RNS Number:8114X
Cross Shore Acquisition Corporation
05 June 2007
Cross Shore Acquisition Corporation
5 June 2007
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Cross Shore Acquisition Corporation
Posting of Readmission Document
Proposed merger of Cross Shore Acquisition Corporation with
Research Pharmaceutical Services Inc.
Change of name to Research Pharmaceutical Services Inc.
Notice of Special General Meeting
and
Application for Re-admission
Overview
--------
Cross Shore Acquisition Corporation ("Cross Shore") announces that it has today
posted its Re-admission Document in connection with its proposed merger with
ReSearch Pharmaceutical Services, Inc. ("RPS"), a provider of integrated
clinical development solutions to the bio-pharmaceutical industry, which was
announced on 27 April 2007.
Pursuant to the Acquisition Agreement, the Selling Securityholders will receive,
in aggregate, $39.1 million in cash, 12.55 million Exchange Shares and 19.06
million Exchange Warrants. In addition, approximately $2.6 million will be paid,
on or prior to completion of the Acquisition, to holders of RPS preferred stock
as accrued and unpaid dividends, approximately $4.5 million of RPS subordinated
debt will be repaid and existing options to purchase shares of RPS common stock
will be converted into options to purchase Shares. Further, it is expected that
on completion of the Acquisition, the Company will assume all of the remaining
outstanding bank debt of RPS, which, as at 31 May 2007, had a principal balance
of $8.7 million and an average month end balance for the preceding 6 months of
$9.0 million.
The payment of $39.1 million assumes that holders of RPS options do not exercise
those options prior to completion of the Acquisition. If vested RPS options are
exercised then, pursuant to the Acquisition Agreement, each RPS share of common
stock acquired upon such exercise will entitle the holder of such share to
receive $8.00 in cash in exchange for such share.
The Acquisition will constitute a reverse takeover under the AIM Rules and meets
the criteria established for a qualified business combination under the
Company's charter. Completion of the Acquisition is conditional upon, inter
alia, the approval of Shareholders at a Special Meeting to be held on July 11,
2007. If the Acquisition is approved at the Special General Meeting, trading in
the Existing Shares and Existing Warrants on AIM will be cancelled and
application will be made for the admission to trading on AIM of the Enlarged
Issued Share Capital and the Increased Warrants.
In connection with the Acquisition, Shareholders will be asked to approve a
number of other matters, including changing the name of the Company to "Research
Pharmaceutical Services Inc." The Company is expected to trade as RPS and change
its name to ReSearch Pharmaceutical Services, Inc.
Copies of the Re-admission Document will be available free of charge at the
offices of Arbuthnot Securities Limited, Arbuthnot House, 20 Ropemaker Street,
London EC2Y 9AR, United Kingdom during normal business hours on any weekday
(Saturdays, Sundays and public holidays excepted) until 11 July 2007.
The Company's Shares (AIM: CSE) and Warrants (AIM:CSEW) will resume trading
concurrently with this announcement.
Reasons for the Acquisition
---------------------------
The Board of Cross Shore believes that the acquisition of RPS represents an
excellent investment opportunity for the Company and its Shareholders for the
following reasons:
RPS Highlights
--------------
* Large and Growing Market: The world's largest bio-pharmaceutical
companies spend more than 15 per cent. of sales on R&D. Total R&D
expenditure is expected to grow to more than $100 billion by 2009. Phase
II and Phase III development, RPS' target market, is estimated to grow to
$28 billion by 2009.
* Strong Fundamentals: Demand for outsourced development solutions in
the bio-pharmaceutical industry remains strong and should continue to
benefit from a number of trends including the globalization of trials,
increased clinical trial complexity and cost-cutting pressure on
bio-pharmaceutical companies.
* Next Generation Outsourcing: RPS is the industry's first PRO - an
integrated resourcing and management solution working within the R&D
infrastructure of pharmaceutical companies.
* Fast-Paced Growth: RPS has experienced growth in the past several
years, particularly since late 2005, with the adoption of the RPS model
by several of the world's leading bio-pharmaceutical companies:
- Net revenue grew at a compounded annual growth rate of
approximately 37 per cent. from 2000 to 2006.
- Net revenue in 2006 was $84.4 million, up 34 per cent. over 2005
and unaudited net revenues for the first quarter of 2007 totaled
$26.0 million, representing year-on-year growth of 45.9 per cent
when compared with the first quarter of 2006.
- EBITDA in 2006 was $4.0 million, up $3.7 million over 2005.
