16th Apr 2012 18:25
16 April 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
RECOMMENDED INCREASED SHARE OFFER
FOR SYNCHRONICA PLC ("SYNCHRONICA")
BY MYRIAD GROUP AG ("MYRIAD")
Offer Update
On 7 March 2012, the Board of Myriad announced the terms of its recommended increased share offer for the entire issued and to be issued share capital of Synchronica. Under the terms of the Offer, Synchronica Shareholders will receive 4.83 New Myriad Shares for every 100 Synchronica Shares.
Level of Acceptances
Myriad announces that as at 1.00 p.m. on 16 April 2012, being the second closing date of the Offer, it had received valid acceptances under the Offer in respect of 128,056,039 Synchronica Shares, representing approximately 80.68 per cent. of the existing issued ordinary share capital of Synchronica.
Offer Declared Wholly Unconditional
On 5 April 2012, Myriad declared the Offer unconditional as to acceptances, however the Offer remained subject to the satisfaction or waiver of the remaining conditions as set out in the Offer Document and Revised Offer Document.
Earlier today, Myriad announced that it had waived all the remaining conditions to the Offer and the Offer was unconditional in all respects.
Settlement
As a result of the Revised Offer being declared wholly unconditional (except as provided in paragraph 6 of Section B of Part II of the Original Offer Document in the case of Synchronica Shareholders who are not resident in the UK or Canada), Myriad has taken up all of the Synchronica Shares, including Synchronica Shares deposited by notice of guaranteed delivery, that have been tendered by 1.00 p.m. London time (corresponding to 8.00 a.m. Toronto time) on 16 April 2012.
Myriad will pay for the Synchronica Shares so taken up as soon as possible, but in any event not later than three business days after taking up such Synchronica Shares. Any Synchronica Shares deposited under (or otherwise validly assented to) the Revised Offer after the earlier of the Revised Offer becoming or being declared wholly unconditional and the first date on which Synchronica Shares have been taken up by Myriad, will be taken up and paid for not later than 10 days after such deposit or acceptance.
Compulsory acquisition, de-listing and cancellation of admission to trading of Synchronica Shares
If Myriad receives acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of the Synchronica Shares to which the Offer relates and of the voting rights carried by those Synchronica Shares, Myriad intends to exercise its rights in accordance with sections 979 to 991 of the Companies Act to acquire compulsorily the remaining Synchronica Shares on the same terms as the Offer.
Synchronica intends to apply to the London Stock Exchange for the cancellation of trading in the Synchronica Shares on AIM. It is anticipated that the last day of dealings in Synchronica Shares will be 15 May 2012 and that such cancellation will take effect at 7.00a.m on 16 May 2012
The cancellation of trading of Synchronica Shares will significantly reduce the liquidity and marketability of any Synchronica Shares not acquired by Myriad.
Furthermore, if sufficient acceptances are received under the Offer, Myriad intends to, if permitted by the rules of the TSX Venture Exchange, cause Synchronica to make an application to the TSX Venture Exchange for the de-listing of the Synchronica Shares from such exchange.
Delisting would significantly reduce the liquidity and marketability of any Synchronica Shares in respect of which acceptances of the Revised Offer are not submitted.
It is also intended that assuming the cancellation of trading of Synchronica Shares on AIM, Synchronica will be re-registered as a private company. Myriad also intends to cause Synchronica to cease to be a reporting issuer under the Securities laws in each province in Canada in which it is a reporting issuer.
Capitalised terms used in this announcement have the meanings ascribed to them in the Offer Document and Revised Offer Document.
Enquiries:
Myriad Group AG | |
Simon Wilkinson (Chief Executive Officer) | |
James Bodha (Chief Financial Officer) | |
Zeus Capital Limited | |
Richard Hughes | Tel: 0161 831 1512 |
Nick Cowles | www.zeuscapital.co.uk |
Andrew Jones |
Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Myriad and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Myriad for providing the protections afforded to clients of Zeus Capital, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.
This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for or an invitation to purchase, any securities.
This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the formal documentation in relation to the Offer. The Offer has been made solely through the Original Offer Document, the accompanying Forms of Acceptance and the Revised Offer Document, which contain the full terms and conditions of the Offer, including details of how to accept the Offer. Please read carefully the Original Offer Document, the accompanying Forms of Acceptance, the Revised Offer Document and the Synchronica Shareholder Circular in their entirety before making a decision with regards to the Offer. Any acceptance or other response to the proposals should be made on the basis of the information in the Original Offer Document, the accompanying Forms of Acceptance, the Revised Offer Document and the Synchronica Shareholder Circular.
Publication on website
A copy of this announcement is available free of charge on Myriads website at www.myriadgroup.com/investors/share-offer-synchronica.aspx
And on Synchronica's website at
www.synchronica.com
Related Shares:
Syncona