Announcements and Rule 8 Disclosures

Extension of Offer and Acceptance Levels

06 October 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.


Introduction

On 14 September 2020, Rosen's Diversified, Inc. ("RDI") made a recommended cash offer to acquire the entire issued and to be issued ordinary share capital of Collagen Solutions plc ("Collagen" or the "Company") not already owned by RDI. Under the terms of the Offer, Collagen Shareholders who accept the Offer are entitled to receive, for each Collagen Share held, 6.5 pence in cash. The document setting out the full terms of, and Conditions to, the Offer (the " Offer Document") was posted to Collagen Shareholders on 14 September 2020.

Level of acceptances

As at 1.00 p.m. (London time) on Monday, 5 October 2020, being the first closing date of the Offer, valid acceptances of the Offer had been received in respect of 310,973,290 Collagen Shares, representing approximately 69.59 per cent. of Collagen's existing issued ordinary share capital and approximately 85.60 per cent. of the Collagen Shares to which the Offer relates. So far as RDI is aware, none of these acceptances have been received from any persons acting, or deemed to be acting, in concert with RDI.

Prior to the publication of the Offer Document, RDI had received irrevocable undertakings to accept (or procure the acceptance of) the Offer from the Independent Collagen Directors who beneficially hold or control Collagen Shares. RDI had also received irrevocable undertakings to accept (or procure the acceptance of) its Offer from certain institutional and other Collagen Shareholders.

Together, these irrevocable undertakings related to, in aggregate, 192,081,234 Collagen Shares, representing approximately 42.98 per cent. of the existing issued ordinary share capital of Collagen.

Valid acceptances have been received in respect of all of the Collagen Shares which were the subject of such irrevocable undertakings, save for the fact that Rathbone Investment Management Limited ("Rathbone") accepted for 11,956,500 Collagen Shares, being 210,000 Collagen Shares less than provided for in Rathbone's irrevocable undertaking. RDI has accepted this lower number, as it covers all the Collagen Shares held by Rathbone, over which Rathbone had the discretion to accept the Offer.

As a result, acceptances have been received in respect of irrevocable undertakings representing, in aggregate, 191,871,234 Collagen Shares, representing approximately 42.94 per cent. of the existing issued ordinary share capital of Collagen.

Prior to the announcement of the Offer, RDI already owned 83,600,000 Collagen Shares, representing approximately 18.71 per cent. of Collagen's existing issued ordinary share capital.

Accordingly, the total number of Collagen Shares in respect of which valid acceptances of the Offer have been received is 310,973,290 Collagen Shares, representing approximately 69.59 per cent. of Collagen's existing issued ordinary share capital and approximately 85.60 per cent. of the Collagen Shares to which the Offer relates.

Furthermore, the total number of Collagen Shares already owned by RDI, together with those in respect of which valid acceptances of the Offer have been received, is therefore 394,573,290 Collagen Shares representing approximately 88.30 per cent. of Collagen's existing issued ordinary share capital.

Save as disclosed in this announcement, neither RDI nor the RDI Directors nor any person acting, or deemed to be acting, in concert with RDI for the purposes of the Offer has any interest in relevant securities of Collagen, or holds any right to subscribe for any relevant securities of Collagen, or holds any short positions (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, in any relevant securities of Collagen, or is party to any agreement to sell or to deliver any relevant securities of Collagen, or holds any right to require another person to purchase or take delivery of any relevant securities of Collagen or has during the Offer Period borrowed or lent any relevant securities of Collagen.

Extension of the Offer

The Offer, which remains subject to the terms and Conditions set out or referred to in the Offer Document, has now been extended and will remain open for acceptance until the next closing date, which will be 1.00 p.m. (London time) on 19 October 2020.

Any further extensions of the Offer will be publicly announced by 8.00 a.m. on the Business Day following the day on which the Offer is otherwise due to expire or such later time and date as the Panel may agree.

Proposed cancellation of admission to trading on AIM and compulsory acquisition

As stated in the Offer Document, RDI confirms that, if the Offer becomes or is declared unconditional in all respects and RDI has, by virtue of acceptances of the Offer acquired, or agreed to acquire, Collagen Shares which, together with Collagen Shares already owned by RDI represent at least 75 per cent. of the voting rights attaching to the ordinary share capital of Collagen, it intends to take steps to procure the making of an application by Collagen to the London Stock Exchange for the cancellation of the admission to trading of Collagen Shares on AIM.

A notice period of not less than 20 Business Days prior to the cancellation will be given on or after the date on which the Offer becomes, or is declared, unconditional in all respects. Should RDI not have sufficient acceptances to the Offer to proceed with procuring such an application, at that point, RDI intends, following completion of the Offer, to seek the cancellation of the admission of Collagen Shares to trading on AIM under the other provisions set out in Rule 41 of the AIM Rules.

It is also anticipated that, after the cancellation of admission to trading on AIM of Collagen Shares, Collagen will be re-registered as a private limited company under the relevant provisions of the Companies Act.

