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
11 October 2018
ACQUISITION
of
Abzena plc
by
Astro BidCo Limited
A company wholly-owned by WCAS XII-Astro, L.P.
Scheme of Arrangement ("the Scheme") becomes Effective
The Boards of Abzena plc ("Abzena") and Astro BidCo Limited ("BidCo") are pleased to announce that, further to the announcement on Wednesday 10 October 2018 by Abzena that the Court had sanctioned the Scheme, the Court Order has been delivered to the Registrar of Companies today and accordingly the Scheme has become effective in accordance with its terms.
As previously advised, trading in Abzena Shares on AIM was suspended with effect from 7.30 a.m. today and the cancellation of trading of the Abzena Shares on AIM is expected to take place at 7.00 a.m. on 12 October 2018.
A Scheme Shareholder on the register of members of Abzena at 6.00 p.m. on Thursday 11 October 2018 will be entitled to receive
Full details of the Acquisition are set out in the scheme document dated 10 September 2018 (the "Scheme Document"). Defined terms used but not defined in this announcement have the same meanings set out in the Scheme Document.
The Company is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.
END
Enquiries:
Abzena plc Ken Cunningham (Chairman) John Burt (Chief Executive Officer) |
+44 (0) 1223 903 498 |
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BidCo and WCAS Jonathan M. Rather |
+1 (212) 893 9500 |
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N+1 Singer (Nominated adviser and broker to Abzena plc) Aubrey Powell Ben Farrow |
+44 (0) 20 7496 3000 |
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Peel Hunt LLP (financial adviser to BidCo) |
+44 (0) 20 7418 8900 |
Christopher Golden Michael Nicholson James Steel Oliver Jackson |
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Instinctif Partners Melanie Toyne Sewell Rozi Morris Alex Shaw |
+44 (0) 20 7457 2020
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IMPORTANT NOTICES
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised and regulated by the Financial Conduct Authority in the
Peel Hunt LLP, which is authorised and regulated in the
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 an invitation to subscribe for or purchase any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law.
Overseas jurisdictions
The release, publication or distribution of this Announcement in or into jurisdictions other than the
Neither this Announcement nor any of the documents relating to the Acquisition form or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This Announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange, 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 of
Further details in relation to Abzena Shareholders located in overseas jurisdictions are contained in the Scheme Document.
Publication on website and availability of hard copies
Pursuant to Rule 26.1 of the Code, a copy of this Announcement, will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on Abzena's website at www.abzena.com by no later than 12 noon (
Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement and/or any document incorporated by reference into this Announcement, free of charge. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Acquisition should be sent by the party which publishes it in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website publication, a hard copy of this Announcement will not be sent unless so requested, by contacting N+1 Singer, One Bartholomew Lane,
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the