23rd Mar 2010 07:00
For immediate release
Part 1 of 2
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
23 March 2010
MANDATORY CASH OFFER
By
MARTYN RATCLIFFE ('Offeror')
For the entire issued and to be issued share capital of
SAGENTIA GROUP PLC ('Sagentia')
Summary
·; The Offeror acquired 10,512,080 shares, representing approximately 48.4 per cent. of the issued share capital of Sagentia on 22 March 2010 at a price of 23.8 pence per Sagentia Share. As a result of this acquisition, under Rule 9 of The City Code on Takeovers and Mergers, a mandatory cash offer is required to be made for the entire issued and to be issued share capital of Sagentia not already owned by the Offeror at a price of 23.8 pence per Sagentia Share being the highest price paid by the Offeror for Sagentia Shares.
·; Under the terms of the Offer, Sagentia Shareholders accepting the Offer will receive 23.8 pence in cash per Sagentia share which represents:
·; a discount of approximately 7 per cent. to the Closing Price of 25.5 pence per Sagentia Share on 22 March 2010, being the last dealing day prior to the date of this Announcement;
·; a premium of approximately 2 per cent. to the average Closing Price of 23.3 pence per Sagentia Share over the last 30 days prior to 22 March 2010; and
·; a discount of approximately 59 per cent. to the reported shareholders' funds per share of 58.7 pence at 31 December 2009, based on the issued shares at 31 December 2009
·; The Offer values the entire issued share capital of Sagentia at approximately £5.2 million
·; The Offeror recognises that the Offer Price is a significant discount to the reported shareholders' funds of Sagentia at 31 December 2009. Unless required under the AIM Rules or in the circumstances set out in Paragraph 11 of this Announcement, the Offeror intends to maintain the listing on AIM and does not intend to procure the making of an application by Sagentia for the cancellation of admission to trading of Sagentia Shares on AIM. As a result, the Offeror does not intend to increase the Offer Price but reserves the right to do so in certain circumstances set out in Paragraph 2 of this Announcement
·; The Offeror is a private investor and experienced manager of technology companies. He is currently Chairman of Microgen plc
·; The Offer Document and Form of Acceptance will be despatched as soon as possible and by no later than 28 days from the date of this Announcement
·; The Offer will be conditional only upon the receipt of acceptances in respect of Sagentia Shares, which, together with the Sagentia Shares acquired or agreed to be acquired before or during the Offer, will result in the Offeror holding Sagentia Shares carrying more than 50 per cent. of the voting rights in Sagentia as set out in Appendix I of this Announcement
·; This Announcement and all other documents, announcements or information published in relation to the Offer by the Offeror will be available for inspection at the address to be set out in the Offer Document and on www.offerforsagentia.co.uk
This summary should be read in conjunction with, and is subject to, the full text of the Announcement and its appendices. Appendix I of the Announcement sets out the condition to and certain terms of the Offer to which the Offer will be subject. Appendix II contains the sources and bases for certain information set out in this summary announcement and the Announcement. Appendix III contains definitions of certain terms and expressions used in both this summary and in the Announcement.
Enquiries:
Michael Lacey-Solymar
Rowena Murray
James Ireland
Investec Bank plc Tel: 020 7597 5970
(Financial Adviser to the Offeror)
Terms used in this summary of the Announcement shall have the meaning given to them in the Announcement.
This Announcement is not intended to and does not constitute, or form any part of, an offer to sell or any solicitation of an offer to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Document and (in the case of certificated Sagentia Shares) the Form of Acceptance, which together will contain the full terms and condition of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the Offer should be made only on the basis of the information contained or referred to in the Offer Document and (in the case of certificated Sagentia Shares) the Form of Acceptance. The laws of relevant jurisdictions may affect the availability of the Offer to persons not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom or who are a nominee of or custodian or trustee for, any resident or national of any country other than the United Kingdom, should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdiction. The Offer Document will be available for public inspection.
