Genus Regulatory News (GNS)

25 Nov 2005 12:54

Genus PLC25 November 2005 For Immediate Release 25 November 2005 Recommended Cash Offer by Bridgewell Securities Limited on behalf of Genus plc to acquire the entire issued and to be issued share capital of Sygen International plc Level of Acceptances On 28 October 2005 Genus plc announced a recommended cash offer of 63.2 penceper Sygen Share for the entire issued and to be issued ordinary share capital ofSygen International plc. On 22 November 2005, Genus announced that as at 1.00 p.m. on 21 November 2005,it owned 31,155,606 Sygen Shares and had received valid acceptances of the Offerin respect of 204,409,302 Sygen Shares representing a total number of235,564,908 Sygen Shares and approximately 79.8 per cent. of the issued ordinaryshare capital of Sygen (including acceptances in respect of irrevocableundertakings and letters of intent to accept the Offer in respect of 26,935,916Sygen Shares representing approximately 9.1 per cent. of the issued ordinaryshare capital of Sygen). In addition, since 1.00 p.m. on 21 November 2005 Genus has received validacceptances of the Offer in respect of a further 21,044,002 Sygen Shares,representing approximately 7.1 per cent. of the issued share capital of Sygen(including 770,000 Sygen Shares which were the subject of a letter of intent toaccept the offer from Phoenix Asset Management Partners Limited ("Phoenix") butin respect of which valid acceptances had not been received by 1.00 p.m. on 21November 2005, taking the total level of valid acceptances received from Phoenixin respect of Sygen Shares to 4,950,715 representing approximately 1.7 per cent.of the issued ordinary share capital of Sygen). Accordingly, as at 10.00 a.m on 25 November 2005 Genus either owned or hadreceived valid acceptances of the Offer in respect of a total number of256,608,910 Sygen Shares, representing approximately 86.9 per cent. of theissued ordinary share capital of Sygen. Save as disclosed above or in the Offer Document, neither Genus nor any personwho was or may have been deemed to be acting in concert with Genus held anySygen Shares or rights over Sygen Shares before the announcement of the Offernor have they acquired or agreed to acquire any Sygen Shares or rights overSygen Shares since that date. Result of Extraordinary General Meeting At Genus' Extraordinary General Meeting held earlier today, the resolutionsrelating to the Offer and the Placing which were set out in the Notice ofExtraordinary General Meeting included in the Admission Document were passedwithout amendment. Condition 2.1 of Part A of Appendix I to the Offer Documenthas therefore been satisfied. Offer declared unconditional in all respects save for AdmissionIn addition, Genus announces that the acceptance condition set out in condition1 of Part A of Appendix I to the Offer Document has now been waived and that theremainder of the conditions set out in Part A of Appendix I to the OfferDocument have now been satisfied or waived. Accordingly, the Offer has beendeclared unconditional in all respects, save for Admission, which is expected tooccur on 2 December 2005.The Offer will remain open for acceptance until further notice. Compulsory acquisition and cancellation of listing As anticipated in the Offer Document, as and when Genus has received validacceptances of the Offer in respect of or otherwise acquired 90 per cent. ormore in value of Sygen Shares to which the Offer relates and followingAdmission, Genus intends to apply the provisions of sections 428 to 430F of theAct to acquire compulsorily any outstanding Sygen Shares not acquired or agreedto be acquired by or on behalf of Genus pursuant to the Offer or otherwise. Notice is also given that Genus will take steps to procure the application bySygen for the cancellation of Sygen's listing on the Official List and fromtrading on the London Stock Exchange shortly after Admission. It is anticipatedthat cancellation of listing and trading will take effect no earlier than 28December 2005. Acceptance of the OfferSygen Shareholders who have not yet accepted the Offer are urged to complete anddespatch their Forms of Acceptance by post or by hand by Lloyds TSB Registrars,The Causeway, Worthing, West Sussex BN99 6DA or by hand (during normal businesshours) only at Lloyds TSB Registrars, Princess House, 1 Suffolk Lane, LondonEC4R 0AX in accordance with the instructions set out in the Offer Document andin the Form of Acceptance as soon as possible andor follow the procedure forElectronic Acceptance in accordance with instructions set out in the OfferDocument so that settlement occurs as soon as possible.Settlement of the cash consideration due under the Offer in respect ofacceptances which have been received before Admission and are valid and completein all respects will be despatched on or before 14 days following Admission.Settlement of the consideration in respect of further acceptances, which arevalid and complete in all respects, will be despatched within 14 days ofreceipt. Enquiries: Genus 01256 347100John Hawkins, ChairmanRichard Wood, Chief Executive OfficerDavid Timmins, Finance Director Bridgewell (Financial Adviser and Nominated Adviser to Genus) 0207 003 3000Greg Aldridge Panmure Gordon (Broker to Genus) 0207 459 3600Edward FarmerMark Lander Buchanan Communications (PR Adviser to Genus) 0207 466 5000Charles RylandSuzanne Brocks Terms used in this announcement shall have the meaning given to them in theOffer Document. Bridgewell, which is authorised and regulated in the United Kingdom by theFinancial Services Authority for investment business activities, is acting asfinancial adviser to Genus in connection with the Offer and other mattersreferred to in this announcement and no one else and will not be responsible toanyone other than Genus for providing the protections afforded to clients ofBridgewell nor for providing advice in relation to the Offer, or the contents ofthis announcement or any arrangement referred to herein.Panmure Gordon, which is authorised and regulated in the United Kingdom by theFinancial Services Authority for investment business activities, is acting forGenus and no one else and will not be responsible to anyone other than Genus forproviding the protections afforded to customers of Panmure Gordon nor forproviding advice in relation to the Offer, or this announcement or anyarrangement referred to herein.The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore persons insuch jurisdictions into which this announcement is released, published ordistributed should inform themselves about, and observe, such restrictions. Anyfailure to comply with the restrictions may constitute a violation of thesecurities laws of any such jurisdiction.The Offer is not being made, directly or indirectly, in or into, or by use ofthe mails of, or by any means or instrumentality (including, without limitation,facsimile transmission, internet, email, telex or telephone) of interstate orforeign commerce of, or any facility of a national state or other securitiesexchange of, the Excluded Territories and subject to certain exceptions cannotbe accepted by any such use, means, instrumentality or facility or from theExcluded Territories.Neither the Offer nor the Placing constitutes an offer of securities for sale,or the solicitation of an offer to buy, securities in the United States and thePlacing Shares to be issued pursuant to the Placing have not been and will notbe registered under the United States Securities Act of 1933, or under the lawsof any state, district or other jurisdiction of the Excluded Territories and noregulatory clearances in respect of Placing Shares have been or will be, appliedfor in any jurisdiction. Accordingly, unless an exemption under the USSecurities Act of 1933 or other relevant securities laws is applicable, thePlacing Shares are not being, and may not be offered, sold, resold, delivered ordistributed, directly or indirectly, in or into any of the Excluded Territoriesor to, or for the account or benefit of, any person resident in any of theExcluded Territories.This announcement does not constitute an offer to sell or an invitation topurchase any securities or the solicitation of an offer to purchase anysecurities, pursuant to the Offer or otherwise. The Offer has been made solelyby the Offer Document and, in the case of Sygen Shares in certificated form, theForm of Acceptance accompanying the Offer Document, which contain the full termsand conditions of the Offer, including details of how the Offer may be accepted. This information is provided by RNS The company news service from the London Stock Exchange