrew Emmott Financial Dynamics 0207 269 7156(PR adviser to Synergy Healthcare plc)David Yates Isotron plc 01793 891 891John Barker, Chief ExecutivePaul Wynne, Finance Director JPMorgan Cazenove Ltd 020 7588 2828(financial adviser and broker to Isotron plc)Mark BreuerMichael Wentworth-StanleyJames MitfordAndrew Truscott Hudson Sandler 020 7796 4133(PR adviser to Isotron plc)Alistair Mackinnon-MussonNicola Savage 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 Increased Recommended Offer Document and the Form of Acceptance accompanyingthe Increased Recommended Offer Document, which contain the full terms andconditions of the Offer including details of how it may be accepted. Brewin Dolphin is acting for Synergy Healthcare and for no-one else inconnection with the Offer and the Increased Recommended Offer and will notregard any other person as its client nor be responsible to anyone other thanSynergy Healthcare for providing the protections afforded to clients of BrewinDolphin nor for providing advice in relation to the Offer and the IncreasedRecommended Offer or any matter referred to in this announcement. Brewin Dolphinis authorised and regulated by the Financial Services Authority. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Isotron and no oneelse in connection with the Increased Recommended Offer and will not beresponsible to anyone other than Isotron for providing the protections offeredto clients of JPMorgan Cazenove or for providing advice in relation to mattersreferred to in this announcement. The availability of the Offer and the Increased Recommended Offer to IsotronShareholders who are not resident in the United Kingdom may be affected by thelaws of the relevant jurisdictions in which they are located. Persons who arenot resident in the United Kingdom should inform themselves about, and observe,applicable legal or regulatory requirements of their jurisdiction. The Offer and the Increased Recommended Offer will not be made, directly orindirectly, in or into, or by use of the mails, or by any means orinstrumentality (including, without limitation, telex, facsimile transmission,telephone, internet or other forms of electronic communication) of interstate orforeign commerce of, or by any facilities of a national securities exchange of,the 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 and the Offer and the Increased Recommended 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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