1st Dec 2016 13:40
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
1 December 2016
Recommended Acquisition of
Cyprotex PLC
by
Evotec A.G.
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Results of Court Meeting & General Meeting
The Cyprotex Board is pleased to announce that, at the Court Meeting and the General Meeting held earlier today, in connection with the recommended offer being made by Evotec A.G. to acquire the entire issued and to be issued ordinary share capital of the Company to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), Cyprotex Shareholders voted to:
- approve the Scheme by the necessary majority at the Court Meeting; and
- pass the Special Resolution to implement the Scheme at the General Meeting.
Details of these resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document dated 4 November 2016 sent or made available to Cyprotex Shareholders (the "Scheme Document").
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.
Voting results of the Court Meeting
At the Court Meeting held on 1 December 2016 the Chairman announced that the proxy votes cast were as follows:
Results of Court Meeting | Number of Scheme Shares voted | Percentage of Scheme Shares voted | Number of Scheme Shareholders who voted | Percentage of Scheme Shareholders who voted | Number of Scheme Shares voted as a percentage of issued ordinary share capital entitled to vote on the Scheme |
FOR | 16,036,056 | 94.99% | 89 | 90.82% | 71.24% |
AGAINST | 844,980 | 5.01% | 9 | 9.18% | 3.75% |
TOTAL | 16,881,036 | 100.00% | 98 | 100.00% | 74.99% |
Voting results of the General Meeting
At the General Meeting held on 1 December 2016 the Chairman announced that the proxy votes cast were as follows:
| FOR | AGAINST | TOTAL | WITHHELD* | ||
Special Resolution | No. of Votes | % Votes | No. of Votes | % Votes | No. of Votes | No. of Votes |
To give effect to the Scheme, as set out in the Notice of General Meeting, by amending the Articles of Association of Cyprotex | 13,805,674 | 94.23% | 845,230 | 5.77% | 14,650,904 | 0 |
Ordinary Resolution | 13,804,674 | 94.23% | 845,230 | 5.77% | 14,650,904 | 1,000 |
On a show of hands by the Shareholders the Resolutions were passed unanimously.
* A vote withheld is not a vote in law and counts neither "For" nor "Against" the Special Resolution.
Effective Date and Timetable
Completion of the Acquisition remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document including the sanction by the Court of the Scheme at the Scheme Court Hearing. The expected timetable of principal events for the implementation of the Scheme is set out on page 9 of the Scheme Document. As described in detail in the Scheme Document, the Scheme Court Hearing (to sanction the Scheme) is expected to take place on 13 December 2016 although this and each of the subsequent dates set out in this timetable could be subject to change. It is expected that trading in Cyprotex Shares on AIM will be suspended with effect from 7.30 am (London time) on 14 December 2016 and that the Scheme will become effective on the same day. Cancellation of admission to trading on AIM of Cyprotex Shares is expected to take effect at 7:00 a.m. on 15 December 2016.
If any of the key dates set out in the expected timetable change, Cyprotex will give notice of this change by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions, also be available on Cyprotex's website at www.cyprotex.com and on Evotec's website at www.evotec.com respectively.
Subject to certain restrictions, a copy of this announcement and the amended Articles of Association will also be available on Cyprotex's website at www.cyprotex.com.
Enquiries:
Cyprotex |
|
Mark Warburton | Tel +44 (0) 1625 505117 |
Nplus1 Singer Advisory LLP (financial adviser to Cyprotex,for the purposes of Rule 3 of the Code) | |
Shaun Dobson | Tel +44 (0)20 7496 3000 |
Jen Boorer |
|
Important Notices
N+1 Singer, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting exclusively for Cyprotex and no one else in connection with the Acquisition and will not be responsible to anyone other than Cyprotex for providing the protections afforded to clients of N+1 Singer nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent possible, the companies involved in the Acquisition disclaim any responsibility or liability for the violation of such requirements by any person. This announcement has been prepared for the purposes of complying with English law, the Code, the Rules of the London Stock Exchange and the AIM Rules 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 England and Wales.
This announcement is for information purposes only. It is not intended to and does not constitute, an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue, any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement does not comprise a prospectus or a prospectus equivalent document. The Acquisition will be effected solely by means of the Scheme Document which, together with the Forms of Proxy, contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Ordinary Shares in respect of the Scheme at the Meetings, to execute and deliver Forms of Proxy appointing another to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law and the 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 of jurisdictions outside the United Kingdom.
Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Cyprotex 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) Cyprotex 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 Cyprotex 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 Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Cyprotex or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Cyprotex 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) Cyprotex and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 Cyprotex or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by Cyprotex and by any offeror and Dealing Disclosures must also be made by Cyprotex, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).
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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 20 7638 0129.
Publication on Website and Availability of Hard Copies
In accordance with Rule 26.1 and 26.2 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to Restricted Overseas Shareholders, on the website of Cyprotex at www.cyprotex.com until the end of the Offer Period.
For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.
In accordance with Rule 30.1 of the Code, you may request a hard copy of this announcement (and any information incorporated by reference in this announcement) free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) by writing to N+1 Singer Advisory LLP of One Bartholomew Lane, London EC2N 2AX or by calling +44 (0)20 7496 3000.
Unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition be in hard copy.
Related Shares:
CRX.L