Unaudited EBITDA in the fourth quarter of 2006 was approximately
$1.3 million. Unaudited EBITDA in the first quarter of 2007 was
$1.6 million, up from $0.6 million in the first quarter of 2006.
* Customer Backlog: RPS entered 2007 with contracted net revenue backlog
of $72.3 million, representing a 41 per cent. increase over the
end-of-year back log in 2005.
* Blue Chip Validation of Innovative Business Model: RPS introduced the
PRO model in 1998 and is now successfully implementing this model with
four of the world's top twelve bio-pharmaceutical companies and five
"mid-sized" companies, demonstrating acceptance from some of the largest
and most respected companies in the bio-pharmaceutical industry.
* Expanding the Market: Pharmaceutical companies are expected to outsource
approximately $6 billion of the $28 billion market estimated expenditures
in 2009 for Phase II and III drug development to traditional CROs. RPS'
integrated functional approach primarily targets the $22 billion
expenditure in these development phases conducted in-house by large
bio-pharmaceutical companies.
* Globalization - the Next Value Creating Opportunity: The resources
provided by Cross Shore, in terms of capital and experience in business
process outsourcing and M&A in Asia, may help RPS to capitalize on
strategic opportunities and establish the company as a global solution
for its customers.
* Platform for Significant Operational Leverage and International Growth:
RPS combines clinical functional execution and experience with
industry-focused staffing engines, providing what the Directors and
Proposed Directors believe to be the management skills and talent
required by bio-pharmaceutical companies in support of clinical trials
across their pipeline. As of the date of this document, RPS has an
experienced pool of clinical research associates with a total staff of
more than 1,000 individuals possessing the core skills required by
pharmaceutical companies for their clinical trial initiatives.
* Proven and Experienced Operational Management: RPS' management team
has corporate and entrepreneurial experience in core clinical, project
management and outsourcing functions required in a fast-growth operating
environment.
The Directors and the Proposed Directors believe that RPS may benefit from the
application of Cross Shore's expertise and resources, particularly in the area
of expanding global solutions in certain geographic areas targeted for
expansion.
Management
----------
It is proposed that, upon completion of the Acquisition, the Enlarged Board will
initially be comprised of seven individuals of whom three will be drawn from
Cross Shore's existing Directors and four from RPS' existing directors as
follows:
* Daniel M. Perlman (Chief Executive Officer and Chairman of the Board)
* Edward V. Yang (Executive Director)
* Harris Koffer, Pharm.D. (President, Chief Operating Officer and
Executive Director)
* Dennis M. Smith (Executive Director)
* Daniel Raynor (Non-Executive Director)
* Stephen E. Stonefield (Non-Executive and Independent Director)
* James R. Macdonald (Non-Executive Director)
Jon A. Burgman, an existing independent Director of Cross Shore, will step down
from the Board on completion of the Acquisition. In addition, the Company
intends, and has undertaken to Arbuthnot, to appoint a further independent
Director within six months following Re-admission. If the resolution to increase
the permitted size of the Board , to be proposed at the Special General Meeting
is not approved, upon completion of the Acquisition the Board will be made up of
the following five directors: Daniel M. Perlman, Edward V. Yang, Harris Koffer,
Dennis M. Smith, and Daniel Raynor.
About RPS
---------
Headquartered in Pennsylvania, RPS is a provider of integrated clinical
development outsourcing solutions to the bio-pharmaceutical industry. RPS'
services are provided in connection with the design, initiation and management
of clinical trials programs, a critical element in obtaining regulatory approval
for bio-pharmaceutical products. RPS' PRO model combines the capabilities of a
specialty staffing organization with the expertise of a clinical research
organisation (CRO) enabling RPS to offer a model that is gaining traction in the
market.
RPS attempts to develop strong strategic relationships with its clients at the
senior levels of an organization and then designs customized outsourcing
solutions that "carve out" key functional areas of the client's clinical
development infrastructure to be outsourced to RPS. The PRO solution emphasizes
close integration with the client so that the client can selectively outsource
those areas in which the greatest savings can be realized while permitting the
client to maintain control of the key medical and regulatory decision-making
processes.
Summary financial information on RPS
The summary financial information for RPS for the financial years 2004 to 2006
set out below has been extracted, without adjustment, from the audited financial
information for financial years 2004 to 2006.
