29th Nov 2007 07:01
Sigma Acquisitions Limited29 November 2007 Not for release, publication or distribution in whole or in part in, into orfrom the United States, Canada, Australia or Japan or any other jurisdictionwhere to do so would constitute a violation of the relevant laws or regulationsof such jurisdiction. 29 November 2007 OFFER UPDATE RECOMMENDED CASH OFFER BY DELOITTE CORPORATE FINANCE ON BEHALF OF SIGMAACQUISITIONS LIMITED ("SIGMA ACQUISITIONS") FOR SYNEXUS CLINICAL RESEARCH PLC ("SYNEXUS") Acceptances received in respect of 77.86 per cent. of the existing issued share capital of Synexus Offer extended for a further 7 days to 5 December 2007 It was announced on 7 November 2007 that the board of directors of SigmaAcquisitions and the Independent Directors of Synexus had reached agreement onthe terms of a recommended cash offer to acquire the whole of the issued and tobe issued ordinary share capital of Synexus (other than Synexus Shares alreadycontracted to be acquired by Sigma Acquisitions). The offer document setting outthe full terms of the offer (the "Offer Document") was posted to SynexusShareholders on 7 November 2007. Level of acceptances and ownership As at 3.00 p.m. (London time) on 28 November 2007, being the first closing dateof the Offer, Sigma Acquisitions had received valid acceptances of the Offer inrespect of a total of 18,028,396 Synexus Shares, representing approximately77.86 per cent. of the existing issued share capital of Synexus. Following theposting of the Offer Document, 1,937,914 Synexus Shares representingapproximately 8.37 per cent. of the existing issued share capital of Synexushave been acquired by Sigma Acquisitions. Accordingly, as at 3.00 p.m. (London time) on 28 November 2007, SigmaAcquisitions had acquired, or received valid acceptances of the Offer in respectof 19,966,310 Synexus Shares representing approximately 86.23 per cent. of theexisting issued share capital of Synexus. Of this total: Sigma Acquisitions has received acceptances pursuant to irrevocable undertakingsto accept the Offer in respect of a total of 10,516,024 Synexus Shares,representing approximately 45.42 per cent. of the existing issued share capitalof Synexus. A total of 2,028,844 Synexus Shares, representing 8.76 per cent. ofthe existing issued share capital of Synexus remain outstanding under theseirrevocable commitments. In addition, valid acceptances have been received from persons acting or deemedto be acting in concert with Sigma Acquisitions in respect of a total of 267,820Sigma Shares, representing approximately 1.16 per cent. of the existing sharecapital of Synexus. Save as disclosed in this announcement and in Appendix 2 of the announcement ofthe Offer released on 7 November 2007, as at 28 November 2007, the lastpracticable business day prior to this announcement, neither Sigma Acquisitionsnor, so far as Sigma Acquisitions is aware, any person acting in concert withSigma Acquisitions, had an interest in or right to subscribe for relevantsecurities of Synexus or had any short position in relation to relevantsecurities of Synexus (whether conditional or absolute and whether in the moneyor otherwise), including any short position under a derivative, any agreement tosell or any delivery obligation or right to require another person to purchaseor take delivery of any relevant securities of Synexus nor has any such personborrowed or lent therein. Save for the irrevocable undertakings described above and pursuant to the ShareExchange Agreement, neither Sigma Acquisitions nor any person acting in concertwith Sigma Acquisitions has any arrangement in relation to Synexus Shares, orany securities convertible or exchangeable into Synexus Shares or options(including traded options) in respect of, or derivatives referenced to, SynexusShares. For these purposes, "arrangement" includes any indemnity or optionarrangement, any agreement or understanding, formal or informal, of whatevernature, relating to relevant securities which is, or may be, an inducement todeal or refrain from dealing in such securities. Extension of the Offer The Board of Sigma Acquisitions announces that the Offer, which remains subjectto the terms and conditions set out in the Offer Document, has been extended andwill remain open for acceptance for a further 7 days, until 3.00 p.m. on 5December 2007. Procedure for Acceptance Synexus Shareholders who have not yet accepted the Offer are urged to do so assoon as possible and in any event by 3.00 p.m. on 5 December 2007. The procedurefor acceptance is set out in paragraph 16 of Part 2 of the Offer Document. Forms of Acceptance not yet returned