Zurich, Switzerland – 18 June 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 Closed
On 16 April 2012, Myriad announced that the recommended increased share offer for the entire issued and to be issued ordinary share capital of Synchronica (the “Offer”) had been declared unconditional in all respects.
On 30 April 2012, Myriad announced that it held or had agreed to acquire approximately 90.93 per cent. of the existing issued ordinary share capital of Synchronica and intended to exercise its rights pursuant to the provisions of sections 974 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily any outstanding Synchronica Shares not acquired or agreed to be acquired pursuant to the Offer or otherwise.
On 4 May 2012, Myriad announced the despatch of formal compulsory acquisition notices in the prescribed form under section 980(1) of the Companies Act 2006, to all Synchronica Shareholders who had not to date accepted the Offer giving notice of its intention to exercise its right under section 979 of the Companies Act 2006 to acquire compulsorily any remaining Synchronica Shares in respect of which the Offer had not been accepted on the same terms as the Offer.
On 4 May 2012, Myriad also announced that the Offer would remain open for acceptances until midnight (London time) on 15 June 2012. Accordingly, Myriad announces that the Offer is now closed.
Details of Acceptances
Myriad announces that as at 1.00 p.m. on 15 June 2012, being the latest practicable date prior to making of this announcement, it had received valid acceptances under the Offer in respect of 150,549,170 Synchronica Shares, representing approximately 94.85 per cent. of the existing issued ordinary share capital of Synchronica.
Settlement
Settlement for Synchronica Shareholders, whose valid acceptances were received, complete in all respects, not later than midnight (London time) on 15 June 2012 but which have not yet been settled, will be made within 10 days of receipt.
The consideration to which those Synchronica Shareholders acquired compulsorily by Myriad, on the same terms as the Offer, are entitled will be held by Myriad as trustee on behalf of those Synchronica Shareholders who have not accepted the Offer and they are requested to claim their consideration by writing to Myriad.
Terms defined in the Offer Document have the same meaning as when used in this announcement.
Enquiries:
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Myriad Group AG
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Simon Wilkinson (Chief Executive Officer)
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James Bodha (Chief Financial Officer)
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Zeus Capital Limited
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Richard Hughes
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Tel: 0161 831 1512
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Nick Cowles
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www.zeuscapital.co.uk
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Andrew Jones
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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.
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