TIDMINS
RNS Number : 7401Q
Instem plc
20 October 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
20 October 2023
INSTEM PLC
Recommended Cash Offer by Ichor Management Limited
Adjournment of the Court Meeting and General Meeting
On 30 August 2023, the board of directors of Ichor Management
Limited (" Bidco "), a newly incorporated company controlled by
funds managed by ARCHIMED SAS, and the board of directors (the "
Board ") 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 "
ARCHIMED Offer ").
The scheme document in respect of the ARCHIMED Offer (the
"Scheme Document") was published and made available to Instem
Shareholders on 25 September 2023. Capitalised terms used but not
otherwise defined in this announcement shall have the meaning given
to them in the Scheme Document.
On 13 October 2023, Bidco announced that the financial terms of
the ARCHIMED Offer, including the Acquisition Price, are final and
will not be increased, except that Bidco reserved the right to
revise the financial terms of the ARCHIMED Offer if (i) there is an
announcement on or after the date of Bidco's 13 October 2023
announcement of a firm offer or a possible offer for Instem by a
third party offeror or potential offeror on more favourable terms
than the Acquisition Price; or (ii) the Takeover Panel otherwise
provides its consent (the "No Increase Statement").
On 18 October 2023 the Board announced its intention to adjourn
the Court Meeting and General Meeting to allow Instem Shareholders
additional time to consider their votes as a result of: (i) the No
Increase Statement, and (ii) following confirmation from the Board
that it had received approaches from five separate third parties
and provided diligence access to each of them, and that each of
them had withdrawn their interest and there were no ongoing
discussions with any third party regarding a potential competing
offer for Instem.
Recommendation
The Board, who has been so advised by Rothschild & Co and
Singer Capital Markets as to the financial terms of the
Acquisition, reaffirms its belief that it considers the terms of
the ARCHIMED Offer to be fair and reasonable as well as its
unanimous recommendation that Instem Shareholders vote to approve
the Scheme at the Court Meeting and vote in favour of the Special
Resolution at the General Meeting.
In addition, and as announced by Instem on 5 October 2023, in
order to help shareholders further understand the background to and
reasons for the Board's unanimous recommendation of the ARCHIMED
Offer, the Board published a short presentation which is available
on the Company's website https://investors.instem.com/ .
The Board further notes, and wishes to draw Instem Shareholders'
attention to, the recommendations to vote in favour of the ARCHIMED
Offer published by two major proxy advisory firms in recent
weeks.
Adjournment of the Court Meeting and General Meeting
The Company confirms that the Court Meeting and the General
Meeting were duly adjourned on 19 October 2023. The adjourned Court
Meeting will now start at 10.00 a.m. on Thursday 2 November 2023
and the adjourned General Meeting will now start at 10.15 a.m. on
Thursday 2 November 2023 (or as soon thereafter as the Court
Meeting shall have concluded or adjourned). The adjourned Court
Meeting and adjourned General Meeting will be held at the offices
of Squire Patton Boggs (UK) LLP, No 1 Spinningfields, 1 Hardman
Square, Manchester, M3 3EB.
Update on voting intentions
The Board confirms that, as at 19 October 2023, it has
visibility over the following votes in favour of the Scheme, with a
breakdown of the sources of such votes set out in Appendix I to
this announcement:
-- 13,375,104 Ordinary Shares (representing approximately 72.3%
of the total votes) in relation to the Scheme to be approved at the
Court Meeting; and
-- 14,344,650 Ordinary Shares (representing approximately 73.7%
of total votes) in relation to the Special Resolution to be
approved at the General Meeting.
Accordingly, while the majority of Instem Shareholders are
supportive of the ARCHIMED Offer, the Scheme must be approved by a
majority in number of the Scheme Shareholders present and voting
(and entitled to vote), either in person or by proxy, at the Court
Meeting representing not less than 75% in value of the Scheme
Shares voted, and the Special Resolution must be approved by a
majority of not less than 75% of the votes cast (in person or by
proxy) at the General Meeting.
Instem Shareholders should note that the instructions as to how
proxy votes should be cast, as well as votes attaching to the
Ordinary Shares that are the subject of a letter of representation,
may be changed at any time until voting on the resolutions have
closed. Accordingly, the final voting position may be different to
that indicated by the votes cast as at 19 October 2023. A further
announcement confirming the final votes cast will be made as soon
as practicable after the conclusion of the Court Meeting and the
General Meeting.
Action to be taken
Forms of proxy in respect of the Court Meeting and the General
Meeting remain valid.
As further detailed in the Scheme Document, to become Effective,
the Scheme will require, among other things, the approval of Scheme
Shareholders at the Court Meeting and the passing of the Special
Resolution at the General Meeting. 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 and reasonable
representation of the opinion of Instem Shareholders.
Instem Shareholders who have not yet done so are therefore
strongly encouraged to sign and return their Forms of Proxy, or
appoint a proxy electronically using CREST (or any other procedure
described in pages 8 to 10 of the Scheme Document), whether or not
they intend to attend the Court Meeting and/or the General Meeting
in person, as soon as possible and in any event by the revised
deadlines set out below (or, in the case of a further adjourned
meeting, not later than 48 hours prior to the time and date set out
for the adjourned meeting).
BLUE 10.00
Forms a.m.
of (London
Proxy time)
for on
the 31
Court October
Meeting 2023
WHITE 10.15
Forms a.m.
of (London
Proxy time)
for on
the 31
General October
Meeting 2023
Instem Shareholders are reminded that completion and return of a
Form of Proxy, or the appointment of a proxy electronically using
CREST (or any other procedure described in the Scheme Document),
will not prevent them from attending, speaking and voting in person
at either the Court Meeting or the General Meeting, or any
adjournment thereof, if they wish and are entitled to do so.
Instem Shareholders who DO NOT wish to change their voting
instructions
Instem Shareholders who have already submitted Forms of Proxy,
or who have appointed a proxy electronically using CREST (or any
other procedure described in pages 8 to 10 of the Scheme Document),
for the Court Meeting and/or the General Meeting and do not wish to
change their voting instructions, need take no further action as
their Forms of Proxy (or proxy appointment by such other procedure
described in pages 8 to 10 of the Scheme Document) will continue to
be valid in respect of the Court Meeting and the General
Meeting.
Instem Shareholders who DO wish to change their voting
instructions
Instem Shareholders who have already submitted Forms of Proxy
for the Court Meeting and the General Meeting and who now wish to
change their voting instructions, or if you have misplaced your
Forms of Proxy, should contact the Shareholder Helpline operated by
Computershare, the Company's registrars, 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 Shareholders who have already appointed a proxy
electronically using CREST (or any other procedure described in
pages 8 to 10 of the Scheme Document), for the Court Meeting and/or
the General Meeting and who now wish to change their voting
instructions are able to do so via CREST or using such other
procedure as was used in respect of the original appointment.
Instem Shareholders should note that Instem does not intend to
publish a revised notice for the adjourned Court Meeting and
adjourned General Meeting. No business may be transacted at the
adjourned Court Meeting or the adjourned General Meeting other than
the business which might properly have been transacted at the Court
Meeting and General Meeting had such adjournments not taken
place.
Timetable update
An updated expected timetable for the Acquisition is set out in
Appendix II to this announcement. Instem will provide a further
update should this timetable change. All times shown are to London
times unless otherwise stated.
Enquiries
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
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.
Further information
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.
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 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.
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.
APPIX I
The voting intention levels set out in this announcement have
been sourced from the following:
Source Court Meeting No. of Votes Percentage
/ General Meeting in Favour of Total Votes
in favour
Votes submitted
by Instem Shareholders
via proxy Court Meeting 9,673,327 52.3%
General Meeting 10,642,873 54.7%
Votes in favour
from irrevocable
undertakings delivered
by Instem Directors
to Bidco, as set
out in the Scheme
Document Court Meeting 2,107,579 11.4%
General Meeting 2,107,579 10.8%
Votes in favour
via letter of
representation
covering Ordinary
Shares held by
current and former
Instem employees,
which are held
via a nominee Court Meeting 1,594,198 8.6%
General Meeting 1,594,198 8.2%
TOTALS Court Meeting 13,375,104 72.3%
General Meeting 14,344,650 73.7%
APPIX II
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
An updated indicative timetable for the Acquisition is set out
below. All times shown are London times unless otherwise stated.
All dates and times are based on Instem's and Bidco's current
expectations and are subject to change. If any of the dates and/or
times in this expected timetable change, the revised dates and/or
times will be notified to Instem Shareholders by announcement
through a Regulatory Information Service of the London Stock
Exchange.
Event Time and/or date
Latest time for lodging Forms of
Proxy for the:
Court Meeting (BLUE form) 10.00 a.m. on 31 October
2023 [1]
General Meeting (WHITE form) 10.15 a.m. on 31 October
2023 [2]
Voting Record Time 6.00 p.m. on 31 October
2023 [3]
Court Meeting 10.00 a.m. on 2 November
2023
General Meeting 10.15 a.m. on 2 November
2023 [4]
The following dates are indicative only and are subject to
change [5]
Sanction Hearing (to sanction the A date expected to fall
Scheme) during the fourth quarter
of 2023 ("T") [6]
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 [7]
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 [8]
[1] It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not later than 10.00 a.m. on 31 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 31
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
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October 20, 2023 02:04 ET (06:04 GMT)
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