AOP Health Intnl. Shield Therapeutics - Publication and posting of Offer Document

Shield Therapeutics

25/05/2023 16:44

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RNS Number : 7171A  AOP Health International Management  25 May 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.

25 May 2023

MANDATORY CASH OFFER

 

for

SHIELD THERAPEUTICS PLC

("SHIELD")

by

AOP HEALTH INTERNATIONAL MANAGEMENT AG

("AOP")

Publication and posting of Offer Document

On 4 May 2023, the boards of AOP and Shield announced (the "Announcement")
that AOP had requested, pursuant to a conversion notice dated 3 May 2023, the
conversion of USD 9,542,019 of the convertible shareholder loan facility
between Shield and AOP into 127,366,565 ordinary shares of 1.5 pence each in
Shield at a price of 6.01 pence per Shield Share, being a 10 per cent.
discount to the average mid-market closing price of a Shield Share over the 20
business days prior to 3 May 2023, being the date of the conversion request.

Following the Conversion, AOP and its concert parties hold, in aggregate,
interests in Shield Shares of approximately 41.9 per cent. of the voting
rights in Shield. Consequently, AOP is required to make a mandatory cash offer
for Shield pursuant to Rule 9 of the Code. As stated in the Announcement, it
is intended that this mandatory cash offer will be implemented by way of a
takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006
(the "Mandatory Offer").

Under terms of the Mandatory Offer, which is subject to the terms and
conditions set out in the Offer Document (as defined below) and, in the case
of Shield Shares held in certificated form, the Form of Acceptance, Shield
Shareholders (other than AOP) shall be entitled to receive:

6.20 pence in cash for each Shield Share

The Mandatory Offer values the entire issued and to be issued share capital of
Shield at approximately GBP 46.1 million on a fully diluted basis, inclusive
of the Conversion Shares and taking into account the exercise of all
outstanding options under the Shield Option Plans and any outstanding warrants
issued by Shield.

The Mandatory Offer Price of 6.20 pence per Shield Share represents a discount
of approximately:

·      13.3 per cent. to the Closing Price of 7.15 pence per Shield
Share on 3 May 2023 (being the last Business Day before the start of the Offer
Period); and

·    10.0 per cent. to the volume-weighted average price of 6.89 pence per
Shield Share between 13 December 2022 when Shield announced a debt and equity
financing and 3 May 2023 (being the last Business Day before the start of the
Offer Period).

The Mandatory Offer Price is equal to the consideration paid pursuant to the
latest applicable acquisition of an interest in Shield Shares by AOP or any
person acting in concert with it, being the purchase by Dr. Günther Krumpl of
88,394 Shield Shares on 13 July 2022 (as described in the Offer Document).

AOP recognises that the Mandatory Offer remains at a discount to the price at
which Shield Shares can be sold on the market. On this basis, AOP acknowledges
that the Mandatory Offer may not succeed. AOP notes that the Recommending
Shield Directors are recommending Shield Shareholders do not accept the
Mandatory Offer, but do not view the Mandatory Offer as being hostile.  The
Announcement and the Offer Document contain details as to why the Recommending
Shield Directors are not recommending that Shield Shareholders accept the
Mandatory Offer.

AOP and Shield announce that the offer document, which contains, amongst other
things, the full terms and conditions of the Mandatory Offer and the
procedures for its acceptance (the "Offer Document"), together with the
related Form of Acceptance, is being published and posted today to Shield
Shareholders and, for information only, to participants in Shield Option Plans
and persons with information rights.

Capitalised terms used but not defined in this announcement have the same
meaning given to them in the Offer Document. All references to times in this
announcement are to London times, unless otherwise stated.

Expected Timetable of Principal Events

 Event                                                                        Time and/or Date(1)
 Publication and posting of the Offer Document and the Form of Acceptance     25 May 2023
 Latest time and date by which the Mandatory Offer can be accepted            1.00 p.m. on 15 June 2023(2)
 Latest time and date by which the Mandatory Offer may be declared or become  5.00 p.m. on 15 June 2023
 unconditional(3)
 Settlement of cash consideration to Shield Shareholders who accept the       No later than 14 calendar days after the date on which the Mandatory Offer has
 Mandatory Offer (in the case of acceptances received, complete in all        become or been declared unconditional
 respects, by the date on which the Mandatory Offer becomes or is declared
 unconditional)

1 Certain dates and times given are indicative only and are based on current
expectations and may be subject to change. If any of the times and/or dates
above change, the revised times and/or dates will be announced via a
Regulatory Information Service. All times referred to are to London time.

2 The Mandatory Offer will remain open for acceptances until 1.00 p.m. (London
time) on this date unless AOP has set aside the Acceleration Statement in
accordance with the Code.

