Genus Regulatory News (GNS)

2 Nov 2005 10:19

Genus PLC02 November 2005 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE EXCLUDED TERRITORIES GENUS PLC ___________________________________________________________________________ On 31 October 2005 Bridgewell Securities Limited, on behalf of Genus plc, made arecommended cash offer of 63.2p per Sygen Share for Sygen International plc. Provided below are details of those holders of Sygen Shares who have given toGenus irrevocable undertakings to accept the Offer in respect of their entireinterest in Sygen Shares (other than the Sygen Directors for whom full detailsof their irrevocable undertakings are disclosed in the Offer document posted toSygen Shareholders on 31 October 2005) and also details of those SygenShareholders who have provided to Genus non-binding letters of intent to acceptthe Offer in respect of their entire interest in Sygen Shares. Irrevocable Undertakings Name No. of ordinary shares Percentage of the Existing Sygen Share CapitalFramlington Investment Management 13,268,000 4.5Limited These irrevocable undertakings will cease to be binding in the event a thirdparty announces their intention to make a general offer for all the shares inSygen which values Sygen at 5 per cent. or more higher than the Offer. Letters of Intention Name No. of ordinary shares Percentage of the Existing Sygen Share CapitalPhoenix Asset Management Partners 32,623,345 11.0LimitedINVESCO Asset Management Ltd 27,819,496 9.4 Enquiries Genus Telephone: 01256 347 107Richard Wood / David Timmins Bridgewell Securities Limited Telephone: 020 7003 3000Greg Aldridge / Fred Ward Panmure Gordon (Broking) Limited Telephone: 020 7459 3600Edward Farmer / Mark Lander Certain terms used in this announcement have the same meaning as those used inthe Offer document posted to Sygen Shareholders on 31 October 2005 in relationto the recommended offer by Bridgewell Securities Limited on behalf of Genus plcfor Sygen International Plc. This announcement is issued by Bridgewell Securities Limited, which isauthorised and regulated in the United Kingdom by the Financial ServicesAuthority. Bridgewell Securities Limited is acting exclusively for Genus and noone else in connection with the Offer and will not be responsible to anyoneother than Genus for providing the protections afforded to customers ofBridgewell Securities Limited nor for providing advice in relation to the Offer. Panmure Gordon (Broking) Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority for investment businessactivities, is acting exclusively for Genus and no one else and will not beresponsible to anyone other than Genus for providing the protections afforded tocustomers of Panmure Gordon nor for providing advice in relation to the Offer. 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 information is provided by RNS The company news service from the London Stock Exchange