Closing of the Offer
September 24 2009 - 2:00AM
UK Regulatory
TIDMCEL TIDMOIG TIDMNAS
RNS Number : 5762Z
Celsis International PLC
24 September 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.
Recommended all cash offer
for
CELSIS INTERNATIONAL PLC
by
KBC PEEL HUNT LTD
on behalf of
NASTOR INVESTMENTS LIMITED
Closing of the Offer
The board of Nastor Investments is pleased to announce that as at 1.00 p.m. on
23 September 2009, Nastor Investments either owned or had received valid
acceptances in respect of, in aggregate, 20,843,603 Celsis Shares, carrying
approximately 95.2 per cent. of voting rights attached to the existing issued
share capital of Celsis.
Having now acquired in excess of 90 per cent. of the value of the shares to
which the Offer relates, Nastor Investments will proceed to acquire compulsorily
any remaining Celsis Shares from shareholders who have not accepted the Offer.
The Offer will remain open until 5.00 p.m. on 2 October 2009. It will not be
extended thereafter and will therefore no longer be open for acceptance after
such date.
Acceptance Levels
As at 1.00 p.m. (London time) on 23 September 2009, valid acceptances of the
Offer had been received in respect of 15,519,786 Celsis Shares, representing
approximately 70.9 per cent. of the existing issued share capital of Celsis.
This total includes valid acceptances in respect of:
(a) 2,807,719 Celsis Shares, representing approximately 12.8 per cent of
the existing issued share capital of Celsis, for which Nastor Investments had
received irrevocable undertakings to accept the Offer (including from the Celsis
Directors in respect of 219,335 Celsis Shares, in aggregate, representing
approximately 1.0 per cent. of the existing issued share capital of Celsis); and
(b) 1,336,150 Celsis Shares, representing approximately 6.1 per cent. of the
existing issued share capital of Celsis, for which Nastor Investments had
received non-binding letters of intent to accept the Offer.
Further details of the terms of the irrevocable undertakings and letters of
intent are set out in the Offer Document.
In addition to the acceptances referred to above, Nastor Investments has
acquired, in aggregate, 972,924 Celsis Shares, representing approximately 4.4
per cent. of the existing issued share capital of Celsis in the market at the
Offer Price since the Offer Document was posted on 10 August 2009. Nastor
Investments has acquired the Celsis Shares held by the NAV Funds, comprising in
aggregate 4,350,893 Celsis Shares, representing approximately 19.9 per cent of
the existing issued share capital of Celsis.
Accordingly, as at 1.00 p.m. (London Time) on 23 September 2009, Nastor
Investments either owned or had received valid acceptances in respect of, in
aggregate, 20,843,603 Celsis Shares, carrying approximately 95.2 per cent of
voting rights attached to the existing issued share capital of Celsis.
Cancellation of Listing and Re-registration as a Private Limited Company
As announced on 9 September 2009, Celsis has applied for the cancellation of the
listing of Celsis Shares on the Official List and the admission to trading of
Celsis Shares on the London Stock Exchange in accordance with the Listing Rules
and the rules of the London Stock Exchange. It is anticipated that cancellation
of the Celsis listing and admission to trading will take effect on or about 8
October 2009. It is also anticipated that, after the cancellation of admission,
Celsis will be re-registered as a private company under the relevant provisions
of the Companies Act.
The delisting of Celsis Shares will significantly reduce the liquidity and
marketability of any Celsis Shares not assented to the Offer at that time. In
this event there may be no future market for Celsis Shareholders to realise
their investment in Celsis. There is no guarantee that any dividends or other
distributions would be made by Celsis and therefore Celsis Shareholders may not
receive any return from their investment.
Compulsory Acquisition
Having acquired in excess of 90 per cent. in value of the shares to which the
Offer relates and not less than 90 per cent. of the voting rights carried by
those shares, Nastor Investments will now proceed to apply the provisions of
sections 979 to 982 (inclusive) of the 2006 Act to acquire compulsorily any
remaining Celsis Shares from shareholders who have not accepted the Offer.
To Accept the Offer
Acceptance of the Offer by Celsis Shareholders who have not yet accepted the
Offer and who hold Celsis Shares in certificated form (that is, not in CREST)
are encouraged to complete, sign and return the Form of Acceptance, together
with share certificates and/or other documents of title, by hand (during normal
business hours) or by post to Capita Registrars, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible. Celsis
Shareholders who hold Celsis Shares in uncertificated form (that is, in CREST)
are encouraged to accept the Offer electronically through CREST in accordance
with the instructions in the Offer Document as soon as possible.
Full details of how to accept the Offer in respect of certificated and
uncertificated Celsis Shares are set out in the Offer Document and, in the case
of certificated Celsis Shares, the accompanying Form of Acceptance. 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.
Terms used in this announcement shall have the meaning given to them in the
Offer Document dated 10 August 2009, unless the context requires otherwise.
PRESS ENQUIRIES
For further information contact:
+-----------------------------------------+-----------------------------------+
| Nastor Investments Limited | 020 7747 5678 |
+-----------------------------------------+-----------------------------------+
| Jeremy Brade | |
+-----------------------------------------+-----------------------------------+
| Timothy Sturm | |
+-----------------------------------------+-----------------------------------+
+-----------------------------------------+-----------------------------------+
| KBC Peel Hunt (Financial Adviser to | 020 7418 8900 |
| Nastor Investments) | |
+-----------------------------------------+-----------------------------------+
| Richard Kauffer | |
+-----------------------------------------+-----------------------------------+
| Daniel Harris | |
| Simon Brown | |
+-----------------------------------------+-----------------------------------+
| | |
+-----------------------------------------+-----------------------------------+
| Celsis | 020 7831 3133 |
+-----------------------------------------+-----------------------------------+
| Jay LeCoque | |
+-----------------------------------------+-----------------------------------+
| Christian Madrolle | |
+-----------------------------------------+-----------------------------------+
| | |
+-----------------------------------------+-----------------------------------+
| Nomura Code (Financial Adviser to | 020 7776 1200 |
| Celsis) | |
+-----------------------------------------+-----------------------------------+
| Chris Collins | |
+-----------------------------------------+-----------------------------------+
| Phil Walker | |
+-----------------------------------------+-----------------------------------+
| Giles Balleny | |
+-----------------------------------------+-----------------------------------+
| | |
+-----------------------------------------+-----------------------------------+
| Financial Dynamics (PR Adviser to | 020 7831 3133 |
| Celsis) | |
+-----------------------------------------+-----------------------------------+
| Jonathan Birt | |
+-----------------------------------------+-----------------------------------+
| Susan Quigley | |
+-----------------------------------------+-----------------------------------+
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 Holding
and Nastor Investments and no one else in connection with the Offer and will not
be responsible to any person other than Nastor Holding and 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 which
Nastor Investments sent to Celsis Shareholders and, for information only, to
holders of options under the Celsis Share Schemes on 10 August 2009.
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 is being 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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