Aptitude Regulatory News (APTD)

16 Apr 2008 07:00

Microgen PLC16 April 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTOTHE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTIONWHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCHJURISDICTION 16 April 2008 Microgen plc ("Microgen") Statement regarding Scisys plc ("Scisys") On 11 April 2008, Microgen announced that it had held an informal meeting withScisys and was considering its options which may or may not include an offer forScisys. An indicative conditional proposal to acquire the issued and to beissued share capital of Scisys was subsequently submitted by Microgen, which theBoard of Scisys have now rejected. As a result, talks between Microgen andScisys regarding a possible offer for Scisys have terminated. However, Microgenremains interested in a combination of the two companies on the basis of theproposal previously submitted. Microgen is interested in 3,670,686 Scisys shares representing approximately12.89% of the issued share capital of Scisys and remains the third largestshareholder in Scisys. Microgen and Scisys have collaborated in a number ofbusiness areas and it is anticipated that this operational relationship willcontinue. Enquiries: Microgen plc Tel: 01252 772300Martyn RatcliffePhilip Wood Arbuthnot Securities Limited Tel: 020 7012 2000Tom GriffithsAlasdair Younie Financial Dynamics Tel: 020 7831 3113Giles SandersonHaya Chelhot Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if anyperson is, or becomes, 'interested' (directly or indirectly) in 1% or more ofany class of 'relevant securities' of Microgen or of Scisys, all 'dealings' inany 'relevant securities' of that company (including by means of an option inrespect of, or a derivative referenced to, any such 'relevant securities') mustbe publicly disclosed by no later than 3.30 p.m. (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe 'offer period' otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an'interest' in 'relevant securities' of Microgen or Scisys, they will be deemedto be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevantsecurities' of Microgen or Scisys by Microgen or Scisys, or by any of theirrespective 'associates', must be disclosed by no later than 12.00 noon (Londontime) on the London 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 Takeover Panel's website atwww.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 referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a 'dealing' under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange