16 April 2020
The Company announces that following the receipt of interest in the Company it has decided to conduct a formal review of the various strategic options available to the Company to maximise value for shareholders. These options include, but are not limited to, the potential sale of the Company or the sale of one or more of the Company's assets. To facilitate discussions with interested parties the Company announces the commencement of a "formal sale process" as set out by The Takeover Code.
The Board has appointed England & Company, LLC (“England & Company”) and Goodbody Stockbrokers UC (“Goodbody”) as Joint Financial Advisers. Parties with a possible interest in submitting an indication of interest should contact England & Company or Goodbody at the contact details set out below.
The Company confirms that, at the time of this announcement, it is in discussions with a number of parties regarding a potential sale of the Company.
The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any interested party participating in the formal sale process or the sale of one or more of the Company's assets will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Takeover Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Takeover Code, for so long as it is participating in the formal sale process. Following this announcement, the Company is now considered to be in an "offer period" as defined in the Takeover Code, and the dealing disclosure requirements set out below will apply.
Any party wishing to participate in the formal sale process or the sale of one or more of the Company's assets should contact England & Company or Goodbody (contact details as set out below). Any interested party, will be required to enter into a non-disclosure agreement with the Company on reasonable terms satisfactory to the Board and on the same terms, in all material respects, as other interested parties before being permitted to participate in the process. Following execution of such an agreement, the Company intends to provide interested parties with information on the Company, following which, such parties will be invited to submit an indication of interest to the Company. The Company expects to receive such indications of interest by 5.00 pm (London time) on 15 May 2020.
The Board reserves the right to alter any aspect of the process as outlined above or to terminate it at any time and will make further announcements when appropriate. The Board reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.
Shareholders are advised this is not a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that any offers will be made as a result of the formal sale process, that any sale or other transaction will be concluded, nor as to the terms on which any offer or other transaction may be made.
A further announcement will be made as and when appropriate and in light of the above, the Company is now expected to provide a trading update with preliminary year-end revenue and cash balances next week.
For further information please contact:
|Collagen Solutions Plc
Chris Brinsmead, Chairman
Jamal Rushdy, CEO / Hilary Spence, CFO
|England & Company, LLC (Joint Financial Adviser)
|+1 (212) 235-0850|
|Goodbody Stockbrokers UC (Joint Financial Adviser)
|+353 (0) 1 667 0400|
|Cenkos Securities Plc (Nominated Adviser and Broker)
Giles Balleny/Max Gould (Corporate Finance)
Julian Morse (Sales)
|Tel: 0207 397 8900
|Walbrook PR Ltd (Financial PR)
|Tel: 020 7933 8780 or [email protected]
Mob: 07876 741 001
Notes relating to the Joint Financial Advisers
England & Company, LLC (“England & Company”) is acting exclusively for the Company and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. All securities offerings of England & Company are made through England Securities, LLC, a FINRA registered broker-dealer, regulated by the United States Securities and Exchange Commission.
Goodbody Stockbrokers UC, trading as Goodbody (“Goodbody”), is regulated by the Central Bank of Ireland. In the UK Goodbody is regulated by the Financial Conduct Authority. Goodbody is acting exclusively for the Company and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 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% 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, 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 (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 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, the Company confirms that it has 443,682,981 ordinary shares in issue ("Ordinary Shares"). The International Securities Identification Number (ISIN) reference for these securities is GB00B94T6Y14. The Company holds no Ordinary Shares in treasury.
Publication of this announcement
A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at https://www.collagensolutions.com/ no later than 12 noon (London time) on 17 April 2020. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Qualified shippers ensure the product reaches its destination safely within client time and temperature protocols around the globe.