CUR Curidium Medica

 

TIDMCUR TIDMAVCT 
 
RNS Number : 7434L 
Curidium Medica PLC 
16 January 2009 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION 
 
 
London, 16 January 2009 
 
 
Avacta Group plc ("Avacta") 
and 
Curidium Medica plc ("Curidium") 
 
 
Offer Update: Posting of Scheme Document 
 
 
 
 
 
 
Further to the announcement of the recommended all share offer by Avacta for 
Curidium on 9 January 2009, the boards of Avacta and Curidium are pleased to 
announce that the Scheme Document relating to the Recommended Offer is being 
posted to Curidium Shareholders today. In addition the Avacta circular convening 
the Avacta General Meeting is being sent to Avacta Shareholders today. 
 
 
The Recommended Offer is being implemented by way of a scheme of arrangement 
under part 26 of the Companies Act 2006. The Scheme Document contains notices of 
the Court Meeting and the Curidium General Meeting required to approve the 
Scheme, which have been convened for 11 February 2009. 
 
 
The Recommended Offer is also conditional, among others on the approval of the 
Avacta Resolutions by the Avacta Shareholders at the Avacta General Meeting 
which has been convened for 9 February 2009. 
 
 
A copy of the Scheme Document is available for inspection during normal business 
hours on Monday to Friday of each week (public holidays excepted) until the 
Scheme becomes effective at the registered office of Curidium, being Studio 10, 
Tiger House, Burton Street, London WC1H 9BY and at the offices of Hammonds LLP 
at 7 Devonshire Square, London EC2M 4YM. The Scheme Document may also be viewed 
by eligible shareholders at www.curidium.com.  The Avacta circular may be viewed 
at www.avacta.com. 
 
 
Capitalised terms used but not defined in this announcement have the same 
meanings as set out in the announcement dated 9 January 2009 referred to above. 
 
 
Enquiries 
 
 
Avacta 
Dr Alastair Smith, Chief Executive Officer 
Tim Sykes, Chief Financial Officer 
Tel: 0870 835 4367 
 
 
Curidium 
Dr. Barry Porter, Chairman 
Rob Smith, Chief Financial Officer 
Tel: 020 7554 5100 
 
 
Novum Securities Limited (financial adviser to Avacta) 
Henry Turcan 
Tel: 020 7562 4700 
 
 
FinnCap (financial adviser to Curidium) 
Charlie Cunningham 
Tel: 020 7600 1658 
 
 
Haggie Financial (PR to Avacta) 
Nicholas Nelson 
Tel: 020 7417 8989 
 
 
Novum Securities Limited, which is authorised and regulated in the UK by the 
Financial Services Authority, is acting as financial adviser to Avacta in 
connection with the Recommended Offer and no-one else and will not be 
responsible to anyone other than Avacta for providing the protections afforded 
to clients of Novum Securities nor for providing advice in relation to the 
Recommended Offer nor any other matter referred to in this announcement. 
 
 
FinnCap, which is authorised and regulated in the UK by the Financial Services 
Authority, is acting as financial adviser and broker to Curidium in connection 
with the Recommended Offer and no-one else and will not be responsible to anyone 
other than Curidium for providing the protections afforded to clients of FinnCap 
nor for providing advice in relation to the Recommended Offer nor any other 
matter referred to in this announcement. 
 
 
This announcement is not intended to and does not constitute or form part of, an 
offer or invitation to sell or subscribe for or acquire or exchange securities 
in Avacta or Curidium or a solicitation of any vote or approval in any 
jurisdiction pursuant to the Recommended Offer or otherwise. The full terms and 
conditions of the Scheme will be set out in the Scheme Document. Curidium 
Shareholders are advised to read carefully the formal documentation in relation 
to the Recommended Offer, once it is dispatched. In deciding whether or not to 
approve the Scheme, Curidium Shareholders must rely solely on the terms and 
conditions of the Recommended Offer and the information contained, and the 
procedures described, in the Scheme Document. 
 
 
The distribution of this announcement in jurisdictions other than the UK and the 
implications of the Scheme for Curidium Shareholders outside the UK may be 
affected by the laws of the relevant jurisdictions. Curidium Shareholders 
outside the UK should inform themselves about and observe any applicable 
requirements. It is the responsibility of each Curidium Shareholder to satisfy 
himself as to the full observance of the laws of the relevant jurisdiction in 
connection therewith, including the obtaining of any governmental, exchange 
control or other consents which may be required to be observed and the payment 
of any issue, transfer or other taxes in such jurisdictions. This announcement 
has been prepared for the purpose of complying with English law and the City 
Code 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 of 
jurisdictions outside the UK. 
 
 
Cautionary note on forward looking statements 
 
 
This announcement contains certain forward-looking statements with respect to 
the financial condition, results of operations and business of Avacta and 
Curidium and certain plans and objectives of the Avacta Directors and the 
Curidium Directors with respect thereto. These forward-looking statements can be 
identified by the fact that they do not relate only to historical or current 
facts. Forward-looking statements often use words such as "anticipate", 
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", 
"may", "should", "would", "could" or other words of similar meaning. These 
statements are based on assumptions and assessments made by the 
Avacta Directors and/or the Curidium Directors in light of their experience and 
their perception of historical trends, current conditions, expected future 
developments and other factors they believe appropriate. By their nature, 
forward-looking statements involve risk and uncertainty, because they relate to 
events and depend on circumstances that will occur in the future and the factors 
described in the context of such forward-looking statements in this announcement 
could cause actual results and developments to differ materially from those 
expressed in or implied by such forward-looking statements. Although the 
Avacta Directors and Curidium Directors believe that the expectations reflected 
in such forward-looking statements are reasonable, they can give no assurance 
that such expectations will prove to have been correct and assume no obligation 
to update or correct the information contained in this document and Avacta and 
Curidium therefore caution you not to place undue reliance on these 
forward-looking statements which speak only as at the date of this announcement. 
 
 
Nothing in this announcement is intended to be a profit forecast and the 
statements in this announcement should not be interpreted to mean that the 
earnings per Avacta Share for the current or future financial periods will 
necessarily be greater than those for the relevant preceding financial period. 
 
 
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 per cent. or more of any class of 
"relevant securities" of Avacta or Curidium, all "dealings" in any "relevant 
securities" of that company (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 3.30 pm (London time) on the London business day 
following the date of the relevant transaction. This requirement will continue 
until the date on which the Acquisition and/or Scheme becomes effective, lapses 
or is otherwise withdrawn or 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 
Curidium or Avacta, they will be deemed to be a single person for the purpose of 
Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in 
"relevant securities" of Avacta or of Curidium by Avacta or Curidium, or by any 
of their respective "associates", must be disclosed by no later than 12.00 noon 
(London time) on the London 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 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. 
 
 
In accordance with Rule 2.10 of the City Code, Avacta confirms that it has 
843,560,824 ordinary shares of 0.1 pence each in issue and admitted (or pending 
admission) to trading on the AIM Market of the London Stock Exchange's under the 
UK ISIN Code GB0033519546. 
 
 
In accordance with Rule 2.10 of the City Code, Curidium confirms that it has 
18,943,439 ordinary shares of 3 pence each in issue and admitted to trading on 
the AIM Market of the London Stock Exchange's under the UK ISIN Code 
GB00B2PNRV79. 
 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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