REG - Instem plc - Results of Court Meeting and General Meeting

InstemAnnouncement

02/11/2023 14:30

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RNS Number : 2386S  Instem plc  02 November 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

( )

2 November 2023

RECOMMENDED CASH OFFER

by

ICHOR MANAGEMENT LIMITED

(a newly incorporated company controlled by funds managed by ARCHIMED SAS)

for

INSTEM PLC

 

Results of 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 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
"Acquisition"). The Acquisition is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").

The scheme document in respect of the Acquisition was published and made
available to Instem Shareholders on 25 September 2023 (the "Scheme Document").
Capitalised terms used but not otherwise defined in this announcement shall
have the meaning given to them in the Scheme Document.

On 20 October 2023, Instem announced that it had adjourned the Court Meeting
and General Meeting to 2 November 2023 to allow Instem Shareholders additional
time to consider their votes, and set out an expected timetable of principal
events in that announcement (the "Adjournment Announcement").

Results of the Court Meeting and the General Meeting

Instem is pleased to announce that at the Court Meeting and the General
Meeting held earlier today:

·    the requisite majority of Scheme Shareholders voted (either in person
or by proxy) in favour of the resolution to approve the Scheme at the Court
Meeting; and

·    the requisite majority of Instem Shareholders voted (either in person
or by proxy) in favour of the Special Resolution, including approving the
amendment of the Instem Articles, at the General Meeting.

Details of the resolutions passed are set out in the notices of the Court
Meeting and the General Meeting at Parts 9 and 10 (respectively) contained in
the Scheme Document.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting held on
2 November 2023. Each Scheme Shareholder present was entitled to one vote per
Scheme Share held at the Voting Record Time.

 Results of Court Meeting                                                        FOR                   AGAINST               TOTAL

 Number of Scheme Shares voted                                                   16,169,910            5,118,935             21,288,845
 Percentage of Scheme Shares voted((1))                                          75.95%                24.05%                100%
 Number of Scheme Shareholders who voted((2))                                    64                    13                    69((3))
 Percentage of Scheme Shareholders who voted((1)(2))                             92.75%                18.84%                100%((3))
 Number of Scheme Shares voted as a percentage of the Scheme Shares eligible to  70.61%                22.36%                92.97%
 be voted at the Court Meeting((1))

 (1)   Rounded to two decimal places.

 (2)  Where a Scheme Shareholder has cast some of their votes "for" and some
 of their votes "against" the resolution, such Scheme Shareholder has been
 counted as having voted both "for" and "against" the resolution for the
 purposes of determining the number and percentage of Scheme Shareholders who
 voted as set out in this row.

 (3)  The aggregate of Scheme Shareholders voting "for" and "against" the
 resolution as set out in this row exceeds the total number and percentage of
 Scheme Shareholders who voted because 8 registered members gave instructions
 for votes to be cast "for" the resolution in respect of part of their
 holding of Scheme Shares and "against" the resolution in respect of another
 part of their holding of Scheme Shares.

Voting results of the General Meeting

The table below sets out the results of the poll at the General Meeting held
on 2 November 2023. Each Instem Shareholder was entitled to one vote per
Instem Share held at the Voting Record Time.

                                                                               FOR                                        AGAINST                                    TOTAL            WITHHELD((1))    % OF ISC VOTED
 Special Resolution                                                            Number of votes  Percentage of votes((2))  Number of votes  Percentage of votes((2))  Number of votes  Number of votes  Percentage of Issued capital
 Approval of implementation of the Scheme, including amendments to the Instem  16,252,860       76.05%                    5,118,935        23.95%                    21,371,795       831              93.33%
 Articles

 (1)   A vote withheld is not a vote in law and is not counted in the
 calculation of the proportion of votes "for" or "against" the Special
 Resolution.

 (2)   Rounded to two decimal places.

 

The total number of Instem Shares in issue at the Voting Record Time was
22,899,433. The Company does not hold any ordinary shares in treasury.
Therefore, the total number of voting rights in Instem at the Voting Record
Time was 22,899,433.

Acquisition Conditions

The outcome of the Court Meeting and General Meeting means that Conditions
2(a) and (b) (as set out in Part A of Part 3 of the Scheme Document) have been
satisfied. The Scheme remains subject to certain other Conditions, including:
(i) the Secretary of State confirming that no further action will be taken in
relation to the Acquisition pursuant to the NSIA (as set out in Part 3, Part
A, paragraph 3(a) of the Scheme Document); (ii) the satisfaction (or, where
applicable, waiver) of the remaining general Conditions set out in Part 3 of
the Scheme Document; (iii) the Court sanctioning the Scheme; and (iv) the
Court Order being duly delivered to the Registrar of Companies.

Subject to the satisfaction of these Conditions, it is the current intention
of the Company to seek the Court's sanction of the Scheme on 16 November 2023,
at a hearing to be held in The Royal Courts of Justice and the Scheme is
expected to become effective on 20 November 2023.

If all the Conditions have not been satisfied before 16 November 2023 the
expected timetable of principal events is likely to change, and Instem will
make a further announcement regarding the expected timetable for the
implementation of the Scheme.

Expected Timetable of Principal Events

An updated expected timetable for the Acquisition is set out in Appendix I to
this announcement. Instem will provide a further update should this timetable
change. All times shown are to London times unless otherwise stated.

A further announcement will be made by Instem following satisfaction of the
NSIA Condition and the satisfaction (or, where applicable, waiver) of the
remaining general Conditions set out in Part 3 of the Scheme Document.

 

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 (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 (http://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.

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.

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 I

 

 Event                                                                     Time and/or date
 The following dates are indicative only and are subject to change 1 
 Sanction Hearing (to sanction the Scheme)                                 16 November 2023 2  (#_ftn2)
 Last day of dealings in, and for the registration of transfers of, and    17 November 2023
 disablement in CREST of, Instem Shares
 Scheme Record Time                                                        6.00 p.m. on 17 November 2023
 Suspension of dealings in Instem Shares on AIM                            by 7.30 a.m. on 20 November 2023
 Effective Date                                                            20 November 2023 3  (#_ftn3)
 Cancellation of admission to trading of Instem Shares on AIM              by 7.00 a.m. on 21 November 2023
 Latest date for dispatch of cheques, and crediting of CREST accounts and  4 December 2023
 processing electronic transfers due under the Scheme
 Long Stop Date                                                            29 February 2024 4  (#_ftn4)

 

 1  (#_ftnref1)              These dates are indicative only and
will depend, among other things, on the date upon which: (i) the NSIA
Condition is satisfied; (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.

 2  (#_ftnref2)              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.

 3  (#_ftnref3)              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.

 4  (#_ftnref4)              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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