9th Sep 2005 07:01
Synergy Healthcare PLC09 September 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 9 SEPTEMBER 2005 RECOMMENDED CASH OFFER ('OFFER') BY BREWIN DOLPHIN SECURITIES LTD ON BEHALF OF SYNERGY HEALTHCARE PLC ('SYNERGY') FOR SHILOH PLC ('SHILOH') COMPULSORY ACQUISITION 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 set out in the offer document dated 29 June 2005 (the Offer Document), had become unconditional in all respects. As at 3.00 p.m. on 8 September 2005, valid acceptances have been received in respect of 4,933,641 Shiloh Shares, representing approximately 73.5 per cent in value of the issued ordinary share capital of Shiloh. Synergy holds 1,284,549 Shiloh Shares by virtue of market purchases representing 19.1 per cent of the issued ordinary share capital of Shiloh. Accordingly, having acquired or received valid acceptances of the Offer in respect of over 90 per cent in valueof the Shiloh Shares to which the Offer relates, Synergy will as soon as practicable give notice to those Shiloh Shareholders who have not accepted the Offer informing them that it will compulsorily acquire their Shiloh Shares by applying sections 428 to 430F of the Companies Act 1985. The Offer will remain open for acceptance until further notice. 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 Communication 020 7466 5000(PR adviser to Synergy)Mark CourtIsabel Podda Shiloh PLC 0161 624 5641David Winterbottom, ChairmanGraham Collyer, Chief Executive Westhouse Securities LLP 0161 838 9140(Financial adviser to Shiloh)Tim FeatherDavid Simmons Save as disclosed above, neither Synergy nor any person acting in concert with Synergy held Shiloh Shares (or rights over Shiloh Shares) immediately before thecommencement of the Offer Period or has acquired or agreed to acquire Shiloh Shares (or rights over Shiloh Shares) during the Offer Period and no acceptancesof the Offer have been received from any persons acting in concert with Synergy. Terms used in this announcement shall have the meanings given to them in the Offer Document dated 29 June 2005. This announcement does not constitute an offer to sell, or an invitation to purchase, any securities or the solicitation of any vote or approval in any jurisdiction. The Offer is being made solely by the Offer Document and the Form of Acceptance, which contain the full terms of the Offer (including details of how 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 in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. Further details in relation to overseas shareholders are contained 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 acceptance from or within Australia, Canada, Japan or the United States. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from Australia, Canada, Japan or the United States and persons receiving this announcement (including custodians, nominees and trustees) must observe theserestrictions and not mail or otherwise distribute or send it in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer. The directors of Synergy, whose names are Stephen Graham Wilson, Dr Richard Martin Steeves, Ivan Mark Jacques, Sir Duncan Kirkbride Nichol and Robert Earl Lerwill, accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Synergy (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. Brewin Dolphin Securities, a member of the London Stock Exchange, authorised and regulated by the Financial Services Authority, is acting for Synergy and no one else in connection with the Offer and will not be responsible to anyone other than Synergy for providing the protections afforded to clients of Brewin Dolphin Securities 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:
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