14th Nov 2006 16:51
Synergy Healthcare PLC14 November 2006 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 14 NOVEMBER 2006 OFFER ("OFFER") BY BREWIN DOLPHIN SECURITIES LTD ON BEHALF OF SYNERGY HEALTHCAREPLC ("SYNERGY") FOR ISOTRON PLC ("ISOTRON") LEVEL OF ACCEPTANCES On 2 November 2006, Synergy posted the Offer Document setting out the terms theterms of an offer for the entire issued and to be issued share capital ofIsotron. The Company notes the press comment made earlier today in which it was statedthat Synergy has so far received acceptances from a third of Isotron'sshareholders. This is incorrect and the Company now sets out below the currentlevel of acceptances. Furthermore, Synergy also notes the press comment that itbelieves that the Isotron management will accept the Offer. Synergy wishes toclarify that no such commitment has been given by Isotron. As at 3.00 p.m. on 14 November 2006 valid acceptances of the Offer had beenreceived in respect of a total of 4,201,125 Isotron Shares, representingapproximately 19.5 per cent of the issued share capital of Shiloh. The acceptances received as at 3.00pm on 14 November 2006 comprise elections forSynergy Shares in respect of 4,011,201 Isotron Shares and elections for the cashalternative in respect of 189,924 Isotron Shares. Prior to the announcement of the Offer on 25 October 2006, Synergy Healthcarehad received irrevocable undertakings in respect of, in aggregate, 6,033,089Isotron Shares, representing approximately 28.0 per cent of Isotron's issuedshare capital, and confirmation of the current intention to accept the Offer inrespect of 1,140,507 Isotron Shares, representing approximately 5.3 per cent ofIsotron's issued share capital. Valid acceptances of the Offer have beenreceived under the irrevocable undertakings in respect of 4,196,847 IsotronShares, and are included in the total number of valid acceptances receivedabove. As a result, Synergy Healthcare has outstanding irrevocable commitmentsto accept the Offer in respect of 1,836,242 Isotron Shares representing 8.5 percent of Isotron's issued share capital and an outstanding confirmation of thecurrent intention to accept the Offer in respect of 1,140,507 Isotron Sharesrepresenting approximately 5.3 per cent of Isotron's issued share capital Accordingly, as at 3.00 p.m. on 14 November 2006, Synergy had received validacceptances of the Offer, had irrevocable undertakings to accept the Offer andhad confirmation of current intention to accept the Offer in respect of a totalof 7,177,874 Isotron Shares, representing approximately 33.4 per cent of theissued share capital of Isotron. Isotron Shareholders who wish to accept the Offer in respect of Isotron Sharesheld in certificated form complete the Form of Acceptance in accordance with theinstructions printed thereon and return (along with any appropriate document(s)of title) using the first class reply-paid envelope provided as soon as possibleand, in any event, so as to be received at Computershare, Computershare InvestorServices PLC, PO Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ or byhand only (during normal business hours) to Computershare Investor Services PLC,2nd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ by 3.00 p.m.on 23 November 2006. Isotron Shareholders who wish to accept the Offer inrespect of Isotron Shares held in uncertificated form must instruct their CRESTsponsor to send a TTE instruction to settle prior to 3.00 p.m. on 23 November2006. 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 8.30 a.m. and5.30 p.m. For legal reasons, the telephone helpline will not be able to provideadvice on the merits of the Offer or to provide financial advice. EnquiriesSynergy Healthcare plc 01332 387 100Richard Steeves, Chief ExecutiveIvan Jacques, Group Finance Director Brewin Dolphin Securities Ltd 0845 270 8600(financial adviser to Synergy Healthcare)Mark BradyMatt DavisAndrew Emmott Buchanan Communications 020 7466 5000(PR adviser to Synergy Healthcare)Tim AndersonMark Court 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 contain the full terms and conditions of the Offer including details ofhow it may be accepted. Brewin Dolphin is acting for Synergy Healthcare and for no-one else inconnection with the Offer and will not regard any other person as its client norbe responsible to anyone other than Synergy Healthcare for providing theprotections afforded to clients of Brewin Dolphin nor for providing advice inrelation to the Offer or any matter referred to in this announcement. BrewinDolphin is authorised and regulated by the Financial Services Authority. 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, 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 3.30p.m. on the Business Day following the date ofthe relevant transaction. This requirement will continue until the date on whichthe Offer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the "offer period" otherwise ends. If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofIsotron, they will be deemed to be a single person for the purpose of Rule 8.3of 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 to Isotron Shareholders who are not resident inthe United Kingdom may be affected by the laws of the relevant jurisdictions inwhich they are located. Persons who are not resident in the United Kingdomshould inform themselves about, and observe, applicable legal or regulatoryrequirements of their jurisdiction. The Offer is not 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, SouthAfrica or Japan or any other jurisdiction if to do so would constitute aviolation of the relevant laws of such jurisdiction and the 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. The directors of Synergy accept responsibility for the information contained inthis announcement, other than that relating to Isotron which has been compiledfrom published sources and in respect of which the only responsibility acceptedby the directors of Synergy is for correctness and fairness of the reproductionand presentation of such information. To the best of the knowledge and belief ofthe directors of Synergy (who have taken all reasonable care to ensure that suchis the case), the information contained in this document for which they takeresponsibility is in accordance with the fact and does not omit anything likelyto affect the impact of such information. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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