30 Sep 2014 15:44
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED IN THE PROSPECTUS EXPECTED TO BE PUBLISHED BY THE COMPANY IN CONNECTION WITH THE PROPOSED ACQUISITION AND RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AND, SUBJECT TO APPLICABLE SECURITIES LAWS, ON THE COMPANY'S WEBSITE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
30 September 2014
For immediate release
CONSORT MEDICAL PLC
Publication of prospectus and amendment to transaction timetable
Further to the announcement earlier today by Consort Medical PLC ("Consort Medical" or "the Company") regarding the proposed recommended acquisition of Aesica Holdco Limited and fully underwritten Rights Issue to raise gross proceeds of £98.9 million, the Company announces that the Prospectus regarding the Acquisition and Rights Issue has been approved by the UK Listing Authority.
A copy of the Prospectus will be posted to Shareholders today. The Prospectus will be made available on Consort Medical's website, www.consortmedical.com and will be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/NSM. Copies of the prospectus will also be available for inspection during normal business hours on any Business Day, free of charge, at the registered office of the Company at Ground floor, Suite D, Breakspear Park, Breakspear Way, Hemel Hempstead, HP2 4TZ and at the offices of Covington and Burling LLP, 265 Strand, London, WC2R 1BH from the date of the Prospectus up to and including the date of Admission.
The Company confirms the below expected timetable, subsequent to approval of the Prospectus by the UKLA today. Further to this morning's announcement, an amendment has been made to the below timetable to reflect the "Latest time and date for splitting Provisional Allotment Letters, nil or fully paid" being 3.00p.m. on 29 October 2014 and not 3.00p.m. on 25 October 2014 as previously indicated.
Expected timetable of principal events1
Each of the times and dates in the table below is indicative only and may be subject to change.
All references in this announcement to times are to London time unless otherwise stated. A further announcement detailing the updated timetable will be published in due course if necessary.
Announcement of the Acquisition and Rights Issue | 30 September 2014 |
Despatch of the Prospectus | 30 September 2014 |
Latest time and date for receipt of Forms of Proxy and receipt of electronic proxy appointments by Shareholders for the General Meeting | 11.00 a.m. on 14 October 2014 |
Record date for entitlement under the Rights Issue for Qualifying Shareholders | 6.00 p.m. on 14 October 2014 |
General Meeting | 11.00 a.m. on 16 October 2014 |
Announcement of the results of the General Meeting | 16 October 2014 |
Provisional Allotment Letters despatched (to Qualifying Non-CREST Shareholders only)2 | 16 October 2014 |
Admission to trading and commencement of dealings in the Rights Issue Shares, nil paid, on the London Stock Exchange | 8.00 a.m. on 17 October 2014 |
Ex-entitlement date for the Rights Issue | 8.00 a.m. on 17 October 2014 |
Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders only)2 | as soon as practicable after 8.00 a.m. on 17 October 2014 |
Nil Paid Rights and Fully Paid Rights enabled in CREST | as soon as practicable after 8.00 a.m. on 17 October 2014 |
Recommended latest time and date for requesting withdrawal of Nil Paid Rights and Fully Paid Rights from CREST (i.e., if your Nil Paid Rights and Fully Paid Rights are in CREST and you wish to convert them to certificated form) | 4.30 p.m. on 23 October 2014 |
Latest time and date for depositing Provisional Allotment Letters, nil or fully paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account (i.e. if your Nil Paid Rights or Fully Paid Rights are represented by a Provisional Allotment Letter and you wish to convert them to uncertificated form) | 3.00 p.m. on 24 October 2014 |
Latest time and date for splitting Provisional Allotment Letters, nil or fully paid | 3.00 p.m. on 29 October 2014 |
Latest time and date for acceptance, payment in full and registration of renounced Provisional Allotment Letters | 11.00 a.m. on 31 October 2014 |
Announcement of the result of the Rights Issue | by 8.00 a.m. on 3 November 2014 |
Dealings in Rights Issue Shares, fully paid, commence on the London Stock Exchange | 8.00 a.m. on 3 November 2014 |
Rights Issue Shares credited to CREST stock accounts (uncertificated holders only) | as soon as possible after 8.00 a.m. on 3 November 2014 |
Admission of the Consideration Shares and Consideration Shares credited to CREST stock accounts (uncertificated holders only) | on or around 11 November 2014 |
Completion of the Acquisition | on or around 11 November 2014 |
Expected date of despatch of definitive share certificates for Rights Issue Shares to be held in certificated form | 11 November 2014 |
Expected date of despatch of definitive share certificates for Consideration Shares to be held in certificated form | 18 November 2014 |
Notes:
1. The times and dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by the Company with the agreement of Investec in which event details of the new times and dates will be notified to the UKLA, the London Stock Exchange and, where appropriate, Qualifying Shareholders.
