REG - Instem plc - Scheme becomes Effective

InstemAnnouncement

20/11/2023 12:45

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RNS Number : 0181U  Instem plc  20 November 2023

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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

20 November 2023

 

RECOMMENDED CASH OFFER

by

ICHOR MANAGEMENT LIMITED

(a newly incorporated company controlled by funds managed by ARCHIMED SAS)

for

INSTEM PLC

 

Scheme becomes Effective

On 30 August 2023, the board of directors of Ichor Management Limited
("Bidco"), a newly incorporated company controlled by funds managed by
ARCHIMED SAS, and the board of directors of Instem plc ("Instem") announced
that they had reached agreement on the terms of a recommended cash offer by
Bidco for the entire issued and to be issued share capital of Instem (the
"Acquisition"). The Acquisition is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").

The scheme document in respect of the Acquisition was published and made
available to Instem Shareholders on 25 September 2023 (the "Scheme Document").
Capitalised terms used but not otherwise defined in this announcement shall
have the meaning given to them in the Scheme Document.

The boards of Instem and Bidco are pleased to announce that, further to the
joint announcement by Instem and Bidco on 16 November 2023 that the High Court
of Justice in England and Wales had sanctioned the Scheme at the Court
Sanction Hearing held earlier on the same date, the Court Order (together with
a copy of the Scheme and all documents required to be annexed thereto, if any)
has been delivered to the Registrar of Companies today and accordingly the
Scheme has now become Effective in accordance with its terms and Instem is now
a wholly owned subsidiary of Bidco.

As previously advised, trading in Instem Shares on AIM was suspended with
effect from 7.30 a.m. this morning, 20 November 2023. An application has been
made to the London Stock Exchange in relation to the cancellation of the
admission to trading of Instem Shares on AIM, which is expected to take place
at 7.00 a.m. on 21 November 2023. As a result of the Scheme having become
effective, share certificates in respect of Instem Shares will cease to be
valid documents of title and entitlements to Instem Shares held in
uncertificated form in CREST are being cancelled.

Under the terms of the Scheme, a Scheme Shareholder on the register of members
of Instem at the Scheme Record Time, being 6.00 p.m. on 17 November 2023, will
be entitled to receive 833 pence for each Scheme Share held.

Settlement

Settlement of the consideration to which any Scheme Shareholder is entitled
will be effected by way of the despatch of cheques or the crediting of CREST
accounts (for Instem Shareholders holding Scheme Shares in certificated form
and in uncertificated form respectively) as soon as practicable. The latest
date for despatch of cheques and settlement of the cash consideration in
relation to the Acquisition through CREST is 4 December 2023.

Resignation of Non-Executive Directors

Additionally, as a result of the Scheme becoming effective, David Gare, Mike
McGoun, Riaz Bandali and Mary Dolson have resigned as Non-Executive Directors
of Instem.

The Company is no longer in an "Offer Period" as defined in the Code and
accordingly the dealing disclosure requirements previously notified to
investors no longer apply.

All references to times in this announcement are to London time.

Enquiries

Instem

Phil
Reason
Via Walbrook

Nigel Goldsmith

Rothschild & Co (Financial Adviser to Instem)

Alistair
Allen
Tel: +44 (0) 161 827 3800

Julian Hudson

Tom Palmer

Singer Capital Markets Advisory LLP (Nominated Adviser, Joint Financial
Adviser and Joint Broker to Instem)

Peter
Steel
Tel: +44 (0) 20 7496 3000

Alex Bond

Oliver Platts

Stifel Nicolaus Europe Limited (Joint Broker to Instem)

Ben
Maddison
Tel: +44 (0) 20 7710 7600

Richard Short

Walbrook Financial PR (Public Relations Adviser to Instem)

Tom
Cooper
Tel: +44 (0) 20 7933 8780

Nick Rome

Joe Walker

Bidco

Vincent
Guillaumot
Tel: +33 4 81 11 35 33

Anthony Farias

Moelis & Company UK LLP (Financial Adviser to ARCHIMED SAS and Bidco)

Philippe
Gallone
Tel: +44 (0) 20 7634 3500

Chris Raff

François Saint-Lo

Simon Chaudhuri

Powerscourt (PR adviser to ARCHIMED SAS and
Bidco)

Sarah
Macleod
Tel: +44 (0) 20 7250 1446

Peter Lambie

Disclaimers

Rothschild & Co, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as joint financial adviser to Instem and
for no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Instem for
providing the protections afforded to clients of Rothschild & Co, nor for
providing advice in relation to the acquisition of Instem or any other matters
referred to in this announcement. Neither Rothschild & Co nor any of its
subsidiaries, branches or affiliates (nor their respective directors,
officers, employees or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Rothschild & Co in connection with this announcement, any statement
contained in this announcement, the acquisition of Instem or otherwise. No
representation or warranty, express or implied, is made by Rothschild & Co
as to the contents of this announcement.

Singer Capital Markets, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as joint financial adviser and nominated
adviser to Instem and no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other than Instem
for providing the protections afforded to clients of Singer Capital Markets,
nor for providing advice in relation to the acquisition of Instem or any other
matters referred to in this announcement. Neither Singer Capital Markets nor
any of its affiliates (nor their respective directors, partners, officers,
employees or agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Singer Capital
Markets in connection with this announcement, any statement contained in this
announcement, the acquisition of Instem or otherwise. No representation or
warranty, express or implied, is made by Singer Capital Markets as to the
contents of this announcement.

Moelis, which is regulated by the FCA in the United Kingdom, is acting
exclusively for ARCHIMED SAS and Bidco and no one else in connection with the
Acquisition and other matters set out in this Announcement and will not be
responsible to anyone other than ARCHIMED SAS and Bidco for providing the
protections afforded to clients of Moelis, or for providing advice in
connection with the Acquisition or any matter referred to herein. Neither
Moelis nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Moelis
in connection with this Announcement, any statement contained herein or
otherwise.

Further information

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such
date.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available (subject to certain restrictions relating to persons resident
in Restricted Jurisdictions), free of charge, on Instem's website at
https://investors.instem.com (https://investors.instem.com) by no later than
12:00 noon on the Business Day following the date of this announcement.
Neither the contents of this website nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this announcement.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

General

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

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