Last checked at 28 Feb 2020 16:57
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 THAT JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
28 February 2020
Statement by Yesod Bio-Sciences Limited ("Yesod") regarding Redx Pharma Plc ("Redx")
Further to the announcement made by Redx on 14 February 2020 in which Redx announced that it was in discussions with a consortium of potential investors (the "Bidder") in relation to a possible cash offer to be made by the Bidder for the entire issued, and to be issued, share capital of Redx and that Redx had consented to an extension of the relevant deadline under Rule 2.6(a) of the UK City Code on Takeovers and Mergers (the "Code"), the Bidder, through its specially incorporated bid vehicle, Yesod, today confirms that it does not intend to make an offer for the entire issued and to be issued share capital of Redx pursuant to Rule 2.7 of the Code.
Under Note 2 on Rule 2.8 of the Code, the Bidder and/or Yesod and any person acting in concert with the Bidder and/or Yesod, reserves the right to set aside the restrictions in Rule 2.8 in the following circumstances: (i) with the agreement of the board of Redx; (ii) if a third party announces a firm intention to make an offer for Redx; (iii) if Redx announces a "whitewash" proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and (iv) if the Panel on Takeovers and Mergers determines there has been a material change of circumstances.
Additional Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.
The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Redx who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Redx who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.