REG - AOP Health Intnl. Shield Therapeutics - Lapse of Offer

Shield TherapeuticsAnnouncement

15/06/2023 16:45

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RNS Number : 8985C  AOP Health International Management  15 June 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.

15 June 2023

MANDATORY CASH OFFER

 

for

SHIELD THERAPEUTICS PLC

("SHIELD")

by

AOP HEALTH INTERNATIONAL MANAGEMENT AG

("AOP")

LAPSE OF OFFER

1.         Introduction

On 4 May 2023, AOP announced its intention to make a mandatory cash offer for
all of the issued and to be issued Shield Shares not already held by AOP (the
"Mandatory Offer"). On 25 May 2023, AOP published and sent the offer document
containing the full terms and conditions of the unrecommended Mandatory Offer
(the "Offer Document") to Shield Shareholders.

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.

2.         Level of acceptances

In accordance with Rule 31.7 of the Code, AOP announces that, as at 1.00 p.m.
on 15 June 2023, AOP had received valid acceptances of the Mandatory Offer in
respect of a total of 2,395,333 Shield Shares, representing approximately 0.33
per cent. of the issued share capital of Shield, which AOP may count towards
the satisfaction of the Acceptance Condition. So far as AOP is aware, none of
the acceptances have been received from persons in acting in concert with AOP.

Accordingly, AOP and persons acting in concert with it either hold, or have
received valid acceptances of the Mandatory Offer in respect of, a total of
301,359,005 Shield Shares, representing approximately 42.26 per cent. of the
issued share capital of Shield.

Shield Shareholders are reminded that the Mandatory Offer was conditional only
upon valid acceptances of the Mandatory Offer being received (and not, where
permitted, withdrawn), by no later than 1.00 p.m. today in respect of such
number of Shield Shares which, together with Shield Shares acquired or agreed
to be acquired by AOP or any person acting in concert with AOP at such time,
would result in AOP and any person acting in concert with it, holding, in
aggregate, Shield Shares carrying more than 50 per cent. of the voting rights
then normally exercisable at a general meeting of Shield.

As such, the Acceptance Condition has not been satisfied and the Mandatory
Offer has now lapsed. Accordingly, the Offer Period in respect of the
Mandatory Offer for the purposes of the Code has now ended.

3.         Interest in securities

As at 1.00 p.m. on 15 June 2023, the interests and rights to subscribe in
respect of relevant securities of Shield held by AOP and persons acting in
concert with AOP were as follows:

 Name                     Total Number of Shield Shares  Percentage of existing issued share capital of Shield
 AOP                      290,584,713(( 1  (#_ftn1) ))   40.75%
 Dr. Christian Schweiger  11,651,713                     1.63%
 Dr. Günther Krumpl       1,250,000                      0.17%
 Michael Steiger          625,000                        0.08%

As at 1.00 p.m. on 15 June 2023, and save as disclosed above, neither AOP nor,
so far as AOP is aware, any person acting in concert with AOP has:

·      any interest in, or right to subscribe in respect of, or any
short position (whether conditional or absolute and whether in the money or
otherwise) in relation to relevant securities of Shield, including any short
position under a derivative, any agreement to sell or any delivery obligation
or right to require another person to purchase or take delivery of relevant
securities of Shield;

·      any outstanding irrevocable commitment or letter of intent with
respect to relevant securities of Shield; nor

·      borrowed or lent any relevant securities of Shield (including any
financial collateral arrangements) save for any borrowed shares which have
been either on-lent or sold.

4.         Further Information

As the Mandatory Offer has now lapsed, it is no longer open to acceptances and
any accepting Shield Shareholders cease to be bound by their acceptances.

In the case of Shield Shares held in certificated form, the form(s) of
acceptance sent to Link Group, the Receiving Agent, to accept the offer (the
"Form(s) of Acceptance"), share certificate(s) and/or other document(s) of
title will be returned by post (or such other method as may be approved by the
Panel) within 14 days of the Mandatory Offer lapsing, to the person or agent
whose name and address (outside any Restricted Jurisdiction) is set out in the
Form(s) of Acceptance or, if none is set out, to the first-named or sole
holder at his/her registered address (provided that no such documents will be
sent to an address in a Restricted Jurisdiction).

In the case of Shield Shares held in uncertificated form, Link Group, the
Receiving Agent, will, immediately (or within such longer period, not
exceeding 14 days after the lapsing of the Mandatory Offer, as the Panel may
approve), give instructions to Euroclear to transfer all relevant Shield
Shares held in escrow balances in CREST and in relation to which it is the
receiving agent for the purposes of the Mandatory Offer to the original
available balances of the Shield Shareholders concerned.

The calculations in this announcement are based upon the issued share capital
of Shield as at close of business on 15 June 2023 being 713,036,342 Shield
Shares.

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.

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.

 

 1  AOP's total holding comprises (i) a holding of 285,436,959 (40.03 per
cent.) Shield Shares, and (ii) certain warrants to subscribe for up to
5,147,754 (0.72 per cent) Shield Shares at a strike price of 6.75p and will
expire on 6 January 2033.

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