RNS Number : 0857E
Acambis PLC
23 September 2008
ACAMBIS PLC - SHARE ALLOTMENT TO SANOFI PASTEUR HOLDING AND EXERCISE OF SHARE OPTIONS
Cambridge, UK and Cambridge, Massachusetts - 23 September 2008 - The Board of Directors of Acambis plc ('Acambis') (LSE:ACM) announces that, in relation to the recommended Acquisition of Acambis by Sanofi Pasteur Holding ('Sanofi Pasteur') (which was approved by Acambis' Shareholders on 2 September 2008), it has allotted and issued one ordinary share of 10 pence in the capital of the Company (each an 'Ordinary Share') to Sanofi Pasteur at a price of £1.90 and that, in addition, it has allotted and issued 4,741,139 Ordinary Shares to various persons following the exercise of options held pursuant to the Acambis Share Schemes.
Options which were the subject of the Acambis Share Schemes became exercisable following the sanction of the Scheme by order of the Court made on 22 September 2008.
Unless the context otherwise requires, terms defined in the Scheme document sent to Acambis' Shareholders on 9 August 2008 shall have the same meaning in this announcement.
The issued share capital of the Company comprises 150,251,517 Ordinary Shares.
Enquiries:
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Acambis plc Dr Peter Fellner Ian Garland
Elizabeth Jones
Lyndsay Wright
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Telephone: +44 1223 275 300
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Goldman Sachs International (financial adviser to Acambis) Guy Slimmon
Nimesh Khiroya
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Telephone: +44 20 7774 1000
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JPMorgan Cazenove (joint corporate broker to Acambis) John Muncey
James Mitford
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Telephone: +44 20 7588 2828
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Piper Jaffray (joint corporate broker to Acambis) Neil Mackison
Jamie Adams
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Telephone: +44 20 3142 8700
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Brunswick (PR adviser to Acambis) Jon Coles
Justine McIlroy
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Telephone: +44 20 7404 5959
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The Acambis Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Acambis Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Goldman Sachs International, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Acambis and no one else in connection with the Acquisition and will not be responsible to anyone other than Acambis for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in connection with the Acquisition or any matter referred to in this announcement.
Morgan Stanley & Co. Limited is acting exclusively for Sanofi Pasteur and sanofi-aventis and no one else in connection with the Acquisition and will not be responsible to anyone other than Sanofi Pasteur and sanofi-aventis for providing the protections afforded to clients of Morgan Stanley & Co. Limited nor for providing advice in connection with the Acquisition or any matter referred to in this announcement.
This announcement, including information included or incorporated by reference in this announcement, may contain 'forward-looking statements' concerning Sanofi Pasteur and Acambis. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. Sanofi Pasteur and Acambis assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Acambis, all 'dealings' in any 'relevant securities' of Acambis (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30pm (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the Scheme becomes effective or the offer lapses or is otherwise withdrawn or the date on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Acambis, they will be deemed to be a single person for the purpose of Rule 8.3 of the City Code.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of Acambis by Acambis or Sanofi Pasteur, or by any of their respective 'associates' must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the 'ownership' or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.
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