Genus Regulatory News (GNS)

2 Dec 2005 08:38

Genus PLC02 December 2005 2 December 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 Offer unconditional in all respects 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. Further to the announcement made by Genus on 25 November 2005 and followingadmission of the Enlarged Share Capital to trading on AIM which occurred earliertoday, the Board of Genus is pleased to announce that the final condition to theOffer has now been satisfied and that the Offer has become unconditional in allrespects. As at 3.00 p.m. on 1 December 2005, Genus either owned or had received validacceptances of the Offer in respect of a total number of 278,719,020 SygenShares, representing approximately 94.39 per cent. of the issued ordinary sharecapital of Sygen. Compulsory acquisition and cancellation of listing As valid acceptances of the Offer have been received in respect of more thannine-tenths in value of the Sygen Shares to which the Offer relates, Genusintends to apply the provisions of sections 428 to 430F of the Act to acquirecompulsorily any outstanding Sygen Shares not acquired or agreed to be acquiredby or on behalf of Genus pursuant to the Offer or otherwise. Accordingly Genuswill shortly be posting formal notices pursuant to section 429(4) of theCompanies Act 1985 to those Sygen Shareholders who have not at that time validlyaccepted the Offer. Genus will take steps to procure the application by Sygen for the cancellationof Sygen's listing on the Official List and from trading on the London StockExchange shortly after Admission. It is anticipated that cancellation oflisting and trading will take effect no earlier than 28 December 2005. Acceptance of the Offer Sygen 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 and/or 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 within 14 days of today's date. Settlementof the consideration in respect of further acceptances, which are valid andcomplete in all respects, will be despatched within 14 days of receipt. Enquiries: Genus 01256 347100John Hawkins, ChairmanRichard Wood, Chief Executive OfficerDavid Timmins, Finance Director Bridgewell (Financial Adviser and Nominated Adviser to Genus) 0207 003 3000Greg AldridgeFred Ward 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