Announcement • Nov 23
Sourcebio International Plc Announces Proposed Cancellation of Admission of Its Ordinary Shares to Trading on AIM Sourcebio International Plc announced the proposed cancellation of admission of its Ordinary Shares to trading on AIM, pursuant to Rule 41 of the AIM Rules, a proposed tender offer pursuant to which up to 11,071,810 Ordinary Shares (representing approximately 14.9 per cent. of the existing share capital of the Company) would be purchased by the Company at a price of 115 pence per Ordinary Share, re-registration as a private limited company and the adoption of new articles of association. Expected time of Cancellation of Ordinary Shares purchased by the Company pursuant to the Tender Offer is December 21, 2022, Expected Last day of dealings in the Ordinary Shares on AIM is December 29, 2022, and expected Cancellation of admission of the Ordinary Shares to trading on AIM will be December 30, 2022. Under the AIM Rules, the Cancellation can only be effected by the Company after securing a special resolution of Shareholders in a general meeting and the expiry of a period of 20 clear Business Days from the date on which notice of the Cancellation is given to the London Stock Exchange. This notice was given today. In addition, a period of at least five clear Business Days following Shareholders' approval of the Cancellation is required before the Cancellation may become effective. The Resolutions seek (amongst other matters) the approval of Shareholders for the Cancellation. Assuming that the Resolutions are approved, it is proposed that the Cancellation will take place by 7.00 a.m. on December 30, 2022. In order to comply with applicable company law and the AIM Rules, the Proposals require the approval of Shareholders at a general meeting of the Company. The Company is convening a general meeting for midday on 20 December 2022, to be held by means of electronic facility and at 1 Orchard Place, Nottingham Business Park, Nottingham, NG8 6PX, to consider and, if thought fit, pass: (a) a special resolution to authorise and to approve the terms under which the Tender Offer will be effected; (b) a special resolution for the Cancellation; (c) a special resolution relating to the Re-Registration; and (d) a special resolution relating to the replacement of the Company's current articles of association with the New Articles. Announcement • Nov 09
Sourcebio International Considers the Cancellation of the Admission of the Company's Ordinary Shares to Trading on the AIM SourceBio International plc Board is considering the cancellation of the admission of the Company's ordinary shares ("Ordinary Shares") to trading on the AIM market of the London Stock Exchange (the "Cancellation") and a proposed tender offer by the Company (the "Tender Offer") for a proportion of the Ordinary Shares, subject to, amongst other things, shareholder approval and securing the necessary financing. The Board has conducted a review of the benefits and drawbacks to the Company retaining its listing on AIM and maintaining its existing corporate structure. Subject to shareholder approval, as noted below, the Board believes that the Cancellation would be in the best interests of the Company and its shareholders as a whole, for the following reasons: although one of the main benefits of a company being on AIM is the potential to issue new shares to raise additional funds for investment or to issue new shares as consideration for acquisitions, the Company is unable to raise money at what the Directors believe to be a fair valuation and, due to the low liquidity, the shares do not represent an attractive currency; the Board believes that the Company's current share price does not accurately reflect the future potential of the business, especially given the significant growth opportunities in Cellular and Digital Pathology; the Group is focused on aggressively growing the three core business units: Healthcare Diagnostics (Cellular and Digital Pathology), Genomics and Stability Storage. There may be corporate development and restructuring that is needed to drive and develop such growth which may potentially be executed faster and more nimbly if the Company were a private business; the Board believes that, as a private company, the ability of the Company to command a much higher valuation for the business on eventual exit would serve in the best interest of Shareholders; there is limited trading of the Ordinary Shares; and the Company estimates that it could save annualised costs of circa £600,000 per annum, being incremental costs resulting from the Company being a public limited company with a listing on AIM. In conjunction with the Cancellation, theCompany is planning the Tender Offer at a price of 115 pence per Ordinary Share. Whilst yet to be finalised, it is intended that the Tender Offer would be for a proportion of the Ordinary Shares and would be open to certain shareholders, to the extent that shareholders do not wish to retain their Ordinary Shares post Cancellation. It is expected that holders of a substantial proportion (at least 48%) of the Ordinary Shares will not tender shares under the Tender Offer and therefore the Company expects to be able to purchase a large proportion of the remaining shares. The Group is in advanced discussions in relation to securing the necessary financing for the Tender Offer. In compliance with applicable law, regulations and the AIM Rules, the Cancellation, the Tender Offer, the proposed re-registration of the Company as a private limited company and the adoption of new articles of association will, amongst other things, require the final approval of the Board and the approval of Shareholders at a general meeting of the Company. The Tender Offer and Cancellation will be inter-conditional. The Tender Offer will require the consent of the Panel on Takeovers and Mergers and will need to comply with the Takeover Code (the "Code"), including seeking waivers under Rule 9 and Rule 37 of the Code, and will require shareholder approval. The Company expects to provide fuller details of these arrangements in due course. Reported Earnings • Sep 09
First half 2022 earnings released: UK£0.028 loss per share (vs UK£0.11 profit in 1H 2021) First half 2022 results: UK£0.028 loss per share (down from UK£0.11 profit in 1H 2021). Revenue: UK£20.5m (down 45% from 1H 2021). Net loss: UK£2.09m (down 126% from profit in 1H 2021). Revenue is expected to decline by 13% p.a. on average during the next 3 years, while revenues in the Healthcare industry in Germany are expected to grow by 4.4%. 
