TIDMINS
RNS Number : 5736N
Instem plc
25 September 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 September 2023
RECOMMED CASH OFFER
by
ICHOR MANAGEMENT LIMITED
(a newly incorporated company controlled by funds managed by
ARCHIMED SAS)
for
INSTEM PLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Publication of Scheme Document
On 30 August 2023, the board of directors of Ichor Management
Limited (" Bidco ") and the board of directors of Instem plc ("
Instem ") announced that they had reached agreement on the terms of
a recommended cash offer by Bidco for the entire issued and to be
issued share capital of Instem.
The board of Instem is now providing the following update on the
Acquisition, which will be implemented by means of a
Court-sanctioned scheme of arrangement between Instem and relevant
Instem shareholders under Part 26 of the Companies Act 2006 (the "
Scheme ").
Capitalised terms used in this announcement shall, unless
otherwise defined, have the meanings set out in Part 8 of the
Scheme Document (as defined below).
Publication and posting of the Scheme Document
The board of Instem is pleased to announce that it has today
published a circular in relation to the Scheme (the " Scheme
Document "), together with the Forms of Proxy for the Court Meeting
and the General Meeting. The Scheme Document sets out, amongst
other things, a letter from the Chairman of Instem, the full terms
and conditions of the Scheme, an explanatory statement pursuant to
section 897 of the Companies Act 2006, an expected timetable of
principal events, notices of the Court Meeting and General Meeting
and details of the actions to be taken by Instem Shareholders.
Hard copies of the Scheme Document and Forms of Proxy for the
Court Meeting and the General Meeting are being posted today to
Instem Shareholders and, for information only, to persons with
information rights. Instem will also be sending details of the
proposals being made to holders of the Awards. Copies of the Scheme
Document and Forms of Proxy will also be made available on Instem's
website at https://investors.instem.com and Bidco's website at
www.Ichor-offer.com later today.
Notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, to become Effective,
the Scheme requires, among other things, that the requisite
majority of Scheme Shareholders vote in favour of the Scheme at the
Court Meeting (or any adjournment of the Court Meeting) and that
the requisite majority of Instem Shareholders vote in favour of the
Special Resolution to be proposed at the General Meeting. The
Scheme is also subject to the satisfaction or (where applicable)
waiver of the Conditions and further terms set out in the Scheme
Document, including (amongst other things) the NSIA Condition. The
Scheme must also be sanctioned by the Court.
Notices convening the Court Meeting and the General Meeting,
each of which will be held at the offices of Squire Patton Boggs
(UK) LLP, No 1 Spinningfields, 1 Hardman Square, Manchester, M3
3EB, are set out in the Scheme Document. The Court Meeting will
start at 10.00 a.m. on 19 October 2023 (London time) and the
General Meeting at 10.15 a.m. on 19 October 2023 (London time) (or
as soon as reasonably practicable thereafter as the Court Meeting
shall have been concluded or adjourned). Forms of Proxy for use at
such meetings will be enclosed with the Scheme Document. ). Any
changes to the arrangements for the Court Meeting and the General
Meeting will be communicated to Scheme Shareholders and Instem
Shareholders before the relevant meeting through Instem's website
at https://investors.instem.com and Bidco's website at
www.Ichor-offer.com , and by announcement through a Regulatory
Information Service.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair representation of the opinion of Scheme
Shareholders. Scheme Shareholders are therefore strongly urged to
complete and return their Forms of Proxy, or to appoint a proxy
through CREST or electronically as soon as possible. Doing so will
not prevent you from attending, speaking and voting in person at
the Meetings if you wish and are entitled to do so.
Scheme Shareholders should read the Scheme Document in its
entirety before making a decision in respect of the Scheme.
Recommendation
The Instem Directors, who have been so advised by Rothschild
& Co and Singer Capital Markets as to the financial terms of
the Acquisition, consider the terms of the Acquisition to be fair
and reasonable. In providing advice to the Instem Directors,
Rothschild & Co and Singer Capital Markets have taken into
account the commercial assessments of the Instem Directors.
Rothschild & Co and Singer Capital Markets are jointly
providing independent financial advice to the Instem Directors for
the purposes of Rule 3 of the Code. Singer Capital Markets is also
the Company's nominated adviser.
Accordingly, in order to implement the Acquisition, the Instem
Directors recommend unanimously that Instem Shareholders vote to
approve the Scheme at the Court Meeting and vote in favour of the
Special Resolution at the General Meeting as those Instem Directors
who hold a beneficial interest in Instem Shares have irrevocably
undertaken to do (or procure to be done) in respect of their own
(and their connected persons') beneficial holdings of Instem Shares
(in a personal capacity or through a nominee or related family
trust).
Instem share plans
The Scheme will apply to any Instem Shares which are
unconditionally allotted, issued, or transferred before the Scheme
Record Time to satisfy the vesting and/or exercise of outstanding
awards over Instem Shares under the Instem Share Plans.
It is proposed to amend the Instem Articles at the General
Meeting to provide that, if the Scheme becomes Effective, any
Instem Shares issued to any person other than Bidco and/or its
nominees after the Scheme Record Time (including in satisfaction of
the exercise or vesting of Awards under the Instem Share Plans)
will be automatically transferred to, or to the order of, Bidco on
the same terms as the Scheme Shareholders under the Scheme in
exchange for the provision by Bidco of the same consideration
payable per Instem Share under the Scheme. Further information in
respect of the proposed amendments to the Instem Articles is
contained in paragraph 10.3 of Part 2 of the Scheme Document and in
the Notice of General Meeting at Part 10
Delisting and cancellation of admission to trading of Instem
Shares
Before the Scheme becomes Effective, it is intended that an
application will be made to the London Stock Exchange for the
cancellation of trading of the Instem Shares on AIM, to take effect
shortly after the Effective Date. The last day of dealings in, and
registration of transfers of, Instem Shares on AIM is expected to
be the Business Day immediately after the Sanction Hearing.
On the Effective Date, share certificates in respect of Instem
Shares will cease to be valid and entitlements to Instem Shares
held within the CREST system will be cancelled. Instem Shareholders
shall be required to return share certificates to Instem or destroy
them following the Effective Date.
It is intended that, following the Effective Date and after its
shares are delisted, Instem will be re-registered as a private
limited company under the relevant provisions of the Companies
Act.
Timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also set out in the
Appendix to this announcement. The Scheme remains conditional on
the approval of Scheme Shareholders at the Court Meeting and of
Instem Shareholders of the Special Resolution to be proposed at the
General Meeting and to the satisfaction or waiver of the other
Conditions set out in the Scheme Document. The Scheme is expected
to become Effective two Business Days after the Court Hearing. Any
update to the expected timetable will be announced by Instem
through a Regulatory Information Service, with such announcement
being made available on Instem's website at
https://investors.instem.com and Bidco's website at
www.Ichor-offer.com .
Shareholder helpline
If you have any questions relating to the Scheme Document, the
Court Meeting or the General Meeting or the completion and return
of your Forms of Proxy, please contact the Shareholder Helpline
operated by Computershare by calling 0370 703 6041 (or +44 (0)370
703 6041 if calling from outside the UK). Calls are charged at the
standard geographic rate and will vary by provider. Calls from
outside the United Kingdom will be charged at the applicable
international rate. The Shareholder Helpline is open between 8.30
a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in
England and Wales). Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored
for security and training purposes. Please note the Shareholder
Helpline cannot provide advice on the merits of the Acquisition or
the Scheme nor give any financial, investment, legal or tax
advice.
Instem
Phil Reason Via Walbrook
Nigel Goldsmith
Rothschild & Co (Financial Adviser to Instem)
Alistair Allen Tel: +44 (0) 161 827 3800
Julian Hudson
Tom Palmer
Singer Capital Markets Advisory LLP (Nominated Adviser, Joint
Financial Adviser and Joint Broker to Instem)
Peter Steel Tel: +44 (0) 20 7496 3000
Alex Bond
Oliver Platts
Stifel Nicolaus Europe Limited (Joint Broker to Instem)
Ben Maddison Tel: +44 (0) 20 7710 7600
Richard Short
Walbrook Financial PR (Public Relations Adviser to Instem)
Tom Cooper Tel: +44 (0) 20 7933 8780
Nick Rome
Joe Walker
ARCHIMED SAS
Vincent Guillaumot Tel: +33 4 81 11 35 33
Brian Sheridan
Sandrine Laporte
Moelis & Company UK LLP (Financial Adviser to ARCHIMED and
Bidco)
Philippe Gallone Tel: +44 (0) 20 7634 3500
Chris Raff
François Saint-Lo
Simon Chaudhuri
Latham & Watkins (London) LLP are retained as legal adviser
to ARCHIMED and Bidco.