should be completed and returned inaccordance with the instructions set out in the Offer Document and in the Formof Acceptance so as to be received as soon as possible and in any event by 3.00p.m. on 5 December 2007. Additional Forms of Acceptance are available fromCapita Registrars, Corporate Actions, The Registry, 34 Beckenham Road,Beckenham, Kent BR3 4TU, or by telephoning 0870 162 3121 or, if calling fromoutside the UK, +44 208 639 3399. If Synexus Shares are held in CREST, acceptance should be made electronically sothat the TTE instruction settles as soon as possible and in any event by 3.00p.m. on 5 December 2007. Terms defined in the Offer Document have the same meaning in this announcementunless the context requires otherwise. EnquiriesSigma Acquisitions/Lyceum Capital 020 7632 2480Jeremy HandGrant Davidson Deloitte Corporate Finance (financial adviser to Sigma Acquisitions) 020 7936 3000Jonathan HintonJames Lewis PR advisers to Lyceum CapitalChantal Ligertwood 01235 834 091Sally Brown 020 8871 0536 This announcement does not constitute an offer or invitation to purchase anysecurities. The Offer is being made solely by means of the Offer Document andthe Form of Acceptance accompanying the Offer Document, which contain the fullterms and conditions of the Offer including details of how it may be accepted. Deloitte Corporate Finance is acting for Sigma Acquisitions and Lyceum CapitalPartners LLP and for no-one else in connection with the Offer and will notregard any other person as its client nor be responsible to anyone other thanSigma Acquisitions and Lyceum Capital Partners LLP for providing the protectionsafforded to clients of Deloitte Corporate Finance nor for providing advice inrelation to the Offer or any matter referred to in this announcement. DeloitteCorporate Finance is a division of Deloitte & Touche LLP, which is authorisedand regulated by the Financial Services Authority in respect of regulatedactivities. The availability of the Offer to Synexus Shareholders who are not resident inthe United Kingdom may be affected by the laws or regulations of the relevantjurisdictions in which they are located. Persons who are not resident in theUnited Kingdom should inform themselves about, and observe, applicable legal orregulatory requirements of their jurisdiction. The Offer will not be 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 or Japanor any other jurisdiction if to do so would constitute a violation of therelevant laws or regulations of such jurisdiction and the Offer cannot beaccepted by any such use, means or instrumentality or otherwise from or withinthe United States, Canada, Australia or Japan or any other jurisdiction if to doso would constitute a violation of the relevant laws or regulations of suchjurisdiction. Accordingly, copies of this announcement are not being, and mustnot be, mailed or otherwise forwarded, distributed or sent in or into or fromany such jurisdiction. All the Sigma Acquisitions Directors and the members of the Lyceum CapitalInvestment Committee accept responsibility for the information contained in thisannouncement. To the best of the knowledge and belief of the Sigma AcquisitionsDirectors and the members of the Lyceum Capital Investment Committee (havingtaken all reasonable care to ensure that such is the case) the informationcontained in this announcement for which they are responsible is in accordancewith the facts and does not omit anything likely to affect the import of suchinformation. Dealing Disclosure Requirements 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 Synexus, 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 3.30 p.m. (London time) on the Business Day followingthe date of the relevant transaction. This requirement will continue until thedate on which the Offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Synexus, they will be deemed to be a single person for thepurpose of Rule 8.3 of the City Code. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Synexus by Sigma Acquisitions or Synexus, or by any of theirrespective "associates", must be privately and publicly disclosed by no laterthan 12.00 noon (London time) on the Business Day following the date of therelevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in any suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. Not for release, publication or distribution in whole or in part in, into orfrom the United States, Canada, Australia or Japan or any other jurisdictionwhere to do so would constitute a violation of the relevant laws or regulationsof such jurisdiction. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Synectics