The Offeror accepts responsibility for the information contained in this document save that the only responsibility accepted by him in respect of such information relating to Sagentia, which has been compiled from public sources, is to ensure that such information has been correctly and fairly reproduced and presented. Subject to the aforesaid, to the best of the knowledge and belief of the Offeror (who has taken reasonable care to ensure that such is the case), the information contained in this document for which he is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
Investec, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Offeror and no one else in connection with the Offer and the matters referred to in this announcement. Investec will not be responsible to any person other than the Offeror for providing the protections afforded to customers of Investec, nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
The Offer will not be made, directly or indirectly, and this announcement should not be sent, in or into or from the United States, Canada, Australia, South Africa, Japan or any other Restricted Jurisdiction or by use of the mails of or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any of these jurisdictions and doing so may render invalid any purported acceptance of the Offer. Accordingly, copies of this announcement and any other document relating to the Offer are not being, and must not be, mailed or otherwise distributed or sent in or into the United States, Canada, Australia, South Africa, Japan or any other Restricted Jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who may have contractual or legal obligations, or may otherwise intend, to forward this announcement to any jurisdiction outside the United Kingdom should read the relevant provisions of the Offer Document before taking any action.
The availability of the Offer to Sagentia Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements of those jurisdictions.
Forward Looking Statements
This document includes certain "forward looking statements". These statements are based on the current expectations of the Offeror and are naturally subject to uncertainty and changes in circumstances. The forward looking statements contained herein may include statements about expected effects on Sagentia of, or following, the Offer, the expected timing and scope of the Offer, anticipated earnings enhancements, estimated cost savings and other synergies, costs to be incurred in achieving synergies, other strategic options and all other statements in this document other than, historical facts. Forward looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include, but are not limited to, the satisfaction of the condition to the Offer, changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. The Offeror does not undertake any obligation to update publicly or revise forward looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of Sagentia, all 'dealings' in any 'relevant securities' of Sagentia (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30pm (London time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes or is declared wholly unconditional, lapses, or is otherwise withdrawn or on which the 'Offer Period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Sagentia, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Sagentia by the Offeror or Sagentia or any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' and 'dealings' should be disclosed, and the number of such securities in issue can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having such an 'interest' by virtue of the ownership or control of securities or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks in this section are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.
If you are in any doubt about the Offer, the contents of this announcement or what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Part 2 of 2
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
23 March 2010
MANDATORY CASH OFFER
By
MARTYN RATCLIFFE ('Offeror')
For
SAGENTIA GROUP PLC ('Sagentia')
1. Introduction
On 22 March 2010, Martyn Ratcliffe ("Offeror") acquired 10,512,080 shares in Sagentia Group plc ("Sagentia"), equivalent to approximately 48.4 per cent. of the issued share capital of Sagentia at a price of 23.8 pence per Sagentia Share. As a result of this acquisition, under Rule 9 of the Code the Offeror is required to make a mandatory cash offer for the entire issued and to be issued share capital of Sagentia at a price of 23.8 pence per Sagentia Share being the price paid by the Offeror for Sagentia Shares.
The Offer will be conditional only upon the receipt of acceptances in respect of Sagentia Shares, which, together with the Sagentia Shares acquired or agreed to be acquired before or during the Offer, will result in the Offeror holding Sagentia Shares carrying more than 50 per cent. of the voting rights in Sagentia as set out in Appendix I of this Announcement.
As a result, if the Offeror acquires or receives acceptances in respect of 349,718 Sagentia Shares (representing approximately 1.6 per cent. per cent. of the existing issued share capital of Sagentia) during the period the Offer is open for acceptance then the Offer will be capable of becoming or being declared unconditional as to acceptances.
