Publication of Scheme Document
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
FOR IMMEDIATE RELEASE
25 September 2023
RECOMMENDED CASH OFFER
by
ICHOR MANAGEMENT LIMITED
(a newly incorporated company controlled by funds managed by ARCHIMED SAS)
for
INSTEM PLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Publication of Scheme Document
On 30 August 2023, the board of directors of Ichor Management Limited ("Bidco") 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 board of Instem is now providing the following update on the Acquisition, which will be implemented by means of a Court-sanctioned scheme of arrangement between Instem and relevant Instem shareholders under Part 26 of the Companies Act 2006 (the "Scheme").
Capitalised terms used in this announcement shall, unless otherwise defined, have the meanings set out in Part 8 of the Scheme Document (as defined below).
Publication and posting of the Scheme Document
The board of Instem is pleased to announce that it has today published a circular in relation to the Scheme (the "Scheme Document"), together with the Forms of Proxy for the Court Meeting and the General Meeting. The Scheme Document sets out, amongst other things, a letter from the Chairman of Instem, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Instem Shareholders.
Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting and the General Meeting are being posted today to Instem Shareholders and, for information only, to persons with information rights. Instem will also be sending details of the proposals being made to holders of the Awards. Copies of the Scheme Document and Forms of Proxy will also be made available on Instem's website at https://investors.instem.com and Bidco's website at www.Ichor-offer.com later today.
Notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, to become Effective, the Scheme requires, among other things, that the requisite majority of Scheme Shareholders vote in favour of the Scheme at the Court Meeting (or any adjournment of the Court Meeting) and that the requisite majority of Instem Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting. The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms set out in the Scheme Document, including (amongst other things) the NSIA Condition. The Scheme must also be sanctioned by the Court.
Notices convening the Court Meeting and the General Meeting, each of which will be held at the offices of Squire Patton Boggs (UK) LLP, No 1 Spinningfields, 1 Hardman Square, Manchester, M3 3EB, are set out in the Scheme Document. The Court Meeting will start at 10.00 a.m. on 19 October 2023 (London time) and the General Meeting at 10.15 a.m. on 19 October 2023 (London time) (or as soon as reasonably practicable thereafter as the Court Meeting shall have been concluded or adjourned). Forms of Proxy for use at such meetings will be enclosed with the Scheme Document. ). Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and Instem Shareholders before the relevant meeting through Instem's website at https://investors.instem.com and Bidco's website at www.Ichor-offer.com, and by announcement through a Regulatory Information Service.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of Scheme Shareholders. Scheme Shareholders are therefore strongly urged to complete and return their Forms of Proxy, or to appoint a proxy through CREST or electronically as soon as possible. Doing so will not prevent you from attending, speaking and voting in person at the Meetings if you wish and are entitled to do so.
Scheme Shareholders should read the Scheme Document in its entirety before making a decision in respect of the Scheme.
Recommendation
The Instem Directors, who have been so advised by Rothschild & Co and Singer Capital Markets as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Instem Directors, Rothschild & Co and Singer Capital Markets have taken into account the commercial assessments of the Instem Directors. Rothschild & Co and Singer Capital Markets are jointly providing independent financial advice to the Instem Directors for the purposes of Rule 3 of the Code. Singer Capital Markets is also the Company's nominated adviser.
Accordingly, in order to implement the Acquisition, the Instem Directors recommend unanimously that Instem Shareholders vote to approve the Scheme at the Court Meeting and vote in favour of the Special Resolution at the General Meeting as those Instem Directors who hold a beneficial interest in Instem Shares have irrevocably undertaken to do (or procure to be done) in respect of their own (and their connected persons') beneficial holdings of Instem Shares (in a personal capacity or through a nominee or related family trust).
Instem share plans
The Scheme will apply to any Instem Shares which are unconditionally allotted, issued, or transferred before the Scheme Record Time to satisfy the vesting and/or exercise of outstanding awards over Instem Shares under the Instem Share Plans.
