22nd Nov 2005 07:02
Genus PLC22 November 2005 22 November 2005 Recommended Cash Offer by Bridgewell Securities Limited on behalf of Genus plc to acquire the entire issued and to be issued share capital of Sygen International plc Level of Acceptances On 28 October 2005 Genus plc announced a recommended cash offer of 63.2 penceper Sygen Share for the entire issued and to be issued ordinary share capital ofSygen International plc. The offer document relating to the Offer (the "OfferDocument") was posted on 31 October 2005. Genus announces that, as at 1.00 p.m. on 21 November 2005, valid acceptances hadbeen received in respect of a total of 204,409,302 Sygen Shares, representingapproximately 69.2 per cent. of the issued share capital of Sygen. Before the announcement of the Offer, Genus had received irrevocableundertakings to accept the Offer from each of the Sygen Directors who holdsSygen Shares in respect of, in aggregate, 2,283,496 Sygen Shares, representingapproximately 0.77 per cent. of the Existing Sygen Share Capital. As at 1.00p.m. on 21 November 2005, valid acceptances had been received in respect of2,283,496 Sygen Shares held by Sygen Directors representing approximately 0.77per cent. of the Existing Sygen Share Capital. In addition, Framlington Investment Management Limited ("Framlington") hadirrevocably undertaken to accept the Offer in respect of its entire interests inSygen Shares amounting to, in aggregate, 13,268,000 Sygen Shares, representingapproximately 4.5 per cent. of the Existing Sygen Share Capital. As at 1.00p.m. on 21 November 2005, valid acceptances had been received in respect of13,268,000 Sygen Shares held by Framlington representing approximately 4.5 percent. of the Existing Sygen Share Capital. Genus had also received non-binding letters of intention to accept the Offer inrespect of 60,442,841 Sygen Shares representing approximately 20.5 per cent. ofthe Existing Sygen Share Capital from the following Sygen Shareholders: (i)INVESCO Asset Management ("INVESCO") in respect of 27,819,496 Sygen Sharesrepresenting approximately 9.4 per cent. of the Existing Sygen Share Capital and(ii) Phoenix Asset Management Partners Limited ("Phoenix") in respect of, inaggregate, 32,623,345 Sygen Shares representing approximately 11.0 per cent. ofthe Existing Share Capital. In relation to the letter of intent given by INVESCO to Genus on 28 October2005, Genus announced on 3 November 2005 and 14 November 2005 that it had beeninformed that INVESCO had sold 19,113,370 and 1,502,421 Sygen Sharesrespectively, and that INVESCO now held 7,203,705 Sygen Shares subject to itsletter of intent. As at 1.00 p.m. on 21 November 2005, valid acceptances hadbeen received in respect of 7,203,705 Sygen Shares held by INVESCO representingapproximately 2.4 per cent. of the Existing Sygen Share Capital. In relation to the letter of intent given by Phoenix to Genus on 28 October2005, Genus announced on 3 November 2005 and 8 November 2005 that it had beeninformed that Phoenix had sold 5,172,630 and 22,500,000 Sygen Sharesrespectively and that Phoenix now held 4,950,715 Sygen Shares subject to itsletter of intent. As at 1.00 p.m. on 21 November 2005, valid acceptances hadbeen received in respect of 4,180,715 Sygen Shares held by Phoenix representingapproximately 1.4 per cent. of the Existing Sygen Share Capital. In addition, since 28 October 2005 Genus has acquired 31,155,606 Sygen Shares,representing approximately 10.6 per cent. of the issued ordinary share capitalof Sygen. Accordingly, as at 1.00 p.m. on 21 November 2005 Genus either owns or hasreceived valid acceptances of the Offer in respect of a total number of235,564,908 Sygen Shares, representing approximately 79.8 per cent. of theissued share capital of Sygen. Save as disclosed above, neither Genus nor any person who was or may have beendeemed to be acting in concert with Genus held any Sygen Shares or rights overSygen Shares before the announcement of the Offer nor have they acquired oragreed to acquire any Sygen Shares or rights over Sygen Shares since that date. Extension of the Offer Genus also announces that the Offer, which remains subject to the terms andconditions set out in the Offer Document, is being extended for 14 days and willremain open for acceptance until the next closing date which will be 1.00 p.m.on 5 December 2005. 