TIDMXEN
RNS Number : 3808Y
Xenetic Biosciences PLC
23 January 2014
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 OF
SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
23 January 2014
RECOMMENDED OFFER
BY
GENERAL SALES AND LEASING, INC.
FOR
XENETIC BIOSCIENCES PLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
COURT SANCTION OF SCHEME AND REDUCTION OF CAPITAL,
SCHEME EFFECTIVE AND
ACQUISITION UNCONDITIONAL IN ALL RESPECTS
The board of Xenetic is pleased to announce that, today, the
Court has sanctioned the Scheme and has confirmed the associated
Reduction of Capital. Also today, the Court Orders were delivered
to the Registrar of Companies and therefore the Scheme to effect
the Acquisition has now become effective in accordance with its
terms and the entire issued share capital of Xenetic is now owned
by GSL (which recently changed its name to Xenetic Biosciences,
Inc.). The Acquisition is therefore unconditional in all
respects.
Accordingly, it is expected that the cancellation of admission
of Xenetic Shares to trading on AIM will become effective at 7.00
am tomorrow, 24 January 2014.
It is expected that the quotation of GSL Consideration Shares on
OTCBB and OTCQB will become effective on 27 January 2014.
Currently, the GSL Shares trade on the OTC BB under the temporary
symbol "GAIFD" pursuant to the FINRA rules of transition. The D
will be removed and the symbol will be changed officially to "XBIO"
on or about 11 February 2014.
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
given to them in the Scheme Document.
Enquiries:
General Sales and Leasing, Inc. +1 702 312 6255
Ari L. Nagler (President and CEO)
Kyleen Cane, Cane Clark LLP (US counsel to GSL)
Xenetic Biosciences plc +44 (0)20 3021 1500
Colin Hill (Chief Financial Officer)
London Bridge Capital Limited +44 (0)7912 201639
(Financial adviser to Xenetic)
Adam Hart
N+1 Singer +44 (0)20 7496 3000
(Nominated Adviser & Broker to Xenetic)
Aubrey Powell
Walbrook PR +44 (0)20 7933 8780
Mike Wort
Anna Dunphy
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of, any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Acquisition will be effected solely
through the Scheme Document, the Equivalent Document and the Forms
of Proxy, which together will contain the full details and terms
and conditions of the Scheme, including the details of how to
approve the Scheme. The Equivalent Document in relation to the GSL
Consideration Shares, for which GSL is responsible, will be
published by GSL on or about the date on which the Scheme Document
is posted and will contain information about GSL and the GSL
Consideration Shares. The text of the Equivalent Document will, for
convenience only, be replicated in the Scheme Document.
London Bridge Capital Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Xenetic as its financial adviser and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Xenetic for providing the protections afforded to
clients of London Bridge Capital Limited nor for providing advice
in connection with the Acquisition or the content of, or any other
matter or arrangement described or referred to in, this document.
Neither London Bridge Capital Limited nor any of its directors,
officers, subsidiaries or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of London Bridge Capital Limited in
connection with the Acquisition or any other matter referred to in
this document, any statement contained herein or otherwise.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Xenetic as its nominated adviser and broker and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Xenetic for providing the protections afforded to
clients of N+1 Singer nor for providing advice in connection with
the Acquisition or the content of, or any other matter or
arrangement described or referred to in, this document. Neither N+1
Singer nor any of their respective directors, officers,
subsidiaries or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of N+1 Singer in connection with the Acquisition or
any other matter referred to in this document, any statement
contained herein or otherwise.
This announcement has been prepared for the purposes of
complying with English law and the information disclosed may be
different from that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside England and Wales. Overseas Shareholders
should consult their own legal and tax advisers with regard to the
legal and tax consequences of the Scheme and the Acquisition on
their particular circumstances.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the availability of
any offer to shareholders in Xenetic who are not resident in the
United Kingdom may be affected by the laws or regulations of any
such jurisdictions. Accordingly, any persons who are subject to the
laws or regulations of any jurisdiction other than the United
Kingdom should inform themselves of, and observe, any applicable
requirements.
Publication on website
A copy of this announcement is, and will be available, free of
charge for inspection on Xenetic's website at www.xeneticbio.com
during the course of the Acquisition but should not be forwarded or
transmitted in or into or from any Overseas Jurisdiction.
For the avoidance of doubt, the content of the website referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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