16 Aug 2018 07:00
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 DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.
FOR IMMEDIATE RELEASE
16 AUGUST 2018
Sinclair Pharma plc ("Sinclair" or the "Company")
Extension of PUSU deadline
On 5 July 2018, the Board of Sinclair announced that it had received an approach from China Grand Enterprises, Inc. ("China Grand") and its affiliate company Huadong Medicine Co., Ltd ("Huadong Medicine") which may or may not result in an offer for the Company. Discussions between the companies are ongoing.
At the request of the Board of Sinclair and pursuant to Rule 2.6(c) of the Code, the Takeover Panel has consented to an extension of the relevant deadline of 7 days. Accordingly, China Grand and Huadong Medicine must, by no later than 5.00 p.m. on 23 August 2018, either announce a firm intention to make an offer for Sinclair in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be further extended with the consent of the Panel.
The person responsible for arranging this announcement on behalf of Sinclair is Alan Olby, Chief Financial Officer.
For further information, please contact:
Sinclair Pharma plc | +44 (0) 20 7467 6920 |
Chris Spooner | |
Alan Olby | |
Andy Crane | |
Rothschild (Lead Financial Adviser) | +44 (0) 20 7280 5000 |
Dominic Hollamby | |
Julian Hudson | |
Peel Hunt (Joint Financial Adviser, NOMAD and Joint Broker) | +44 (0)20 7418 8900 |
James Steel | |
Michael Nicholson | |
Oliver Jackson | |
RBC Capital Markets (Joint Broker) | +44 (0) 20 7653 4000 |
Marcus Jackson | |
Media enquiries | |
FTI Consulting | + 44 (0) 203 727 1000 |
Ben Atwell | |
Brett Pollard | |
Stephanie Cuthbert |
Notice related to financial advisers
N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Sinclair and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Sinclair for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Sinclair and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Sinclair for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company 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) the offeree company 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 the offeree company 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 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company 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) the offeree company 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 pm (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 an offeree company 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 the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, 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.
Website publication
In accordance with Rule 26.1 of the Code, a copy of this announcement will be published on the Company's website at www.sinclairpharma.com promptly and by no later than 12 noon (London time) on the business day following this announcement. The content of this website is not incorporated in, and does not form part of, this announcement.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Sinclair confirms that, as at the date of this announcement, its issued and fully paid share capital consists of 503,768,952 ordinary shares with par value of 1p. The International Securities Identification Number (ISIN) for the ordinary shares is GB0033856740.