25th Oct 2006 10:10
Synergy Healthcare PLC25 October 2006 SYNERGY HEALTHCARE PLC 25 October 2006 STATEMENT RE POSSIBLE OFFER The Board of Synergy Healthcare plc ("Synergy") notes the announcement made byIsotron plc ("Isotron"). Synergy confirms that it has submitted an indicativeoffer letter to the board of Isotron setting out proposals to acquire the issuedand to be issued share capital of Isotron on the following basis: for everyIsotron Share 1.0973 Synergy Shares, which values an Isotron Share at 750p basedon the closing price of a Synergy Share on 24 October 2006, together with a fullcash alternative at 700p per share. The cash alternative would be funded solelyfrom existing and new bank facilities. This announcement should not be taken asa firm intention by Synergy to make an offer and, accordingly, there can be nocertainty that any offer will be made. A further announcement will be made in due course. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the'City Code'), if any person is, or becomes, 'interested' (directly orindirectly) in one per cent. or more of any class of 'relevant securities' ofIsotron, all 'dealings' in any 'relevant securities' of Isotron (including bymeans of an option in respect of, or a derivative referenced to, any such'relevant securities') must be publicly disclosed by no later than 3.30 pm(London time) on the London business day following the date of the relevanttransaction. This requirement will continue until the date on which the offerbecomes, or is declared, unconditional as to acceptance, lapses or is otherwisewithdrawn or on which the 'offer period' otherwise ends. If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an 'interest' in 'relevant securities' of Isotron they willbe deemed to be a single person for the purpose of Rule 8.3. Under the provision of Rule 8.1 of the City Code, all 'dealings' in 'relevantsecurities' of Isotron by Synergy or Isotron or by any of their respective'associates', must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevantsecurities' 'dealings' should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an 'interest' byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative reference to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a 'dealing' under Rule 8, you should consult the Panel. Brewin Dolphin Securities Limited ("Brewin Dolphin"), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingfor Synergy and no-one else in connection with the matters referred to hereinand will not be responsible to anyone other than Synergy for providing theprotections afforded to clients of Brewin Dolphin or for giving advice inrelation to such matters. Enquiries: Brewin Dolphin Securities 0845 270 8600 Mark Brady Matt Davis Andrew Emmott Buchanan Communications 020 7466 5000 Tim Anderson This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
SYR.L