It is proposed to amend the Instem Articles at the General Meeting to provide that, if the Scheme becomes Effective, any Instem Shares issued to any person other than Bidco and/or its nominees after the Scheme Record Time (including in satisfaction of the exercise or vesting of Awards under the Instem Share Plans) will be automatically transferred to, or to the order of, Bidco on the same terms as the Scheme Shareholders under the Scheme in exchange for the provision by Bidco of the same consideration payable per Instem Share under the Scheme. Further information in respect of the proposed amendments to the Instem Articles is contained in paragraph 10.3 of Part 2 of the Scheme Document and in the Notice of General Meeting at Part 10
Delisting and cancellation of admission to trading of Instem Shares
Before the Scheme becomes Effective, it is intended that an application will be made to the London Stock Exchange for the cancellation of trading of the Instem Shares on AIM, to take effect shortly after the Effective Date. The last day of dealings in, and registration of transfers of, Instem Shares on AIM is expected to be the Business Day immediately after the Sanction Hearing.
On the Effective Date, share certificates in respect of Instem Shares will cease to be valid and entitlements to Instem Shares held within the CREST system will be cancelled. Instem Shareholders shall be required to return share certificates to Instem or destroy them following the Effective Date.
It is intended that, following the Effective Date and after its shares are delisted, Instem will be re-registered as a private limited company under the relevant provisions of the Companies Act.
Timetable
The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this announcement. The Scheme remains conditional on the approval of Scheme Shareholders at the Court Meeting and of Instem Shareholders of the Special Resolution to be proposed at the General Meeting and to the satisfaction or waiver of the other Conditions set out in the Scheme Document. The Scheme is expected to become Effective two Business Days after the Court Hearing. Any update to the expected timetable will be announced by Instem through a Regulatory Information Service, with such announcement being made available on Instem's website at https://investors.instem.com and Bidco's website at www.Ichor-offer.com.
Shareholder helpline
If you have any questions relating to the Scheme Document, the Court Meeting or the General Meeting or the completion and return of your Forms of Proxy, please contact the Shareholder Helpline operated by Computershare by calling 0370 703 6041 (or +44 (0)370 703 6041 if calling from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The Shareholder Helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note the Shareholder Helpline cannot provide advice on the merits of the Acquisition or the Scheme nor give any financial, investment, legal or tax advice.
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
ARCHIMED SAS
Vincent Guillaumot Tel: +33 4 81 11 35 33
Brian Sheridan
Sandrine Laporte
Moelis & Company UK LLP (Financial Adviser to ARCHIMED and Bidco)
Philippe Gallone Tel: +44 (0) 20 7634 3500
Chris Raff
François Saint-Lo
Simon Chaudhuri
Latham & Watkins (London) LLP are retained as legal adviser to ARCHIMED and Bidco.
Squire Patton Boggs (UK) LLP are retained as legal adviser to Instem.
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.
Moelis, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for ARCHIMED and Bidco and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than ARCHIMED and Bidco for providing the protections afforded to clients of Moelis, nor for providing advice in relation to the acquisition of Instem or any other matters referred to in this Announcement. Neither Moelis nor any of its 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 Moelis in connection with this Announcement, any statement contained in this Announcement, the acquisition of Instem or otherwise.
Further information
This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through and on the terms set out in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document) and the accompanying Forms of Proxy, which contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote, approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document). Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched.
This Announcement does not constitute a prospectus or prospectus exempted document.
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.
Overseas shareholders
This Announcement has been prepared for the purpose of complying with English law, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Instem Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Instem Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.
Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to any shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation or tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial information of, or the accounting standards applicable to, US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder, if applicable. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Instem outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act. It may be difficult for a US-based investor to enforce his or her rights and any claim he or she may have arising under US securities laws, since the Scheme relates to the shares of a company located in the UK, and some or all of its officers and directors may be residents of non-US jurisdictions. A US-based investor may not be able to sue a company located in the UK, or its officers or directors, in a foreign court for alleged violations of US securities laws, and it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment.