The Offeror recognises that the Offer Price is a significant discount to the reported shareholders' funds of Sagentia at 31 December 2009. Unless required under the AIM Rules or in the circumstances set out in Paragraph 11 below, the Offeror intends to maintain the listing on AIM and does not intend to procure the making of an application by Sagentia for the cancellation of admission to trading of Sagentia Shares on AIM. As a result, the Offeror does not intend to increase the Offer Price but reserves the right to do so in certain circumstances set out in Paragraph 2 below.
2. Terms of the Offer
The Offer, which will be made on the terms and subject to the condition set out below and in Appendix I to this Announcement, and subject to the further terms and condition to be set out in the Offer Document and (in the case of Sagentia Shares held in certificated form) in the Form of Acceptance, will be made on the following basis:
For each Sagentia Share - 23.8 pence in cash
The Offer values the existing issued share capital of Sagentia at approximately £5.2 million and the existing issued share capital together with in-the-money share options of Sagentia at approximately £5.7 million.
The Offer Price represents:
·; a discount of approximately 7 per cent. to the Closing Price of 25.5 pence per Sagentia Share on 22 March 2010, being the last dealing day prior to the date of the Announcement
·; a premium of approximately 2 per cent. to the average Closing Price of 23.3 pence per Sagentia Share over the last 30 days prior to 22 March 2010; and
·; a discount of approximately 59 per cent. to the reported shareholders' funds per share of Sagentia at 31 December 2009, which was 58.7 pence, based on the issued shares at 31 December 2009.
The Offer extends to all Sagentia Shares not already owned by the Offeror or any of his Associates which are unconditionally allotted or issued and fully paid on the date of the Offer. The Offer also extends to any Sagentia Shares not already owned by the Offeror or any of his Associates which are unconditionally allotted or issued and fully paid while the Offer remains open for acceptance.
The Sagentia Shares will be acquired pursuant to the Offer fully paid free from all liens, charges, equitable interests and encumbrances and together with all rights now and hereafter attaching thereto including voting rights and the right to receive and retain all dividends and other distributions (if any) declared, made or paid hereafter.
The Offeror does not currently intend to increase the Offer Price but reserves the right to do so in the following circumstances:
·; following the announcement by a third party offeror or potential offeror of an offer or possible offer for Sagentia; or
·; with the agreement or recommendation of the board of directors of Sagentia; or
·; following the release or announcement of any material new information by Sagentia.
3. Background and reason for the offer
On 22 March 2010, the Offeror acquired 10,512,080 shares in Sagentia, equivalent to approximately 48.4 per cent. of the issued share capital of Sagentia at a price per share of 23.8 pence. As a result of this acquisition, under Rule 9 of the Code, the Offeror is therefore required to make a mandatory cash offer for all the outstanding issued and to be issued share capital of Sagentia not already owned by the Offeror at a price of 23.8 pence per Sagentia Share being the highest price paid by the Offeror for any Sagentia Shares.
The Offeror recognises that the Offer Price is a significant discount to the reported shareholders' funds per share of Sagentia at 31 December 2009. Unless required under the AIM Rules or in the circumstances set out in Paragraph 11 below, the Offeror intends to maintain the listing on AIM and does not intend to procure the making of an application by Sagentia for the cancellation of admission to trading of Sagentia Shares on AIM. As a result, the Offeror does not intend to increase the Offer Price but reserves the right to do so in certain circumstances set out in Paragraph 2.
The Offeror is a private investor and an experienced manager of technology businesses. The Offeror believes that delivering shareholder value is consistent with providing long term service and value to Sagentia's clients and to providing attractive, rewarding, long-term career and intellectual opportunities for Sagentia's employees. The Offeror intends to seek a position on the Board of Sagentia and to participate in a strategic review of the business to be completed as soon as possible. The Offeror will therefore be seeking dialogue with the Board of Sagentia and its advisers at the earliest opportunity to discuss the future structure of the Board and to facilitate the strategic review.
