20 Oct 2023 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
20 October 2023
INSTEM PLC
Recommended Cash Offer by Ichor Management Limited
Adjournment of the Court Meeting and General Meeting
On 30 August 2023, the board of directors of Ichor Management Limited ("Bidco"), a newly incorporated company controlled by funds managed by ARCHIMED SAS, and the board of directors (the "Board") of Instem plc ("Instem") announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the entire issued and to be issued share capital of Instem (the "ARCHIMED Offer").
The scheme document in respect of the ARCHIMED Offer (the "Scheme Document") was published and made available to Instem Shareholders on 25 September 2023. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Scheme Document.
On 13 October 2023, Bidco announced that the financial terms of the ARCHIMED Offer, including the Acquisition Price, are final and will not be increased, except that Bidco reserved the right to revise the financial terms of the ARCHIMED Offer if (i) there is an announcement on or after the date of Bidco's 13 October 2023 announcement of a firm offer or a possible offer for Instem by a third party offeror or potential offeror on more favourable terms than the Acquisition Price; or (ii) the Takeover Panel otherwise provides its consent (the "No Increase Statement").
On 18 October 2023 the Board announced its intention to adjourn the Court Meeting and General Meeting to allow Instem Shareholders additional time to consider their votes as a result of: (i) the No Increase Statement, and (ii) following confirmation from the Board that it had received approaches from five separate third parties and provided diligence access to each of them, and that each of them had withdrawn their interest and there were no ongoing discussions with any third party regarding a potential competing offer for Instem.
Recommendation
The Board, who has been so advised by Rothschild & Co and Singer Capital Markets as to the financial terms of the Acquisition, reaffirms its belief that it considers the terms of the ARCHIMED Offer to be fair and reasonable as well as its unanimous recommendation that Instem Shareholders vote to approve the Scheme at the Court Meeting and vote in favour of the Special Resolution at the General Meeting.
In addition, and as announced by Instem on 5 October 2023, in order to help shareholders further understand the background to and reasons for the Board's unanimous recommendation of the ARCHIMED Offer, the Board published a short presentation which is available on the Company's website https://investors.instem.com/.
The Board further notes, and wishes to draw Instem Shareholders' attention to, the recommendations to vote in favour of the ARCHIMED Offer published by two major proxy advisory firms in recent weeks.
Adjournment of the Court Meeting and General Meeting
The Company confirms that the Court Meeting and the General Meeting were duly adjourned on 19 October 2023. The adjourned Court Meeting will now start at 10.00 a.m. on Thursday 2 November 2023 and the adjourned General Meeting will now start at 10.15 a.m. on Thursday 2 November 2023 (or as soon thereafter as the Court Meeting shall have concluded or adjourned). The adjourned Court Meeting and adjourned General Meeting will be held at the offices of Squire Patton Boggs (UK) LLP, No 1 Spinningfields, 1 Hardman Square, Manchester, M3 3EB.
Update on voting intentions
The Board confirms that, as at 19 October 2023, it has visibility over the following votes in favour of the Scheme, with a breakdown of the sources of such votes set out in Appendix I to this announcement:
· 13,375,104 Ordinary Shares (representing approximately 72.3% of the total votes) in relation to the Scheme to be approved at the Court Meeting; and
· 14,344,650 Ordinary Shares (representing approximately 73.7% of total votes) in relation to the Special Resolution to be approved at the General Meeting.
Accordingly, while the majority of Instem Shareholders are supportive of the ARCHIMED Offer, the Scheme must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting representing not less than 75% in value of the Scheme Shares voted, and the Special Resolution must be approved by a majority of not less than 75% of the votes cast (in person or by proxy) at the General Meeting.
Instem Shareholders should note that the instructions as to how proxy votes should be cast, as well as votes attaching to the Ordinary Shares that are the subject of a letter of representation, may be changed at any time until voting on the resolutions have closed. Accordingly, the final voting position may be different to that indicated by the votes cast as at 19 October 2023. A further announcement confirming the final votes cast will be made as soon as practicable after the conclusion of the Court Meeting and the General Meeting.
Action to be taken
Forms of proxy in respect of the Court Meeting and the General Meeting remain valid.
As further detailed in the Scheme Document, to become Effective, the Scheme will require, among other things, the approval of Scheme Shareholders at the Court Meeting and the passing of the Special Resolution at the General Meeting. It is important, that, for the Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Instem Shareholders.
