TIDMABZA
RNS Number : 6574D
Abzena PLC
11 October 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
11 October 2018
ACQUISITION
of
Abzena plc
by
Astro BidCo Limited
A company wholly-owned by WCAS XII-Astro, L.P.
Scheme of Arrangement ("the Scheme") becomes Effective
The Boards of Abzena plc ("Abzena") and Astro BidCo Limited
("BidCo") are pleased to announce that, further to the announcement
on Wednesday 10 October 2018 by Abzena that the Court had
sanctioned the Scheme, the Court Order has been delivered to the
Registrar of Companies today and accordingly the Scheme has become
effective in accordance with its terms.
As previously advised, trading in Abzena Shares on AIM was
suspended with effect from 7.30 a.m. today and the cancellation of
trading of the Abzena Shares on AIM is expected to take place at
7.00 a.m. on 12 October 2018.
A Scheme Shareholder on the register of members of Abzena at
6.00 p.m. on Thursday 11 October 2018 will be entitled to receive
16 pence in cash for each Scheme Share held. Settlement of the
consideration to which any Scheme Shareholder is entitled will be
effected by way of the despatch of cheques or the crediting of
CREST accounts (for Abzena Shareholders holding Scheme Shares in
certificated form and in uncertificated form respectively) as soon
as practicable. The latest date for despatch of cheques and
settlement of the Cash Consideration in relation to the Acquisition
is 25 October 2018.
Full details of the Acquisition are set out in the scheme
document dated 10 September 2018 (the "Scheme Document"). Defined
terms used but not defined in this announcement have the same
meanings set out in the Scheme Document.
The Company is no longer in an "Offer Period" as defined in the
Code and accordingly the dealing disclosure requirements previously
notified to investors no longer apply.
END
Enquiries:
Abzena plc
Ken Cunningham (Chairman) +44 (0) 1223 903
John Burt (Chief Executive Officer) 498
BidCo and WCAS
Jonathan M. Rather +1 (212) 893 9500
N+1 Singer (Nominated adviser and broker
to Abzena plc)
Aubrey Powell +44 (0) 20 7496
Ben Farrow 3000
Peel Hunt LLP (financial adviser to +44 (0) 20 7418
BidCo) 8900
Christopher Golden
Michael Nicholson
James Steel
Oliver Jackson
Instinctif Partners
Melanie Toyne Sewell
Rozi Morris +44 (0) 20 7457
Alex Shaw 2020
IMPORTANT NOTICES
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting solely for Abzena as nominated adviser,
financial adviser and broker in relation to the matters referred to
in this Announcement and for no one else. N+1 Singer will not be
responsible to anyone other than Abzena for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this Announcement or any arrangement
referred to herein. N+1 Singer has given, and not withdrawn, its
consent to the inclusion in this Announcement of the references to
its name and the advice it has given to Abzena in the form and
context in which they appear.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for WCAS, the WCAS Fund
and BidCo and for no one else in connection with the matters set
out in this announcement and will not regard any other person as
its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than WCAS,
the WCAS Fund and BidCo for providing the protections afforded to
its clients or for providing advice in relation to the Acquisition
or any other matter or arrangement referred to in this
Announcement.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form any part of, an offer
to sell or an invitation to subscribe for or purchase any
securities or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of
the securities referred to in this Announcement in any jurisdiction
in contravention of applicable law.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
or into 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 legal or
regulatory requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
such jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such
restrictions by any person.
Neither this Announcement nor any of the documents relating to
the Acquisition form or are intended to constitute or form part of
any offer or invitation to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval pursuant to the Scheme or
otherwise, in any jurisdiction in which such offer, invitation or
solicitation is unlawful. This Announcement has been prepared for
the purposes of complying with English law, the rules of the London
Stock Exchange, the AIM Rules 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 of England and Wales.
Further details in relation to Abzena Shareholders located in
overseas jurisdictions are contained in the Scheme Document.
Publication on website and availability of hard copies
Pursuant to Rule 26.1 of the Code, a copy of this Announcement,
will be made available, free of charge and subject to certain
restrictions relating to persons in Restricted Jurisdictions, on
Abzena's website at www.abzena.com by no later than 12 noon (London
time) on the business day following the date of this Announcement.
For the avoidance of doubt, neither the contents of such website
nor the content of any website accessible from hyperlinks on such
website is incorporated into, and do not form part of, this
Announcement.
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement and/or any document
incorporated by reference into this Announcement, free of charge. A
person may also request that all future documents, announcements
and information to be sent to that person in relation to the
Acquisition should be sent by the party which publishes it in hard
copy form. For persons who receive a copy of this Announcement in
electronic form or via a website publication, a hard copy of this
Announcement will not be sent unless so requested, by contacting
N+1 Singer, One Bartholomew Lane, London EC2N 2AX, or by telephone
on 0207 496 3000 (from within the UK) or +44 207 496 3000 (from
outside the UK). If requested, copies will be provided, free of
charge, within 2 business days of the request.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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(END) Dow Jones Newswires
October 11, 2018 02:44 ET (06:44 GMT)
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