4. Information on Sagentia
Sagentia is listed on the London Stock Exchange's AIM market. For the year ended 31 December 2009, Sagentia reported revenue of £23.8 million on continuing operations, including £1.5 million from subsidiaries now disposed, £4.7 million from a completed micro payments project and £1.2 million from other operations, primarily rental services at the Harston Mill property. For the year ended 31 December 2009, Sagentia reported a loss on continuing operations before income tax of £3.5 million.
At 31 December 2009, Sagentia reported shareholders' funds of £12.7 million, including cash and cash equivalents of £4.2 million, an outstanding loan of £6.5 million, freehold land and buildings with a net book value of £14.0 million and equity investments in investee companies valued at £1.4 million. At that time, the Sagentia Group reported available tax losses of approximately £56.3 million.
The principal business activities of Sagentia are the provision of skill-based technology consulting services and the development and exploitation of intellectual property. At 31 December 2009, Sagentia had operating subsidiaries in the United Kingdom, USA and Hong Kong and had a number of Venture Subsidiaries and Investments.
5. Information on the Offeror
The Offeror is a private investor and an experienced manager of technology businesses. His experience includes the management of operations in the UK, USA & Europe, together with mergers & acquisitions of public and private companies.
The Offeror is Chairman of Microgen plc ("Microgen"), an appointment held since 1998 following his shareholding investment in that company. Originally involved in microfiche and printing, following a series of acquisitions and disposals, Microgen is now a profitable, cash-generative software and services group with some leading technology products. For the year ended 31 December 2009, from continuing operations, Microgen reported revenue of £29.1 million and profit before income tax of £2.3 million.
Prior to joining Microgen, the Offeror was the senior vice-president and general manager of Dell Computer Corporation, responsible for the Europe, Middle East and Africa region. His background also includes experience in research & development, sales & marketing and product management.
The Offeror has a BSc in Physics (1983) from the University of Bath and an MBA (1988) from the Cass Business School at City University, London.
6. Financing of the Offer
Full acceptance of the Offer, assuming the exercise of all outstanding options with an exercise price of less than 23.8 pence per Sagentia Share under the Sagentia Share Schemes and the acceptance by Sagentia Shareholders before the Offer closes, will result in the payment of approximately £3.2 million in cash. The cash consideration payable to Sagentia Shareholders under the terms of the Offer will be funded using the cash resources and/or committed facilities of the Offeror.
Investec (in its capacity as financial adviser to the Offeror) confirms that it is satisfied that sufficient resources are available to the Offeror to enable him to satisfy in full the cash consideration payable to Sagentia Shareholders as a result of full acceptance of the Offer.
7. Management, employees and locations
On the Offer becoming or being declared wholly unconditional, the existing employment rights and terms and conditions of employment, including pension obligations, of all management and employees of Sagentia will be maintained. Subject to the strategic review described in Paragraph 3, the Offeror does not anticipate any change in the conditions or location of employment of Sagentia employees nor does it expect to redeploy any of the fixed assets of the Sagentia Group.
The Offeror believes that delivering shareholder value is consistent with providing long term service and value to Sagentia's clients and to providing attractive, rewarding, long-term career and intellectual opportunities for Sagentia's employees.
8. Sagentia Share Schemes
Unless required under the AIM Rules or in the circumstances set out in Paragraph 11, the Offeror intends to maintain the listing on AIM and does not intend to procure the making of an application by Sagentia for the cancellation of admission to trading of Sagentia Shares on AIM. Furthermore, throughout its listing on AIM, Sagentia has operated with a large single shareholder and it is the transfer of that shareholding which requires, under the Code, that this Offer be made. As such, the Offeror does not consider it appropriate nor in the best interests of all Sagentia shareholders for any amendment, variation or acceleration of share option grants, or their associated vesting, performance criteria and/or exercise dates, under the Sagentia Share Schemes, to be made.
Provided that the listing on AIM is maintained, all Sagentia Share Schemes will be unaffected. At 31 December 2009, Sagentia had a total of 3,134,485 share options granted, of which 2,162,654 were granted at prices below the Offer Price. None of the in-the-money share options had reached their first exercise date at 31 December 2009. The Offeror will be requesting that the Board of Sagentia leave all existing share options in place and do not take any action that would affect their continuation under existing criteria.
