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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
16 November 2023
RECOMMENDED CASH OFFER
by
ICHOR MANAGEMENT LIMITED
(a newly incorporated company controlled by funds managed by ARCHIMED SAS)
for
INSTEM PLC
Issuance of Shares following Court Sanction of the Scheme
Issue of Equity, PDMR Dealings and Rule 2.9 Announcement
On 30 August 2023, the board of directors of Ichor Management Limited ("Bidco"), a newly incorporated company controlled by funds managed by ARCHIMED SAS, and the board of directors of Instem plc ("Instem") announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the entire issued and to be issued share capital of Instem (the "Acquisition"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
The scheme document in respect of the Acquisition was published and made available to Instem Shareholders on 25 September 2023 (the "Scheme Document"). Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Scheme Document.
Earlier today, Instem announced that the Scheme was sanctioned by the Court at the Sanction Hearing.
Exercise of Options
In connection with the Acquisition, and to satisfy awards held by certain employees of Instem under the Company's share option plan, which have now vested and become exercisable following Court sanction of the Scheme, Instem announces that it has applied for 1,153,957 ordinary shares of 10 pence each in the capital of Instem ("New Ordinary Shares") to be admitted to trading on AIM ("Admission"). Admission is expected to take place at 8.00 a.m. tomorrow, 17 November 2023.
PDMR Dealings
The following individuals, who are PDMRs in the Company, are in receipt of New Ordinary Shares following an exercise of share options:
| PDMR | Role | Current holding over Ordinary Shares | Options Exercised over Ordinary Shares | Ordinary Shares received pursuant to the Exercise | Enlarged Interest in the Company (No. Ordinary Shares) | Enlarged Interest in the Company (Percentage of Enlarged Issued Share capital) |
| Phil Reason | Chief Executive Officer | 770,714 | 136,319 | 109,108 | 879,822 | 3.66% |
| Nigel Goldsmith | Chief Financial Officer | 10,000 | 268,970 | 241,759 | 251,759 | 1.05% |
Rule 2.9
In accordance with Rule 2.9 of the Code, Instem confirms that, on 17 November 2023, following the Admission, Instem will have 24,053,390 ordinary shares of 10 pence each in issue. This figure may be used by Instem Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
The International Securities Identification Number for Instem Shares is GB00B3TQCK30.
All references to times in this announcement are to London time.
Enquiries
Instem
Phil Reason Via Walbrook
Nigel Goldsmith
Rothschild & Co (Financial Adviser to Instem)
Alistair Allen Tel: +44 (0) 161 827 3800
Julian Hudson
Tom Palmer
Singer Capital Markets Advisory LLP (Nominated Adviser, Joint Financial Adviser and Joint Broker to Instem)
Peter Steel Tel: +44 (0) 20 7496 3000
Alex Bond
Oliver Platts
Stifel Nicolaus Europe Limited (Joint Broker to Instem)
Ben Maddison Tel: +44 (0) 20 7710 7600
Richard Short
Walbrook Financial PR (Public Relations Adviser to Instem)
Tom Cooper Tel: +44 (0) 20 7933 8780
Nick Rome
Joe Walker
Disclaimers
Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as joint financial adviser to Instem and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Instem for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to the acquisition of Instem or any other matters referred to in this announcement. Neither Rothschild & Co nor any of its subsidiaries, branches or affiliates (nor their respective directors, officers, employees or agents) 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 Rothschild & Co in connection with this announcement, any statement contained in this announcement, the acquisition of Instem or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.
Singer Capital Markets, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as joint financial adviser and nominated adviser to Instem and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Instem for providing the protections afforded to clients of Singer Capital Markets, nor for providing advice in relation to the acquisition of Instem or any other matters referred to in this announcement. Neither Singer Capital Markets nor any of its affiliates (nor their respective directors, partners, officers, employees or agents) 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 Singer Capital Markets in connection with this announcement, any statement contained in this announcement, the acquisition of Instem or otherwise. No representation or warranty, express or implied, is made by Singer Capital Markets as to the contents of this announcement.
Further information
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Instem's website at https://investors.instem.com by no later than 12:00 noon on the Business Day following the date of this announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Instem 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) Instem 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 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of Instem 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 Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Instem or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Instem 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) Instem and (ii) any securities exchange offeror, 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 Instem 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 Instem and by any offeror, and Dealing Disclosures must also be made by Instem, 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.
General
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a)
| Name
| Phil Reason | ||||||
| 2 | Reason for the notification | |||||||
| a)
| Position/status | Chief Executive Officer | ||||||
| b)
| Initial notification /Amendment | Initial | ||||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a)
| Name
| Instem plc | ||||||
| b)
| LEI
| 213800PILYUFNNROQX68 | ||||||
| 4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 10 pence each in Instem plc | ||||||
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| Identification code | GB00B3TQCK30 | |||||||
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| c) | Price(s) and Volume(s) |
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| d)
| Aggregated information |
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| - Aggregated volume | N/A - Single transaction | |||||||
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| e)
| Date of the transaction | 16th November 2023 | ||||||
| f) | Place of the transaction | Off-market transaction | ||||||
*36,268 share options being exercised at 625 pence are being net settled for the exercise price and therefore the total number of shares to be issued is 9,057
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||||
| a)
| Name
| Nigel Goldsmith | ||||||||
| 2 | Reason for the notification | |||||||||
| a)
| Position/status | Chief Financial Officer | ||||||||
| b)
| Initial notification /Amendment | Initial | ||||||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a)
| Name
| Instem plc | ||||||||
| b)
| LEI
| 213800PILYUFNNROQX68 | ||||||||
| 4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||
| a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 10 pence each in Instem plc | ||||||||
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| Identification code | GB00B3TQCK30 | |||||||||
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| e)
| Date of the transaction | 16th November 2023 | ||||||||
| f) | Place of the transaction | Off-market transaction | ||||||||
*36,268 share options being exercised at 625 pence are being net settled for the exercise price and therefore the total number of shares to be issued is 9,057
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