Squire Patton Boggs (UK) LLP are retained as legal adviser to
Instem.
Disclaimers
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as joint financial
adviser to Instem and for no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than Instem for providing the
protections afforded to clients of Rothschild & Co, nor for
providing advice in relation to the acquisition of Instem or any
other matters referred to in this Announcement. Neither Rothschild
& Co nor any of its subsidiaries, branches or affiliates (nor
their respective directors, officers, employees or agents) 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 Rothschild & Co
in connection with this Announcement, any statement contained in
this Announcement, the acquisition of Instem or otherwise. No
representation or warranty, express or implied, is made by
Rothschild & Co as to the contents of this Announcement.
Singer Capital Markets, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as joint financial
adviser and nominated adviser to Instem and no one else in
connection with the matters referred to in this Announcement and
will not be responsible to anyone other than Instem for providing
the protections afforded to clients of Singer Capital Markets, nor
for providing advice in relation to the acquisition of Instem or
any other matters referred to in this Announcement. Neither Singer
Capital Markets nor any of its affiliates (nor their respective
directors, partners, officers, employees or agents) 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 Singer Capital Markets in
connection with this Announcement, any statement contained in this
Announcement, the acquisition of Instem or otherwise. No
representation or warranty, express or implied, is made by Singer
Capital Markets as to the contents of this Announcement.
Moelis, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for ARCHIMED and Bidco and no
one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than
ARCHIMED and Bidco for providing the protections afforded to
clients of Moelis, nor for providing advice in relation to the
acquisition of Instem or any other matters referred to in this
Announcement. Neither Moelis nor any of its affiliates (nor their
respective directors, officers, employees or agents) 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 Moelis in
connection with this Announcement, any statement contained in this
Announcement, the acquisition of Instem or otherwise.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through and on the terms set out in
the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the Offer Document) and
the accompanying Forms of Proxy, which contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any vote, approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document) .
Scheme Shareholders are strongly advised to read the formal
documentation in relation to the Acquisition once it has been
despatched.
This Announcement does not constitute a prospectus or prospectus
exempted document.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Overseas shareholders
This Announcement has been prepared for the purpose of complying
with English law, the AIM Rules 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 the United Kingdom.
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom . Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this Announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Instem Shares at the Court Meeting or the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their Instem Shares in respect of the Court Meeting
or the General Meeting on their behalf, may be affected by the laws
of the relevant jurisdiction in which they are located.
Any failure to comply with the applicable legal or regulatory
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 Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code and
permitted by applicable law and regulation, the Acquisition will
not be made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign
commerce of, or any facility of a national, state or other
securities exchange of, a Restricted Jurisdiction, and the
Acquisition will not be capable of acceptance by any such use,
means, instrumentality or facility or from within a Restricted
Jurisdiction . Accordingly, copies of this Announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this Announcement (including custodians, nominees and
trustees) must not distribute or send it into or from a Restricted
Jurisdiction. In the event that the Acquisition is implemented by
way of a Takeover Offer and extended into the US, Bidco will do so
in satisfaction of the procedural and filing requirements of US
securities laws at that time, to the extent applicable thereto. The
Acquisition relates to the shares of a company incorporated in
England and it is proposed to be made by means of a scheme of
arrangement provided for under English law. The Scheme will relate
to the shares of a UK company that is a "foreign private issuer" as
defined under Rule 3b-4 under the US Exchange Act. A transaction
effected by means of a scheme of arrangement is not subject to any
shareholder vote, proxy solicitation and tender offer rules under
the US Exchange Act. Accordingly, the Scheme is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements and practices of US shareholder vote, proxy
solicitation or tender offer rules. Financial information included
in the relevant documentation will have been prepared in accordance
with accounting standards applicable in the UK and may not be
comparable to the financial information of, or the accounting
standards applicable to, US companies. However, if Bidco were to
elect to implement the Acquisition by means of a Takeover Offer,
such Takeover Offer shall be made in compliance with all applicable
laws and regulations, including section 14(e) of the US Exchange
Act and Regulation 14E thereunder, if applicable. Such Takeover
Offer would be made in the US by Bidco and no one else. In addition
to any such Takeover Offer, Bidco, certain affiliated companies and
the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Instem outside
such Takeover Offer during the period in which such Takeover
Offer
would remain open for acceptance. If such purchases or
arrangements to purchase are made they would be made outside the
United States in compliance with applicable law, including the US
Exchange Act. It may be difficult for a US-based investor to
enforce his or her rights and any claim he or she may have arising
under US securities laws, since the Scheme relates to the shares of
a company located in the UK, and some or all of its officers and
directors may be residents of non-US jurisdictions. A US-based
investor may not be able to sue a company located in the UK, or its
officers or directors, in a foreign court for alleged violations of
US securities laws, and it may be difficult to compel a foreign
company and its affiliates to subject themselves to a US court's
judgment.
Forward-looking statements
This Announcement, oral statements made regarding the
Acquisition, and other information published by Instem, Bidco and
ARCHIMED may contain certain "forward-looking statements" with
respect to Instem, Bidco and ARCHIMED. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "will", "may",
"should", "would", "could" or other words or terms of similar
meaning or the negative thereof. Forward-looking statements
include, for example, statements relating 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 of ARCHIMED and/or Bidco and the expansion
and growth of Instem and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on the
business of Instem.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. None of
ARCHIMED, Bidco or Instem, nor any of their respective associates,
directors, officers, employees or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this Announcement will actually occur. You are cautioned not to
place undue reliance on such forward-looking statements, which
speak only as of the date hereof. All subsequent oral or written
forward-looking statements attributable to ARCHIMED, Bidco or
Instem or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statement above. Should one or
more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in this Announcement. None of
ARCHIMED, Bidco or Instem assume any obligation to update publicly
or revise forward-looking or other statements contained in this
Announcement, whether as a result of new information, future events
or otherwise, except to the extent legally required.
No profit forecasts, estimates or qualified benefits
statements
No statement in this Announcement is intended as a profit
forecast or estimate for ARCHIMED, Bidco or Instem in respect of
any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per Instem Share for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per Instem
Share.
Right to switch to a Takeover Offer
Subject to the terms of the Co-operation Agreement, Bidco
reserves the right to elect, with the consent of the Takeover
Panel, to implement the Acquisition by way of a Takeover Offer for
the entire issued and to be issued ordinary share capital of Instem
as an alternative to the Scheme. In such an event, the Takeover
Offer will be made in accordance with the terms and conditions set
out in this Announcement which would apply to the Scheme (with any
modifications or amendments to such terms and conditions as may be
required by the Takeover Panel or which are necessary as a result
of Bidco's election to implement the Acquisition by way of a
Takeover Offer), in accordance with the Co-operation Agreement and
subject to the amendment referred to in Appendix I to this
Announcement.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Instem's website at
https://investors.instem.com and on Bidco's website at
www.Ichor-offer.com by no later than 12:00 noon on the Business Day
following the date of this Announcement. Neither the contents of
this website nor the content of any other website accessible from
hyperlinks on such websites is incorporated into, or forms part of,
this Announcement.
Requesting hard copies
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting Instem's registrar, Computershare Investor Services PLC
during business hours (8.30 a.m. to 5.30 p.m.) on +44 (0)370 703
6041 or by submitting a request in writing to Computershare
Investor Services PLC at The Pavilions, Bridgwater Road, Bristol,
BS13 8AE . 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. In accordance
with Rule 30.3 of the Code, a person so entitled may also request
that all future documents, announcements and information to be sent
to them in relation to the Acquisition should be in hard copy
form.
Electronic communications - information for Instem
Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Instem Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Instem may be provided to Bidco during the
Offer Period as required under section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
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 Instem 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) Instem 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 10th Business Day following the announcement in which
any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of Instem 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 Instem or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant
securities of Instem 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) Instem 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 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 Instem 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 Instem and by
any offeror, and Dealing Disclosures must also be made by Instem,
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 Takeover 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.
