REG - Instem plc - Court Sanction of the Scheme

InstemAnnouncement

16/11/2023 14:45

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RNS Number : 7348T  Instem plc  16 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

16 November 2023

 

RECOMMENDED CASH OFFER

by

ICHOR MANAGEMENT LIMITED

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

for

INSTEM PLC

Court Sanction of the Scheme

 

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.

Scheme sanction

Further to the announcement on 2 November 2023 confirming that the Scheme was
approved by Scheme Shareholders at the Court Meeting and that Instem
Shareholders approved the Special Resolution relating to the implementation of
the Scheme at the General Meeting, the boards of directors of Instem and Bidco
are pleased to announce that the High Court of Justice in England and Wales
has today made an order sanctioning the Scheme under section 899 of the
Companies Act 2006 (the "Court Order").

The Scheme remains conditional on the delivery to the Registrar of Companies
of the Court Order made at the Sanction Hearing to sanction the Scheme. The
Scheme is expected to become effective on 20 November 2023 (the "Effective
Date") and a further announcement will be made at that time.

Next steps and timetable

There have been no changes to the expected timetable of principal events set
out in the announcement on 2 November 2023. The last day and time for dealings
in, and for registration of transfers of Instem Shares will be 6:00 p.m. on 17
November 2023. The Scheme Record Time is expected to be 6.00 p.m. on 17
November 2023, at which time CREST will be disabled in respect of Instem
Shares. Trading in Instem Shares on AIM is expected to be suspended with
effect from 7.30 a.m. on 20 November 2023.

It is expected that, subject to the Scheme becoming effective, the admission
to trading of Instem Shares on AIM will be cancelled and Instem Shares will
cease to be admitted to trading on AIM at 7.00 a.m. on 21 November 2023.

On the Effective Date, share certificates in respect of Instem Shares will
cease to be valid and entitlements to Instem Shares held within the CREST
system will be cancelled.

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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of Instem 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) Instem 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 p.m. (London time)
on the 10th Business Day following the commencement of the Offer Period and,
if appropriate, by no later than 3.30 p.m. (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
Instem 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
per cent. or more of any class of relevant securities of Instem or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of Instem 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) Instem 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 p.m. (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 Instem 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 Instem and by any offeror,
and Dealing Disclosures must also be made by Instem, 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 (http://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
Takeover 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.

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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