Accustem Shares in uncertificated form through CREST (directly or through a broker or other nominee with a CREST account) immediately prior to the Scheme Record Time will be issued US Accustem Shares in the manner set out in paragraph 10 of Part II of the Scheme Document.
Upon the Scheme being implemented, the existing UK Accustem Shares underlying each American depositary shares (“ADSs”) representing two UK Accustem Shares each (“UK Accustem ADSs”) will be transferred to US Accustem and the US Accustem Shares issued in consideration will be registered in the names of the registered holders of UK Accustem ADSs immediately prior to the Scheme Effective Date. If the Scheme becomes effective, persons registered as holding UK Accustem ADSs at the Scheme Effective Date will be entitled to receive one US Accustem Share for every ten UK Accustem ADS held immediately prior to the Scheme Effective Date. Further details of the settlement process for holders of UK Accustem ADSs are set out in paragraph 10 of Part II of the Scheme Document.
Fractional entitlements of US Accustem Shares shall not be issued and to the extent UK Accustem Shareholders are entitled to fractional US Accustem Shares, those fractional entitlements will be aggregated by US Accustem’s transfer agent and sold as soon as practicable after the Scheme Effective Date at the then prevailing prices on the open market and the net proceeds of sale retained by US Accustem. UK Accustem Shareholders will not receive any compensation for fractional entitlements given that the value of a fractional entitlement will be substantially less than £1.00 and the costs of sending a cheque for the amount due will exceed the value of the entitlement by a significant margin.
Accordingly, whilst the effect of the Scheme will be to reduce the number of issued shares of US Accustem, UK Accustem Shareholders will still own the same proportion of US Accustem immediately after the Scheme becomes effective as they did of UK Accustem immediately before the Scheme became effective, subject to fractional interests, if any.
A number of differences exist between the UK Accustem Articles and the US Accustem By- laws. A summary of the principal differences between the rights of the UK Accustem Shareholders and US Accustem Shareholders is contained in Error! Reference source not found. of the Scheme Document.
This announcement explains the proposals and why the Board considers the Scheme to be on fair and reasonable terms and all of the proposal to be in the best interests of UK Accustem and its shareholders as a whole.
The Board is unanimously recommending that UK Accustem Shareholders vote in favour of the proposals as they intend to do in respect of their aggregate shareholdings in UK Accustem representing 38.13 per cent. of the total voting rights in UK Accustem as at the business date immediately preceding this announcement.
A summary of the recommended action is set out on paragraph 7 of Part I of the Scheme Document and on the forms of proxy accompanying the Scheme Document.
2. EXPECTED TIMETABLE OF PRINCIPAL EVENTS