General
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 or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.
Appendix
Expected Timetable of Principal Events
Event Time and/or date
Publication of the Scheme Document 25 September 2023
Latest time for lodging Forms of
Proxy for the:
Court Meeting (BLUE form) 10.00 a.m. on 17 October
2023(1)
General Meeting (WHITE form) 10.15 a.m. on 17 October
2023(2)
Voting Record Time 6.00 p.m. on 17 October
2023(3)
Court Meeting 10.00 a.m. on 19 October
2023
General Meeting 10.15 a.m. on 19 October
2023
The following dates are indicative only and are subject to
change
Sanction Hearing (to sanction the A date expected to fall
Scheme) during the fourth quarter
of 2023 ("T")
Last day of dealings in, and for T + 1 Business Day
the registration of transfers of,
and disablement in CREST of, Instem
Shares
Scheme Record Time 6.00 p.m. on T + 1 Business
Day
Suspension of dealings in Instem by 7.30 a.m. on T + 2 Business
Shares on AIM Days
Effective Date T + 2 Business Days
Cancellation of admission to trading by 7.00 a.m. on T + 3 Business
of Instem Shares on AIM Days
Latest date for dispatch of cheques, within 14 days of the Effective
and crediting of CREST accounts and Date
processing electronic transfers due
under the Scheme
Long Stop Date 29 February 2024
Notes
1. It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not later than 10.00 a.m. on 17 October 2023 or,
if the Court Meeting is adjourned, 48 hours prior to the time and
date set for any adjourned Court Meeting (excluding any part of
such 48-hour period falling on a non-working day). If the BLUE Form
of Proxy for the Court Meeting is not returned by such time, it may
be handed to a representative of Computershare, on behalf of the
Chair of the Court Meeting, or to the Chair of the Court Meeting
before the taking of the poll at the Court Meeting (or any
adjournment of it) and it will be valid.
2. In order to be valid, the WHITE Forms of Proxy for the
General Meeting must be lodged not later than 10.15 a.m. on 17
October 2023 or, if the General Meeting is adjourned, 48 hours
prior to the time and date set for any adjourned General Meeting
(excluding any part of such 48-hour period falling on a non-working
day).
3. If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6.00 p.m. on the date which is two Business Days
prior to the date set for such adjourned Meeting.
4. General Meeting to commence at 10.15 a.m. or as soon
thereafter as the Court Meeting shall have concluded or
adjourned.
5. These dates are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme;
and (iii) the Court Order is delivered to the Registrar of
Companies. Instem will give adequate notice of all of these dates
and times, when known, by issuing an announcement through a
Regulatory Information Service, with such announcement being made
available on Instem's website at https://investors.instem.com.
Participants in the Instem Share Plans will be contacted separately
regarding the effect of the Acquisition on their rights under these
schemes and provided with further details concerning the proposals
being made to them.
6. Subject to satisfaction of certain regulatory conditions as
set out in Part 3 (Conditions to and Further Terms of the Scheme
and the Acquisition) of the Scheme Document. In accordance with the
terms of the Cooperation Agreement, the Sanction hearing shall be
scheduled to take place on a date that is not earlier than the date
falling twelve Business Days following satisfaction of the
regulatory conditions as set out in Part 3 (Conditions to and
Further Terms of the Scheme and the Acquisition) of the Scheme
Document.
7. Following sanction of the Scheme by the Court, the Scheme
will become Effective in accordance with its terms upon a copy of
the Court Order being delivered to the Registrar of Companies. This
is currently expected to occur within two Business Days after the
date of the Sanction Hearing, subject to satisfaction or (where
capable of waiver), waiver of the Conditions, but could occur on
the same day as the Sanction Hearing or the Business Day following
the Sanction Hearing.
8. This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as Instem, ARCHIMED and Bidco may agree in writing (with
the Panel's consent and as the Court may approve (should such
approval(s) be required)).
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END
SOALAMATMTTTBBJ
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September 25, 2023 11:24 ET (15:24 GMT)
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