The Offer will extend to all Sagentia Shares which are unconditionally allotted or issued pursuant to the exercise of options under the Sagentia Share Schemes after the date of this Announcement and before the time at which the Offer ceases to be open for acceptance (or before such earlier date as the Offeror may in accordance with the terms and condition of the Offer and subject to the Code, decide).
In the event that Sagentia Shares were to be delisted, under the circumstances outlined in Paragraph 11, then appropriate proposals will be made in due course to participants in the Sagentia Share Schemes in connection with the Offer.
9. Disclosure of interests in Sagentia
As at the date of this Announcement, the Offeror is interested, as beneficial owner, in 10,512,080 Sagentia Shares representing approximately 48.4 per cent. of the issued share capital of Sagentia.
Other than for the above interests in Sagentia Shares, neither the Offeror nor, so far as the Offeror is aware, any person acting in concert with the Offeror, owns or controls or has any interests in any Sagentia Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or has any rights to subscribe for or purchase or any option to acquire or any obligation to take delivery of any Sagentia Shares or has entered into any derivatives referenced to Sagentia Shares or which result in that person holding a long position in securities related to Sagentia Shares ("Relevant Sagentia Securities") which remain outstanding, nor does any such person hold any short positions in relation to Relevant Sagentia Securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Relevant Sagentia Securities.
Neither the Offeror nor, so far as the Offeror is aware, any person acting in concert with the Offeror has borrowed or lent any Relevant Sagentia Securities (save for any borrowed shares which have been either on-lent or sold). The Offeror does not have any arrangement in relation to Relevant Sagentia Securities with any other person. For these purposes, "arrangement" includes any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Sagentia Securities which may be an inducement to deal or refrain from dealing in such securities.
10. Overseas Sagentia Shareholders and general matters
Overseas Sagentia Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. If you are in any doubt about your position, you should consult your professional advisor in the relevant territory.
The implications of the Offer for persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. 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.
The Offer, and acceptances thereof, will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the Code and other legal and regulatory requirements. In deciding whether or not to accept the Offer, Sagentia Shareholders should rely on the information contained in the Offer Document and the Form of Acceptance.
Appendix I sets out the conditions and certain further terms of the Offer. Appendix II contains source notes relating to certain information contained in the Announcement. Appendix III contains details of the letters of intent received by the Offeror from Sagentia Shareholders. Appendix IV contains details of the Offeror Offer Shareholders interests in Sagentia. Certain terms used in the Announcement are defined in Appendix V to the Announcement.
Unless otherwise determined by the Offeror and subject to any dispensation required from the Panel, the Offer will not be made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including without limitation, telephonically or electronically) or interstate or foreign commerce of, or through any facilities of a national securities exchange of a Restricted Jurisdiction, and the Offer, when made, should not be accepted by any such use, means, instrumentality or facilities from or within any Restricted Jurisdiction. Accordingly, copies of this Announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent, into or from any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation custodians, nominees and trustees) should observe these restrictions and not mail or otherwise forward, distribute or send it in, into or from any Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this Announcement and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Notwithstanding the foregoing, the Offeror will retain the right to permit the Offer to be accepted and any sale of securities pursuant to the Offer to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation.
All times referred to are London times unless otherwise stated.
11. Listing, De-Listing and Compulsory Acquisition
In accordance with Rule 9 of the Code, having acquired in excess of 30 per cent. of the share capital of Sagentia, the Offeror is required to make an Offer for the entire issued and to be issued shares in Sagentia in cash. However, the Offeror recognises that the Offer Price is a significant discount to the reported shareholders' funds per share of Sagentia at 31 December 2009 and does not intend to increase the Offer Price but reserves the right to do so in certain circumstances set out in Paragraph 2.
