Completion of the Acquisition remains subject to the satisfaction of the other Conditions set out in the Scheme Document, including the sanction of the Scheme by the Court, which is expected to take place on 12 August 2019. An application will be made for the suspension of dealings in Tarsus Shares with effect from 6:00 p.m. on 13 August 2019. No transfers of Tarsus Shares will be registered after 6:00 p.m. on that date. The expected timetable of principal events for the implementation of the Scheme remains as set out on page 11 of the Scheme Document.
If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified by announcement through a Regulatory Information Service. A copy of the resolutions passed at the General Meeting will today be submitted to the FCA and will shortly thereafter be available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM/ . The Scheme Document is also available for inspection on the National Storage Mechanism.
Allen & Overy LLP and Carey Olsen Jersey LLP are retained as legal advisers to Charterhouse and Bidco.
Neither Moelis & Company nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever to any person who is not a client of Moelis & Company in connection with this announcement, any statement contained herein or otherwise. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis on the information contained in the Scheme Document. Tarsus Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy.
Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Persons receiving this announcement must not distribute or send it, in whole or in part, in, into or from a Restricted Jurisdiction. The availability of the Acquisition to persons resident in, or citizens of, or otherwise subject to, jurisdictions outside the United Kingdom or Jersey may be affected by the laws of the relevant jurisdictions.
Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
Notice to Tarsus Shareholders in the US
The Acquisition relates to shares in a Jersey company and is proposed to be made by means of a scheme of arrangement under Jersey law. Such Takeover Offer would be made in the US by Bidco and no one else. Neither the SEC nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of this announcement. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.
Except as expressly provided in this announcement, neither they nor any other statements have been reviewed by the auditors of Charterhouse, Bidco or Tarsus. By their nature, these forward-looking statements involve known and unknown risks, and uncertainties because they relate to events and depend on circumstances that will occur in the future.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or profit estimate for any period, and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Tarsus, as appropriate, for the current or future financial years would necessarily match or exceed their historical published earnings or earnings per Tarsus Share, as appropriate.
Publication on a website
Save as expressly referred to in this announcement, the contents of those websites are not incorporated into, and do not form part of, this announcement.
Requesting hard copy documents
If you would like to request a hard copy of this announcement from Tarsus, please contact Tarsus’ registrar, Link Asset Services, on 0371 664 0321 or +44 371 664 0321 . Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.
Disclosure requirements of the Code
Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3 of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror.
Certain figures included in this announcement have been subjected to rounding adjustments.
All times shown in this announcement are London times, unless otherwise stated. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply.
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