Synectics Regulatory News (SNX)

6 Dec 2007 09:56

Sigma Acquisitions Limited06 December 2007 The 'Offer Update' announcement for Sigma Acquisitions Limited released on 5 December 2007 at 16:43 under RNS No 2768J has been re-released to facilitate onward transmission. The announcement is unchanged and is reproduced in full below. Not for release, publication or distribution in whole or in part in, into orfrom the United States, Canada, Australia or Japan or any other jurisdictionwhere to do so would constitute a violation of the relevant laws or regulationsof such jurisdiction. FOR IMMEDIATE RELEASE 5 December 2007 OFFER UPDATE RECOMMENDED CASH OFFER BY DELOITTE CORPORATE FINANCE ON BEHALF OF SIGMAACQUISITIONS LIMITED ("SIGMA ACQUISITIONS") FOR SYNEXUS CLINICAL RESEARCH PLC ("SYNEXUS") Offer declared unconditional in all respects Further to the announcement made on 30 November 2007, the Board of SigmaAcquisitions announces that all conditions of the Offer have now been satisfiedor waived and that the Offer is hereby declared unconditional in all respects.The Offer will remain open for acceptance until further notice. At leastfourteen days notice will be given in the event the Offer is to be closed. It was announced on 7 November 2007 that the board of directors of SigmaAcquisitions and the Independent Directors of Synexus had reached agreement onthe terms of a recommended cash offer to acquire the whole of the issued and tobe issued ordinary share capital of Synexus (other than Synexus Shares alreadycontracted to be acquired by Sigma Acquisitions). The Offer Document was postedto Synexus Shareholders on 7 November 2007. Level of acceptances and ownership As at 3.00 p.m. (London time) on 4 December 2007, Sigma Acquisitions hadreceived valid acceptances of the Offer in respect of a total of 20,079,795Synexus Shares, representing approximately 86.72 per cent. of the existingissued share capital of Synexus. Following the posting of the Offer Document,1,937,914 Synexus Shares representing approximately 8.37 per cent. of theexisting issued share capital of Synexus have been acquired by SigmaAcquisitions. Accordingly, as at 3.00 p.m. (London time) on 4 December 2007, SigmaAcquisitions had acquired, or received valid acceptances of the Offer in respectof 22,017,709 Synexus Shares representing approximately 95.09 per cent. of theexisting issued share capital of Synexus. Of this total: Sigma Acquisitions has received acceptances pursuant to irrevocable undertakingsto accept the Offer in respect of a total of 12,467,945 Synexus Shares,representing approximately 53.85 per cent. of the existing issued share capitalof Synexus. A total of 76,923 Synexus Shares, representing 0.33 per cent. of theexisting issued share capital of Synexus remain outstanding under theseirrevocable commitments. In addition, valid acceptances have been received from persons acting or deemedto be acting in concert with Sigma Acquisitions in respect of a total of2,219,741 Sigma Shares, representing approximately 9.59 per cent. of theexisting issued share capital of Synexus. Save as disclosed in this announcement and in Appendix 2 of the announcement ofthe Offer released on 7 November 2007, as at 4 December 2007, the lastpracticable business day prior to this announcement, neither Sigma Acquisitionsnor, so far as Sigma Acquisitions is aware, any person acting in concert withSigma Acquisitions, had an interest in or right to subscribe for relevantsecurities of Synexus or had any short position in relation to relevantsecurities of Synexus (whether conditional or absolute and whether in the moneyor otherwise), including any short position under a derivative, any agreement tosell or any delivery obligation or right to require another person to purchaseor take delivery of any relevant securities of Synexus nor has any such personborrowed or lent therein. Save for the irrevocable undertakings described above and pursuant to the ShareExchange Agreement, neither Sigma Acquisitions nor any person acting in concertwith Sigma Acquisitions has any arrangement in relation to Synexus Shares, orany securities convertible or exchangeable into Synexus Shares or options(including traded options) in respect of, or derivatives referenced to, SynexusShares. For these purposes, "arrangement" includes any indemnity or optionarrangement, any agreement or understanding, formal or informal, of whatevernature, relating to relevant securities which is, or may be, an inducement todeal or refrain from dealing in such securities. As announced earlier this morning 409,178 Synexus Shares were admitted totrading on AIM as a result of the exercise of certain options granted to PaulMcCluskey and Alan Boyce under the Synexus Share Option Schemes. Paul McCluskeyand Alan Boyce have agreed, in respect of these Synexus Shares to: (i) acceptthe Offer in respect of 95,075 and 211,538 Synexus Shares respectively,amounting in aggregate to 306,613 Synexus Shares; and (ii) sell to SigmaAcquisitions under the terms of the Share Exchange Agreement 64,103, and 38,462Synexus Shares respectively, amounting in aggregate to 102,565 Synexus Shares. Compulsory acquisition, cancellation of admission to trading on AIM andre-registration Sigma Acquisitions intends to exercise its rights pursuant to the provisions ofChapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily all theremaining Synexus Shares on the same terms as the Offer. Sigma Acquisitions intends, subject to any applicable requirements of the AIMRules, to procure the making of an application by Synexus for cancellation ofthe admission to and trading of Synexus Shares on AIM. It is anticipated thatsuch cancellation will take effect no earlier than 5 Business Days after thedate of this announcement. It is also anticipated that after such cancellation, Sigma Acquisitions willseek to procure the re-registration of Synexus as a private company under therelevant provisions of the Companies Act 1985. Consideration Settlement of the consideration due under the Offer in respect of acceptanceswhich have been received and are valid and complete in all respects will bedespatched by first class post (in the case of certificated holders) or creditedto the relevant CREST account (in the case of uncertificated holders) on orbefore 19 December 2007. Settlement of the consideration in respect of furtheracceptances which are valid and complete in all respects will be despatched assoon as practicable and in any event within 14 days of receipt of suchacceptances. Returning Forms of Acceptance Forms of Acceptance not yet returned should be completed and returned inaccordance with the instructions set out in the Offer Document and in the Formof Acceptance so as to be received as soon as possible. Additional Forms ofAcceptance are available from Capita Registrars, Corporate Actions, TheRegistry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, or by telephoning 0870 1623121 or, if calling from outside the UK, +44 208 639 3399. If Synexus Shares are held in CREST, acceptance should be made electronically sothat the TTE instruction settles as soon as possible. Terms defined in the Offer Document have the same meaning in this announcementunless the context requires otherwise. Enquiries Sigma Acquisitions/Lyceum Capital 020 7632 2480Jeremy HandGrant Davidson Deloitte Corporate Finance 020 7936 3000(financial adviser to Sigma Acquisitions)Jonathan HintonJames Lewis This announcement does not constitute an offer or invitation to purchase anysecurities. The Offer is being made solely by means of the Offer Document andthe Form of Acceptance accompanying the Offer Document, which contain the fullterms and conditions of the Offer including details of how it may be accepted. Deloitte Corporate Finance is acting for Sigma Acquisitions and Lyceum CapitalPartners LLP and for no-one else in connection with the Offer and will notregard any other person as its client nor be responsible to anyone other thanSigma Acquisitions and Lyceum Capital Partners LLP for providing the protectionsafforded to clients of Deloitte Corporate Finance nor for providing advice inrelation to the Offer or any matter referred to in this announcement. DeloitteCorporate Finance is a division of Deloitte & Touche LLP, which is authorisedand regulated by the Financial Services Authority in respect of regulatedactivities. The availability of the Offer to Synexus Shareholders who are not resident inthe United Kingdom may be affected by the laws or regulations of the relevantjurisdictions in which they are located. Persons who are not resident in theUnited Kingdom should inform themselves about, and observe, applicable legal orregulatory requirements of their jurisdiction. The Offer will not be made, directly or indirectly, in or into, or by use of themails, or by any means or instrumentality (including, without limitation, telex,facsimile transmission, telephone, internet or other forms of electroniccommunication) of interstate or foreign commerce of, or by any facilities of anational securities exchange of, the United States, Canada, Australia or Japanor any other jurisdiction if to do so would constitute a violation of therelevant laws or regulations of such jurisdiction and the Offer cannot beaccepted by any such use, means or instrumentality or otherwise from or withinthe United States, Canada, Australia or Japan or any other jurisdiction if to doso would constitute a violation of the relevant laws or regulations of suchjurisdiction. Accordingly, copies of this announcement are not being, and mustnot be, mailed or otherwise forwarded, distributed or sent in or into or fromany such jurisdiction. All the Sigma Acquisitions Directors and the members of the Lyceum CapitalInvestment Committee accept responsibility for the information contained in thisannouncement. To the best of the knowledge and belief of the Sigma AcquisitionsDirectors and the members of the Lyceum Capital Investment Committee (havingtaken all reasonable care to ensure that such is the case) the informationcontained in this announcement for which they are responsible is in accordancewith the facts and does not omit anything likely to affect the import of suchinformation. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in any suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. Not for release, publication or distribution in whole or in part in, into orfrom the United States, Canada, Australia or Japan or any other jurisdictionwhere to do so would constitute a violation of the relevant laws or regulationsof such jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange