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 OF SUCH JURISDICTION
For immediate release
5 NOVEMBER 2018
RECOMMENDED CASH ACQUISITION
of
Sinclair Pharma plc ("Sinclair ")
by
Huadong Medicine Aesthetics Investment (HongKong) Limited ("Huadong")
(a newly incorporated company indirectly wholly-owned by Huadong Medicine Co., Ltd. ("HMC"))
Scheme of Arrangement (the "Scheme") becomes Effective
The Boards of Sinclair and Huadong are pleased to announce that, further to the announcement on 1 November 2018 by Sinclair that the Court had sanctioned the Scheme, a copy of the Court Order has been delivered to the Registrar of Companies today and accordingly the Scheme has become effective in accordance with its terms and Sinclair is now a subsidiary of Huadong.
As previously advised, trading in Sinclair Shares on AIM will be suspended with effect from 7.30 a.m. today and the cancellation of the admission to trading of the Sinclair Shares on AIM is expected to take place at 7.00 a.m. on 6 November 2018. A notice will be issued when the admission to trading of the Sinclair Shares on AIM has been cancelled.
A Scheme Shareholder on the register of members of Sinclair at the Scheme Record Time, being close of business (
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. Capitalised terms in this announcement ("Announcement"), unless otherwise defined, have the same meanings as set out in the scheme document sent or otherwise made available to shareholders of Sinclair containing further information on the Scheme, which was published on 1 October 2018 (the 'Scheme Document').
Enquiries:
Sinclair Pharma plc |
Tel: +44 (0) 20 7467 6920 |
Grahame Cook |
|
Chris Spooner |
|
Alan Olby |
|
Andy Crane |
|
|
|
Rothschild (Lead Financial Adviser to Sinclair) |
Tel: +44 (0)20 7280 5000 |
Dominic Hollamby |
|
Julian Hudson |
|
Josh Johnson |
|
|
|
Peel Hunt (Joint Financial Adviser, Nominated Adviser and Joint Broker to Sinclair) |
Tel: +44(0)20 7418 8900 |
James Steel |
|
Michael Nicholson |
|
Oliver Jackson |
|
|
|
FTI Consulting (Public Relations Adviser to Sinclair) |
Tel: +44 (0)20 3727 1000 |
Ben Atwell |
|
Brett Pollard |
|
Stephanie Cuthbert |
|
|
|
Huadong Medicine Aesthetics Investment (HongKong) Limited |
Tel: +86 571 89903290 |
Bo Chen |
|
|
|
Piper Jaffray Ltd (Financial Adviser to Huadong) |
Tel: +44 (0)20 7796 8400 |
Neil Mackison |
|
Graeme Smethurst |
|
Rothschild, which is authorised and regulated in the
Peel Hunt, which is authorised and regulated in the
Piper Jaffray, which is authorised and regulated in the
Jones Day is retained as legal adviser to Huadong.
Eversheds Sutherland (International) LLP is retained as legal adviser to Sinclair.
IMPORTANT NOTES
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to sell or purchase any securities, or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of Sinclair in any jurisdiction in contravention of applicable law. The Acquisition will be effected solely through the Scheme Document (or, if the Acquisition is implemented by way of a Contractual Offer, the offer document) which contains the full terms and conditions of the Acquisition.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions other than the
The availability of the Acquisition to persons who are not resident in the
This Announcement has been prepared pursuant to and for the purpose of complying with the laws of
Publication on website
Pursuant to Rule 26.1 of the Code, a copy of this Announcement and other documents in connection with the Acquisition will, subject to certain restrictions, be available for inspection on Huadong's website at http://www.eastchinapharm.com/En/News/Sinclair_Notice and by Sinclair on its website at https://www.sinclairpharma.com/investors/recommended-offer-for-the-company no later than 12.00 noon (
Requesting hard copy documents
Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement and any information incorporated into it by reference to another source in hard copy form. 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 in hard copy form. 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 from either Huadong by contacting Bo Chen at Huadong, telephone number +86 571 89903290 or Sinclair by contacting Andy Crane, telephone number +44 (0) 20 7467 6920.
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