For the year ended December 31 (figures in 000's)
2004 2005 2006
---- ---- ----
Net revenues $63,043 $62,799 $84,417
Gross profit $16,803 $17,055 $23,052
EBITDA $937 $308 $3,983
Net income / (loss) after tax $(787) $(1,683) $1,792
Net Assets $3,278 $1,729 $3,652
Net revenue growth 27.1% (0.4)% 34.4%
Gross margin 26.7% 27.2% 27.3%
SG&A per cent. 25.2% 26.7% 22.6%
EBITDA margin 1.5% 0.5% 4.7%
For the 3 months ended March 31, 2007, RPS generated unaudited EBITDA of $1.6
million on unaudited net revenues of $26.0 million.
About Cross Shore
-----------------
Cross Shore was founded in 2006 by Ed Yang and Dennis Smith to serve as a
vehicle for the acquisition of all or part of one or more operating companies
engaged in the delivery of business services to companies and consumers in the
U.S.
Ed Yang, Cross Shore's Chairman, was formerly SVP and President of Asia Pacific
Region for Electronic Data Systems from 1992 to 2000, and prior to that, SVP and
President of Asia Pacific and Latin America for Wang Laboratories.
Dennis Smith lived and worked in Asia from 1978 to 2005 and founded Vsource
Asia, one of Asia's first business process outsourcing companies, in 2000 and
ChinaVest, one of the first private equity firms focused on investment in
Greater China, in 1985.
Shares and Warrants in issue after the Transaction
--------------------------------------------------
Immediately following Re-admission, the Company is expected to have 35.9 million
common shares and 56.4 million Warrants in issue, assuming no exercise of
Existing Warrants and no exercise of Repurchase Rights and subsequent
cancellation of Shares by the Company.
Lock-in agreements
------------------
On Re-admission the Directors, the Proposed Directors and their respective
associates will be interested in an aggregate of 7.11 million Shares r
epresenting 19.8 per cent. of the Enlarged Issued Share Capital (assuming no
exercise of Existing Warrants and no exercise of Repurchase Rights and
subsequent cancellation of Shares by the Company), an aggregate of 5.03 million
Warrants representing 8.9 per cent. of the Increased Warrants (assuming no
exercise of the Existing Warrants), and an aggregate of 1.56 million options to
acquire Shares of the Company.
In accordance with Rule 7 of the AIM Rules, all of the Directors and officers
and their related parties (as such term is defined in the AIM Rules) agreed at
the time of the Initial Public Offering not to dispose of any Shares or Warrants
for one year from 28 April 2006 being the date of the admission of the Company
to trading on AIM. In addition, all of the Founding Shareholders (including the
Directors) have placed their Founding Shares into an escrow account maintained
by Collins Stewart (CI) Limited, acting as escrow agent. Subject to certain
limited exceptions set forth in the escrow agreement between the Founding
Shareholders and Collins Stewart (CI) Limited as escrow agent, these Founding
Shares may not be transferred and may not be released from the escrow until 24
April 2009. In connection with Re-admission, the Escrow Founding Shareholders
and the Company have agreed, for the benefit of Arbuthnot, that they will comply
with the terms of this escrow agreement.
In addition, as a condition precedent to the completion of the Acquisition, the
Directors (with the exception of Jon Burgman) and the Proposed Directors have
undertaken to Arbuthnot and the Company not to dispose of any Shares or Warrants
for a period of 12 months from Re-admission and thereafter for a further 12
months not to dispose of interests in Shares or Warrants held by them on the
date of Re-admission without the consent of Arbuthnot, subject to certain
limited exceptions. Daniel Perlman's lock-in agreement, the entering into of
which is a condition precedent to the completion of the Acquisition, provides
that the lock-in period applicable to his Shares will be the shorter of 12
months from Re-admission and the date on which either his employment with the
Company or service as a director of the Company is terminated.
In addition, Argentum Capital Partners, L.P., Argentum Capital Partners II,
L.P., The Productivity Fund IV, L.P. and The Productivity Fund IV, Advisors
Fund, L.P., who on Re-admission will be the holders of 6.83 million Shares in
aggregate and an aggregate of 10.38 million Warrants, shall have, as a condition
precedent to the completion of the Acquisition, undertaken to Arbuthnot and the
Company not to dispose of any Shares or Warrants for a period of 12 months from
Re-admission and thereafter for a further 12 months not to dispose of interests
in Shares or Warrants held by them on the date of Re-admission without the
consent of Arbuthnot, subject to certain limited exceptions.