Instem Shareholders who have not yet done so are therefore strongly encouraged to sign and return their Forms of Proxy, or appoint a proxy electronically using CREST (or any other procedure described in pages 8 to 10 of the Scheme Document), whether or not they intend to attend the Court Meeting and/or the General Meeting in person, as soon as possible and in any event by the revised deadlines set out below (or, in the case of a further adjourned meeting, not later than 48 hours prior to the time and date set out for the adjourned meeting).
BLUE Forms of Proxy for the Court Meeting | 10.00 a.m. (London time) on 31 October 2023 |
WHITE Forms of Proxy for the General Meeting | 10.15 a.m. (London time) on 31 October 2023 |
Instem Shareholders are reminded that completion and return of a Form of Proxy, or the appointment of a proxy electronically using CREST (or any other procedure described in the Scheme Document), will not prevent them from attending, speaking and voting in person at either the Court Meeting or the General Meeting, or any adjournment thereof, if they wish and are entitled to do so.
Instem Shareholders who DO NOT wish to change their voting instructions
Instem Shareholders who have already submitted Forms of Proxy, or who have appointed a proxy electronically using CREST (or any other procedure described in pages 8 to 10 of the Scheme Document), for the Court Meeting and/or the General Meeting and do not wish to change their voting instructions, need take no further action as their Forms of Proxy (or proxy appointment by such other procedure described in pages 8 to 10 of the Scheme Document) will continue to be valid in respect of the Court Meeting and the General Meeting.
Instem Shareholders who DO wish to change their voting instructions
Instem Shareholders who have already submitted Forms of Proxy for the Court Meeting and the General Meeting and who now wish to change their voting instructions, or if you have misplaced your Forms of Proxy, should contact the Shareholder Helpline operated by Computershare, the Company's registrars, by calling 0370 703 6041 (or +44 (0)370 703 6041 if calling from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The Shareholder Helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note the Shareholder Helpline cannot provide advice on the merits of the Acquisition or the Scheme nor give any financial, investment, legal or tax advice.
Instem Shareholders who have already appointed a proxy electronically using CREST (or any other procedure described in pages 8 to 10 of the Scheme Document), for the Court Meeting and/or the General Meeting and who now wish to change their voting instructions are able to do so via CREST or using such other procedure as was used in respect of the original appointment.
Instem Shareholders should note that Instem does not intend to publish a revised notice for the adjourned Court Meeting and adjourned General Meeting. No business may be transacted at the adjourned Court Meeting or the adjourned General Meeting other than the business which might properly have been transacted at the Court Meeting and General Meeting had such adjournments not taken place.
Timetable update
An updated expected timetable for the Acquisition is set out in Appendix II to this announcement. Instem will provide a further update should this timetable change. All times shown are to London times unless otherwise stated.
Enquiries
Instem
Phil Reason Via Walbrook
Nigel Goldsmith
Rothschild & Co (Financial Adviser to Instem)
Alistair Allen Tel: +44 (0) 161 827 3800
Julian Hudson
Tom Palmer
Singer Capital Markets Advisory LLP (Nominated Adviser, Joint Financial Adviser and Joint Broker to Instem)
Peter Steel Tel: +44 (0) 20 7496 3000
Alex Bond
Oliver Platts
Stifel Nicolaus Europe Limited (Joint Broker to Instem)
Ben Maddison Tel: +44 (0) 20 7710 7600
Richard Short
Walbrook Financial PR (Public Relations Adviser to Instem)
Tom Cooper Tel: +44 (0) 20 7933 8780
Nick Rome
Joe Walker
Disclaimers
Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as joint financial adviser to Instem and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Instem for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to the acquisition of Instem or any other matters referred to in this announcement. Neither Rothschild & Co nor any of its subsidiaries, branches or affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained in this announcement, the acquisition of Instem or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.
Singer Capital Markets, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as joint financial adviser and nominated adviser to Instem and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Instem for providing the protections afforded to clients of Singer Capital Markets, nor for providing advice in relation to the acquisition of Instem or any other matters referred to in this announcement. Neither Singer Capital Markets nor any of its affiliates (nor their respective directors, partners, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer Capital Markets in connection with this announcement, any statement contained in this announcement, the acquisition of Instem or otherwise. No representation or warranty, express or implied, is made by Singer Capital Markets as to the contents of this announcement.
Further information
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Instem's website at https://investors.instem.com by no later than 12:00 noon on the Business Day following the date of this announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Instem or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) Instem and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of Instem or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Instem or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Instem or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Instem and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Instem or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by Instem and by any offeror, and Dealing Disclosures must also be made by Instem, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
General
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.
