Offer and Trading Update
August 25 2009 - 2:01AM
UK Regulatory
TIDMCEL TIDMNAS TIDMOIG
RNS Number : 9337X
Celsis International PLC
25 August 2009
Stock Exchange announcement
FOR release: 7.00am - Tuesday 25 August 2009
Not for release, publication or distribution in whole or in part in or into or
from the United States, Canada, Australia or Japan or any other jurisdiction
where it is unlawful to do so.
CELSIS INTERNATIONAL PLC
("Celsis" or the "Company")
Offer AND TRADING update
Celsis International plc today provides an update regarding the Offer for the
whole of its issued and to be issued share capital not already owned by the NAV
Funds announced on 3rd August 2009.
The Company notes recent speculation and confirms that it has not been
approached nor received any third party offer since the announcement of the
Offer made by KBC Peel Hunt Ltd on behalf of Nastor Investments Limited on 3
August 2009.
The Company also announces that trading conditions have remained challenging in
July as well as August and revenues have continued to be significantly behind
budget and behind last year, mostly due to the slowdown of the In Vitro
Technologies Division.
The Board of Nastor Investments Limited has reviewed the latest trading
performance of the Company and has confirmed that under no circumstances will
the terms of their Offer be subject to change, particularly in consideration of
the recent weakening of the US Dollar (the predominant trading currency of the
Company) against Sterling since the initial approach.
The Celsis Directors reiterate their recommendation to Celsis Shareholders to
accept the Offer as they have themselves irrevocably undertaken to do.
Shareholders are reminded that the first closing date for acceptance of the
Offer is 1.00 p.m. (London time) on 2 September 2009.
Capitalised terms used but not defined in this announcement have the same
meanings as set out in the announcement dated 3 August 2009.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will
be published on the following websites:
www.navalue.co.uk/site/literature/NASTOR/ and
www.celsis.com/about-our-company/news-room/financial-news/2009/.
Details of how to accept the offer are detailed below in Appendix I.
This announcement has been made with the approval of Nastor Investments Limited.
+-----------------------------------------+-----------------------------------+
| Enquiries: | |
+-----------------------------------------+-----------------------------------+
| Nastor Investments Limited | +44 (0) 20 7747 5678 |
+-----------------------------------------+-----------------------------------+
| Jeremy Brade | |
+-----------------------------------------+-----------------------------------+
| Timothy Sturm | |
+-----------------------------------------+-----------------------------------+
+-----------------------------------------+-----------------------------------+
| KBC Peel Hunt (Financial Adviser to | +44 (0) 20 7418 8900 |
| Nastor Investments) | |
+-----------------------------------------+-----------------------------------+
| Richard Kauffer | |
+-----------------------------------------+-----------------------------------+
| Daniel Harris | |
+-----------------------------------------+-----------------------------------+
| Simon Brown | |
+-----------------------------------------+-----------------------------------+
| | |
+-----------------------------------------+-----------------------------------+
| Celsis | +44 (0) 1223 598 428 |
+-----------------------------------------+-----------------------------------+
| Jay LeCoque | |
+-----------------------------------------+-----------------------------------+
| Christian Madrolle | |
+-----------------------------------------+-----------------------------------+
| | |
+-----------------------------------------+-----------------------------------+
| Nomura Code (Financial Adviser to | +44 (0) 20 7776 1200 |
| Celsis) | |
+-----------------------------------------+-----------------------------------+
| Chris Collins | |
+-----------------------------------------+-----------------------------------+
| Phil Walker | |
+-----------------------------------------+-----------------------------------+
| Giles Balleny | |
+-----------------------------------------+-----------------------------------+
| | |
+-----------------------------------------+-----------------------------------+
| Financial Dynamics (PR Adviser to | +44 (0) 20 7831 3113 |
| Celsis) | |
+-----------------------------------------+-----------------------------------+
| Jonathan Birt | |
+-----------------------------------------+-----------------------------------+
| Susan Quigley | |
+-----------------------------------------+-----------------------------------+
APPENDIX I
To accept the Offer for Celsis Shares held in certificated form, Celsis
Shareholders should complete, sign and return the Form of Acceptance, which
accompanies the Offer Document, in accordance with the instructions contained
therein and set out in the Offer Document.
To accept the Offer for Celsis Shares held in uncertificated form (that is, in
CREST), Celsis Shareholders should follow the procedure for electronic
acceptance through CREST in accordance with the instructions set out in the
Offer Document.
Copies of the Offer Document and Form of Acceptance will be available from the
offices of Capita Registrars, Corporate Actions, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU. The Offer Document may also be obtained from the
website of Celsis,
http://www.celsis.com/investor-relations/offer-and-applications/.
For assistance relating to the Offer, please telephone Capita Registrars on 0871
664 0321 from within the UK or on + 44 20 8639 3399 if calling from outside the
UK. Calls to the 0871 664 0321 number cost 10 pence per minute from a BT
landline. Other network providers' costs may vary. Lines are open 9.00 am to
5.00 pm (London time) Monday to Friday (except UK public holidays). Calls to the
helpline from outside the UK will be charged at the applicable international
rate. Different charges may apply to calls from mobile telephones and calls may
be recorded and randomly monitored for security and training purposes. The
helpline cannot provide advice on the merits of the Proposals nor give any
financial, legal or tax advice.
MISCELLANEOUS
KBC Peel Hunt Ltd ("KBC Peel Hunt") which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting for Nastor
Investments and no one else in connection with the Offer and will not be
responsible to any person other than Nastor Investments for providing the
protections afforded to clients of KBC Peel Hunt or for providing advice in
relation to the Offer, the content of this announcement or any matter referred
to herein.
Nomura Code Securities Limited ("Nomura Code"), which is authorised and
regulated by the Financial Services Authority in the United Kingdom, is acting
for Celsis and no one else in connection with the Offer and will not be
responsible to any person other than Celsis for providing the protections
afforded to clients of Nomura Code or for providing advice in relation to the
Offer, the content of this announcement or any matter referred to herein.
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities. Any response to the Offer should be
made only on the basis of information referred to in the Offer Document.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction in which they
are located. Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction. Any failure
to comply with these requirements may constitute a violation of the securities
laws at any such jurisdiction. Further details in relation to overseas
shareholders are contained in the Offer Document.
The Offer referred to in this announcement is not being made available directly
or indirectly, in, into or by use of the mails of, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) or interstate or foreign commerce of, or any facilities of a
nationals securities exchange of, the United States, Canada, Australia or Japan
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction. This announcement does not constitute an
offer in the United States, Canada, Australia or Japan or any such other
jurisdiction and the Offer will not be made available by any such use, means,
instrumentality or facilities or otherwise from or within the United States,
Canada, Australia or Japan or any such other jurisdiction. Accordingly this
announcement is not being, and should not be, mailed, transmitted or otherwise
distributed, in whole or in part, in or into or from the United States, Canada,
Australia or Japan or any such other jurisdiction.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Celsis, all "dealings" in any "relevant securities" of that
company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of Celsis,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Celsis by Nastor Investments or by any of its "associates", must
be disclosed by not later than 12.00 noon (London time) on the London business
day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel on telephone
number +44(0)20 7382 9062 or fax number +44(0)20 7638 1554.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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