3 The Mandatory Offer shall lapse unless the Acceptance Condition has been
fulfilled by midnight of the Unconditional Date (subject to the rules of the
Code and, where applicable, the consent of the Panel).

The Mandatory Offer will remain open for acceptance until 1.00 p.m. on 15 June
2023, being the Unconditional Date (unless AOP has set aside the Acceleration
Statement in accordance with the Code.)  The procedure for acceptance of the
Mandatory Offer is set out in paragraph 14 of Part 1 of, and in Part III and
IV of Appendix A to, the Offer Document.  Acceptances of the Mandatory Offer
in respect of Shield Shares held in certificated form (that is, not in CREST)
should be made by completing and returning the Form of Acceptance accompanying
the Offer Document, together with the share certificate(s) and/or other
document(s) of title, as soon as possible and, in any event, so as to be
received by Link Group by  no later than 1.00 p.m. on 15 June 2023, being the
Unconditional Date.  Acceptances of the Mandatory Offer in respect of
uncertificated Shield Shares should be made electronically through CREST so
that the relevant TTE instruction settles as soon as possible and, in any
event, no later than 1.00 p.m. on 15 June 2023, being the Unconditional Date.
If you are a CREST sponsored member, you should refer to your CREST sponsor,
as only your CREST sponsor will be able to send the necessary TTE
instruction(s) to Euroclear.

Further details of the expected timetable and details of how to accept the
Mandatory Offer are set out in the Offer Document.

Enquiries:

AOP

 Andreas Steiner (Group CEO)               Tel: +423 220 2088

 Astrid Magnago (Assistant to Group CEO)

 

Numis (Financial Adviser to AOP)

 Stuart Ord          Tel: +44 (0) 20 7260 1000

 Freddie Barnfield

 Euan Brown

 Jack McLaren

 

Shield

 Greg Madison (CEO)        Tel: +44 (0) 191 511 8500

 Hans-Peter Rudolf (CFO)

Peel Hunt (Nominated Adviser, Financial Adviser and Joint Broker to Shield)

 James Steel        Tel: +44 (0) 20 7418 8900

 Miles Cox

 Oliver Duckworth

 Edward Beazley

finnCap Ltd (Joint Broker to Shield)

 Geoff Nash        Tel: +44 (0) 20 7220 0563

 Fergus Sullivan

 Alice Lane

 Nigel Birks

 Harriet Ward

Further information

This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of an offer, invitation or the solicitation
of an offer to purchase or subscribe, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Mandatory Offer or otherwise,
nor shall there be any sale, issuance or transfer of securities in Shield in
any jurisdiction in contravention of applicable law. The Mandatory Offer will
be made solely pursuant to the terms of the Offer Document, which will contain
the full terms of the Mandatory Offer, including details of how to vote in
respect of the Mandatory Offer. Any vote or other decision in respect of, or
other response to, the Mandatory Offer, should be made only on the basis of
information contained in the Offer Document. This Announcement does not
constitute a prospectus, prospectus equivalent document or an exempted
document.

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, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended).

Disclaimers

Numis Securities Limited ("Numis"), which is authorised and regulated in the
UK by the Financial Conduct Authority, is acting as financial adviser to AOP,
and no one else, in connection with the matters set out in this Announcement,
and will not be responsible to anyone other than the board of AOP for
providing the protections afforded to clients of Numis nor for providing
advice in relation to the contents of this Announcement or any other matter or
arrangement referred to herein. Neither Numis 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 Numis in connection with this Announcement, any
matter, arrangement or statement contained or referred to herein or otherwise.

Peel Hunt, which is authorised and regulated in the UK by the Financial
Conduct Authority, is acting as nominated adviser, financial adviser and joint
broker to Shield, and no one else, in connection with the matters set out in
this Announcement, and will not be responsible to anyone other than the board
of Shield for providing the protections afforded to clients of Peel Hunt nor
for providing advice in relation to the contents of this Announcement or any
other matter or arrangement referred to herein. Neither Peel Hunt 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 Peel Hunt in
connection with this Announcement, any matter, arrangement or statement
contained or referred to herein or otherwise.

finnCap, which is authorised and regulated in the UK by the Financial Conduct
Authority, is acting as joint broker to Shield, and no one else, in connection
with the matters set out in this Announcement, and will not be responsible to
anyone other than the board of Shield for providing the protections afforded
to clients of finnCap or for providing advice in relation to the contents of
this Announcement or any other matter or arrangement referred to herein.
Neither finnCap 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
finnCap in connection with this Announcement, any matter, arrangement or
statement contained or referred to herein or otherwise.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about, and observe, any applicable requirements. Any failure to
comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
law, the companies and persons involved in the Mandatory Offer disclaim any
responsibility or liability for the violation of such restrictions by any
person. This Announcement has been prepared for the purposes of complying with
English law and the 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.

