SYR.L Regulatory News (SYR)

17 February 2015

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

SYNERGY HEALTH PLC("Synergy" or "the Company") 

Recommended Combination of Synergy and STERIS Corporation ("STERIS")

Posting of Scheme Document

Further to the announcement under Rule 2.7 of the Takeover Code regarding the recommended combination of Synergy with STERIS released on Monday 13 October 2014 which is to be implemented in respect of Synergy by a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"), the Board of Synergy announces that it will be posting the circular to Synergy Shareholders relating to the Scheme ("Scheme Document") today.

The Scheme Document contains, among other things, a letter from the Chairman of Synergy, an explanatory statement pursuant to section 897 of the Companies Act, the full terms and conditions of the Scheme, details of the actions to be taken by Synergy Shareholders and notices convening the Court Meeting and the General Meeting.

As described in the Scheme Document, to become effective the Scheme will require, amongst other things, the approval of Scheme Shareholders at the Court Meeting and the passing of the Special Resolution to be proposed at the General Meeting by Synergy Shareholders. In addition, the Scheme must be sanctioned, and the Reduction of Capital must be confirmed, by the Court.

The Court Meeting and the General Meeting will be held at the offices of DLA Piper UK LLP, 3 Noble Street, London EC2V 7EE on 11 March 2015. The Court Meeting will start at 10.00 a.m. and the General Meeting will start at 10.10 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned).

Subject to the approval of Synergy Shareholders, the sanction of the Court, the US Merger Agreement being duly adopted by the affirmative vote of the holders of a majority of the outstanding STERIS Shares entitled to vote on such matter at a STERIS Shareholders' Meeting (due to be held on 12 March 2015), and the satisfaction or waiver of the other conditions to which the Scheme is subject, it is expected that the Scheme will become effective on 1 April 2015.

The Scheme Document and the Forms of Proxy for use by Scheme Shareholders at the Court Meeting and Synergy Shareholders at the General Meeting will be posted to Synergy Shareholders today. Copies of this announcement and the Scheme Document will also be available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Synergy's website at www.synergyhealthplc.co.uk during the course of the Offer. For the avoidance of doubt, the contents of that website are (save where expressly stated) not incorporated into, and do not form part of, this announcement.

Synergy Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme. Synergy Shareholders are also advised to carefully read the Form S-4/Proxy Statement filed by New STERIS Limited with the SEC on 6 February 2015 as it contains important information regarding New STERIS and the New STERIS Shares.

Participants in the Synergy Share Schemes will receive further details of the effect of the Scheme on their outstanding options and awards in separate letters, which will be posted on or around 27 February 2015.

Capitalised terms used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

Timetable

The expected timetable of principal events is set out below:

Expected timetable of events

All times shown in this announcement are London times unless otherwise stated. The dates and times given are indicative only and are based on Synergy's current expectations and may be subject to change (including as a result of changes to Court times, the regulatory timetable applicable to the Scheme, the STERIS Merger and the application to be made for listing of the New STERIS Shares on the New York Stock Exchange and/or the process for settlement of the Scheme). If any of the times and/or dates above change, the revised times and/or dates will be notified to Synergy Shareholders by announcement through a Regulatory Information Service. EST indicates Eastern Standard Time, New York, USA.

The Scheme is conditional upon the Scheme becoming unconditional and becoming effective by no later than the Long Stop Date, or such later date (if any) as Synergy and STERIS may, with the consent of the Panel (if required), agree and (if required), the Court may approve.

Proposed de-listing and re-registration

Synergy intends, prior to the Scheme becoming effective, to make an application for the cancellation of the listing of Synergy Shares on the Official List and for the cancellation of trading of the Synergy Shares on the London Stock Exchange's Main Market for listed securities in each case to take effect from or shortly after the Scheme Effective Date. The last day of dealings in Synergy Shares on the Main Market of the London Stock Exchange is expected to be 27 March 2015, and no transfers will be registered after 6.00 p.m. on that date.

On the Scheme Effective Date, share certificates in respect of Synergy Shares will cease to be valid and entitlements to Synergy Shares held within the CREST system will be cancelled. On the Scheme Effective Date, Synergy will become a wholly-owned subsidiary of New STERIS. It is intended that Synergy will be re-registered as a private company as part of the Scheme.

For Further Information:

IMPORTANT NOTES

This announcement is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Scheme or otherwise. The Scheme will be effected solely through the Scheme Document which will contain the full terms and conditions of the Scheme. Any decision in respect of, or other response to, the Scheme or the Combination should be made only on the basis of the information contained in such document.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Scheme disclaim any responsibility and liability for the violation of such restrictions by any person.

The availability of the Scheme to persons who are not resident in the United Kingdom may be restricted by the laws and/or regulations of the relevant jurisdictions in which they are located. The Scheme will not be made available, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.

This announcement has been prepared for the purpose of complying with English law and the Takeover Code 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 of England.

Dealing Disclosure Requirements

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 and including STERIS in this instance) 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, 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.

Publication on Website

A copy of this announcement and other documents in connection with the Scheme will, subject to certain restrictions, be available for inspection on Synergy's website at www.synergyhealthplc.com. The contents of the website referred to in this announcement is not incorporated into, and does not form part of, this announcement.