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Offer Update

16th Apr 2012 07:00

RNS Number : 3423B
Myriad Group AG
16 April 2012
 

16 April 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

RECOMMENDED INCREASED SHARE OFFER

FOR SYNCHRONICA PLC ("SYNCHRONICA")

BY MYRIAD GROUP AG ("MYRIAD")

 

Offer Declared Wholly Unconditional and Extension of the Offer

 

On 7 March 2012, the Board of Myriad announced the terms of its recommended increased share offer for the entire issued and to be issued share capital of Synchronica. Under the terms of the Offer, Synchronica Shareholders will receive 4.83 New Myriad Shares for every 100 Synchronica Shares.

Offer Declared Wholly Unconditional

On 5 April 2012, Myriad declared the Offer unconditional as to acceptances, however the Offer remained subject to the satisfaction or waiver of the remaining conditions as set out in the Offer Document and Revised Offer Document.

Today, Myriad announces that it has waived all the remaining conditions to the Offer and the Offer is now wholly unconditional.

Extension of the Offer

The Offer has been extended to 1.00 p.m. London time (corresponding to 8.00 a.m. Toronto time) on 30 April 2012.

Settlement

As a result of the Revised Offer being declared wholly unconditional (except as provided in paragraph 6 of Section B of Part II of the Original Offer Document in the case of Synchronica Shareholders who are not resident in the UK or Canada), Myriad will be taking up all of the Synchronica Shares, including Synchronica Shares deposited by notice of guaranteed delivery, that have been tendered by 1.00 p.m. London time (corresponding to 8.00 a.m. Toronto time) on 16 April 2012.

 

Myriad will pay for the Synchronica Shares so taken up as soon as possible, but in any event not later than three business days after taking up such Synchronica Shares. Any Synchronica Shares deposited under (or otherwise validly assented to) the Revised Offer after the earlier of the Revised Offer becoming or being declared wholly unconditional and the first date on which Synchronica Shares have been taken up by Myriad, will be taken up and paid for not later than 10 days after such deposit or acceptance.

 

Myriad CDIs

Myriad wishes to draw Synchronica Shareholders attention to description of and arrangements for the issue of Myriad CDIs as described in the Offer Document and in the Revised Offer Document and specifically to paragraph 22 of Part I of the Offer Document. Myriad CDIs, instead of Myriad Shares, are to be issued to Synchronica Shareholders accepting the Offer under certain circumstances as described in the Offer Document and the Revised Offer Document.

Myriad CDIs represent dematerialised CREST depositary interests. One Myriad CDI represents one New Myriad Share. Myriad CDIs are capable of being traded through CREST by any UK broker who has access to the CREST system.  Myriad CDI holders also have the ability to convert their CDI into the underlying Myriad Share and hold with a custodian capable of holding these shares if they wish to do so. Myriad understands that a number of UK retail trading platforms offer a facility to act as custodian and trade on the SIX Swiss Exchange.

Board Changes

Under the terms of the irrevocable undertakings the directors of Synchronica undertook, if required by Myriad, to resign upon the Offer by Myriad becoming unconditional in all respects. Following this announcement that the offer is now unconditional, Myriad has required the resignation of David Mason and Michael Jackson and therefore this has taken place with immediate effect.

Myriad also announces that Simon Wilkinson and James Bodha have joined the Synchronica Board with immediate effect.

Further Announcement

A further announcement regarding the level of acceptances as at 1.00 p.m. London time on 16 April 2012, being the next Closing Date of the Offer, will be made no later than 6.30 p.m. London time on 16 April 2012.

Action to be taken

Following the Offer being declared wholly unconditional, the Board of Myriad urge Synchronica Shareholders to accept the Offer without delay.

Capitalised terms used in this announcement have the meanings ascribed to them in the Offer Document and Revised Offer Document.

Enquiries:

Myriad Group AG

Simon Wilkinson (Chief Executive Officer)

James Bodha (Chief Financial Officer)

Zeus Capital Limited

Richard Hughes

Tel: 0161 831 1512

Nick Cowles

www.zeuscapital.co.uk

Andrew Jones

 

Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Myriad and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Myriad for providing the protections afforded to clients of Zeus Capital, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.

This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for or an invitation to purchase, any securities.

This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the formal documentation in relation to the Offer. The Offer has been made solely through the Original Offer Document, the accompanying Forms of Acceptance and the Revised Offer Document, which contain the full terms and conditions of the Offer, including details of how to accept the Offer. Please read carefully the Original Offer Document, the accompanying Forms of Acceptance, the Revised Offer Document and the Synchronica Shareholder Circular in their entirety before making a decision with regards to the Offer. Any acceptance or other response to the proposals should be made on the basis of the information in the Original Offer Document, the accompanying Forms of Acceptance, the Revised Offer Document and the Synchronica Shareholder Circular. 

Dealing Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period, and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

In particular, this announcement is not an offer which is being made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, email, facsimile transmission, telex, telephone, the internet or other forms of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of a Restricted Jurisdiction and the Offer cannot be accepted by any such use, means, instrumentality or facility from or within a Restricted Jurisdiction.

Publication on website

 A copy of this announcement is available free of charge on Myriads website at

www.myriadgroup.com/investors/share-offer-synchronica.aspx

And on Synchronica's website at

www.synchronica.com

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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