Instem : Adjournment of the Court Meeting and General Meeting

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 OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

20 October 2023

Instem plc

Recommended Cash Offer by Ichor Management Limited

Adjournment of the Court Meeting and General Meeting

On 30 August 2023, the board of directors of Ichor Management Limited ("Bidco"), a newly incorporated company controlled by funds managed by ARCHIMED SAS, and the board of directors (the "Board") of Instem plc ("Instem") announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the entire issued and to be issued share capital of Instem (the "ARCHIMED Offer").

The scheme document in respect of the ARCHIMED Offer (the "Scheme Document") was published and made available to Instem Shareholders on 25 September 2023. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Scheme Document.

On 13 October 2023, Bidco announced that the financial terms of the ARCHIMED Offer, including the Acquisition Price, are final and will not be increased, except that Bidco reserved the right to revise the financial terms of the ARCHIMED Offer if (i) there is an announcement on or after the date of Bidco's 13 October 2023 announcement of a firm offer or a possible offer for Instem by a third party offeror or potential offeror on more favourable terms than the Acquisition Price; or (ii) the Takeover Panel otherwise provides its consent (the "No Increase Statement").

On 18 October 2023 the Board announced its intention to adjourn the Court Meeting and General Meeting to allow Instem Shareholders additional time to consider their votes as a result of: (i) the No Increase Statement, and (ii) following confirmation from the Board that it had received approaches from five separate third parties and provided diligence access to each of them, and that each of them had withdrawn their interest and there were no ongoing discussions with any third party regarding a potential competing offer for Instem.

Recommendation

The Board, who has been so advised by Rothschild & Co and Singer Capital Markets as to the financial terms of the Acquisition, reaffirms its belief that it considers the terms of the ARCHIMED Offer to be fair and reasonable as well as its unanimous recommendation that Instem Shareholders vote to approve the Scheme at the Court Meeting and vote in favour of the Special Resolution at the General Meeting.

In addition, and as announced by Instem on 5 October 2023, in order to help shareholders further understand the background to and reasons for the Board's unanimous recommendation of the ARCHIMED Offer, the Board published a short presentation which is available on the Company's website https://investors.instem.com/.

The Board further notes, and wishes to draw Instem Shareholders' attention to, the recommendations to vote in favour of the ARCHIMED Offer published by two major proxy advisory firms in recent weeks.

Adjournment of the Court Meeting and General Meeting

The Company confirms that the Court Meeting and the General Meeting were duly adjourned on 19 October 2023. The adjourned Court Meeting will now start at 10.00 a.m. on Thursday 2 November 2023 and the adjourned General Meeting will now start at 10.15 a.m. on Thursday 2 November 2023 (or as soon thereafter as the Court Meeting shall have concluded or adjourned). The adjourned Court Meeting and adjourned General Meeting will be held at the offices of Squire Patton Boggs (UK) LLP, No 1 Spinningfields, 1 Hardman Square, Manchester, M3 3EB.

Update on voting intentions

The Board confirms that, as at 19 October 2023, it has visibility over the following votes in favour of the Scheme, with a breakdown of the sources of such votes set out in Appendix I to this announcement:

• 13,375,104 Ordinary Shares (representing approximately 72.3% of the total votes) in relation to the Scheme to be approved at the Court Meeting; and
• 14,344,650 Ordinary Shares (representing approximately 73.7% of total votes) in relation to the Special Resolution to be approved at the General Meeting.

Accordingly, while the majority of Instem Shareholders are supportive of the ARCHIMED Offer, the Scheme must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting representing not less than 75% in value of the Scheme Shares voted, and the Special Resolution must be approved by a majority of not less than 75% of the votes cast (in person or by proxy) at the General Meeting.

Instem Shareholders should note that the instructions as to how proxy votes should be cast, as well as votes attaching to the Ordinary Shares that are the subject of a letter of representation, may be changed at any time until voting on the resolutions have closed. Accordingly, the final voting position may be different to that indicated by the votes cast as at 19 October 2023. A further announcement confirming the final votes cast will be made as soon as practicable after the conclusion of the Court Meeting and the General Meeting.

Action to be taken

Forms of proxy in respect of the Court Meeting and the General Meeting remain valid.

As further detailed in the Scheme Document, to become Effective, the Scheme will require, among other things, the approval of Scheme Shareholders at the Court Meeting and the passing of the Special Resolution at the General Meeting. It is important, that, for the Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Instem Shareholders.

Instem Shareholders who have not yet done so are therefore strongly encouraged to sign and return their Forms of Proxy, or appoint a proxy electronically using CREST (or any other procedure described in pages 8 to 10 of the Scheme Document), whether or not they intend to attend the Court Meeting and/or the General Meeting in person, as soon as possible and in any event by the revised deadlines set out below (or, in the case of a further adjourned meeting, not later than 48 hours prior to the time and date set out for the adjourned meeting).

Instem Shareholders are reminded that completion and return of a Form of Proxy, or the appointment of a proxy electronically using CREST (or any other procedure described in the Scheme Document), will not prevent them from attending, speaking and voting in person at either the Court Meeting or the General Meeting, or any adjournment thereof, if they wish and are entitled to do so.

Instem Shareholders who DO NOT wish to change their voting instructions

Instem Shareholders who have already submitted Forms of Proxy, or who have appointed a proxy electronically using CREST (or any other procedure described in pages 8 to 10 of the Scheme Document), for the Court Meeting and/or the General Meeting and do not wish to change their voting instructions, need take no further action as their Forms of Proxy (or proxy appointment by such other procedure described in pages 8 to 10 of the Scheme Document) will continue to be valid in respect of the Court Meeting and the General Meeting.