Collagen Shareholders are strongly recommended to accept the Offer as the cancellation of admission to trading of Collagen Shares on AIM would significantly reduce the liquidity and marketability of any Collagen Shares in respect of which the Offer has not been accepted at that time and their value may be affected as a consequence.

In addition, if RDI receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Collagen Shares by nominal value to which the Offer relates and 90 per cent. or more of the voting rights carried by Collagen Shares to which the Offer relates (the "Squeeze-out Threshold") and assuming that all Conditions have been satisfied or waived (if capable of waiver), RDI intends to exercise its rights pursuant to the provisions of Part 28 of the Companies Act to acquire compulsorily the remaining Collagen Shares, in respect of which the Offer has not been accepted on the same terms as the Offer.

RDI would note that, as of today's date, it only requires a further 15,977,729 Collagen Shares, representing, in aggregate, 3.58 per cent. of Collagen's existing issued ordinary share capital, to reach the Squeeze-out Threshold.

Acceptance procedure

Accordingly, Collagen Shareholders who have not yet accepted the Offer are urged to do so as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 19 October 2020.

Collagen Shareholders who wish to accept the Offer, but who have not yet done so, in respect of Collagen Shares held in certificated form (that is, not in CREST), should complete, sign, have witnessed (as required) and return their Form of Acceptance along with their valid original share certificate(s) and/or any other relevant document(s) of title, in accordance with the instructions set out in the Offer Document and on the Form of Acceptance, by post or by hand (during normal business hours only) to the Receiving Agent, Neville Registrars, at Neville House, Steelpark Road, Halesowen, B62 8HD, as soon as possible.

Collagen Shareholders who wish to accept the Offer, but who have not yet done so, in respect of Collagen Shares held in uncertificated form (that is, in CREST), should read paragraph 12 of the letter from RDI to Collagen Shareholders set out in Part II of the Offer Document and Part E of Appendix I to the Offer Document and follow the procedure for Electronic Acceptance set out therein so that the TTE instruction settles as soon as possible.

Collagen Shareholders who hold their Collagen Shares as a CREST sponsored member should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction(s) to Euroclear.

Subject to certain restrictions relating to persons in any Restricted Jurisdiction, any Collagen Shareholder, person with information rights and any other person entitled to receive this announcement may request hard copies of this announcement, the Offer Document and additional forms of acceptance by contacting the Receiving Agent, Neville Registrars, on 0121 585 1131 from within the UK or +44 (0) 121 585 1131 if calling from outside the UK or by submitting a request in writing to Neville Registrars at Neville House, Steelpark Road, Halesowen, B62 8HD, stating their name and the address to which the hardcopy version(s) should be sent. Calls are charged at your network provider's standard rate and may be included within your plan but will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 a.m. to 5.00 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). Calls may be recorded and randomly monitored for security and training purposes. Please note that Neville Registrars cannot provide advice on the merits of the Offer nor give any financial, tax, investment or legal advice. Collagen Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hardcopy form. Unless you have previously elected to receive hard copies of any such documents, announcements or information, hard copies shall not be sent to you but you may request them.

Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Offer Document.

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the Collagen's website at https://ir.collagensolutions.com/content/investors/takeover-documentation until the end of the Offer Period. For the avoidance of doubt, the contents of the website referred to above are not incorporated into and do not form part of this announcement.

 

Enquiries:

Rosen's Diversified, Inc.

David Krawitz, Director of Strategy, Operations and Sales

Tel: +1 (612) 406-5181

Strand Hanson Limited

(Financial Adviser to Rosen's Diversified, Inc.)

Tel: +44 (0) 20 7409 3494

 

Stuart Faulkner

Matthew Chandler

 

James Dance

Jack Botros

 
   

Collagen Solutions Plc

Jamal Rushdy, CEO

Hilary Spence, CFO

via Walbrook

England & Company LLC

(Joint Financial Adviser to Collagen Solutions Plc)

Craig England

Paul Teitelbaum

Tel: +1 (212) 235-0850

Goodbody Stockbrokers UC

(Rule 3 Adviser and Joint Financial Adviser to Collagen Solutions Plc)

Stephen Kane

Christopher McAuliffe

Tel: +353 (0) 1 667 0400

Cenkos Securities plc

(Nominated Adviser and Broker to Collagen Solutions Plc)

Giles Balleny (Corporate Finance)

Stephen Keys

Tel: +44 (0) 207 397 8900

Walbrook PR Ltd

(Financial PR adviser to Collagen Solutions Plc)

Anna Dunphy

Tel: +44 (0) 20 7933 8780

or [email protected]

Mob: +44 (0) 7876 741 001

 

Important Notice

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to RDI and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than RDI for providing the protections afforded to clients of Strand Hanson Limited nor for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.  Neither Strand Hanson Limited nor any of its subsidiaries, branches or 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 Strand Hanson Limited in connection with this announcement, any statement contained herein or otherwise.

