REG - Instem plc - Cancellation of admission to trading

InstemAnnouncement

21/11/2023 07:00

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RNS Number : 0342U  Instem plc  21 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

21 November 2023

 

ACQUISITION

by

ICHOR MANAGEMENT LIMITED

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

of

INSTEM PLC

 

Cancellation of admission to trading of Instem Shares

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 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.

Further to the announcement on 20 November 2023 that the Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme")
for the acquisition of the entire issued and to be issued ordinary share
capital of Instem by Bidco had become effective in accordance with its terms,
Instem confirms that AIM has cancelled the admission to trading of Instem
Shares on AIM with effect from 7.00 a.m. today, 21 November 2023.

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

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.

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.

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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