20 Dec 2022 12:38
SourceBio International plc
("SourceBio", the "Company" or the "Group")
Results of General Meeting and Tender Offer
and
Cancellation of Admission of the Company's Ordinary Shares to Trading on AIM
and
Cancellation of SAYE and ESOP share schemes
Results of the General Meeting
SourceBio (AIM: SBI) announces that, at the General Meeting of the Company held at 12:00 p.m. today, the resolutions put to Shareholders to approve the Tender Offer, Cancellation, Re-Registration and New Articles were duly passed. Voting on the resolutions was as follows:
Resolution | Description | For | Against | Withheld |
1 | A special resolution to authorise and to approve the terms under which the Tender Offer will be effected. | 61,789,000 | 215,356 | 1,662 |
2 | A special resolution for the cancellation of admission of the Ordinary Shares to trading on AIM. | 61,474,427 | 530,329 | 1,262 |
3 | A special resolution relating to the Re-Registration of the Company as a private limited company. | 61,474,374 | 495,908 | 1,262 |
4 | A special resolution relating to the replacement of the Company's current articles of association with new articles of association. | 61,474,895 | 493,387 | 3,262 |
Note: Any proxy appointments which gave direction to the Executive Chairman have been included in the "for" column. The total number of shares in issue is 74,183,038.
Result of the Tender Offer
The maximum aggregate number of Ordinary Shares that could be purchased pursuant to the Tender Offer was 11,071,810 Ordinary Shares (representing 14.9 per cent. of the Company's issued share capital) at the Tender Price of 115 pence per Ordinary Share.
SourceBio can confirm that a total of 5,981,364 Ordinary Shares have been tendered at 115 pence per Ordinary Share in connection with the Tender Offer, representing approximately 8.1 per cent. of the Company's issued share capital. The total value which will be returned to Shareholders pursuant to the Tender Offer will be approximately £6.9 million.
Payment will be made through CREST for uncertificated Ordinary Shares purchased pursuant to the Tender Offer along with CREST accounts credited for revised, uncertificated holdings of Ordinary Shares, by 23 December 2022. Cheques for certificated Ordinary Shares purchased pursuant to the Tender Offer and balancing share certificates for revised, certificated holdings in the case of partial tenders will be despatched by 4 January 2023.
Financing of the Tender Offer
The Tender Offer will be funded from the Company's own cash resources and the Harwood Convertible Loan Note of £4 million. The Company has decided not to draw the £4 million term loan included within the Barclays Bank facility agreement dated 22 November 2022, but will retain the revolving credit facility of £4 million for potential future working capital purposes.
Total voting rights
With effect from 21 December 2022, the total number of exercisable voting rights in the Company will reduce from 74,183,038 to 68,201,674. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.
Cancellation and Re-Registration
As previously announced on 23 November 2022, following the approval of the proposed Cancellation by Shareholders at the General Meeting held today, the last day of dealings in the Company's Ordinary Shares on AIM will be 29 December 2022 and the Cancellation will become effective at 7:00 a.m. on 30 December 2022, subject to a Dealing Notice, as defined in the AIM Rules for Companies, being issued.
The Re-Registration of the Company as a private company is expected to take place on or around 18 January 2023.
Cancellation of the SAYE and ESOP share plans
As a consequence of the imminent cancellation of admission to trading on AIM, the Company will no longer have a daily share price nor active trading in its Ordinary Shares. The Board has therefore decided to cancel both its SAYE plan which was adopted on 12 October 2021 and its ESOP plan which was adopted on 22 September 2021.
Defined terms used in this announcement shall bear the meaning set out in the appendix to the Circular dated 23 November 2022.
Contacts:
SourceBio International plc | www.sourcebiointernational.com | |
Jay LeCoque, Executive Chairman | Via Walbrook PR | |
Tony Ratcliffe, Chief Financial Officer | ||
Liberum (Nominated Advisor and Broker) | Tel: 020 3100 2000 | |
Richard Lindley / William Hall / Miquela Bezuidenhoudt | ||
Walbrook PR Limited | Tel: 020 7933 8780 or sourcebio@walbrookpr.com | |
Paul McManus / Sam Allen | Mob: 07980 541 893 / 07502 558 258 | |
About SourceBio International plc www.sourcebiointernational.com
SourceBio is a leading international provider of integrated state-of-the-art laboratory services with clients in the pharmaceutical, healthcare, clinical, drug development and life sciences research industries, with a focus on improving patient diagnosis, management and care. Group revenues are derived primarily from three core business units:
● | Healthcare Diagnostics - Histopathology cancer screening, including Digital Pathology and clinical diagnostic services for the NHS and private healthcare providers across the UK |
● | Genomics - DNA sequencing services and Precision Medicine offering for pharmaceutical and biotechnology industries, academia, contract research organisations (CROs) and other research groups in the UK, Europe and North America |
● | Stability Storage - Controlled environmental storage services and laboratory equipment validation services for pharmaceutical industry in the UK, Ireland and North America |
More details on Group operations can be found here: www.sourcebioscience.com