APPENDIX I
The voting intention levels set out in this announcement have been sourced from the following:
Source | Court Meeting / General Meeting | No. of Votes in Favour | Percentage of Total Votes in favour |
Votes submitted by Instem Shareholders via proxy | Court Meeting | 9,673,327 | 52.3% |
General Meeting | 10,642,873 | 54.7% | |
Votes in favour from irrevocable undertakings delivered by Instem Directors to Bidco, as set out in the Scheme Document | Court Meeting | 2,107,579 | 11.4% |
General Meeting | 2,107,579 | 10.8% | |
Votes in favour via letter of representation covering Ordinary Shares held by current and former Instem employees, which are held via a nominee | Court Meeting | 1,594,198 | 8.6% |
General Meeting | 1,594,198 | 8.2% | |
TOTALS | Court Meeting | 13,375,104 | 72.3% |
General Meeting | 14,344,650 | 73.7% |
APPENDIX II
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
An updated indicative timetable for the Acquisition is set out below. All times shown are London times unless otherwise stated. All dates and times are based on Instem's and Bidco's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Instem Shareholders by announcement through a Regulatory Information Service of the London Stock Exchange.
Event | Time and/or date |
Latest time for lodging Forms of Proxy for the: | |
Court Meeting (BLUE form) | 10.00 a.m. on 31 October 2023[1] |
General Meeting (WHITE form) | 10.15 a.m. on 31 October 2023[2] |
Voting Record Time | 6.00 p.m. on 31 October 2023[3] |
Court Meeting | 10.00 a.m. on 2 November 2023 |
General Meeting | 10.15 a.m. on 2 November 2023[4] |
The following dates are indicative only and are subject to change[5] | |
Sanction Hearing (to sanction the Scheme) | A date expected to fall during the fourth quarter of 2023 ("T")[6] |
Last day of dealings in, and for the registration of transfers of, and disablement in CREST of, Instem Shares | T + 1 Business Day |
Scheme Record Time | 6.00 p.m. on T + 1 Business Day |
Suspension of dealings in Instem Shares on AIM | by 7.30 a.m. on T + 2 Business Days |
Effective Date | T + 2 Business Days[7] |
Cancellation of admission to trading of Instem Shares on AIM | by 7.00 a.m. on T + 3 Business Days |
Latest date for dispatch of cheques, and crediting of CREST accounts and processing electronic transfers due under the Scheme | within 14 days of the Effective Date |
Long Stop Date | 29 February 2024[8] |
[1] It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 10.00 a.m. on 31 October 2023 or, if the Court Meeting is adjourned, 48 hours prior to the time and date set for any adjourned Court Meeting (excluding any part of such 48-hour period falling on a non-working day). If the BLUE Form of Proxy for the Court Meeting is not returned by such time, it may be handed to a representative of Computershare, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting before the taking of the poll at the Court Meeting (or any adjournment of it) and it will be valid.
[2] In order to be valid, the WHITE Forms of Proxy for the General Meeting must be lodged not later than 10.15 a.m. on 31 October 2023 or, if the General Meeting is adjourned, 48 hours prior to the time and date set for any adjourned General Meeting (excluding any part of such 48-hour period falling on a non-working day).
[3] If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the date which is two Business Days prior to the date set for such adjourned Meeting.
[4] General Meeting to commence at 10.15 a.m. or as soon thereafter as the Court Meeting shall have concluded or adjourned.
[5] These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. Instem will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Instem's website at https://investors.instem.com. Participants in the Instem Share Plans will be contacted separately regarding the effect of the Acquisition on their rights under these schemes and provided with further details concerning the proposals being made to them.
[6] Subject to satisfaction of certain regulatory conditions as set out in Part 3 (Conditions to and Further Terms of the Scheme and the Acquisition) of the Scheme Document. In accordance with the terms of the Cooperation Agreement, the Sanction hearing shall be scheduled to take place on a date that is not earlier than the date falling twelve Business Days following satisfaction of the regulatory conditions as set out in Part 3 (Conditions to and Further Terms of the Scheme and the Acquisition) of the Scheme Document.
[7] Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Registrar of Companies. This is currently expected to occur within two Business Days after the date of the Sanction Hearing, subject to satisfaction or (where capable of waiver), waiver of the Conditions, but could occur on the same day as the Sanction Hearing or the Business Day following the Sanction Hearing.
[8] This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as Instem, ARCHIMED and Bidco may agree in writing (with the Panel's consent and as the Court may approve (should such approval(s) be required)).