REG - Synergy Health Steris Corp. - Court sanction of scheme of arrangement <Origin Href="QuoteRef">STE.N</Origin> <Origin Href="QuoteRef">SYR.L</Origin>

SterisAnnouncement

26/10/2015 16:20

RNS Number : 4777D
Synergy Health PLC
26 October 2015
26 October 2015
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
SYNERGY HEALTH PLC
("Synergy" or "the Company")
Recommended Combination of Synergy and STERIS Corporation ("STERIS") 
Court sanction of scheme of arrangement on 26 October 2015
Synergy announces that, earlier today, the Scheme was sanctioned by the High Court of Justice in England and Wales. In order for the Scheme to become effective in accordance with its terms, the Court will now need to confirm the Capital Reduction at the Second Court Hearing, which is scheduled to take place on 28 October 2015. The scheme becoming effective also remains conditional upon delivery of a copy of each of the Court Orders and of the requisite statement of capital to the Registrar of Companies and, if the Court so orders in order for it to become effective, the registration of the Reduction Court Order and the statement of capital by the Registrar of Companies. 
Subject to Court confirmation of the associated Capital Reduction and the timing of the delivery of the Court Orders to Companies House, the Effective Date of the Scheme is expected to be 2 November 2015. 
Synergy Shareholders should note that it is now anticipated that the listing of, and commencement of dealings in, New STERIS Shares on the New York Stock Exchange will take place by 9.30 a.m. (EST) on 3 November 2015 (rather than 2 November as stated in the Supplementary Circular dated 21 September 2015 ("Supplementary Circular")). 
Today is the last day for dealings in, and for registration of transfers of, Synergy Shares and it is anticipated that the listing of Synergy Shares on the premium listing segment of the Official List of the UK Listing Authority ("UKLA") and trading in Synergy Shares on the London Stock Exchange's main market for listed securities will be suspended by 8.00 a.m. on 28 October 2015. Synergy Shares are also expected to be delisted from the premium listing segment of the Official List of the UKLA and cancelled from the main market of the London Stock Exchange by 8.00 a.m. on 3 November 2015. 
Upon the Scheme becoming effective, the latest date for despatch of cheques and settlement through CREST for Cash Consideration and despatch of share certificates or statements of ownership in respect of New STERIS Shares or crediting of CREST accounts in respect of the New STERIS Shares or crediting of CREST accounts in respect of the New STERIS Depositary Interests or crediting of DTC accounts in respect of New STERIS Shares (as applicable), in each case due under the Scheme is 16 November 2015.
Other
Unless otherwise stated, all references to time in this announcement are to London, UK time. 
Unless otherwise defined therein, capitalised terms and expressions used in this announcement shall have the meanings given to them in the Scheme Document dated 17 February 2015 or the Supplementary Circular. 
For Further Information:
Synergy Health plc
Tel: +44 (0) 1793 891 851
Dr Richard Steeves, Chief Executive


Gavin Hill, Finance Director

Investec
Patrick Robb, Gary Clarence
Tel: +44 (0) 20 7597 5970
IMPORTANT NOTES
This announcement is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Scheme or otherwise. The Scheme will be effected solely through the Scheme Document which will contain the full terms and conditions of the Scheme. Any decision in respect of, or other response to, the Scheme or the Combination should be made only on the basis of the information contained in such document.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Scheme disclaim any responsibility and liability for the violation of such restrictions by any person.
The availability of the Scheme to persons who are not resident in the United Kingdom may be restricted by the laws and/or regulations of the relevant jurisdictions in which they are located. The Scheme will not be made available, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.
This announcement has been prepared for the purpose of complying with English law and the Takeover 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.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 and including STERIS in this instance) 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 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% 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, 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 pm (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 Takeover 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.
Publication on Website
A copy of this announcement and other documents in connection with the Scheme will, subject to certain restrictions, be available for inspection on Synergy's website at www.synergyhealthplc.com. The contents of the website referred to in this announcement are not incorporated into, and do not form part of, this announcement.

This information is provided by RNS
The company news service from the London Stock Exchange
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