Rule 2.4 - Stem Cell Sciences

RNS Number : 7418J

Stem Cell Sciences plc

08 December 2008

 



Stem Cell ScienceS 

("Stem Cell Sciences", "SCS", "the Company")

Offer Period

8th December 2008

Further to the announcement made by Stem Cell Sciences plc (AIM:STEM, ASX:STC) on 25th November 2008, the Company is still in discussions with a number of third parties about various options, including possible refinancing, divestiture of certain operations and/or merger opportunities of the Company, which may include an offer for the Company.

There can be no certainty that any of the above transactions will proceed or that an offer will be made for the Company or as to the terms on which any such offer might be made. 

As a result of this announcement the Company is now in an Offer Period under the rules of the Takeover Code.

For further information, please contact:

Stem Cell Sciences plc (United Kingdom)

Alastair Riddell, CEO

Giorgio Reggiani, Chief Financial Officer

[phone]

Stem Cell Sciences pty ltd (Australia)

Paul Bello, Operations Manager

[phone]

Citigate Dewe Rogerson (United Kingdom)
Mark Swallow / Emma Palmer Foster / Amber Bielecka
[phone]

Talk Biotech (Australia)

Fay Weston, Director

[phone]

Daniel Stewart & Company (United Kingdom)

Simon Leathers / Oliver Rigby

[phone]

About Stem Cell Sciences plc

Stem Cell Sciences (SCS) is an international research and development company focusing on the commercial application of stem cell biology technologies for drug discovery and regenerative medicine research. Stem Cell Sciences is now focussing on building revenues through the sale of products, collaborative research and licensing deals with international biotechnology and pharmaceutical companies.

Stem Cell Sciences has a substantial portfolio of patents and patent applications in both adult and embryonic stem cell fields. The Company has been active in the stem cell research field since 1994, principally focused on technologies to grow, differentiate, and purify adult and embryonic stem cells. These include technologies to permit the generation of highly purified stem cells and their differentiated progeny (specialised tissue cell types) for use in genetic, pharmacological and toxicological screens. Moreover, these technologies may be able to provide pure populations of appropriate cell types for transplantation therapies in the future.

The Company has its main research base and headquarters in Cambridge, UK with a second research base in Monash near Melbourne, Australia and a business development office in San Francisco, USA.

For further information on the company please visit:  www.stemcellsciences.com.

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that it has 33,516,149 ordinary shares of 1p each in issue and admitted to trading on the London Stock Exchange under UK ISIN code GB00B0BZYL27.

Dealing Disclosure Requirements:

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of the Company, 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 the Company, 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 the Company by the Company, or by any of its respective "associates", must be disclosed by no 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 Takeover 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.

 

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