CSRT.L Regulatory News (CSRT)

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH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 CONTAINED IN THE COMBINED PROSPECTUS AND CIRCULAR PUBLISHED BY THE COMPANY IN CONNECTION WITH THE PROPOSED ACQUISITION AND RIGHTS ISSUE. COPIES OF THE COMBINED PROSPECTUS AND CIRCULAR ARE 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 

16 October 2014

For immediate release

Consort Medical PLC

("Consort" or the "Company")

Consort shareholders approve acquisition of Aesica Holdco Limited and Rights Issue, at General Meeting

The Board of Consort is pleased to announce that at today's General Meeting all resolutions regarding the proposed recommended acquisition of Aesica Holdco Limited and the associated Rights Issue were passed on a show of hands. The following levels of proxy votes were received in respect of the resolutions:

The number of votes cast excludes withheld votes

Jon Glenn, Consort Medical's Chief Executive Officer, said:

"We are excited by the acquisition of Aesica which represents a very strong fit with our existing strategy of diversifying into adjacent markets and technologies to capture additional value in the drug/device supply chain. As one of Europe's leading pharmaceutical CDMOs, Aesica is highly complementary to Bespak's existing business and provides a number of clear strategic, competitive and value-enhancing benefits for the Enlarged Group."

The Record Date for entitlements under the Rights Issue was 6.00 p.m. on 14 October 2014, Qualifying non-CREST Shareholders (subject to certain exceptions) will be sent Provisional Allotment Letters today, and Qualifying CREST Shareholders (subject to certain exceptions) will receive a credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled as soon as practicable after 8.00 a.m. on 17 October 2014.

Following the proposed acquisition of Aesica Holdco Limited announcement of the Company dated 30 September 2014, the Company has received notification that due to the exercise of certain share options under the 2008 Savings Related Share Option Scheme, a further 2,740 shares have been issued in the Company's existing issued share capital. Accordingly the issued share capital of the Company has increased to 29,310,792, increasing the number of Rights Issue Shares available under the announced Rights Issue to 18,319,245.

Applications have been made to the UK Listing Authority for 18,319,245 Rights Issue Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for 18,319,245 Rights Issue Shares to be admitted to trading on the main market for listed securities of the London Stock Exchange. It is expected that Admission will become effective and dealings (for normal settlement) in the Rights Issue Shares will commence, nil paid, at 8.00 a.m. on 17 October 2014.

The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is 11.00 a.m. on 31 October 2014.

The Rights Issue has been fully underwritten by Investec Bank plc.

Copies of the resolutions have been submitted to the National Storage Mechanism in accordance with rule 9.6.2 of the UK Listing Rules and will be available for inspection at www.hemscott.com/nsm.do.

Capitalised terms not defined herein, are defined in Part XVIII of the combined shareholder prospectus and circular published by the Company on 30 September 2014.

Enquiries:

Consort Medical plc

Tel: +44 1442 867 920

Jonathan Glenn, Chief Executive

Richard Cotton, Group Finance Director

Evercore Partners International LLP (Financial Adviser and Joint Sponsor)

Tel: +44 20 7653 6000

Julian Oakley / Alan Beirne

Investec Bank plc (Bookrunner, Underwriter and Joint Sponsor)

Tel: +44 20 7597 4000

Christopher Baird / David Flin / Carlton Nelson

Brunswick Group (Financial PR)

Tel: +44 20 7404 5959

Jon Coles / Pip Green / Anna Carruth

Notes:

1. Nothing in this announcement is intended to be, or is to construed as, a profit forecast or to be interpreted to mean that earnings per Consort Medical Ordinary Share for the current or future financial years, or those of the Enlarged Group, will necessarily match or exceed the historical earnings per Consort Medical Ordinary Share.

2. Taking into account the issue of the Rights Issue Shares and the Consideration Shares but excluding any costs or benefits from potential operational efficiencies arising from the Acquisition and before exceptional costs, exceptional income and intangible asset amortisation.

The defined terms set out in Part XVIII of the combined prospectus and circular (the "Prospectus") apply in this announcement. A copy of the Prospectus is 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 contained in the Prospectus published by the company in connection with the 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 is made solely by means of the Prospectus published by the Company 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 Prospectus.

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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