3rd Sep 2013 07:00
Press Release 3 September 2013
Cyprotex PLC
("Cyprotex" or "the Company")
Publication of Circular
Further to the Company's announcement on 21 August 2013, the Company is today publishing a circular ("Circular") in respect of a proposed open offer of up to £4 million of convertible loan notes in the Company (the "Convertible Loan Notes") to all Shareholders (the "Open Offer") and the issue of £3 million of redeemable loan notes in the Company (the "Redeemable Loan Notes") to Trident Private Equity Fund III LP ("TPE III") a fund managed by Harwood Capital LLP ("Harwood Capital").
The Open Offer will be made to qualifying Shareholders on the register on the record date being 6.00 p.m.on 2 September (the "Record Date"). The Open Offer invites qualifying Shareholders to subscribe for Convertible Loan Notes payable in full on application and free from all expenses, pro rata to their holdings of Existing Ordinary Shares on the basis of:
0.01783003 of £1.00 nominal value Convertible Loan Note for every 1 Existing Ordinary Share
held at the Record Date and so in proportion for any other number of Existing Ordinary Shares then held. Entitlements of qualifying Shareholders will be rounded down to the nearest whole number of Convertible Loan Notes. Fractional entitlements which would otherwise arise will not be issued.
The issue of the Redeemable Loan Notes and the Convertible Loan Notes is not subject to Shareholder approval.
The Circular contains a notice of general meeting of the Company to be held at 10.00a.m. on 26 September 2013 at the offices of N+1 Singer, 1 Bartholomew Lane, London, EC2N 2AX at which Shareholders will be asked to approve an increase in the directors' borrowing powers and the directors' authorities to issue securities.
Expected timetable
2013 | |
Record date and time for entitlements under the Open Offer
| 6.00 p.m. on 2 September |
Ex entitlement date for the Open Offer
| 3 September |
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)
| 3.00 p.m. on 19 September |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer
| 11.00a.m. on 23 September |
Latest time and date for receipt of Forms of Proxy for the General Meeting
| 10.00a.m. on 24 September |
General Meeting
| 10.00a.m. on 26 September |
Results of the Open Offer announced through a Regulatory Information Service
| 27 September |
Despatch of definitive loan note certificates | before 10 October |
Each of the times and dates in the above timetable are London GMT times and are subject to change at the
absolute discretion of the Company and N+1 Singer Advisory. Any such change will be notified by an
announcement on a Regulatory Information Service.
For further information:
Cyprotex PLC | Tel : +44 (0)1625 505 100 |
Dr Anthony Baxter, Chief Executive Officer | |
John Dootson, Chief Financial Officer | |
Mark Warburton, Chief Operating Officer and Legal Counsel | |
www.cyprotex.com | |
N + 1 Singer (NOMAD and broker to Cyprotex) | Tel : +44 (0)20 7496 3000 |
Shaun Dobson | |
Jenny Wyllie | |
www.nplus1singer.com | |
FTI Consulting | Tel : +44 (0)20 7831 3113 |
Simon Conway | |
Mo Noonan | |
www.fticonsulting.com |
About Cyprotex PLC
Cyprotex is based in Macclesfield, near Manchester in the UK, and Watertown, MA in the US and is listed on the AIM market of the London Stock Exchange (CRX). The company was established in 1999 and works with more than 700 partners ranging from small biotech's to large pharma companies. Cyprotex acquired Apredica and the assets of Cellumen Inc. in August 2010 and the combined business provides support for a wide range of experimental and computational ADME-Tox and PK services, extending from early drug discovery through to IND submission. The company's core capabilities include high quality in vitro ADME screening services, mechanistic toxicology and high content toxicology screening services, including our proprietary CellCiphr® toxicity prediction technology, and predictive modelling using PBPK and QSAR techniques, including Cloe® PK for in vivo PK prediction. For more information, see www.cyprotex.com.
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