Offer Document Posted
11 6월 2009 - 1:12AM
UK Regulatory
TIDMCGN TIDMTRS
RNS Number : 7102T
CapRegen PLC
10 June 2009
Not for release, publication or distribution in whole or in part in, into or
from any jurisdiction where to do the same would constitute a violation of the
relevant laws of such jurisdiction
10 June 2009
RECOMMENDED ACQUISITION
by
Tarsus Group plc ("Tarsus")
of
CapRegen plc ("CapRegen")
(To be effected by way of a scheme of arrangement under
Section 899 of the Companies Act 2006 (the "Scheme"))
Further to the announcement made by Tarsus on 9 June 2009 regarding the
recommended acquisition by Tarsus of the entire issued share capital of
CapRegen not already owned by it by the issue of 1 new ordinary Tarsus share of
5 pence each for every 24 CapRegen ordinary shares of 1 pence each, CapRegen and
Tarsus are pleased to announce that the document outlining the terms of
the Scheme (the "Scheme Document") is being posted to CapRegen's shareholders
today.
The Scheme Document contains notices of the Court Meetings and the General
Meeting (as defined therein) of CapRegen shareholders required to approve the
Scheme, which will be held, respectively, at 10:00am, 10:10am and 10:15am (or as
soon thereafter as the preceding Court Meetings have been concluded or
adjourned), on 3 July 2009, at the offices of Memery Crystal LLP, 44 Southampton
Buildings London WC2A 1AP.
The Scheme Document also contains the recommendation of the independent director
of CapRegen that CapRegen shareholders vote in favour of the resolutions to be
proposed at the Court Meetings and the General Meeting, as he proposes to do in
respect of his own beneficial shareholding, amounting in aggregate to
400,000 CapRegen shares, representing approximately 0.045 per cent. of
CapRegen's existing issued share capital.
An expected timetable of principal events is set out in Appendix I to this
announcement.
A copy of the Scheme Document will be available for download from
http://www.capregen.com alternatively CapRegen's shareholders may obtain
additional free copies of the Scheme Document from the Company Secretary at
CapRegen plc, 9th Floor, Metro Building,1 Butterwick, Hammersmith, London, W6
8DL.
Enquiries:
+----------------------------------------------------+------------------+
| CapRegen | 07785 257 010 |
+----------------------------------------------------+------------------+
| George Greenwood | |
+----------------------------------------------------+------------------+
| | |
+----------------------------------------------------+------------------+
| Blue Oar Securities plc (Financial Adviser to | 020 7448 4400 |
| CapRegen) | |
+----------------------------------------------------+------------------+
| William Vandyk | |
+----------------------------------------------------+------------------+
| | |
+----------------------------------------------------+------------------+
Appendix I
Expected Timetable of Principal Events
+-----------------------------------------------------------------+-------------+
| First Court Meeting | 10.00 a.m. |
| | on 3 July |
| | 2009 |
+-----------------------------------------------------------------+-------------+
| | |
+-----------------------------------------------------------------+-------------+
| Second Court Meeting | 10.10 a.m. |
| | on 3 July |
| | 2009 |
+-----------------------------------------------------------------+-------------+
| | |
+-----------------------------------------------------------------+-------------+
| General Meeting | 10.15 a.m. |
| | on 3 July |
| | 2009 |
+-----------------------------------------------------------------+-------------+
| | |
+-----------------------------------------------------------------+-------------+
| Court hearing to sanction the Scheme and confirm the Reduction | 22 July |
| of Capital | 2009 |
+-----------------------------------------------------------------+-------------+
| | |
+-----------------------------------------------------------------+-------------+
| Scheme Record Time | 6 p.m. on |
| | 20 July |
| | 2009 |
+-----------------------------------------------------------------+-------------+
| | |
+-----------------------------------------------------------------+-------------+
| Effective Date of the Scheme | 23 July |
| | 2009 |
+-----------------------------------------------------------------+-------------+
| | |
+-----------------------------------------------------------------+-------------+
| Cancellation of trading of CapRegen Shares to trading on AIM | 8.00am on |
| | 24 July |
| | 2009 |
+-----------------------------------------------------------------+-------------+
| | |
+-----------------------------------------------------------------+-------------+
| Admission and first dealing date of New Tarsus Shares and | 8.00am on |
| crediting of New Tarsus Shares to CREST accounts | 29 July |
| | 2009 |
+-----------------------------------------------------------------+-------------+
| | |
+-----------------------------------------------------------------+-------------+
| Latest date for dispatch of share certificates in respect of | 6 August |
| New Tarsus Shares | 2009 |
+-----------------------------------------------------------------+-------------+
The directors of CapRegen (the "Directors") accept responsibility for the
information in this announcement. To the best of the knowledge and belief of the
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
This announcement is not intended to and does not constitute an offer to sell or
the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Scheme or otherwise, nor shall
there be any sale, issuance or transfer of the securities in any jurisdiction in
contravention of applicable law. Any response in relation to the Scheme should
be made only on the basis of the information in the Scheme Document or any
document by which the Scheme is proposed. Tarsus and CapRegen urge CapRegen
Shareholders to read the Scheme Document because it contains important
information relating to the Scheme. CapRegen's shareholders may obtain an
additional free copy of the Scheme Document from the Company Secretary at
CapRegen plc, 9th Floor, Metro Building,1 Butterwick, Hammersmith, London, W6
8DL.
Whether or not certain CapRegen shares are voted at the Court Meetings or the
General Meeting, if the Scheme becomes effective those CapRegen shares will be
cancelled pursuant to the Scheme in return for the issue of new Tarsus shares on
the basis set out in the Scheme Document.
Blue Oar, which is authorised and regulated in the UK by the FSA, is acting
exclusively as financial adviser to CapRegen and no one else in connection with
the Scheme and will not be responsible to anyone other than CapRegen for
providing the protections afforded to customers of Blue Oar nor for providing
advice in relation to the Scheme or any other matter referred to in this
announcement.
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 or
indirectly) in 1 per cent. or more of any class of "relevant securities" of
Tarsus or of CapRegen, all "dealings" in any "relevant securities" of that
company (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 3.30 pm (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Acquisition and/or Scheme becomes effective, 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 CapRegen or Tarsus, they will
be deemed to be a single person for the purpose of Rule 8.3. Under the
provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities"
of Tarsus or of CapRegen by Tarsus or CapRegen, or by 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" "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 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
are defined in the City 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.
Overseas Jurisdictions
The distribution of this announcement in jurisdictions other than the UK and the
implications of the Scheme for CapRegen's shareholders outside the UK may be
affected by the laws of the relevant jurisdictions. CapRegen's shareholders
outside the UK should inform themselves about and observe any applicable
requirements. It is the responsibility of each of CapRegen's shareholder to
satisfy himself as to the full observance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required to be
observed and the payment of any issue, transfer or other taxes in such
jurisdictions. This announcement has been prepared for the purpose of complying
with English law and the City 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 UK.
Relevant Securities in Issue
In accordance with Rule 2.10 of the City Code, Tarsus confirms that it has
62,212,671 ordinary shares of 5 pence each in issue and admitted to trading on
the official list of the United Kingdom Listing Authority under the UK ISIN Code
JE00B3DG9318.
In accordance with Rule 2.10 of the City Code, CapRegen confirms that it has
89,010,000 ordinary shares of 1 pence each in issue and admitted to trading on
the AIM Market operated by the London Stock Exchange plc under the UK ISIN Code
GB00B1ZBZK91.
A copy of this document and the Scheme Document will be published and available
for download from http://www.capregen.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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