Certain disposals are permitted under the terms of these lock-in agreements,
including disposals with the approval of the other locked-in parties and the
consent of Arbuthnot, and disposals in the event of an intervening court order,
the death of a party that is subject to these lock-in arrangements and in
respect of the giving of an irrevocable undertaking in respect of, or an
acceptance of, a take-over offer for the Company which is open to all
shareholders.
Contingent Dividend
-------------------
Depending on the extent to which Existing Shareholders elect to exercise their
Repurchase Rights and the extent to which holders of RPS options exercise such
options prior to completion of the Acquisition, the Board may, at its
discretion, declare a dividend of up to $1.00 per Share up to a maximum of
$18,666,668, payable to Existing Shareholders (other than holders of Founding
Shares) who do not elect to exercise their Repurchase Rights. There can be no
assurance that any dividend will be declared or, if one is declared, the amount
of such dividend. Further details are set out in the Re-admission Document.
Repurchase Rights
-----------------
Each Existing Shareholder holding Existing Shares issued in the Company's
Initial Public Offering or purchased following such offering in the open market
has the right to vote against all or any of the proposed Special Meeting
resolutions and, if voting against the resolution to approve the Acquisition,
require that the Company repurchase all of such Existing Shareholder's Shares.
If an Existing Shareholder exercises its Repurchase Rights it will be paid an
amount in cash at a price equal to the Repurchase Rights Price Per Share. The
Founding Shareholders have agreed that, in the event that any Existing
Shareholders exercise their Repurchase Rights, an amount of Founding Shares held
by the Founding Shareholders will also be repurchased by the Company such that
at no time will the Founding Shares represent an aggregate of more than 25 per
cent. of the outstanding Shares.
However, if the proposed Acquisition is not completed for any reason, then there
will be no repurchase of Existing Shares even if an Existing Shareholder has so
elected. If the Company does not have an amount of cash at completion of the
Acquisition at least equal to the Target Closing Cash after satisfaction of the
Closing Payments (including any payments made to Shareholders as a result of the
exercise of Repurchase Rights), the Acquisition may not be capable of
completion. It is possible, therefore, that the Acquisition may not be capable
of completion if Shareholders exercise Repurchase Rights in respect of more than
3.80 million Shares, assuming that all vested RPS options are exercised prior to
completion of the Acquisition and all transaction costs are paid.
Enquiries:
Cross Shore Acquisition Corporation
Dennis Smith / Ed Yang Telephone: +1 843 597 4760
Arbuthnot Securities Limited (Nomad and UK Broker to Cross Shore)
James Steel / Guy Blakeney +44 (0)20 7012 2000
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this document 5 June 2007
Announcement of Acquisition and resumption of 5 June 2007
trading in the Existing Shares and Existing
Warrants on AIM
Special Meeting Record Date 1 July 2007
Latest time and date for receipt of Forms of 12 pm London Time, 10 July 2007
Proxy
Special Meeting 10am Central Daylight Time,
11 July 2007
Completion of the Acquisition 13 July 2007
Re-admission and commencement of dealings in 8:00 am London time, 16 July
Enlarged Issued Share Capital and Increased 2007
Warrants becomes effective
The above times and dates are indicative only and may be subject to change. In
the event that the expected timetable set out above changes, the Company will
notify such amended dates through the Regulatory Information Service of the
London Stock Exchange. Times and dates referred to in this document are times
and dates prevailing in London, England unless otherwise stipulated.
ACQUISITION STATISTICS(1)
Consideration payable upon completion of the $46.2 million in cash(3)
Acquisition(2)
12.55 million new Exchange Shares
19.06 million new Exchange
Warrants
Exchange Shares as a percentage of Enlarged 35.0 per cent.(4)
Issued Share Capital
Exchange Warrants as a percentage of 33.8 per cent.(5)
Increased Warrants
RPS consolidated net revenues for the year $84.4 million
ended 31 December 2006
RPS consolidated net income for the year $1.8 million
ended 31 December 2006
RPS consolidated EBITDA for the year ended $4.0 million
31 December 2006
International Securities Identification USU1549T1098
Number of the Shares
International Securities Identification USU1549T1171
Number of the Warrants
(1) All numbers are approximate.
(2) In addition, it is expected that on completion of the Acquisition, the
Company will assume the outstanding bank debt of RPS, which for the month ended
April 30,May 31, 2007 had a principal balance of $8.7 million and an average
month end balance for the 6 months preceding the date of this document of $9.0
million. Furthermore, the Company will grant 2.25 million options to acquire
Shares to current holders of RPS options in exchange for their RPS options.
