TIDMCSRT
RNS Number : 3040B
Consort Medical PLC
29 January 2020
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 OR REGULATIONS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release 29 January 2020
Consort Medical plc
Response to Recipharm Statement
The Board of Consort notes today's announcement by Recipharm
confirming that it will not extend the Offer beyond 1.00 p.m. on 4
February 2020, that its Offer price of 1,010 pence per Consort
Share will not be increased and that the final outstanding
competition authority approval has been satisfied.
In light of the Recipharm announcement, Consort also wishes to
inform its shareholders that it is not in discussions with any
third parties regarding an alternative proposal to acquire
Consort.
The Board of Consort outlined the reasons for its recommendation
of the Offer in the Offer Document. The Board continues to believe
that the Offer, if successful, will allow Consort Shareholders to
realise, in cash in the near-term, the value of their holdings in
Consort at a material premium to Consort's undisturbed share
price.
The person responsible for arranging for the release of this
announcement on behalf of Consort is Andrew Jackson.
Enquiries:
Consort Medical plc Tel: +44 (0) 1442
867 920
Jonathan Glenn - Chief Executive Officer
Paul Hayes - Chief Financial Officer
Evercore (Financial Adviser to Consort) Tel: +44 (0) 20 7653
6000
Julian Oakley
Alan Beirne
Investec Bank plc (Joint Corporate Broker Tel: +44 (0) 20 7597
to Consort) 5970
Gary Clarence
Carlton Nelson
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on Consort's website
(https://www.consortmedical.com/investor-centre/cash-offer-for-consort-medical/)
by not later than 12 noon (London time) on the business day
following the date of this announcement. The content of the website
referred to in this announcement is not incorporated into, and does
not form part of, this announcement.
MAR
The information contained within this announcement is considered
by the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No.596/2014. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information will be considered to be in the public
domain.
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 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 not later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by not 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 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 not 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 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.
IMPORTANT NOTICE
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser exclusively for
Consort Medical plc and no one else in connection with the matters
referred to in this announcement and will not regard any other
person as its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than
Consort Medical plc for providing the protections afforded to
clients of Evercore, nor for providing advice in relation to the
matters referred to in this announcement. Neither Evercore nor any
of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract or in tort, under statute or
otherwise) to any person who is not a client of Evercore in
connection with this announcement, any statement contained therein
or otherwise.
Investec Bank plc ("Investec"), which is authorised in the
United Kingdom by the Prudential Regulation Authority and regulated
by the FCA and the Prudential Regulation Authority, is acting
exclusively for Consort and for no one else in relation to the
Offer and any other arrangements referred to in this announcement.
Investec will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the
Offer and the other arrangements referred to in this announcement,
and will not be responsible to anyone other than the Consort for
providing the protections afforded to its clients or for providing
any advice in relation to the Offer, or the contents of this
announcement.
ADDITIONAL INFORMATION
This announcement is for information purposes only and 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, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise nor shall there be
any sale, issuance or transfer of securities of Consort in any
jurisdiction in contravention of applicable law.
The Offer is being implemented solely by means of the Offer
Document and, in respect of Consort Shares held in certificated
form, the Form of Acceptance accompanying the Offer Document, which
contains the full terms and conditions of the Offer including
details of how to accept the Offer. Any approval, acceptance,
decision or other response to the Offer should be made only on the
basis of information in the Offer Document, and in respect of
Consort Shares held in certificated form, the Form of Acceptance.
Consort Shareholders are strongly advised to read the formal
documentation in relation to the Offer and each Consort Shareholder
is urged to consult its independent professional adviser
immediately regarding the tax consequences to it (or its beneficial
owners) of the Offer.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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