Therefore:
(a) If the Offeror receives acceptances under the Offer, together with Sagentia Shares owned or acquired, of less than 90 per cent. in nominal value of the Sagentia Shares to which the Offer relates, unless required under the AIM Rules and subject to Paragraph 11(b) below, the Offeror does not intend to procure the making of an application by Sagentia for the cancellation of admission to trading of Sagentia Shares on AIM. However, if required under the AIM Rules, assuming the Offer becomes or is declared unconditional in all respects, and provided that the Offeror has acquired or agreed to acquire 75 per cent. of the voting rights attached to the Sagentia Shares, the Offeror will procure the making of an application by Sagentia for the cancellation of admission to trading of Sagentia Shares on AIM in accordance with the AIM Rules; or
(b) If any amendment, variation or acceleration of share option grants under the Sagentia Share Schemes, or their associated vesting, performance criteria and/or exercise dates are made, and assuming the Offer becomes or is declared unconditional in all respects, and provided that the Offeror has acquired or agreed to acquire 75 per cent. of the voting rights attached to the Sagentia Shares, the Offeror will procure the making of an application by Sagentia for the cancellation of admission to trading of Sagentia Shares on AIM in accordance with the AIM Rules; or
(c) If the Offeror receives acceptances under the Offer, together with Sagentia Shares owned or acquired, in respect of 90 per cent. or more in nominal value of the Sagentia Shares to which the Offer relates (and 90 per cent. or more of the voting rights carried by Sagentia Shares to which the Offer relates) the Offeror would then intend to procure the making of an application by Sagentia for the cancellation of admission to trading of Sagentia Shares on AIM in accordance with the AIM Rules. The Offeror would also exercise the rights pursuant to the provisions of Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily the remaining Sagentia Shares in respect of which the Offer has not been accepted.
In the event that cancellation of admission to trading on AIM occurs, it is anticipated that cancellation would take effect no earlier than 20 clear Business Days after the event set out in (a), (b) or (c) above. Any such cancellation would significantly reduce the liquidity and marketability of any Sagentia Shares in relation to which Sagentia Shareholders had not accepted the Offer at that time.
12. General
It is expected that the Offer Document will be despatched to Sagentia Shareholders by the Offeror as soon as possible and by no later than 28 days from the date of this Announcement. This Announcement is not intended to and does not constitute an offer or an invitation to purchase any securities. Details of the sources and bases of certain information set out in this announcement are included in Appendix II to this announcement. The definitions of terms used in this Announcement are contained in Appendix III to the Announcement.
Enquiries:
Michael Lacey-Solymar
Rowena Murray
James Ireland
Investec Bank plc Tel: 020 7597 5970
(Financial Adviser to the Offeror)
This announcement is not intended to and does not constitute, or form any part of, any offer to sell or any solicitation of any offer to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction. The Offer will be made solely by the Offer Document and (in the case of certificated Sagentia Shares) the Form of Acceptance, which together will contain the full terms and condition of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the Offer should be made only on the basis of the information contained or referred to in the Offer Document and (in the case of certificated Sagentia Shares) the Form of Acceptance. The laws of relevant jurisdictions may affect the availability of the Offer to persons not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdiction. The Offer Document will be available for public inspection.
Investec, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Offeror and no one else in connection with the Offer and the matters referred to in this announcement. Investec will not be responsible to any person other than the Offeror for providing the protections afforded to customers of Investec, nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
The Offer will not be made, directly or indirectly, and this announcement should not be sent, in or into or from the United States, Canada, Australia, South Africa, Japan or any other Restricted Jurisdiction or by use of the mails of or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any of these jurisdictions and doing so may render invalid any purported acceptance of the Offer. Accordingly, copies of this announcement and any other document relating to the Offer are not being, and must not be, mailed or otherwise distributed or sent in or into the United States, Canada, Australia, South Africa, Japan or any other Restricted Jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who may have contractual or legal obligations, or may otherwise intend, to forward this announcement to any jurisdiction outside the United Kingdom should read the relevant provisions of the Offer Document before taking any action.
