Last checked at 16 Jan 2009 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
London, 16 January 2009
Avacta Group plc ("Avacta")
and
Curidium Medica plc ("Curidium")
Offer Update: Posting of Scheme Document
Further to the announcement of the recommended all share offer by Avacta for Curidium on 9 January 2009, the boards of Avacta and Curidium are pleased to announce that the Scheme Document relating to the Recommended Offer is being posted to Curidium Shareholders today. In addition the Avacta circular convening the Avacta General Meeting is being sent to Avacta Shareholders today.
The Recommended Offer is being implemented by way of a scheme of arrangement under part 26 of the Companies Act 2006. The Scheme Document contains notices of the Court Meeting and the Curidium General Meeting required to approve the Scheme, which have been convened for 11 February 2009.
The Recommended Offer is also conditional, among others on the approval of the Avacta Resolutions by the Avacta Shareholders at the Avacta General Meeting which has been convened for 9 February 2009.
A copy of the Scheme Document is available for inspection during normal business hours on Monday to Friday of each week (public holidays excepted) until the Scheme becomes effective at the registered office of Curidium, being Studio 10, Tiger House, Burton Street, London WC1H 9BY and at the offices of Hammonds LLP at 7 Devonshire Square, London EC2M 4YM. The Scheme Document may also be viewed by eligible shareholders at www.curidium.com. The Avacta circular may be viewed at www.avacta.com.
Capitalised terms used but not defined in this announcement have the same meanings as set out in the announcement dated 9 January 2009 referred to above.
Enquiries
Avacta
Dr Alastair Smith, Chief Executive Officer
Tim Sykes, Chief Financial Officer
Tel: 0870 835 4367
Curidium
Dr. Barry Porter, Chairman
Rob Smith, Chief Financial Officer
Tel: 020 7554 5100
Novum Securities Limited (financial adviser to Avacta)
Henry Turcan
Tel: 020 7562 4700
FinnCap (financial adviser to Curidium)
Charlie Cunningham
Tel: 020 7600 1658
Haggie Financial (PR to Avacta)
Nicholas Nelson
Tel: 020 7417 8989
Novum Securities Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting as financial adviser to Avacta in connection with the Recommended Offer and no-one else and will not be responsible to anyone other than Avacta for providing the protections afforded to clients of Novum Securities nor for providing advice in relation to the Recommended Offer nor any other matter referred to in this announcement.
FinnCap, which is authorised and regulated in the UK by the Financial Services Authority, is acting as financial adviser and broker to Curidium in connection with the Recommended Offer and no-one else and will not be responsible to anyone other than Curidium for providing the protections afforded to clients of FinnCap nor for providing advice in relation to the Recommended Offer nor any other matter referred to in this announcement.
This announcement is not intended to and does not constitute or form part of, an offer or invitation to sell or subscribe for or acquire or exchange securities in Avacta or Curidium or a solicitation of any vote or approval in any jurisdiction pursuant to the Recommended Offer or otherwise. The full terms and conditions of the Scheme will be set out in the Scheme Document. Curidium Shareholders are advised to read carefully the formal documentation in relation to the Recommended Offer, once it is dispatched. In deciding whether or not to approve the Scheme, Curidium Shareholders must rely solely on the terms and conditions of the Recommended Offer and the information contained, and the procedures described, in the Scheme Document.
The distribution of this announcement in jurisdictions other than the UK and the implications of the Scheme for Curidium Shareholders outside the UK may be affected by the laws of the relevant jurisdictions. Curidium Shareholders outside the UK should inform themselves about and observe any applicable requirements. It is the responsibility of each Curidium 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.
Cautionary note on forward looking statements
This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Avacta and Curidium and certain plans and objectives of the Avacta Directors and the Curidium Directors with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Avacta Directors and/or the Curidium Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although the Avacta Directors and Curidium Directors believe that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to have been correct and assume no obligation to update or correct the information contained in this document and Avacta and Curidium therefore caution you not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.
Nothing in this announcement is intended to be a profit forecast and the statements in this announcement should not be interpreted to mean that the earnings per Avacta Share for the current or future financial periods will necessarily be greater than those for the relevant preceding financial period.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of 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 Avacta or Curidium, 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 London 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 Curidium or Avacta, 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 Code, all "dealings" in "relevant securities" of Avacta or of Curidium by Avacta or Curidium, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London 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 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.
In accordance with Rule 2.10 of the City Code, Avacta confirms that it has 843,560,824 ordinary shares of 0.1 pence each in issue and admitted (or pending admission) to trading on the AIM Market of the London Stock Exchange's under the UK ISIN Code GB0033519546.
In accordance with Rule 2.10 of the City Code, Curidium confirms that it has 18,943,439 ordinary shares of 3 pence each in issue and admitted to trading on the AIM Market of the London Stock Exchange's under the UK ISIN Code GB00B2PNRV79.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION