Offer Update

RNS Number : 5506Z

Sagentia Group PLC

21 July 2008

 



SAGENTIA GROUP PLC ('Sagentia' or the 'Company')

21 July 2008

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

OFFER UPDATE

Sagentia (AIM:SAG.L) announces that, as at 5.00 p.m. on 18 July 2008, it had received further valid acceptances of the Offer in respect of 8,482,577 Sagentia Switzerland Shares, representing approximately 3.9 per cent. of the shares subject to the Offer and bringing total acceptances under the Offer to approximately 97.6 per cent.

Application has been made for the admission to trading on AIM of 848,259 new Sagentia Shares of 1 pence (Shares'), and dealings are excepted to commence in the new Shares on 25 July 2008.

As a result, the Offer by Sagentia for Sagentia Switzerland is now wholly unconditional. The Offer will remain open for acceptance until further notice. At least 14 days' notice will be given if Sagentia decides to close the Offer.

At Admission, Sagentia shall own 97.6 per cent. of Sagentia Switzerland.

DELISTING OF SAGENTIA GROUP AG ('Sagentia Switzerland')

On 8 July 2008 Sagentia declared the Offer wholly unconditional.

Sagentia Switzerland has applied to the Financial Services Authority for the listing of Sagentia Switzerland Shares on the Official List to be cancelled and to the London Stock Exchange for the admission to trading of Sagentia Switzerland Shares to be cancelled. It is anticipated that the cancellation of the listing of Sagentia Switzerland Shares on the Official List and the cancellation of the admission to trading of Sagentia Switzerland Shares on the London Stock Exchange will take effect shortly after 5 August 2008, being 20 business days following the 8 July 2008 announcement.

Sagentia Switzerland Shareholders who do not accept the Offer will not receive new Sagentia Shares but will remain holders of Sagentia Switzerland Shares. As a result of the delisting, Sagentia Switzerland Shareholders who take no action will remain holders of shares in an unquoted Swiss registered company and the liquidity and marketability of their Sagentia Switzerland Shares will, as a result, be greatly reduced.

Terms used in this announcement have the same meaning given to them in the Offer Document.

TOTAL VOTING RIGHTS

In accordance with the FSA's Disclosure and Transparency Rules, the Company notifies that following Admission the Company's issued share capital shall consists of 21,077,656 ordinary shares with a nominal value of 1p each, with voting rights. The Company does not hold any ordinary shares in Treasury.

The above figure of 21,077,656 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Service Authority's Disclosure and Transparency Rules.

Enquiries:

Sagentia Group PLC and Sagentia Group AG:

Dr Alistair Brown                                                  [phone]

Guy McCarthy 

Arbuthnot Securities:

John Prior                                                             [phone]

Antonio Bossi

This announcement does not constitute, or form any part of, an offer or an invitation to purchase any securities.

This announcement does not constitute an offer of, or the solicitation of any offer to buy or sell, any securities in Sagentia or Sagentia Switzerland to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful. The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

Arbuthnot, which is a member of the London Stock Exchange and is authorised and regulated by the Financial Services Authority, is acting as nominated adviser to Sagentia and as financial adviser and broker to Sagentia Switzerland and Sagentia in connection with the Offer and Admission. Arbuthnot is acting exclusively for the Company and Sagentia Switzerland and no-one else. It will not be responsible to anyone other than the Company and Sagentia Switzerland for providing the protections afforded to customers of Arbuthnot or for advising any other person in relation to the subject matter or contents of this announcement.

 

END

 

 

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