TIDMATD
RNS Number : 7258Q
Asterand PLC
24 October 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
This announcement is not an announcement of a firm intention to
make an offer under Rule 2.7 of the City Code on Takeovers and
Mergers (the "Takeover Code") and there can be no certainty that an
offer will be made, nor as to the terms on which any offer will be
made.
24 October 2011
Asterand Plc
("Asterand" or the "Company")
Update on Re-Financing Talks
Commencement of Formal Sales Process
In its Interim results statement on 30 August 2011, the Company
announced that it would be in breach of its banking covenants in
the near future. The Company has now received notices of default
from Silicon Valley Bank ("SVB") and from the holders of the
BioSeek notes. In the case of the latter, the Company has 120 days
to remedy the situation, however, since any refinancing of the
Company will occur within this time frame the Board do not believe
this situation to be of concern. However, with SVB there is no such
time frame allowed to the Company.
The Company has been in discussions with a potential funder for
the business which it was expected would result in the business
being refinanced and enable it to move forward. However, whilst
these discussions are still on-going there is no certainty that
these talks will be successful. Given the Company's financial
position and the need to raise additional working capital in the
short term, the Board now feel that alternative options need to be
considered including a sale of all or part of the business. As
such, the Board has decided to commence a formal sale process for
the entire issued and to be issued share capital of the Company.
Accordingly, the Company invites interested parties to contact
Daniel Stewart (contact details are provided below).
The Takeover Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover
Code such that any interested party participating in the formal
sale process will not be required to be publicly identified,
subject to note 3 on Rule 2.2, as a result of this announcement and
will not be subject to the 28 day deadline referred to in Rule
2.6(a), for so long as it is participating in the formal sale
process. Interested parties should note Rule 21.2 of the Takeover
Code, which will prohibit any form of inducement fee or other
offer-related arrangement, and that the Company has not requested
any dispensation from this prohibition under Note 2 of Rule 21.2 at
this stage.
The Company proposes to conduct the formal sale process in the
following manner. Any interested party who approaches the Board
will be required to enter into a non-disclosure agreement with the
Company on reasonable terms satisfactory to the Board and on the
same terms, in all material respects, as other interested parties,
before being permitted to participate in the process. Once the
non-disclosure agreement has been signed the participant will be
given access to a dataroom and management presentations. The Board
is currently targeting a deadline of second half of November for
determining a potential offer for the Company. Due to the Board's
desire to conclude a deal within a short period of time, preference
will be given to cash only offers for the Company.
The Board reserves the right to alter any aspect of the sale
process as outlined above or to terminate it at any time and in
such cases will make an announcement as appropriate. The Company
will continue with the refinancing discussions in parallel with the
formal sales process.
The Board reserves the right to reject any approach or terminate
discussions with any interested party or participant at any time.
There can be no certainty that any offer will be made for the
Company, or even proposed, or as to the level of any proposal or
offer that may be made.
For further information, please contact:
Asterand plc
Jack Davis, Chairman and Interim Tel: + 44 (0) 1763 211
Chief Executive Officer 600 / + 1 (313) 263-0960
Alan Fishman, Interim Chief Financial As above
Officer
Daniel Stewart & Company plc
Antony Legge Tel: +44 (0) 20 7776
David Hart 6550
Paul Shackleton
A copy of this announcement will be available at
www.asterand.co.uk. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Daniel Stewart & Company Plc ("Daniel Stewart") (which is
authorised and regulated in the United Kingdom by the Financial
Services Authority) is acting exclusively for the Company and for
no one else in connection with any possible offer and will not be
responsible to anyone other than the Company for providing the
protections afforded to Daniel Stewart's clients nor for providing
advice in relation to any possible offer or any other matters
referred to in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise. The distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
Disclosure requirements of the Code
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 paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 paper
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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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