Instem Shareholders who DO wish to change their voting instructions

Instem Shareholders who have already submitted Forms of Proxy for the Court Meeting and the General Meeting and who now wish to change their voting instructions, or if you have misplaced your Forms of Proxy, should contact the Shareholder Helpline operated by Computershare, the Company's registrars, by calling 0370 703 6041 (or +44 (0)370 703 6041 if calling from outside the UK). 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 Shareholder Helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note the Shareholder Helpline cannot provide advice on the merits of the Acquisition or the Scheme nor give any financial, investment, legal or tax advice.

Instem Shareholders who have already appointed a proxy electronically using CREST (or any other procedure described in pages 8 to 10 of the Scheme Document), for the Court Meeting and/or the General Meeting and who now wish to change their voting instructions are able to do so via CREST or using such other procedure as was used in respect of the original appointment.

Instem Shareholders should note that Instem does not intend to publish a revised notice for the adjourned Court Meeting and adjourned General Meeting. No business may be transacted at the adjourned Court Meeting or the adjourned General Meeting other than the business which might properly have been transacted at the Court Meeting and General Meeting had such adjournments not taken place.

Timetable update

An updated expected timetable for the Acquisition is set out in Appendix II to this announcement. Instem will provide a further update should this timetable change. All times shown are to London times unless otherwise stated.

For further information, please contact:

Disclaimers

Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as joint financial adviser to Instem and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Instem for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to the acquisition of Instem or any other matters referred to in this Announcement. Neither Rothschild & Co nor any of its subsidiaries, branches or affiliates (nor their respective directors, officers, employees or agents) 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 Rothschild & Co in connection with this Announcement, any statement contained in this Announcement, the acquisition of Instem or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this Announcement.

Singer Capital Markets, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as joint financial adviser and nominated adviser to Instem and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Instem for providing the protections afforded to clients of Singer Capital Markets, nor for providing advice in relation to the acquisition of Instem or any other matters referred to in this Announcement. Neither Singer Capital Markets nor any of its affiliates (nor their respective directors, partners, officers, employees or agents) 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 Singer Capital Markets in connection with this Announcement, any statement contained in this Announcement, the acquisition of Instem or otherwise. No representation or warranty, express or implied, is made by Singer Capital Markets as to the contents of this Announcement.
Moelis, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for ARCHIMED and Bidco and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than ARCHIMED and Bidco for providing the protections afforded to clients of Moelis, nor for providing advice in relation to the acquisition of Instem or any other matters referred to in this Announcement. Neither Moelis nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Moelis in connection with this Announcement, any statement contained in this Announcement, the acquisition of Instem or otherwise.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through and on the terms set out in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document) and the accompanying Forms of Proxy, which contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote, approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document). Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched.

This Announcement does not constitute a prospectus or prospectus exempted document.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

Overseas shareholders

This Announcement has been prepared for the purpose of complying with English law, the AIM Rules and the 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 United Kingdom.
The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Instem Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Instem Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to any shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation or tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial information of, or the accounting standards applicable to, US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder, if applicable. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Instem outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act. It may be difficult for a US-based investor to enforce his or her rights and any claim he or she may have arising under US securities laws, since the Scheme relates to the shares of a company located in the UK, and some or all of its officers and directors may be residents of non-US jurisdictions. A US-based investor may not be able to sue a company located in the UK, or its officers or directors, in a foreign court for alleged violations of US securities laws, and it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment.

Forward-looking statements

This Announcement, oral statements made regarding the Acquisition, and other information published by Instem, Bidco and ARCHIMED may contain certain "forward-looking statements" with respect to Instem, Bidco and ARCHIMED. 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 or terms of similar meaning or the negative thereof. Forward-looking statements include, for example, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies of ARCHIMED and/or Bidco and the expansion and growth of Instem and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Instem.
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of ARCHIMED, Bidco or Instem, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to ARCHIMED, Bidco or Instem or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. None of ARCHIMED, Bidco or Instem assume any obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts, estimates or qualified benefits statements

No statement in this Announcement is intended as a profit forecast or estimate for ARCHIMED, Bidco or Instem in respect of any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per Instem Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per Instem Share.

Right to switch to a Takeover Offer

Subject to the terms of the Co-operation Agreement, Bidco reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Instem as an alternative to the Scheme. In such an event, the Takeover Offer will be made in accordance with the terms and conditions set out in this Announcement which would apply to the Scheme (with any modifications or amendments to such terms and conditions as may be required by the Takeover Panel or which are necessary as a result of Bidco's election to implement the Acquisition by way of a Takeover Offer), in accordance with the Co-operation Agreement and subject to the amendment referred to in Appendix I to this Announcement.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Instem's website at https://investors.instem.com and on Bidco's website at www.Ichor-offer.com by no later than 12:00 noon on the Business Day following the date of this Announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Instem's registrar, Computershare Investor Services PLC during business hours (8.30 a.m. to 5.30 p.m.) on +44 (0)370 703 6041 or by submitting a request in writing to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS13 8AE. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications - information for Instem Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Instem Shareholders, persons with information rights and other relevant persons for the receipt of communications from Instem may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 of the Codeto comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Instem or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) Instem and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of Instem 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(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Instem or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Instem or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Instem and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Instem or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by Instem and by any offeror, and Dealing Disclosures must also be made by Instem, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.