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
RECOMMENDED INCREASED SHARE OFFER
FOR SYNCHRONICA PLC ("SYNCHRONICA")
BY MYRIAD GROUP AG ("MYRIAD")
Compulsory Acquisition of outstanding Synchronica Shares
On 7 March 2012, the Board of Myriad announced the terms of its recommended increased share offer for the entire issued and to be issued share capital of Synchronica. Under the terms of the Offer, Synchronica Shareholders will receive 4.83 New Myriad Shares for every 100 Synchronica Shares.
Details of Acceptances
Myriad announces that as at 1.00 p.m. on 3 May 2012, being the latest practicable date prior to making of this announcement, it had received valid acceptances under the Offer in respect of 144,324,480 Synchronica Shares, representing approximately 90.93 per cent. of the existing issued ordinary share capital of Synchronica.
As Myriad has acquired or unconditionally contracted to acquire, by virtue of acceptances of the Offer, 90 per cent. or more in value of the Synchronica Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by the Synchronica Shares to which the Offer relates, Myriad is therefore entitled to acquire compulsorily the remaining Synchronica Shares which it does not already own or has unconditionally contracted to acquire, by virtue of acceptances of the Offer, and Myriad intends to exercise this power under the provisions of sections 974-991 of the Companies Act 2006.
Consequently, Myriad announces the despatch today of formal compulsory acquisition notices (the "Compulsory Acquisition Notices"), in the prescribed form under section 980(1) of the Companies Act 2006, to all Synchronica Shareholders who have not to date accepted the Offer giving notice of its intention to exercise its right under section 979 of the Companies Act 2006 to acquire compulsorily any remaining Synchronica Shares in respect of which the Offer has not been accepted on the same terms as the Offer.
On 30 April 2012, Myriad announced that the Offer was extended to 1.00 p.m. London Time (corresponding to 8.00 a.m. Toronto Time) on 15 May 2012. Myriad today announces that the Offer will now remain open for acceptances until midnight (London time) on 15 June 2012.
Unless any of the Synchronica Shareholders who have not to date accepted the Offer and who do not accept the Offer by midnight (London time) on 15 June 2012, apply to the court and the court orders otherwise, on the expiry of six weeks from the date of the Compulsory Acquisition Notices, being 15 June 2012, the Synchronica Shares held by those Synchronica Shareholders who have not accepted the Offer will be acquired compulsorily by Myriad on the same terms as the Offer. The consideration to which those Synchronica Shareholders will be entitled will be held by Synchronica as trustee on behalf of those Synchronica Shareholders who have not accepted the Offer and they will be requested to claim their consideration by writing to Synchronica at the end of the six week period.
It is also proposed that Synchronica be re-registered as a private company under the relevant provisions of the Companies Act following the cancellation of trading of Synchronica Shares on AIM which it is anticipated will take effect at 7.00 a.m. (London time) on 16 May 2012.
Capitalised terms used in this announcement have the meanings ascribed to them in the Offer Document and Revised Offer Document.
Myriad Group AG
Simon Wilkinson (Chief Executive Officer)
James Bodha (Chief Financial Officer)
Zeus Capital Limited
Tel: 0161 831 1512
Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Myriad and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Myriad for providing the protections afforded to clients of Zeus Capital, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.
This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for or an invitation to purchase, any securities.
This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the formal documentation in relation to the Offer. The Offer has been made solely through the Original Offer Document, the accompanying Forms of Acceptance and the Revised Offer Document, which contain the full terms and conditions of the Offer, including details of how to accept the Offer. Please read carefully the Original Offer Document, the accompanying Forms of Acceptance, the Revised Offer Document and the Synchronica Shareholder Circular in their entirety before making a decision with regards to the Offer. Any acceptance or other response to the proposals should be made on the basis of the information in the Original Offer Document, the accompanying Forms of Acceptance, the Revised Offer Document and the Synchronica Shareholder Circular.
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