SBS.L Regulatory News (SBS)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES OF AMERICA) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

13 September 2016 

RECOMMENDED CASH OFFER

for

SOURCE BIOSCIENCE PLC

by

SHERWOOD HOLDINGS LIMITED

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Court Sanction of the Scheme

Source BioScience plc ("Source BioScience") is pleased to announce that, at a hearing held earlier today, the recommended cash offer by Sherwood Holdings Limited ("Sherwood") for the entire issued and to be issued ordinary share capital of Source BioScience, to be effected by means of a scheme of arrangement between Source BioScience and its shareholders pursuant to the provisions of Part 26 of the Companies Act 2006 (the "Scheme"), was sanctioned by the Court.

Completion remains conditional on delivery to the Registrar of Companies of the Court Orders made at the Court Hearing to sanction the Scheme. Subject to such registration, the Scheme is expected to become effective on 15 September 2016 (the "Effective Date") and a further announcement will be made at that time.

The last day for dealings in, and for registrations of transfers, of Source BioScience Shares will be 14 September 2016. Accordingly, at 7.00 a.m. (London time) on 16 September 2016, the admission to trading of Source BioScience Shares on the Main Market of the London Stock Exchange will be cancelled.

Following the Effective Date, share certificates in respect of Source BioScience Shares will cease to be valid and entitlements to Source BioScience Shares held within the CREST system will be cancelled.

General

The Source BioScience Directors accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

A copy of this announcement will be available free of charge on Source BioScience's website at http://www.sourcebioscience.com and on Continental's website at http://www.continentalip.ch but subject to certain restrictions relating to persons resident in Restricted Jurisdictions. The contents of these websites are not incorporated into, and do not form part of, this announcement.

Capitalised terms used but not defined in this announcement have the same meanings set out in the circular to Source BioScience Shareholders dated 17 August 2016 (the "Scheme Document").

Enquiries:

Further information

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Sherwood, Continental and Harwood Capital and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than Sherwood, Continental and Harwood Capital for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser and broker to Source BioScience and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than Source BioScience for providing the protections afforded to clients of N+1 Singer or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

You may request a hard copy of this announcement or the Scheme Document, free of charge and/or any information incorporated into them by reference to another source, by calling the Shareholder Helpline on 0333 207 6399 from within the UK or on +44 121 415 0973 if calling from outside the UK or by writing to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA stating your name, and the address to which the hard copy versions should be sent. Calls to the Shareholder Helpline are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form. Unless you have previously elected to receive hard copies of any such documents, announcements or information, hard copies shall not be sent but you may request them.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

Overseas Shareholders

The availability of the Offer, the Unlisted Securities Alternative and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this announcement and any formal documentation relating to the Offer is not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the Code and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The issue of Sherwood Share Units to holders of Scheme Shares in Restricted Jurisdictions would necessitate compliance with special requirements under the laws of the Restricted Jurisdictions. Accordingly, the Unlisted Securities Alternative is not being made available to Restricted Overseas Shareholders who shall receive cash, notwithstanding any election made by them for the Unlisted Securities Alternative.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of Source BioScience 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) Source BioScience 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 Source BioScience 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 one per cent. or more of any class of relevant securities of Source BioScience or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Source BioScience 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) Source BioScience and (ii) any securities exchange offeror(s), 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 Source BioScience 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 Source BioScience and by any offeror and Dealing Disclosures must also be made by Source BioScience, 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 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.