Copies of this Announcement and any formal documentation relating to the
Mandatory Offer are not being, and must not be, directly or indirectly, mailed
or otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction (or any jurisdiction where to do so would violate the laws of
that jurisdiction) and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Mandatory Offer. Unless otherwise
permitted by applicable law and regulation, the Mandatory Offer may not be
made directly or indirectly, in or into, or by the use of mails or any means
or instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Mandatory Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.

Further details in relation to overseas shareholders will be included in the
Offer Document.

Additional information for US investors

The receipt of cash pursuant to the Mandatory Offer by a US holder of Shield
Shares as consideration for the transfer of its Shield Shares pursuant to the
Mandatory Offer will likely be a taxable transaction for United States federal
income tax purposes and under applicable United States state and local, as
well as foreign and other, tax laws. Shield Shareholders are urged to consult
with legal, tax and financial advisers in connection with making a decision
regarding the Mandatory Offer.

Financial information included in this Announcement and the Offer Document has
been or will have been prepared in accordance with accounting standards
applicable in the UK that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.

To the extent permitted by applicable law and in accordance with normal UK
market practice, AOP or its nominees, or its brokers (acting as agents) may
from time to time make certain purchases of, or arrangements to purchase,
Shield Shares outside of the US other than pursuant to the Mandatory Offer,
until the date on which the Mandatory Offer becomes unconditional, lapses or
is otherwise withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases or arrangements to purchase shall be
disclosed as required in the UK, shall be reported to a Regulatory Information
Service and shall be available on the London Stock Exchange website at
www.londonstockexchange.com.

It may be difficult for US holders of Shield Shares to enforce their rights
and any claim arising out of the US federal laws, since AOP and Shield are
located in a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of Shield
Shares may not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.

Forward-Looking Statements

This Announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Shield and
certain plans and objectives of AOP and with respect thereto.

These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. These statements are based on
assumptions and assessments made by AOP and Shield in light of their
experience and their perception of historical trends, current conditions,
future developments and other factors they believe appropriate, and therefore
are subject to risks and uncertainties which could cause actual results to
differ materially from those expressed or implied by those forward-looking
statements.

The forward-looking statements contained in this Announcement include
statements relating to the expected effects of the Mandatory Offer on AOP and
Shield, the expected timing and scope of the Mandatory Offer and other
statements other than historical facts. Forward-looking statements often use
words such as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning. By their nature,
forward-looking statements involve risk and uncertainty, because they relate
to events and depend on circumstances that will occur in the future and the
factors described in the context of such forward-looking statements in this
document could cause actual results and developments to differ materially from
those expressed in or implied by such forward-looking statements.
Forward-looking statements may include statements in relation to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies
and the expansion and growth of AOP or Shield's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on AOP or Shield's business.

Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, neither AOP nor Shield, nor any of
their representatives, associates or directors, officers or advisers provides
any assurance that such expectations will prove to have been correct and you
are therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this document. None of Shield,
AOP assumes any obligation to update or correct the information contained in
this document (whether as a result of new information, future events or
otherwise), except as required by applicable law.

Dealing and Opening Position Disclosure requirements

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 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) 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 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 tenth 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
per cent. 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(s), 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 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 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.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by Shield Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Shield may be provided
to AOP during the Offer Period as requested under Section 4 of Appendix 4 of
the Code to comply with Rule 2.11(c) of the Code.

Publication on website

A copy of this Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
AOP's website at https://www.aop-health.com and on Shield's website at
https://www.shieldtherapeutics.com/investors-and-media/results-reports-and-presentations
(https://www.shieldtherapeutics.com/investors-and-media/results-reports-and-presentations)
by no later than 12 noon on the Business Day following this Announcement. For
the avoidance of doubt, the contents of the websites referred to in this
Announcement are not incorporated into and do not form part of this
Announcement.

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, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Shield Shareholders, persons with
information rights may request a hard copy of this Announcement (and any
information incorporated by reference in this Announcement) by contacting
Shield's registrars, Link Group, between 09.00 - 17.30, Monday to Friday
excluding public holidays in England and Wales on 0371 664 0300 (or if calling
from outside the UK +44 371 664 0300) or by submitting a request in writing
via email at shareholderenquiries@linkgroup.co.uk or at 10(th) Floor, Central
Square, 29 Wellington Street, Leeds LS1 4DL.

For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information be sent to them in relation to the Mandatory
Offer should be in hard copy form.

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