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 close, or such later time or date as the Panel may agree. To accept the Offer for Sygen Shares held in certificated form, Forms ofAcceptance should be completed, signed and returned in accordance with theinstructions set out in the Offer Document and in the Form of Acceptance as soonas possible and, in any event, so as to be received by post or by hand by LloydsTSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA or by hand (duringnormal business hours) only at Lloyds TSB Registrars, Princess House, 1 SuffolkLane, London EC4R 0AX in either case no later than 1.00 p.m. on 5 December 2005. To accept the Offer for Sygen Shares held in uncertificated form, an ElectronicAcceptance should be made in accordance with instructions set out in the OfferDocument so that settlement is no later than 1.00 p.m. on 5 December 2005. Enquiries: Genus 01256 347100John Hawkins, ChairmanRichard Wood, Chief Executive OfficerDavid Timmins, Finance Director Bridgewell (Financial Adviser and Nominated Adviser to Genus) 0207 003 3000Greg Aldridge Panmure Gordon (Broker to Genus) 0207 459 3600Edward FarmerMark Lander Buchanan Communications (PR Adviser to Genus) 0207 466 5000Charles RylandSuzanne Brocks Terms used in this announcement shall have the meaning given to them in theOffer Document. Bridgewell, which is authorised and regulated in the United Kingdom by theFinancial Services Authority for investment business activities, is acting asfinancial adviser to Genus in connection with the Offer and other mattersreferred to in this announcement and no one else and will not be responsible toanyone other than Genus for providing the protections afforded to clients ofBridgewell nor for providing advice in relation to the Offer, or the contents ofthis announcement or any arrangement referred to herein. Panmure Gordon, which is authorised and regulated in the United Kingdom by theFinancial Services Authority for investment business activities, is acting forGenus and no one else and will not be responsible to anyone other than Genus forproviding the protections afforded to customers of Panmure Gordon nor forproviding advice in relation to the Offer, or this announcement or anyarrangement referred to herein. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore persons insuch jurisdictions into which this announcement is released, published ordistributed should inform themselves about, and observe, such restrictions. Anyfailure to comply with the restrictions may constitute a violation of thesecurities laws of any such jurisdiction. The Offer is not being made, directly or indirectly, in or into, or by use ofthe mails of, or by any means or instrumentality (including, without limitation,facsimile transmission, internet, email, telex or telephone) of interstate orforeign commerce of, or any facility of a national state or other securitiesexchange of, the Excluded Territories and subject to certain exceptions cannotbe accepted by any such use, means, instrumentality or facility or from theExcluded Territories. Neither the Offer nor the Placing constitutes an offer of securities for sale,or the solicitation of an offer to buy, securities in the United States and thePlacing Shares to be issued pursuant to the Placing have not been and will notbe registered under the United States Securities Act of 1933, or under the lawsof any state, district or other jurisdiction of the Excluded Territories and noregulatory clearances in respect of Placing Shares have been or will be, appliedfor in any jurisdiction. Accordingly, unless an exemption under the USSecurities Act of 1933 or other relevant securities laws is applicable, thePlacing Shares are not being, and may not be offered, sold, resold, delivered ordistributed, directly or indirectly, in or into any of the Excluded Territoriesor to, or for the account or benefit of, any person resident in any of theExcluded Territories. This announcement does not constitute an offer to sell or an invitation topurchase any securities or the solicitation of an offer to purchase anysecurities, pursuant to the Offer or otherwise. The Offer has been made solelyby the Offer Document and, in the case of Sygen Shares in certificated form, theForm of Acceptance accompanying the Offer Document, which contain the full termsand conditions of the Offer, including details of how the Offer may be accepted. Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of Sygen, all "dealings" in any "relevant securities" of the company(including by means of an option in respect of, or a derivative referenced to,any such "relevant securities") must be publicly disclosed by no later then 3.30pm (London time) on the London business day following the date of the relevanttransaction. This requirement will continue until the date on which the Offerbecomes, or is declared, unconditional as to acceptances, lapses or is otherwisewithdrawn or on which the "offer period" otherwise ends. If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of Sygen, they willbe deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Sygen, or by any of their respective "associates", must bedisclosed by no later than 12.00 noon (London time) on the London business dayfollowing the date of the relevant transaction. A disclosure table, giving the details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes on the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Genus