8th Dec 2006 07:00
Synergy Healthcare PLC08 December 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 8 DECEMBER 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 Synergy and Isotron announced the Increased Recommended Offer on 6 December 2006in respect of which an offer document will be sent to shareholders shortly. Thisannouncement is in respect of the Original Offer which reached its secondclosing date yesterday. The Offer remains open for acceptances as set out belowand all Isotron Shareholders who submit valid acceptances (including those whohave already done so) will be entitled to receive the Increased RecommendedOffer, subject to the terms and conditions to be set out in the IncreasedRecommended Offer Document. 1. Level of acceptances Synergy Healthcare plc announces that as at 3.00 p.m. (London time) on 7December 2006, the second closing date of the Offer, valid acceptances had beenreceived in respect of a total of 6,235,748 Isotron Shares, representingapproximately 29.0 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 of5,545,412 Isotron Shares under irrevocable commitments representingapproximately 25.7 per cent of Isotron's issued share capital. At secondclosing, there is one irrevocable commitment which remains outstanding in partin respect of 140,752 Isotron Shares, representing 0.6 per cent of Isotron'sissued share capital. However, Synergy has received written confirmation thatinstructions have been given to accept the Original Offer in respect of theoutstanding 140,752 Isotron Shares. As disclosed in the Offer Document, Synergy Healthcare had received confirmationof the current intention to accept the Offer in respect of 1,140,507 IsotronShares, representing approximately 5.3 per cent of Isotron's issued sharecapital. This commitment remains outstanding. 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.These irrevocable undertakings will remain binding in the event of a competingoffer being made for Isotron and will cease to be binding only if the IncreasedRecommended Offer closes, lapses or is withdrawn. Accordingly, as at 3.00 p.m. (London time) on 7 December 2006, Synergy hadreceived valid acceptances, had outstanding but re-confirmed irrevocablecommitments, had an outstanding letter of intent and had irrevocableundertakings from Isotron Directors in respect of a total of 7,654,590 IsotronShares representing approximately 35.6 per cent of Isotron's issued sharecapital. 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 1.00 p.m. (London time)on 1 January 2007. 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 1.00pm on 1 January 2007. 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 1.00pm on 1 January 2007. 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. 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 Offer Document and the Form of Acceptance accompanying the Offer Document,which will contain the full terms and conditions of the Offer including detailsof 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. 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 or Synergy, all "dealings" in any relevantsecurities of the relevant company (including by means of an option in respectof, or a derivative referenced to, any such "relevant securities") must bepublicly disclosed by no later than 3.30p.m. on the Business Day following thedate of the relevant transaction. This requirement will continue until the dateon which the Increased Recommended Offer becomes, or is declared, unconditionalas to acceptances, lapses or is otherwise withdrawn or on which the "offerperiod" otherwise ends. If two or more persons act together pursuant to anagreement or understanding, whether formal or informal, to acquire an "interest"in "relevant securities" of Isotron, they will be deemed to be a single personfor the purpose of Rule 8.3 of 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 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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