Celadon Pharmaceuticals Regulatory News (CEL)

25 Aug 2009 07:00



Stock Exchange announcement

FOR release: 7.00am - Tuesday 25 August 2009

 Not for release, publication or distribution in whole or in part in or into or from the United States, Canada, Australia or Japan or any other jurisdiction where it is unlawful to do so.

CELSIS INTERNATIONAL PLC

("Celsis" or the "Company")

Offer AND TRADING update 

Celsis International plc today provides an update regarding the Offer for the whole of its issued and to be issued share capital not already owned by the NAV Funds announced on 3rd August 2009.

The Company notes recent speculation and confirms that it has not been approached nor received any third party offer since the announcement of the Offer made by KBC Peel Hunt Ltd on behalf of Nastor Investments Limited on 3 August 2009.

The Company also announces that trading conditions have remained challenging in July as well as August and revenues have continued to be significantly behind budget and behind last year, mostly due to the slowdown of the In Vitro Technologies Division.

The Board of Nastor Investments Limited has reviewed the latest trading performance of the Company and has confirmed that under no circumstances will the terms of their Offer be subject to change, particularly in consideration of the recent weakening of the US Dollar (the predominant trading currency of the Company) against Sterling since the initial approach.

The Celsis Directors reiterate their recommendation to Celsis Shareholders to accept the Offer as they have themselves irrevocably undertaken to do.

Shareholders are reminded that the first closing date for acceptance of the Offer is 1.00 p.m. (London time) on 2 September 2009.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the announcement dated 3 August 2009. 

In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on the following websites: www.navalue.co.uk/site/literature/NASTOR/ and www.celsis.com/about-our-company/news-room/financial-news/2009/. 

Details of how to accept the offer are detailed below in Appendix I.

This announcement has been made with the approval of Nastor Investments Limited.

APPENDIX I

To accept the Offer for Celsis Shares held in certificated form, Celsis Shareholders should complete, sign and return the Form of Acceptance, which accompanies the Offer Document, in accordance with the instructions contained therein and set out in the Offer Document.

To accept the Offer for Celsis Shares held in uncertificated form (that is, in CREST), Celsis Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document. 

Copies of the Offer Document and Form of Acceptance will be available from the offices of Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. The Offer Document may also be obtained from the website of Celsis, http://www.celsis.com/investor-relations/offer-and-applications/.

For assistance relating to the Offer, please telephone Capita Registrars on 0871 664 0321 from within the UK or on + 44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open 9.00 am to 5.00 pm (London time) Monday to Friday (except UK public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Proposals nor give any financial, legal or tax advice. 

MISCELLANEOUS

KBC Peel Hunt Ltd ("KBC Peel Hunt") which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for Nastor Investments and no one else in connection with the Offer and will not be responsible to any person other than Nastor Investments for providing the protections afforded to clients of KBC Peel Hunt or for providing advice in relation to the Offer, the content of this announcement or any matter referred to herein.

Nomura Code Securities Limited ("Nomura Code"), which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for Celsis and no one else in connection with the Offer and will not be responsible to any person other than Celsis for providing the protections afforded to clients of Nomura Code or for providing advice in relation to the Offer, the content of this announcement or any matter referred to herein. 

This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities. Any response to the Offer should be made only on the basis of information referred to in the Offer Document.

The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with these requirements may constitute a violation of the securities laws at any such jurisdiction. Further details in relation to overseas shareholders are contained in the Offer Document.

The Offer referred to in this announcement is not being made available directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) or interstate or foreign commerce of, or any facilities of a nationals securities exchange of, the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute an offer in the United States, Canada, Australia or Japan or any such other jurisdiction and the Offer will not be made available by any such use, means, instrumentality or facilities or otherwise from or within the United States, Canada, Australia or Japan or any such other jurisdiction. Accordingly this announcement is not being, and should not be, mailed, transmitted or otherwise distributed, in whole or in part, in or into or from the United States, Canada, Australia or Japan or any such other jurisdiction.

DEALING DISCLOSURE REQUIREMENTS

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Celsis, 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 offer becomes, or is declared, unconditional as to acceptances, 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 Celsis, 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 Celsis by Nastor Investments or by any of its "associates", must be disclosed by not 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 on telephone number +44(0)20 7382 9062 or fax number +44(0)20 7638 1554.