The availability of the Offer to Sagentia Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements of those jurisdictions.
Forward Looking Statements
This document includes certain "forward looking statements". These statements are based on the current expectations of the Offeror and are naturally subject to uncertainty and changes in circumstances. The forward looking statements contained herein may include statements about expected effects on Sagentia of, or following, the Offer, the expected timing and scope of the Offer, anticipated earnings enhancements, estimated cost savings and other synergies, costs to be incurred in achieving synergies, other strategic options and all other statements in this document other than, historical facts. Forward looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include, but are not limited to, the satisfaction of the condition to the Offer, changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. The Offeror does not undertake any obligation to update publicly or revise forward looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of Sagentia, all 'dealings' in any 'relevant securities' of Sagentia (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30pm (London time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes or is declared wholly unconditional, lapses, or is otherwise withdrawn or on which the 'Offer Period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Sagentia, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Sagentia by the Offeror or Sagentia or any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' and 'dealings' should be disclosed, and the number of such securities in issue can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having such an 'interest' by virtue of the ownership or control of securities or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks in this section are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.
If you are in any doubt about the Offer, the contents of this announcement or what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Appendix I
Condition and further terms of the Offer
The Offer will be subject to the following condition: valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m (London time) on the First Closing Date (or such later time(s) and/or date(s) as the Offeror may, with the consent of the Panel or in accordance with the Code, decide), in respect of such number of Sagentia Shares which, together with Sagentia Shares that the Offeror has acquired or agreed to acquire, pursuant to the Offer or otherwise, carry in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Sagentia including for this purpose (to the extent, if any, required by the Panel) any such voting rights attached to any Sagentia Shares which have been unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances (whether pursuant to the exercise of conversion or subscription rights or otherwise).
The Offer will comply with the rules and regulations of the Financial Services Authority, the AIM Rules of the London Stock Exchange, the Code and the Companies Act 2006. The Offer will be governed by English law and will be subject to the jurisdiction of the Courts of England and to the terms and condition set out in this Appendix I and the further terms to be set out in the Offer Document and (in relation to Sagentia Shares held in certificated form) the Form of Acceptance.
The Offer will lapse if it is referred to the Competition Commission before 1.00 pm (London time) on the First Closing Date or the time and date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later.
The Offer will lapse if it does not become or is not declared unconditional as to acceptances.
If the Offer lapses, it will cease to be capable of further acceptance and the Offeror and accepting Sagentia Shareholders shall thereupon cease to be bound by acceptances submitted at or before the time when the Offer so lapses.
Appendix II
Bases and sources
a) References to the existing issued share capital of Sagentia are reference to Sagentia Shares in issue on 22 March 2010 (being the last practicable Business Day prior to the release of this Announcement), being 21,723,595 Sagentia Shares.
b) The value of approximately £5.7 million attributed to the current issued and to be issued share capital of Sagentia, is based upon the number of Sagentia shares currently in issue being 21,723,595 and on all outstanding options and awards granted under the Sagentia Share Schemes which have an exercise price per Sagentia Share lower than the Offer Price having been exercised. The Offer will not be extended to any Shares held in treasury as, under the Code, it is not necessary to do so and as such they are excluded from all calculations of percentage holdings of voting rights, share capital and relevant securities.
c) Unless otherwise stated financial and other information, including share options, relating to Sagentia have been extracted from the audited annual report and accounts of the Sagentia Group plc for the financial period ended 31 December 2009.
Sagentia Share prices have been derived from the Daily Official List and represent closing middle market prices on the relevant date.
