2nd Jun 2016 07:00
Bioquell PLC
("Bioquell" or the "Company")
Tender Offer
Further to the Board's announcement on 29 April 2016, the Company announces a tender offer pursuant to which 1 in every 2 Ordinary Shares held by Qualifying Shareholders would be purchased at a price of £2 per Ordinary Share. If the maximum number of shares under the Tender Offer is acquired, this will result in an amount of approximately £44 million being returned by the Company to Qualifying Shareholders.
A circular including notice of the General Meeting and a tender offer application form is expected to be sent to Shareholders later today and will set out the background to and reasons for the Tender Offer and why the Directors believe the Tender Offer to be in the best interests of the Company and its Shareholders as a whole. The Circular will also contain details on the procedure that should be followed by those Qualifying Shareholders who wish to participate in the Tender Offer. The Company is seeking Shareholders' approval of the Tender Offer at a General Meeting to be held at 12.00 p.m. on 20 June 2016.
As set out in further detail within the Circular, whilst the Board is engaged in preliminary discussions with several parties regarding a potential offer for the Company, Shareholders should be aware that these discussions are at an early stage and there can be no certainty that an offer will be made, nor as to the terms on which any offer might be made. Shareholders should note that the Board considers it unlikely that, in the event that an offer for the Company is received, it will be at a price per share which is greater than the Tender Price. The Board will announce further details of these discussions as appropriate.
EXPECTED TIME TABLE OF PRINCIPAL EVENTS
Posting of the Circular | 2 June 2016 |
Tender Offer opens | 2 June 2016 |
Latest time and date for receipt of Forms of Proxy | 12.00 p.m. on 16 June 2016 |
General Meeting | 12.00 p.m. on 20 June 2016 |
Anticipated date to announce results of the General Meeting | 20 June 2016 |
Latest time and date for receipt of Tender Forms and share certificates in relation to the Tender Offer (i.e. close of Tender Offer) | 1.00 p.m. on 20 June 2016 |
Latest time and date for receipt of TTE Instructions in relation to the Tender Offer (i.e. close of Tender Offer) | 1.00 p.m. on 20 June 2016 |
Tender Offer Record Date | 5.00 p.m. on 20 June 2016 |
Announcement of results of the Tender Offer | by 8.00 a.m. on 21 June 2016 |
Purchase of Ordinary Shares under the Tender Offer | 22 June 2016 |
CREST accounts credited for revised, uncertificated holdings of Ordinary Shares (or, in the case of unsuccessful tenders, for entire holdings of Ordinary Shares) | by 22 June 2016 |
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares | by 1 July 2016 |
Cheques despatched in respect of Tender Offer proceeds for certificated Ordinary Shares | by 1 July 2016 |
Return of share certificates in respect of unsuccessful tenders of certificated Ordinary Shares | by 1 July 2016 |
Despatch of balancing share certificates (in respect of certificated Ordinary Shares) for revised, certificated holdings in the case of partially successful tenders | by 1 July 2016 |
Unless otherwise defined in this announcement, all defined terms used in this announcement shall have the meaning ascribed to them in the circular expected to be sent to Shareholders today in connection with the Tender Offer.
Enquiries:
Bioquell PLC Nigel Keen - Chairman Nick Adams - Chief Executive Michael Roller - Finance Director
| 01264 835 900 |
N+1 Singer Nic Hellyer James White
| 020 7496 3000 |
Related Shares:
Bioquell