These new options have a weighted average exercise price of $0.68 per Share.
(3) Of this amount, $39.1 million will be paid to the Selling Securityholders
pursuant to the Acquisition Agreement, $2.6 million will be paid, at or prior to
completion of the Acquisition, to holders of RPS preferred stock as accrued and
unpaid dividends and approximately $4.5 million will be used to fully repay RPS'
outstanding subordinated debt. This amount assumes that holders of RPS options
do not exercise those options prior to completion of the Acquisition. If RPS
options are exercised then, pursuant to the Acquisition Agreement, each RPS
share of common stock acquired upon such exercise will entitle the holder of
such share to receive $8.00 in cash in exchange for such share.
(4) Assuming no exercise of Existing Warrants and no exercise of Repurchase
Rights and subsequent cancellation of Shares by the Company. This represents the
Exchange Shares as a percentage of the Enlarged Issued Share Capital. Pursuant
to the Acquisition Agreement, options to acquire shares of RPS common stock will
be converted into options to acquire 2.25 million Shares. These options, the
Warrants and the Sunrise option described in footnote vi below are not included
in calculating this amount.
(5) Assuming no exercise of the Existing Warrants.
DEFINITIONS
"Acquisition" the proposed acquisition by the Company of RPS
pursuant to the Acquisition Agreement through
the merger of Acquisition Sub with and into
RPS with RPS being the surviving corporation,
followed by the merger of the surviving
corporation with and into Second Acquisition
Sub
"Acquisition Agreement" the conditional agreement and plan of merger
among the Company, Acquisition Sub, RPS, the
Selling Securityholders and Daniel M. Perlman
and Daniel Raynor as the Selling
Securityholders Committee dated 26 April 2007,
relating to the Acquisition
"Acquisition Sub" Longxia Acquisition, Inc., incorporated in
Pennsylvania under the Pennsylvania Business
Corporation Law of 1988
"AIM" AIM, a market operated by the London Stock
Exchange
"AIM Rules" the rules of AIM as set out in the publication
entitled "AIM Rules for Companies" published
by the London Stock Exchange from time to time
"Company" or "Cross Shore" Cross Shore Acquisition Corporation,
incorporated in Delaware under the General
Corporation Law of the State of Delaware
"Contingent Dividend" a dividend which may be declared by the
Company in conjunction with the Acquisition of
up to $1.00 per Existing Share, not to exceed
$18,666,668 in the aggregate
"Continuing Directors" Edward V. Yang, Dennis M. Smith and Stephen E.
Stonefield
"Directors" the directors of the Company as of the date of
this announcement
"Enlarged Board" the directors of the Company upon and
immediately following Re-admission, being the
Continuing Directors and the Proposed
Directors
"Enlarged Group" the Company and its subsidiary undertakings
following the Acquisition
"Enlarged Issued Share Capital" the Shares issued and outstanding immediately
following Re-admission
"Escrow Founding Shareholders" Founding Shareholders with the exception of
Sunrise
"Excess Cash" (a) the amount by which the cash held by the
Company after payment of, or provision for
payment of, the Closing Payments exceeds
Target Closing Cash minus (b) the aggregate
amount of any consideration paid or payable to
holders of options to purchase shares of RPS
common stock who exercise such options after
the execution of the Acquisition Agreement but
prior to the completion of the Acquisition
"Exchange Securities" the Exchange Shares and the Exchange Warrants
"Exchange Shares" the new Shares of the Company to be issued to
the Selling Securityholders as partial
consideration for the Acquisition
"Exchange Warrants" the new Warrants of the Company to be issued
to the Selling Securityholders as partial
consideration for the Acquisition
"Existing Shares" the 23,333,335 Shares issued and outstanding
on the date of this announcement
"Existing Shareholders" Shareholders immediately prior to Re-admission
"Existing Warrants" the 37,333,336 Warrants issued and outstanding
on the date of this announcement
"Founding Shareholders" those persons who hold, directly or
indirectly, Founding Shares
"Founding Shares" 4,666,667 Shares in issue subscribed for by
the Directors (and/or their affiliates) and
Sunrise
"Increased Warrants" the Existing Warrants and the Exchange
Warrants
"Initial Public Offering" the initial public offering of Shares and
Warrants in connection with the Original
Admission to trading on AIM on 28 April 2006
"Proposed Directors" the proposed directors of the Company whose
names are set out at page * of this Document
"Re-admission" admission to trading on AIM of the Existing
Shares, the Existing Warrants and the Exchange
Securities becoming effective in accordance
with the AIM Rules
"Re-admission Document" The re-admission document dated 5 June 2007
published by the Company in connection with
Re-admission
"Repurchase Rights" the right of an Existing Shareholder to vote
against a proposed acquisition by the Company
and require the Company to repurchase the
Existing Shares owned by such Existing
Shareholder at the Repurchase Rights Price Per
Share
"Repurchase Rights Price Per $5.50 per Existing Share, plus the pro rata
Share" portion of interest earned on the Trust Fund
"RPS" ReSearch Pharmaceutical Services, Inc., a
company incorporated in Pennsylvania
"Second Acquisition Sub" ReSearch Pharmaceutical Services, LLC
"Selling Securityholders" securityholders of RPS selling securities of
RPS pursuant to the Acquisition Agreement
"Shareholder" a holder of Shares
"Shares" common shares of $0.0001 each in the capital
of the Company
"Special Meeting" the special general meeting of Shareholders
to be held on 11 July 2007
"Sunrise" Sunrise Securities Corp.