England & Company LLC, through its wholly owned subsidiary, England Securities, LLC, is acting as joint financial adviser to Collagen and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than Collagen for providing the protections afforded to clients of England & Company LLC nor for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither England & Company LLC nor any of its subsidiaries, branches or 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 England & Company LLC in connection with this announcement, any statement contained herein or otherwise.

Goodbody Stockbrokers UC, trading as Goodbody, which is regulated in Ireland by the Central Bank of Ireland and in the UK by the Financial Conduct Authority, is acting as sole Rule 3 adviser and joint financial adviser to Collagen and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than Collagen for providing the protections afforded to clients of Goodbody Stockbrokers UC nor for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither Goodbody Stockbrokers UC nor any of its subsidiaries, branches or 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 Goodbody Stockbrokers UC in connection with this announcement, any statement contained herein or otherwise.

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser and broker to Collagen and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than Collagen for providing the protections afforded to clients of Cenkos Securities plc nor for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.  Neither Cenkos Securities plc nor any of its subsidiaries, branches or 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 Cenkos Securities plc in connection with this announcement, any statement contained herein or otherwise.

COLLAGEN SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS BEING MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND CONDITIONS OF THE OFFER AND, IN THE CASE OF COLLAGEN SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE OF THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT.

Overseas jurisdictions

The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom 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. In particular, the ability of persons who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of the relevant jurisdictions in which they are located.

This announcement has been prepared for the purposes of complying with English law, the Code and the AIM Rules 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 jurisdictions outside the United Kingdom.

The Offer is being implemented in accordance with applicable English law and is subject to the applicable requirements of the Code, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Panel and the rules of the London Stock Exchange (including the AIM Rules).

Unless otherwise determined by RDI or required by the Code, and permitted by applicable law and regulation, the Offer is not being made available directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and no person may accept the Offer from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance and all other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction unless otherwise determined by RDI and as permitted by applicable law and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. All persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement in, into or from any Restricted Jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

US shareholders

The Offer is being made for the securities of an English company and is being made in the United States in compliance with, and in reliance on, Section 14(e) of the United States Securities Exchange Act of 1934 (the "Exchange Act"), Regulation 14E thereunder, and the exemption therefrom provided by Rule 14d-1(d) under the Exchange Act. The Offer is being made in the United States by RDI and no one else. The Offer is subject to disclosure and procedural requirements of the United Kingdom which are different from those in the United States. In addition, the payment and settlement procedures with respect to the Offer will comply with the relevant UK rules, which differ from US payment and settlement procedures. Neither the United States Securities Exchange Commission, nor any securities commission of any state or other jurisdiction of the United States, will approve the Offer or review or comment on the adequacy or completeness of the Offer Document.

The receipt of cash pursuant to the Offer may have tax consequences in the United States and under other applicable tax laws and such consequences, if any, are not described herein. US Shareholders are urged to consult with their own legal, tax and financial advisers in connection with making a decision regarding the Offer.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, RDI or nominees or brokers of RDI (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Collagen Shares or other Collagen securities other than pursuant to the Offer at any time prior to completion of the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable requirements of the Code, the AIM Rules and Regulation 14E under the US Exchange Act including Rule 14e-5, to the extent applicable. To the extent required to be disclosed in accordance with applicable regulatory requirements, information about any such purchases will be disclosed on a next day basis to the Panel and will be available from a Regulatory Information Service.

Canadian shareholders

The enforcement by holders of Collagen Shares in Canada, resident in Canada or with a registered address in Canada, and any custodian, nominee or trustee holding Collagen Shares for persons in Canada or with a registered address in Canada (collectively, "Canadian Shareholders") of civil liabilities under Canadian securities laws, to the extent applicable, may be affected adversely by the fact that each of the Company and RDI is incorporated or organised under the laws of a jurisdiction other than Canada, that some or all of their respective officers and directors are and will be residents of countries other than Canada, and that all or a substantial portion of the assets of the Company, RDI and such persons are and will be located outside Canada.  As a result, it may be difficult or impossible for Canadian Shareholders to effect service of process within Canada upon the Company, RDI or their respective officers or directors, or to realise against them, upon judgments of courts of Canada predicated upon liabilities under Canadian securities laws.

Canadian Shareholders should be aware that the Offer described in the Offer Document may have tax consequences in Canada and should consult their own tax advisers to determine the particular tax consequences to them of the Offer in light of their particular circumstances, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local or other taxing jurisdiction.

Further details in relation to Overseas Shareholders are contained in the Offer Document.

Dealing and Opening Position Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of Collagen 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) Collagen 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. (UK time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (UK 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 Collagen 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 one per cent. or more of any class of relevant securities of Collagen or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Collagen 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) Collagen 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 p.m. (UK 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 Collagen 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 Collagen and by any offeror and Dealing Disclosures must also be made by Collagen, 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 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.

Publication on a website

This announcement and the documents required to be published pursuant to Rule 26 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Collagen's website at https://ir.collagensolutions.com/content/investors/takeover-documentation by no later than 12.00 noon (UK time) on the Business Day following this announcement.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.

 

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