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 is an announcement falling under Rule 2.4 of the Takeover Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.
EKF Diagnostics Holdings plc
("EKF" or the "Company")
Extension to deadline under Rule 2.6(c) of the City Code on Takeovers and Mergers (the "Code")
On 24 August 2015 the board of EKF (the "Board") announced that it had received a proposal from Jinjing (Group) Co., Ltd ("Jinjing") regarding a possible offer for the whole of the issued and to be issued ordinary share capital of the Company.
The original deadline for Jinjing to either announce a firm intention to make an offer for the Company or announce that it does not intend to make an offer was 5 p.m. on 18 September 2015. This deadline was subsequently extended, with the consent of the Panel on Takeovers and Mergers (the "Panel"), to 5 p.m. on 19 October 2015.
The parties are working together to conclude confirmatory due diligence and to agree the terms of a possible transaction, which includes, amongst other things, continuing discussions on the offer structure. Alternative structures under consideration include a cash offer by Jinjing for the entire issued share capital of EKF in combination with a distribution by EKF of its interests in its Molecular business to existing shareholders or a sale of certain assets by EKF to Jinjing in combination with a return of value by EKF to existing shareholders.
In accordance with Rule 2.6(c) of the Code, the Board has requested that the Panel extend the relevant deadline, as referred to above, to enable the parties to continue their discussions regarding a possible offer. Accordingly, an extension has been granted by the Panel and Jinjing must, by no later than 5 p.m. on 23 October 2015, either announce a firm intention to make an offer for EKF in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel.
A further announcement will be made when appropriate. In the meantime, EKF shareholders are advised by the Board to take no action. There can be no certainty that any formal offer for the Company will be forthcoming, nor as to the terms of any such formal offer.
This announcement has been made with the agreement and approval of Jinjing.
Enquiries:
EKF Diagnostics Holdings plc |
Tel: 029 2071 0570 |
David Evans, Executive Chairman |
Mob: 07740 084 452 |
Julian Baines, CEO |
Mob: 07788 420 859 |
Paul Foulger, CFO |
Mob: 07710 989 255 |
Panmure Gordon (UK) Limited |
Tel: 020 7886 2500 |
Robert Naylor (Corporate Finance) |
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Paul Fincham (Corporate Finance) |
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Walbrook PR Limited |
Tel: 020 7933 8780 or [email protected] |
Paul McManus |
Mob: 07980 541 893 |
Lianne Cawthorne |
Mob: 07584 391 303 |
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