Employee Representatives Bespak Opinion Rule 25.9
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
13 December 2019
CONSORT MEDICAL PLC ("Consort")
Publication of Consort employee representative's opinion
Consort announces that it has now received an employee representative's opinion from the Bespak Information and Consultation Committee of its Bespak Division (the "Employee Representative Opinion") in relation to Recipharm Holdings Limited's offer for the entire issued and to be issued share capital of Consort (the "Offer"). In accordance with Rule 25.9(b) of the Takeover Code, Consort has now published the Employee Representative Opinion on the Consort website (https://www.consortmedical.com/investor-centre/).
Unless otherwise stated, the terms used in this announcement have the same meanings as given to them in the offer document containing the Offer dated 6 December 2019.
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Tel: +44 1442 867920
Jonathan Glenn - Chief Executive Officer
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Paul Hayes - Chief Financial Officer
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Evercore (Financial adviser to Consort)
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Tel: +44 (0) 20 7653 6000
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Investec Bank plc (Corporate broker to Consort)
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Tel: +44 (0) 20 7597 5970
Important notices relating to financial advisers
Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the FCA in the UK is acting exclusively as financial adviser to Consort and no one else in relation to the Offer and other matters set out in this announcement and will not be responsible to anyone other than Consort for providing the protections afforded to the clients of Evercore, or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither Evercore nor any of its affiliates 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 Evercore in connection with the Offer and other matters set out in this announcement, any statement contained herein or otherwise.
Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Consort or the matters described in this document. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, in delict, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein.
Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority, is acting exclusively for Consort and for no one else in relation to the Offer and any other arrangements referred to in this announcement. Investec will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Offer and the other arrangements referred to in this announcement, and will not be responsible to anyone other than the Consort for providing the protections afforded to its clients or for providing any advice in relation to the Offer, or the contents of this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by FSMA or the regulatory regime established thereunder, Investec does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement, or any other statement made or purported to be made by it or on its behalf in connection with Consort or the Offer. Investec (and its affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of this announcement, or any other statement made or purported to be made by it or on its behalf in connection with Consort or the Offer.
This announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of securities of Consort in any jurisdiction in contravention of applicable law. The Offer will be implemented solely through the Offer Document and the Form of Acceptance (or, if the Proposed Acquisition is implemented by way of a scheme of arrangement, the scheme document), which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information in the Offer Document (or, if the Offer is implemented by way of a scheme of arrangement, the scheme document). Consort Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.
This announcement does not constitute a prospectus or a prospectus equivalent document.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 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) the offeree company 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 pm on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm 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 the offeree company 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 Takeover 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company 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) the offeree company and (ii) any securities exchange 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 pm 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 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 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 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.
Publication on a website
This announcement and the documents required to be published pursuant to Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Recipharm's website at www.recipharm.com/investor-relations and on Consort's website at www.consortmedical.com/investor-centre/ promptly and in any event by no later than 12 noon on the Business Day following publication of this announcement. The content of the websites referred to in this announcement is not incorporated into, and does not form part of, this announcement.
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 United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
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