Celadon Pharmaceuticals Regulatory News (CEL)

3 Sep 2009 07:00



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. 

Recommended all cash offer

for

CELSIS INTERNATIONAL PLC

by

KBC PEEL HUNT LTD

on behalf of

NASTOR INVESTMENTS LIMITED

Offer Declared Unconditional in All Respects

It was announced on 3 August 2009 that the boards of Nastor Investments Limited ("Nastor Investments") and Celsis International Plc ("Celsis") had reached agreement on the terms of a recommended all cash offer to be made by Nastor Investments to acquire the entire issued and to be issued share capital of Celsis not already owned by the NAV Funds. The document setting out the full terms and conditions of the Offer was posted to Celsis Shareholders on 10 August 2009.

The board of Nastor Investments is pleased to announce that the Offer for Celsis has now been declared unconditional in all respects. As at 1.00 p.m. on 2 September 2009, Nastor Investments either owned or had received valid acceptances in respect of, in aggregate, 15,047,923 Celsis Shares, carrying approximately 68.74 per cent. of voting rights attached to the existing issued share capital of Celsis. 

Acceptance Levels

The board of Nastor Investments is pleased to announce that, as at 1.00 p.m. (London time) on 2 September 2009, being the First Closing Date of the Offer, valid acceptances of the Offer had been received in respect of 9,749,401 Celsis Shares, representing approximately 44.53 per cent. of the existing issued share capital of Celsis. 

This total includes valid acceptances in respect of:

(a) 2,807,719 Celsis Shares, representing approximately 12.8 per cent of the existing issued share capital of Celsis, for which Nastor Investments had received irrevocable undertakings to accept the Offer (including from the Celsis Directors in respect of 219,335 Celsis Shares, in aggregate, representing approximately 1.0 per cent. of the existing issued share capital of Celsis); and

 (b) 1,336,150 Celsis Shares, representing approximately 6.1 per cent. of the existing issued share capital of Celsis, for which Nastor Investments had received non-binding letters of intent to accept the Offer. 

Further details of the terms of the irrevocable undertakings and letters of intent are set out in the Offer Document.

In addition to the acceptances referred to above, Nastor Investments has acquired, in aggregate, 947,629 Celsis Shares, representing approximately 4.3 per cent. of the existing issued share capital of Celsis in the market at the Offer Price since the Offer Document was posted on 10 August 2009. Nastor Investments has acquired the Celsis Shares held by the NAV Funds, comprising in aggregate 4,350,893 Celsis Shares, representing approximately 19.9 per cent of the existing issued share capital of Celsis. 

Accordingly, as at 1.00 p.m. on 2 September 2009, Nastor Investments either owned or had agreed to acquire or had received valid acceptances in respect of, in aggregate, 15,047,923 Celsis Shares, carrying approximately 68.74 per cent of voting rights attached to the existing issued share capital of Celsis. 

Nastor Investments is therefore pleased to announce that the 50 per cent. acceptance condition, details of which are set out in Part A to Appendix I of the Offer Document, has been satisfied and that the Offer has now become unconditional as to acceptances.  

All the other conditions to the Offer have now been satisfied or waived and the Offer has therefore been declared unconditional in all respects.

Cancellation of Listing and Compulsory Acquisition

As stated in the Offer Document, provided that Nastor Investments has acquired or agreed to acquire 75 per cent. of the voting rights attached to the Celsis Shares, Nastor Investments intends to procure the making of an application by Celsis for the cancellation of the listing of Celsis Shares on the Official List and the admission to trading of Celsis Shares on the London Stock Exchange in accordance with the Listing Rules and the rules of the London Stock Exchange. It is anticipated that should such an application be made, cancellation of the Celsis listing and admission to trading (together "delisting") will take effect either: (i) no earlier than 20 Business Days after Nastor Investments announces that it has, by virtue of its shareholdings in Celsis and valid acceptances of the Offer, acquired or agreed to acquire Celsis Shares carrying at least 75 per cent. of the voting rights of Celsis or (ii) no earlier than 20 Business Days after Celsis Shareholders approve the delisting in general meeting. Following delisting, Nastor Investments also intends that Celsis be converted into a private limited company.

The delisting of Celsis Shares will significantly reduce the liquidity and marketability of any Celsis Shares not assented to the Offer at that time. In this event there may be no future market for Celsis Shareholders to realise their investment in Celsis. There is no guarantee that any dividends or other distributions would be made by Celsis and therefore Celsis Shareholders may not receive any return from their investment.

Nastor Investments also confirms that provided sufficient valid acceptances of the Offer are received, it intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily the remaining Celsis Shares in respect of which the Offer has not been accepted.

Resignations and Appointments

As the Offer has been declared wholly unconditional, the resignations of Jack Rowell, Christopher Evans and Jeremy Barnes have become effective. Christopher Mills and Jeremy Brade have been appointed and will join Jay LeCoque and Christian Madrolle on the Board with immediate effect. 

Extension of the Offer 

The Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended and will remain open for acceptance until further notice. Not less than 14 days' notice in writing of the closing of the Offer will be given to Celsis Shareholders who have not accepted the Offer, that the offer will be open for such period before closing it.

Settlement

Settlement will be effected on or before 17 September 2009 for Celsis Shareholders who have validly accepted the Offer prior to today's date.

Settlement for Celsis Shareholders who validly accept the Offer hereafter will be effected within 14 calendar days of receipt of their valid acceptance.

Further details of settlement arrangements in relation to the Offer are set out in the Offer Document.

To Accept the Offer

Acceptance of the Offer by Celsis Shareholders who have not yet accepted the Offer and who hold Celsis Shares in certificated form (that is, not in CREST) are encouraged to complete, sign and return the Form of Acceptance, together with share certificates and/or other documents of title, by hand (during normal business hours) or by post to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible. Celsis Shareholders who hold Celsis Shares in uncertificated form (that is, in CREST) are encouraged to accept the Offer electronically through CREST in accordance with the instructions in the Offer Document as soon as possible. 

Full details of how to accept the Offer in respect of certificated and uncertificated Celsis Shares are set out in the Offer Document and, in the case of certificated Celsis Shares, the accompanying Form of Acceptance.  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.

General 

Terms used in this announcement shall have the meaning given to them in the Offer Document dated 10 August 2009, unless the context requires otherwise. 

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/. 

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, www. celsis.com/about-our-company/news-room/financial-news/2009/.

PRESS ENQUIRIES

For further information contact:

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 Holding and Nastor Investments and no one else in connection with the Offer and will not be responsible to any person other than Nastor Holding and 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 which Nastor Investments sent to Celsis Shareholders and, for information only, to holders of options under the Celsis Share Schemes on 10 August 2009.

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 is being 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 Holding, Nastor Investments or by any of their respective "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.