Statement regarding adjournment of the Meetings
18/10/2023 11:27
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RNS Number : 5424Q Instem plc 18 October 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
FOR IMMEDIATE RELEASE
( )
18 October 2023
INSTEM PLC
Recommended Cash Offer by Ichor Management Limited
Statement regarding adjournment of the Meetings
ARCHIMED Offer
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
"ARCHIMED Offer").
The scheme document in respect of the ARCHIMED Offer (the "Scheme Document")
was published and made available to Instem Shareholders on 25 September 2023.
Capitalised terms used but not otherwise defined in this announcement shall
have the meaning given to them in the Scheme Document.
On 13 October 2023, Bidco announced that the financial terms of the ARCHIMED
Offer, including the Acquisition Price, are final and will not be increased,
except that Bidco reserved the right to revise the financial terms of the
ARCHIMED Offer if (i) there is an announcement on or after the date of Bidco's
13 October 2023 announcement of a firm offer or a possible offer for Instem by
a third party offeror or potential offeror on more favourable terms than the
Acquisition Price; or (ii) the Takeover Panel otherwise provides its consent
(the "No Increase Statement").
Potential Offerors
The board of Instem (the "Board") today announces that since the announcement
of the ARCHIMED Offer on 30 August 2023, it has received approaches from five
separate third parties, made up of both sponsors and corporate institutions
(the "Potential Offerors"). As required under Rule 21.3 of the Code, the Board
confirms that it provided diligence access to the Potential Offerors for the
purpose of evaluating a possible competing offer.
The Board facilitated each Potential Offeror receiving sufficient information
and access to management as it requested, in order to progress its interest.
However, as at the date of this announcement, all of the Potential Offerors
have withdrawn their interest. There are no ongoing discussions with any of
the Potential Offerors nor any other third party regarding a potential
competing offer for Instem.
Adjournment of the Meetings
Following this announcement and the No Increase Statement released by Bidco,
the Board believes Instem Shareholders should be allowed additional time to
consider their votes. Therefore, the Board intends to adjourn the Court
Meeting and the General Meeting relating to the ARCHIMED Offer scheduled to be
held on 19 October 2023 to 10.00 a.m. on 2 November 2023 in the case of the
Court Meeting, and 10.15 a.m. (or as soon thereafter as the Court Meeting
concludes or is adjourned) on 2 November 2023 in the case of the General
Meeting.
The ARCHIMED Offer will not lapse as a result of this announcement or the
adjournment of the Meetings to 2 November 2023.
Proposed changes to timetable
Instem will notify Instem Shareholders of the revised timetable and process in
due course.
Recommendation
Given the statements above, the Board, who have been so advised by Rothschild
& Co and Singer Capital Markets as to the financial terms of the
Acquisition, reaffirms its belief that the ARCHIMED Offer ascribes a highly
attractive valuation to Instem as well as its unanimous recommendation that
Instem Shareholders vote to approve the Scheme at the Court Meeting and vote
in favour of the Special Resolution at the General Meeting.
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.
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.
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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