2. Subject to certain restrictions relating to Shareholders with registered addresses outside the United Kingdom.
Terms used in this announcement shall have the same meanings as set out in the prospectus.
Enquiries:
Consort Medical plc Jonathan Glenn, Chief Executive Richard Cotton, Group Finance Director | Tel: +44 1442 867 920 |
Evercore Partners International LLP (Financial Adviser and Joint Sponsor) Julian Oakley / Alan Beirne | Tel: +44 20 7653 6000 |
Investec Bank plc (Bookrunner, Underwriter and Joint Sponsor) Christopher Baird / David Flin / Carlton Nelson | Tel: +44 20 7597 4000 |
Brunswick Group (Financial PR) Jon Coles / Pip Green / Anna Carruth | Tel: +44 20 7404 5959 |
The defined terms set out in Part XVIII of the Prospectus apply in this announcement. A copy of the Prospectus when published will be available from the registered office of the Company and the Company's website at www.consortmedical.com provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to the Company's shareholders in the Excluded Territories.
This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States of America, Australia, Canada, Japan, The Republic of South Africa and New Zealand or any other jurisdiction into which the publication or distribution would be unlawful. These materials do not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities in the United States of America, Australia, Canada, Japan, The Republic of South Africa and New Zealand or any other jurisdiction in which such offer or solicitation would be unlawful.
This announcement has been issued by, and is the sole responsibility of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec Bank plc ("Investec") or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefor is expressly disclaimed. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Evercore Partners International LLP ("Evercore") or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefor is expressly disclaimed.
Investec is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority. Evercore is authorised and regulated by the Financial Conduct Authority. Investec and Evercore are acting exclusively for the Company in connection with the matters set out in this announcement and the proposed Acquisition and Rights Issue. lnvestec and Evercore are not, and will not be, responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in relation to the proposed Acquisition and Rights Issue or any other matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on it by the Financial Services and Markets Act 2000, Investec and Evercore accept no responsibility whatsoever and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on their behalf, in connection with the Company, the proposed Acquisition or the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. lnvestec and Evercore accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.
The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters and the existing Ordinary Shares have not been, and will not be, registered under the U. S. Securities Act of 1933, as amended, ("Securities Act') and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to, the registration requirements of the US Securities Act and in accordance with any applicable securities laws of any states or other jurisdiction of the United States. There will be no public offer of any securities of the Company in the United States. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters and the existing Ordinary Shares are being offered and sold outside the United States in reliance on Regulation S under the Securities Act or in transactions otherwise exempt from the registration requirements of the US Securities Act.
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information to be contained in the prospectus expected to be published by the company in connection with the proposed acquisition and rights issue.
This announcement does not constitute a recommendation concerning the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
This announcement has been prepared in accordance with English law, the Listing Rules, the Prospectus Rules and the Disclosure Rules and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom will need to inform themselves about, and observe any applicable requirements.
This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for, any securities in the Company or any other entity. Any such offer will be made solely by means of a combined prospectus and circular to be published in due course and any supplement or amendment thereto and any acquisition of securities in the Company should be made solely on the basis of the information contained in such combined prospectus and circular.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect", "will", "shall", "may", "aim", "predict", "should", "continue" and words of similar meaning and/or other similar expressions that are predictions of or indicate future events and/or future trends, reflect the Directors' beliefs and expectations at the date of this announcement and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.
Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor lnvestec nor Evercore assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
No statement in this announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire, nor shall there be any sale of, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters and the existing Ordinary Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters and the existing Ordinary Shares have not been, and will not be, registered with any regulatory authority of any state within the United States. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted.
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