Appendix III
Definitions
The following definitions apply throughout this announcement, unless the context requires otherwise:
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"Acquisition" |
the proposed acquisition of the entire issued and to be issued share capital of Sagentia by the Offeror by means of the Offer
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"Act" |
means the Companies Act 2006
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"Announcement"
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the announcement by the Offeror of a firm intention to make the Offer dated 23 March 2010
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"AIM" |
a market operated by the London Stock Exchange
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"AIM Rules" |
the rules for AIM companies as published by the London Stock Exchange from time to time
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"Australia" |
the Commonwealth of Australia, its states, territories and possessions
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"Offeror"
"Business Day" |
Martyn Roy Ratcliffe
any day, other than a Saturday, Sunday or public or bank holiday, on which banks are generally open for business in the City of London
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|
"Canada" |
Canada, its provinces and territories and all areas subject to its jurisdiction and any political sub-division thereof
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"Closing Price" |
the closing middle market quotation of a Sagentia Share as derived from the AIM Appendix to the Daily Official List
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"Code" |
The City Code on Takeovers and Mergers, as amended from time to time
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"Daily Official List" |
the AIM daily official list of the London Stock Exchange
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"dealing day" |
a day on which dealings in domestic securities may take place on, and with the authority of, the London Stock Exchange
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"First Closing Date"
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the date to be described as such in the Offer Document in relation to the Offer
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"Form of Acceptance" |
the form of acceptance relating to the Offer which will accompany the Offer Document
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"FSA" |
the Financial Services Authority
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"FSMA" |
the Financial Services and Markets Act 2000, as amended from time to time
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"Investec" |
Investec Investment Banking, a division of Investec Bank plc
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"Japan" |
Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction and any political sub-division thereof
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"London Stock Exchange"
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London Stock Exchange plc
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"Offer" |
the mandatory cash offer being made by the Offeror to acquire all of the Sagentia Shares not already owned by the Offeror on the terms and subject to the condition set out in the Offer Document and the Form of Acceptance (including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer)
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"Offer Document" |
the document to be despatched to Sagentia Shareholders (other than certain Overseas Shareholders) setting out the full terms and condition of the Offer
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"Offer Price"
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23.8 pence per share for each Sagentia Share |
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"Overseas Shareholders" |
Sagentia Shareholders who are resident in, or nationals or citizens of, jurisdictions outside the United Kingdom or who are nominees of, or custodians or trustees for, residents, citizens or nationals of other countries
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"Panel" |
The Panel on Takeovers and Mergers
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"Restricted Jurisdiction" |
any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure or prosecution if information concerning the Offer is sent or made available to Sagentia Shareholders in that jurisdiction
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"RIS" or "Regulatory Information Service" |
any of the services approved by the London Stock Exchange and included in the list maintained on the London Stock Exchange's website
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"Sagentia"
"Sagentia Group"
"Sagentia Shares"
"Sagentia Shareholders" "Sagentia Share Schemes"
"South Africa" |
Sagentia Group plc, incorporated in England and Wales with registered number 06536543
Sagentia, its subsidiaries and its subsidiary undertakings
the existing unconditionally allotted or issued and fully paid ordinary shares of 1p each in the capital of Sagentia and any further shares which are issued or unconditionally allotted prior to the time at which the Offer ceases to be open for acceptance (or prior to such earlier time as the Offeror may, in accordance with the terms and condition of the Offer, and subject to the Code, decide) excluding in both cases any such shares held or which become held as treasury shares (for the purposes of the Act)
holders of Sagentia Shares from time to time the Sagentia approved and unapproved share option schemes adopted in 2008
the Republic of South Africa
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"United Kingdom" or "UK"
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the United Kingdom of Great Britain and Northern Ireland
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"United States" or "US" |
the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction
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All references to legislation in this Announcement are to English legislation unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
For the purposes of this Announcement, 'subsidiary', 'subsidiary undertaking', 'associated undertaking', 'undertaking' and 'parent undertaking' have the respective meanings given to them by the Companies Act 2006.
References to "£","Sterling", "p", "penny" and "pence" are to the lawful currency of the United Kingdom.
References to time are to London time.
Related Shares:
Science Group