10th Oct 2005 07:00
Synergy Healthcare PLC10 October 2005 SYNERGY HEALTHCARE PLC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ORFROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 10 OCTOBER 2005 RECOMMENDED CASH OFFER ('OFFER') BY BREWIN DOLPHIN SECURITIES LTD ON BEHALF OF SYNERGY HEALTHCARE PLC ('SYNERGY') FOR SHILOH PLC ('SHILOH')COMPULSORYACQUISITION OF SHILOH ORDINARY SHARES On 5 August 2005, Synergy Healthcare plc announced that the offer for the entireissued and to be issued ordinary share capital (the Offer) of Shiloh plc as setout in the offer document dated 29 June 2005 (the Offer Document), had becomeunconditional in all respects. On 9 September 2005, Synergy announced that it had acquired or received validacceptances of the Offer in respect of over 90 per cent in value of the ShilohShares to which the Offer relates. On Friday, 7 October 2005, Synergy postednotices to those Shiloh Shareholders who had not accepted the Offer informingthem that it will compulsorily acquire their Shiloh Shares by applying sections428 to 430F of the Companies Act 1985. The Offer will remain open for acceptance until 3.00pm on 18 November 2005. Terms defined in the Offer Document have the same meaning in this announcement. Enquiries: Synergy Healthcare plc 01332 387107Dr Richard Steeves, Chief ExecutiveIvan Jacques, Finance Director Brewin Dolphin Securities Ltd 0113 241 0130(Financial adviser and corporate broker to Synergy)Mark BradyAndrew Emmott Buchanan Communications 020 7466 5000(PR adviser to Synergy)Mark CourtIsabel Podda Shiloh PLC 0161 624 5641David Stubbins, Company Secretary Westhouse Securities LLP 0161 838 9140(Financial adviser to Shiloh)Tim FeatherDavid Simmons Terms used in this announcement shall have the meanings given to them in theOffer Document dated 29 June 2005. This announcement does not constitute an offer to sell, or an invitation topurchase, any securities or the solicitation of any vote or approval in anyjurisdiction. The Offer is being made solely by the Offer Document and the Formof Acceptance, which contain the full terms of the Offer (including details ofhow it may be accepted). The availability of the Offer to Shiloh Shareholders who are not resident in theUnited Kingdom may be affected by the laws of the relevant jurisdictions inwhich they are located or of which they are citizens. Such persons should informthemselves of, and observe, any applicable legal or regulatory requirements ofthose jurisdictions. Further details in relation to overseas shareholders arecontained in the Offer Document. The Offer is not being made, directly or indirectly, in, into or from Australia,Canada, Japan or the United States and the Offer is not capable of acceptancefrom or within Australia, Canada, Japan or the United States. Accordingly,copies of this announcement are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed or sent in, into or fromAustralia, Canada, Japan or the United States and persons receiving thisannouncement (including custodians, nominees and trustees) must observe theserestrictions and not mail or otherwise distribute or send it in, into or fromsuch jurisdictions as doing so may invalidate any purportedacceptance of the Offer. The directors of Synergy, whose names are Stephen Graham Wilson, Dr RichardMartin Steeves, Ivan Mark Jacques, Sir Duncan Kirkbride Nichol and Robert EarlLerwill, accept responsibility for the information contained in thisannouncement. To the best of the knowledge and belief of the directors ofSynergy (who have taken all reasonable care to ensure that such is the case),the information contained in this announcement is in accordance with the factsand does not omit anything likely to affect the import of such information. Brewin Dolphin Securities, a member of the London Stock Exchange, authorised andregulated by the Financial Services Authority, is acting for Synergy and no oneelse in connection with the Offer and will not be responsible to anyone otherthan Synergy for providing the protections afforded to clients of Brewin DolphinSecurities or for providing advice in relation to the Offer. ENDS This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
SYR.L