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Publication and Posting of Rule 15 Proposals
Publication and Posting of Rule 15 Proposals.
About this update from Hvivo Plc
[{"type":"text","content":"\n \nRNS Number : 0357Z Open Orphan PLC 07 January 2020 \n\nNOT 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 ANY SUCH JURISDICTION\n \n7 January 2020\n \nRecommended All Equity Offer\nfor\nHVIVO PLC (\"HVIVO\")\nto merge with\nOPEN ORPHAN PLC (\"OPEN ORPHAN\")\n \nPublication and Posting of Rule 15 Proposals\n \nOn 9 December 2019, the boards of Open Orphan and hVIVO announced that they had reached agreement on the terms of a recommended all-equity offer for the entire issued and to be issued share capital of hVIVO (the \"Offer\"). Under the terms of the Offer, hVIVO Shareholders will be entitled to receive 2.47 New Open Orphan Shares for every one hVIVO Share. The Offer represents a value of approximately 15.56 pence per hVIVO Share and a premium of 33.8 per cent. based upon the hVIVO Closing Price on 6 December 2019, being the last practicable date prior to announcement of the Offer, valuing hVIVO at approximately £12.96 million.\nOpen Orphan announces in connection with the Offer the issuance of an appropriate offer to holders of outstanding hVIVO Options previously granted by hVIVO pursuant to the terms of the hVIVO LTIP in accordance with Rule 15 of the Takeover Code to provide information regarding how the Offer will affect such hVIVO Options (the \"Rule 15 Letters\"). The Rule 15 Letters are being made available for inspection, subject to certain restrictions applicable to persons in Restricted Jurisdictions, on https://www.openorphan.com/recommended-offer-for-hvivo-plc and on https://hvivo.com/investors/recommended-all-equity-offer-for-hvivo-to-merge-with-open-orphan-plc/. For the avoidance of doubt, the content of such websites is not incorporated into, and does not form part of, this announcement.\nGiven the financial terms of the Offer, none of the options issued under the other two hVIVO Share Schemes has a value on a \"see-through\" basis and, accordingly, Open Orphan is not required to make a proposal in accordance with Rule 15 of the Takeover Code to holders of those hVIVO Options.\nThe full terms and conditions of the Offer are set out in full in the offer document published by Open Orphan on 9 December 2019 (the \"Offer Document\"...