8th Jan 2007 14:18
Synergy Healthcare PLC08 January 2007 SYNERGY HEALTHCARE PLC 8 JANUARY 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ORFROM THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN INCREASED RECOMMENDED OFFER BY BREWIN DOLPHIN SECURITIES LTD ("BREWIN DOLPHIN")ON BEHALF OF SYNERGY HEALTHCARE PLC ("SYNERGY" or "THE COMPANY") FOR ISOTRON PLC("ISOTRON") ADMISSION TO AIM AND COMPULSORY ACQUISITION OF ISOTRON ORDINARY SHARES 1. Admission to trading on AIM On 2 January 2007, Synergy Healthcare plc announced that the IncreasedRecommended Offer for the entire issued and to be issued ordinary share capitalof Isotron plc as set out in the Increased Recommended Offer Document dated 12December 2006, had become unconditional in all respects, save for admission ofthe New Synergy Shares to AIM. Accordingly the Company announces that an application has been made to theLondon Stock Exchange for the admission of up to 11,610,695 new ordinary sharesin the Company to be issued to trading on AIM. This figure represents the numberof Synergy shares due to Isotron shareholders who had accepted the share offeras at the 2 January 2007. The new ordinary shares will rank pari passu in all respects with the existingshares in issue. Admission of such shares to trading on AIM is expected to takeplace on 9 January 2007. Following this admission, the Company's total issuedshare capital will comprise 48,714,621 ordinary shares. 2. Compulsory acquisition As at the close of business on 5 January 2007, valid acceptances have beenreceived in respect of 18,823,373 Isotron Shares, representing approximately87.5 per cent of the issued ordinary share capital of Isotron. The acceptancescomprise 55.0 per cent elections for New Synergy Shares and 32.5 per cent forthe Cash Alternative. In addition, Synergy holds 1,163,312 Isotron Shares byvirtue of market purchases representing 5.4 per cent of the issued ordinaryshare capital of Isotron. Accordingly, having acquired or received validacceptances of the Offer in respect of over 90 per cent in value of the IsotronShares to which the Offer relates, Synergy will as soon as practicable(following the admission of the New Synergy Shares to AIM) give notice to thoseIsotron Shareholders who have not accepted the Increased Recommended Offerinforming them that it will compulsorily acquire their Isotron Shares byapplying the provisions of Schedule 2 of the Takeovers Directive. The Increased Recommended Offer, including the Cash Alternative, will remainopen for acceptance until further notice. Terms defined in the Increased Recommended Offer Document have the same meaningin this announcement. Enquiries: Synergy Healthcare plc 01332 387 100 Richard Steeves, Chief Executive Ivan Jacques, Group Finance Director Brewin Dolphin Securities Ltd 0845 270 8600 (financial adviser and broker to Synergy Healthcare plc) Mark Brady Matt Davis Andrew Emmott Financial Dynamics 0207 269 7156 (PR adviser to Synergy Healthcare plc) David Yates Isotron plc 01793 891 891 John Barker, Chief Executive Paul Wynne, Finance Director JPMorgan Cazenove Ltd 020 7588 2828 (financial adviser and broker to Isotron plc) Mark Breuer Michael Wentworth-Stanley James Mitford Andrew Truscott Hudson Sandler 020 7796 4133 (PR adviser to Isotron plc) Alistair Mackinnon-Musson Nicola Savage 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 Increased Recommended Offer Document and the Form of Acceptance accompanyingthe Increased Recommended Offer Document, which contain the full terms andconditions of the Offer including details of how it may be accepted. Brewin Dolphin is acting for Synergy Healthcare and for no-one else inconnection with the Offer and the Increased Recommended Offer and will notregard any other person as its client nor be responsible to anyone other thanSynergy Healthcare for providing the protections afforded to clients of BrewinDolphin nor for providing advice in relation to the Offer and the IncreasedRecommended Offer or any matter referred to in this announcement. Brewin Dolphinis authorised and regulated by the Financial Services Authority. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Isotron and no oneelse in connection with the Increased Recommended Offer and will not beresponsible to anyone other than Isotron for providing the protections offeredto clients of JPMorgan Cazenove or for providing advice in relation to mattersreferred to in this announcement. The availability of the Offer and the Increased Recommended Offer to IsotronShareholders who are not resident in the United Kingdom may be affected by thelaws of the relevant jurisdictions in which they are located. Persons who arenot resident in the United Kingdom should inform themselves about, and observe,applicable legal or regulatory requirements of their jurisdiction. The Offer and the Increased Recommended Offer will not be made, directly orindirectly, in or into, or by use of the mails, or by any means orinstrumentality (including, without limitation, telex, facsimile transmission,telephone, internet or other forms of electronic communication) of interstate orforeign commerce of, or by any facilities of a national securities exchange of,the 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 and the Offer and the Increased Recommended 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
SYR.L