20 Nov 2023 12:33
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
20 November 2023
RECOMMENDED CASH OFFER
by
ICHOR MANAGEMENT LIMITED
(a newly incorporated company controlled by funds managed by ARCHIMED SAS)
for
INSTEM PLC
Scheme becomes Effective
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 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 "Acquisition"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
The scheme document in respect of the Acquisition was published and made available to Instem Shareholders on 25 September 2023 (the "Scheme Document"). Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Scheme Document.
The boards of Instem and Bidco are pleased to announce that, further to the joint announcement by Instem and Bidco on 16 November 2023 that the High Court of Justice in England and Wales had sanctioned the Scheme at the Court Sanction Hearing held earlier on the same date, the Court Order (together with a copy of the Scheme and all documents required to be annexed thereto, if any) has been delivered to the Registrar of Companies today and accordingly the Scheme has now become Effective in accordance with its terms and Instem is now a wholly owned subsidiary of Bidco.
As previously advised, trading in Instem Shares on AIM was suspended with effect from 7.30 a.m. this morning, 20 November 2023. An application has been made to the London Stock Exchange in relation to the cancellation of the admission to trading of Instem Shares on AIM, which is expected to take place at 7.00 a.m. on 21 November 2023. As a result of the Scheme having become effective, share certificates in respect of Instem Shares will cease to be valid documents of title and entitlements to Instem Shares held in uncertificated form in CREST are being cancelled.
Under the terms of the Scheme, a Scheme Shareholder on the register of members of Instem at the Scheme Record Time, being 6.00 p.m. on 17 November 2023, will be entitled to receive 833 pence for each Scheme Share held.
Settlement
Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Instem Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) as soon as practicable. The latest date for despatch of cheques and settlement of the cash consideration in relation to the Acquisition through CREST is 4 December 2023.
Resignation of Non-Executive Directors
Additionally, as a result of the Scheme becoming effective, David Gare, Mike McGoun, Riaz Bandali and Mary Dolson have resigned as Non-Executive Directors of Instem.
The Company is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.
All references to times in this announcement are to London time.
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
Bidco
Vincent Guillaumot Tel: +33 4 81 11 35 33
Anthony Farias
Moelis & Company UK LLP (Financial Adviser to ARCHIMED SAS and Bidco)
Philippe Gallone Tel: +44 (0) 20 7634 3500
Chris Raff
François Saint-Lo
Simon Chaudhuri
Powerscourt (PR adviser to ARCHIMED SAS and Bidco) Sarah Macleod Tel: +44 (0) 20 7250 1446Peter Lambie
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.
Moelis, which is regulated by the FCA in the United Kingdom, is acting exclusively for ARCHIMED SAS and Bidco and no one else in connection with the Acquisition and other matters set out in this Announcement and will not be responsible to anyone other than ARCHIMED SAS and Bidco for providing the protections afforded to clients of Moelis, or for providing advice in connection with the Acquisition or any matter referred to herein. Neither Moelis nor any of its affiliates 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 Moelis in connection with this Announcement, any statement contained herein or otherwise.
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.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
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.