Forward-looking statements
This Announcement, oral statements made regarding the Acquisition, and other information published by Instem, Bidco and ARCHIMED may contain certain "forward-looking statements" with respect to Instem, Bidco and ARCHIMED. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include, for example, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies of ARCHIMED and/or Bidco and the expansion and growth of Instem and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Instem.
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of ARCHIMED, Bidco or Instem, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to ARCHIMED, Bidco or Instem or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. None of ARCHIMED, Bidco or Instem assume any obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.
No profit forecasts, estimates or qualified benefits statements
No statement in this Announcement is intended as a profit forecast or estimate for ARCHIMED, Bidco or Instem in respect of any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per Instem Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per Instem Share.
Right to switch to a Takeover Offer
Subject to the terms of the Co-operation Agreement, Bidco reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Instem as an alternative to the Scheme. In such an event, the Takeover Offer will be made in accordance with the terms and conditions set out in this Announcement which would apply to the Scheme (with any modifications or amendments to such terms and conditions as may be required by the Takeover Panel or which are necessary as a result of Bidco's election to implement the Acquisition by way of a Takeover Offer), in accordance with the Co-operation Agreement and subject to the amendment referred to in Appendix I to this Announcement.
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 and on Bidco's website at www.Ichor-offer.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.
Requesting hard copies
In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Instem's registrar, Computershare Investor Services PLC during business hours (8.30 a.m. to 5.30 p.m.) on +44 (0)370 703 6041 or by submitting a request in writing to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS13 8AE. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
Electronic communications - information for Instem Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Instem Shareholders, persons with information rights and other relevant persons for the receipt of communications from Instem may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
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.
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, 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.
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
Expected Timetable of Principal Events
|
Event |
Time and/or date |
|
Publication of the Scheme Document |
25 September 2023 |
|
Latest time for lodging Forms of Proxy for the: |
|
|
Court Meeting (BLUE form) |
10.00 a.m. on 17 October 2023¹ |
|
General Meeting (WHITE form) |
10.15 a.m. on 17 October 2023² |
|
Voting Record Time |
6.00 p.m. on 17 October 2023³ |
|
Court Meeting |
10.00 a.m. on 19 October 2023 |
|
General Meeting |
10.15 a.m. on 19 October 2023⁴ |
|
The following dates are indicative only and are subject to change⁵ |
|
|
Sanction Hearing (to sanction the Scheme) |
A date expected to fall during the fourth quarter of 2023 ("T")⁶ |
|
Last day of dealings in, and for the registration of transfers of, and disablement in CREST of, Instem Shares |
T + 1 Business Day |
|
Scheme Record Time |
6.00 p.m. on T + 1 Business Day |
|
Suspension of dealings in Instem Shares on AIM |
by 7.30 a.m. on T + 2 Business Days |
|
Effective Date |
T + 2 Business Days⁷ |
|
Cancellation of admission to trading of Instem Shares on AIM |
by 7.00 a.m. on T + 3 Business Days |
|
Latest date for dispatch of cheques, and crediting of CREST accounts and processing electronic transfers due under the Scheme |
within 14 days of the Effective Date |
|
Long Stop Date |
29 February 2024⁸ |
Notes
1. It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 10.00 a.m. on 17 October 2023 or, if the Court Meeting is adjourned, 48 hours prior to the time and date set for any adjourned Court Meeting (excluding any part of such 48-hour period falling on a non-working day). If the BLUE Form of Proxy for the Court Meeting is not returned by such time, it may be handed to a representative of Computershare, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting before the taking of the poll at the Court Meeting (or any adjournment of it) and it will be valid.
2. In order to be valid, the WHITE Forms of Proxy for the General Meeting must be lodged not later than 10.15 a.m. on 17 October 2023 or, if the General Meeting is adjourned, 48 hours prior to the time and date set for any adjourned General Meeting (excluding any part of such 48-hour period falling on a non-working day).
3. If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the date which is two Business Days prior to the date set for such adjourned Meeting.
4. General Meeting to commence at 10.15 a.m. or as soon thereafter as the Court Meeting shall have concluded or adjourned.
5. These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (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.
6. 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.
7. 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.
8. 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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