"Target Closing Cash" $30,000,000 minus one-half of the aggregate
amount of any consideration paid or payable
to holders of options to purchase shares of
RPS common stock who exercise such options
after the execution of the Acquisition
Agreement but prior to the completion of the
Acquisition
"Trust Fund" the trust fund into which certain proceeds of
the initial public offering of the Company
were received and are held in trust by the
Trustee, pursuant to the investment
management agreement between the Company and
the Trustee dated 24 April 2006
"Trustee" Continental Stock Transfer and Trust Company
"Warrants" warrants, each entitling the registered
holder thereof to purchase one Share at a
price of $5.00 per Share (subject to
adjustment in certain circumstances), at any
time from the completion of the Acquisition
until the earlier of 24 April 2010 and
redemption by the Company, which redemption
may take place at any time after the
Acquisition with the prior consent of
Sunrise: (a) in whole and not in part; (b) at
a price of $0.0001 per warrant; (c) upon a
minimum 30 days prior written notice of
redemption; and (d) if, and only if, the last
independent bid price of Shares equals or
exceeds $8.50 per Share for any 20 trading
days within a 30 trading day period ending
three business days before the Company
sends notice of redemption and the weekly
trading volume of Shares has been at least
550,000 Shares for each of the two calendar
weeks before such notice of redemption has
been sent
This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities.
This announcement is not for distribution into the United States, Canada, Japan,
Australia, the Republic of Ireland or the Republic of South Africa or any other
jurisdiction where its distribution would constitute a violation of the relevant
laws of such jurisdiction. Neither Cross Shore Shares nor the Cross Shore
Warrants have been registered under the United States Securities Act of 1933, as
amended, or under the applicable securities laws Canada, Japan, Australia, the
Republic of Ireland or the Republic of South Africa. Accordingly (subject to
certain exceptions), neither the Cross Shore Shares nor the Cross Shore Warrants
may, directly or indirectly, be offered or sold within the United States,
Canada, Japan, Australia, the Republic of Ireland or the Republic of South
Africa or to or by any national, resident or citizen of such countries. The
distribution of the Readmission Document in other jurisdictions may be
restricted by law and therefore persons into whose possession the Readmission
Document comes should inform themselves about and observe any such restrictions.
Any failure to comply with these restrictions may constitute a violation of the
securities law of any such jurisdictions.
Arbuthnot Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as nominated adviser and
UK broker to the Company in connection with Re-admission. Its responsibilities
as the Company's nominated adviser under the AIM Rules are owed solely to the
London Stock Exchange and are not owed to the Company or to any Director or
Proposed Director or to any other person.
Arbuthnot Securities Limited is acting exclusively for the Company and for no
one else and will not be responsible to anyone other than the Company for
providing the protections afforded to their clients or for providing advice in
relation to the contents of this announcement or the Re-admission. No
representation or warranty, express or implied, is made by Arbuthnot Securities
Limited as to the contents of this announcement. The information contained in
this announcement is not intended to inform or be relied upon by any subsequent
purchasers of Cross Shore Shares or Warrants (whether on or off exchange) and
accordingly no duty of care is accepted in relation to them.
The Directors and Proposed Directors of Cross Shore Acquisition Corporation
accept responsibility, individually and collectively, for the information
contained in this announcement and for compliance with the AIM Rules. To the
best of the knowledge and belief of the Directors and Proposed 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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