Synchronica

Synchronica Offer: Offer Declared Unconditional as to Acceptances

05 April 2012

Myriad announces that the company has received over 67% acceptance of its offer from Synchronica shareholders.

Download the press release

05 April 2012 – NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

RECOMMENDED INCREASED SHARE OFFER

FOR SYNCHRONICA PLC ("SYNCHRONICA")

BY MYRIAD GROUP AG ("MYRIAD")

 

Offer Declared Unconditional as to Acceptances

 

On 7 March 2012, the Board of Myriad announced the terms of its recommended increased share offer for the entire issued and to be issued share capital of Synchronica. Under the terms of the Offer, Synchronica Shareholders will receive 4.83 New Myriad Shares for every 100 Synchronica Shares.

Level of Acceptances

Myriad announces that as at 1.00 p.m. on 4 April 2012, being the first closing date of the Offer, it had received valid acceptances under the Offer in respect of 107,215,050 Synchronica Shares, representing approximately 67.55 per cent. of the existing issued ordinary share capital of Synchronica.

Irrevocable undertakings to accept the Offer were received by Myriad from the Directors of Synchronica in respect of 1,978,656 Synchronica Shares, representing approximately 1.25 per cent. of the existing issued ordinary share capital of Synchronica. As at 1.00 p.m. on 4 April 2012, being the first closing date of the Offer, valid acceptances in respect of all of the Synchronica Shares that are subject to these irrevocable undertakings had been received under the Offer.

An irrevocable undertaking to accept the Offer was received by Myriad from FIL Investments International and FIL Pensions Management, together “Fidelity” in respect of 14,345,158 Synchronica Shares, representing approximately 9.04 per cent. of the existing issued ordinary share capital of Synchronica. As at 1.00 p.m. on 4 April 2012, being the first closing date of the Offer, valid acceptances in respect of all of the Synchronica Shares that are subject to this irrevocable undertaking had been received under the Offer.

Offer Declared Unconditional as to Acceptances

Myriad announces that it has chosen to waive the acceptance condition under the Offer to: Synchronica Shares carrying in excess of 50 per cent. of the voting rights then normally exercisable at general meetings of Synchronica.  In reaching the decision to waive this condition, Myriad is mindful of the financial position of Synchronica and therefore the importance of gaining control  to secure the future of the Synchronica and to provide it with financial support. Given that the level of acceptances is now greater than 50 per cent., the Offer is now unconditional as to acceptances but remains subject to the satisfaction or waiver of the remaining conditions as set in the Offer Document and Revised Offer Document.

Extension of the Offer

As announced earlier today, the Offer has been extended to 1.00 p.m. London time (corresponding to 8.00 a.m. Toronto time) on 16 April 2012.  Myriad further confirms that the Offer will remain open for not less than 14 days from 16 April 2012 and will make an announcement regarding a further extension to the Offer on 16 April 2012 in order to implement this commitment.

Loan Agreement

Under the terms of the loan agreement, dated 7 March 2012, between Myriad and Synchronica, Synchronica is required to repay the total principal, and pay accrued interest and other accrued sums, in full within fourteen days after expiry of the Offer Period or such later date as may be agreed in writing between the parties.  The release of this announcement results in the expiry of the Offer Period. As the Offer Period has expired as a result of the offer being declared unconditional as to acceptances, Myriad announces that it will not exercise its right to require Synchronica to repay or pay the relevant amounts within the prescribed period.

Myriad CDIs

Myriad wishes to draw Synchronica Shareholders attention to description of and arrangements for the issue of Myriad CDIs as described in the Offer Document and in the Revised Offer Document and specifically to paragraph 22 of Part I of the Offer Document.  Myriad CDIs, instead of Myriad Shares, are to be issued to Synchronica Shareholders accepting the Offer under certain circumstances as described in the Offer Document and the Revised Offer Document

Myriad CDIs represent dematerialised CREST depositary interests.  One Myriad CDI represents one New Myriad Share. Myriad CDIs are capable of being traded through CREST by any UK broker who has access to the CREST system.  Myriad CDI holders also have the ability to convert their CDI into the underlying Myriad Share and hold with a custodian capable of holding these shares if they wish to do so. Myriad understands that a number of UK retail trading platforms offer a facility to act as custodian and trade on the SIX Swiss Exchange.

Action to be taken

Following the Offer being declared unconditional as to acceptances, the Board of Myriad urge Synchronica Shareholders to accept the Offer without delay.

 

Capitalised terms used in this announcement have the meanings ascribed to them in the Offer Document and Revised Offer Document.

 

Enquiries:

For Myriad

 

Zeus Capital Limited

 

Richard Hughes

Tel: 0161 831 1512

Nick Cowles

www.zeuscapital.co.uk

Andrew Jones

 

Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Myriad and for no one else in connection with the Offer and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Myriad for providing the protections afforded to clients of Zeus Capital, or for giving advice to any other person in relation to the Offer, the contents of this announcement or any other matter referred to herein.

This announcement is not intended to and does not constitute an offer to sell, or form part of, or constitute the solicitation of an offer to purchase or subscribe for or an invitation to purchase, any securities.

This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the formal documentation in relation to the Offer.  The Offer has been made solely through the Original Offer Document, the accompanying Forms of Acceptance and the Revised Offer Document, which contain the full terms and conditions of the Offer, including details of how to accept the Offer.  Please read carefully the Original Offer Document, the accompanying Forms of Acceptance, the Revised Offer Document and the Synchronica Shareholder Circular in their entirety before making a decision with regards to the Offer. Any acceptance or other response to the proposals should be made on the basis of the information in the Original Offer Document, the accompanying Forms of Acceptance, the Revised Offer Document and the Synchronica Shareholder Circular.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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) the offeree company and (ii) any paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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) the offeree company and (ii) any paper offeror(s), 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 an offeree company or a paper 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 the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, 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 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.

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the City 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 and regulations of any jurisdiction outside of England.

In particular, this announcement is not an offer which is being made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, email, facsimile transmission, telex, telephone, the internet or other forms of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of a Restricted Jurisdiction and the Offer cannot be accepted by any such use, means, instrumentality or facility from or within a Restricted Jurisdiction.

Publication on website

 A copy of this announcement is available free of charge on Myriads website at www.myriadgroup.com/investors/share-offer-synchronica.aspx

And on Synchronica's website at www.synchronica.com