|End-of-day quote - 11/16|
Collagen : RECOMMENDED CASH OFFER FOR COLLAGEN SOLUTIONS PLC BY ROSEN'S DIVERSIFIED, INC. DECLARED UNCONDITIONAL IN ALL RESPECTS AND NOTICE OF CANCELLATION OF ADMISSION
|10/20/2020 | 04:10am|
Offer unconditional in all respects
The Collagen Solutions Plc Board notes the announcement released by Rosen's Diversified, Inc. ('RDI') this morning stating, inter alia, that its recommended cash offer to acquire the entire issued and to be issued ordinary share capital of Collagen Solutions Plc ('Collagen' or the 'Company') (other than the Collagen Shares which RDI already owns) (the 'Offer') has been declared unconditional in all respects.
Level of acceptances
RDI announced this morning that it had received valid acceptances of the Offer in respect of a total of 330,251,386 Collagen Shares, representing approximately 73.90 per cent. of the Collagen Shares currently in issue and approximately 90.91 per cent. of the issued Collagen Shares to which the Offer relates. Therefore, together with the 83,600,000 Collagen Shares already held by RDI, RDI has acquired or has agreed to acquire, in aggregate 413,851,386 Collagen Shares representing approximately 92.61 per cent. of the Collagen Shares currently in issue.
Although the 'offer period' as defined by the Code ended on the announcement by RDI declaring the Offer unconditional in all respects, the Offer will remain open for acceptance until further notice. RDI will give not less than 14 days' notice in writing to Collagen Shareholders who have not accepted the Offer that the Offer will remain open for such period before closing it. The Collagen Board, who have been so advised by Goodbody Stockbrokers UC as to the financial terms of the Offer, continue to recommend unanimously that Collagen Shareholders, who have not yet done so, accept the Offer. Full details of how to accept the Offer are set out in the Offer Document and, in respect of Collagen Shares held in certificated form, in the Form of Acceptance, both of which are available at https://ir.collagensolutions.com/content/investors/takeover-documentation.
RDI has advised the Collagen Board that, as RDI has received acceptances under the Offer in respect of not less than 90 per cent. of the Collagen Shares by nominal value and voting rights to which the Offer relates, it intends to exercise its rights pursuant to Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the Collagen Shares in respect of which it has not received acceptances.
Cancellation of the admission to trading of the Collagen Shares on AIM
The Collagen Board also notes that RDI, having acquired, or agreed to acquire, Collagen Shares representing at least 75 per cent. of the voting rights attached to Collagen Shares (and as contemplated in the Offer Document), has stated in its announcement this morning that it will procure the making of an application by Collagen for the cancellation of the trading in Collagen Shares on AIM (the 'Cancellation').
In this connection, and at the direction of RDI, Collagen, through its nominated adviser Cenkos Securities plc, has notified the London Stock Exchange of its application for the Cancellation. Given the Offer has been declared unconditional in all respects at an aggregate shareholding level above 75 per cent., the Cancellation is not expected to require the consent of Collagen Shareholders in general meeting under the AIM Rules. As stated in the Offer Document, RDI also intends, following the Cancellation, to seek to re-register Collagen as a private limited company under the relevant provisions of the Companies Act.
Collagen expects the following timetable for the Cancellation:
|Last day of dealing in Collagen Shares||16 November 2020|
|Cancellation to become effective||7.00 a.m. on 17 November 2020|
The Cancellation will significantly reduce the liquidity and marketability of the Collagen Shares in respect of which the Offer has not been accepted at that time and their value may be affected as a consequence. Collagen Shareholders (unless their Collagen Shares are compulsorily acquired by RDI pursuant to the provisions of Part 28 of the Companies Act) will become minority shareholders in a majority-owned private limited company and may therefore be unable to sell their Collagen Shares. There can be no certainty that Collagen would pay any further dividends or other distributions or that such minority Collagen Shareholders would again be offered an opportunity to sell their Collagen Shares on terms which are equivalent to or no less advantageous than those under the Offer.
Actions to be taken
Collagen Shareholders who have not yet accepted the Offer are urged to do so 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 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 uncertificated 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. 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.
Collagen Solutions Plc
Jamal Rushdy, CEO
Hilary Spence, CFO
England & Company LLC
(Joint Financial Adviser to Collagen Solutions Plc)
|Tel: +1 (212) 235-0850|
Goodbody Stockbrokers UC
(Rule 3 Adviser and Joint Financial Adviser to Collagen Solutions Plc)
|Tel: +353 (0) 1 667 0400|
Cenkos Securities plc
(Nominated Adviser and Broker to Collagen Solutions Plc)
|Tel: +44 (0) 207 397 8900|
Walbrook PR Ltd
(Financial PR adviser to Collagen Solutions Plc)
Tel: +44 (0) 20 7933 8780
or [email protected]
Mob: +44 (0) 7876 741 001
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.
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.
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.
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.
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.
Collagen Solutions plc published this content on 20 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 October 2020 08:09:11 UTC