Recommended Cash Offer, 30 Aug 2023 07:00

30 August 2023, 07:00

Source - LSE Regulatory

RNS Number : 7281K

Instem plc

30 August 2023

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

30 August 2023

RECOMMENDED CASH OFFER

ICHOR MANAGEMENT LIMITED

(a newly incorporated company controlled by funds managed by ARCHIMED SAS)

for

INSTEM PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Summary

· The board of directors of Ichor Management Limited ("Bidco") and the board of directors of Instem plc ("Instem") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued ordinary share capital of Instem (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a scheme of arrangement under Part 26 of the Companies Act.

· Under the terms of the Acquisition, each Instem Shareholder will be entitled to receive:

833 pence in cash per Instem Share

· The Acquisition values the entire issued and to be issued ordinary share capital of Instem at approximately £203 million.

· The Acquisition Price represents a premium of approximately:

- 41 per cent. to the Closing Price of 590 pence per Instem Share on 29 August 2023 (being the last Business Day prior to this Announcement);

- 35 per cent. to the Volume Weighted Average Price per Instem Share during the three month period ended 29 August 2023 (being the last Business Day prior to this Announcement); and

- 34 per cent. to the Volume Weighted Average Price per Instem Share during the six month period ended 29 August 2023 (being the last Business Day prior to this Announcement).

Background to and reasons for the Acquisition

· Instem is a market leading provider of workflow, data and IT solutions across the drug development lifecycle to the global life sciences market and is well positioned to capitalise on the growing R&D market due to its high-quality product portfolio and development potential. Bidco is fully aligned with Instem management team's vision for Instem to achieve its organic and inorganic growth ambitions.

· Bidco believes that Instem can leverage ARCHIMED's deep industry knowledge and network as a healthcare specialist investor to accelerate Instem's growth strategy and support Instem's management team in expanding its product offering and continuing to transition customers from on-premise to SaaS.

· Bidco believes that the Acquisition has a strong strategic rationale, representing a highly compelling opportunity to enable Instem to:

- capitalise on operating leverage via its transition of its market leading Study Management product offering from an on-premise delivery model to a SaaS based model;

- accelerate organic growth in its growing In Silico & Translational Science and Clinical Trial Analytics business segments by leveraging ARCHIMED's network and experience;

- deploy additional capital for accretive and value enhancing M&A opportunities;

- continue the vision of Instem's highly experienced management team; and

- augment Instem's position as a market-leader and trusted partner to the global health and life sciences community.

Recommendation

· The Instem Directors, who have been so advised by Rothschild & Co and Singer Capital Markets as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Instem Directors, Rothschild & Co and Singer Capital Markets have taken into account the commercial assessments of the Instem Directors.

· Accordingly, the Instem Directors intend to recommend unanimously that the Instem Shareholders vote in favour of (or procure votes in favour of) the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, subject to the terms of the Co-operation Agreement and with the consent of the Takeover Panel, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer), as the Instem Directors who have an interest in Instem Shares (in a personal capacity or through a nominee or related family trust) have irrevocably undertaken to do (or procure to be done) in respect of their own (and their connected persons') beneficial holdings of 2,107,579 Instem Shares (representing, in aggregate, approximately 9.20 per cent. of the Instem Shares in issue on 29 August 2023 (being the last Business Day prior to this Announcement)).

· Full details of the irrevocable undertakings received by Bidco are set out in Appendix III to this Announcement.

Information on Bidco and ARCHIMED

Bidco

Bidco is a newly incorporated company controlled by funds managed by ARCHIMED. Bidco was formed for the purposes of the Acquisition and has not traded prior to the date of this Announcement nor has it entered into any obligation other than in connection with the Acquisition.

ARCHIMED

With offices in Europe, North America and Asia, ARCHIMED is a leading global investment firm that is exclusively focused on healthcare industries, with more than €8 billion of assets under management and past and current investments in 32 healthcare companies that serve customers around the world. Over the last twenty years, ARCHIMED's leadership team has directly managed and invested in over eighty small to large size healthcare companies globally, representing over €30 billion of combined value.

ARCHIMED specialises in investing in operating companies across various segments of the healthcare industry, including Healthcare IT, Biologic Services, Biopharma Products, In Vitro Diagnostics, Med Tech, Pharma Services and Consumer Health. Its mix of operational, medical, scientific and financial expertise allows ARCHIMED to serve as both a strategic and financial partner to North American and European healthcare businesses. ARCHIMED's specialisation in healthcare industries also enables it to develop a deep understanding of the unique challenges and opportunities for healthcare businesses and leverage its network of healthcare talents to support its portfolio companies.

Since inception, ARCHIMED has raised five main funds and made investments ranging from €10 million to €1 billion. It has been particularly focused on providing its companies with the strategic, operational and financial resources required to facilitate the companies' efforts in innovation, internationalisation, capacity increase, product range expansion and acquisitions.

Timetable and Conditions

· It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Bidco to acquire the whole of the issued and to be issued share capital of Instem. The Scheme will be put to Instem Shareholders at the Court Meeting and to Instem Shareholders at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Instem Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. The Resolution must also be approved by Instem Shareholders at the General Meeting. The General Meeting is expected to be held immediately after the Court Meeting.

· The Scheme will also need to be sanctioned by the Court. Finally, a copy of the Court Order must be delivered to the Registrar of Companies for registration, upon which the Scheme will become Effective.

· The Acquisition will be made in accordance with the Code and is subject to the Conditions and certain further terms set out in Appendix I, and to the full terms and conditions which will be set out in the Scheme Document. The Conditions include the receipt of regulatory approvals as further described in this Announcement.

· It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, together with the associated Forms of Proxy, will be posted to Instem Shareholders within 28 days of this Announcement (or such later time as Instem, Bidco and the Takeover Panel agree) and the Court Meeting and the General Meeting are each expected to be held as soon as possible thereafter, giving the required notice for such meetings.

· The Acquisition is currently expected to complete during the fourth quarter of 2023, subject to the satisfaction or (where applicable) waiver of the Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.

Commenting on the Acquisition, David Gare, Chair of Instem, said:

"The Instem Board is pleased with the considerable progress made by the Company following the successful integration of acquisitions and the implementation of its strategy to achieve and maintain a growing portfolio of 'world leading life science workflow and data solutions'.

While this strategy, endorsed by the Board, is anticipated to generate substantial long-term value for shareholders, we also note that the next phase of development for the business is at an early stage and there is an element of risk attached to some of our recent initiatives, which will take time to deliver value.

The offer from Bidco represents an attractive valuation and offers shareholders the certainty of cash today, while also fairly reflecting the exceptional quality of the Instem business, its people and its future prospects. Under Bidco's private ownership, without the costs and regulation of a listed company, Instem will be able to pursue its organic growth strategy, while benefiting from the expertise and capital to accelerate its successful acquisitive growth plan.

Accordingly, those members of the Board who are also Instem Shareholders have irrevocably undertaken to vote the Instem Shares in which they are interested in favour of the Acquisition. The Board also intends to recommend unanimously that Instem Shareholders also vote in favour of the Acquisition."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. In particular, the Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

Instem

Phil Reason Via Walbrook

Nigel Goldsmith

Rothschild & Co (Financial Adviser to Instem)

Alistair Allen Tel: +44 (0) 161 827 3800

Julian Hudson

Tom Palmer

Singer Capital Markets Advisory LLP (Nominated Adviser, Joint Financial Adviser and Joint Broker to Instem)

Peter Steel Tel: +44 (0) 20 7496 3000

Alex Bond

Oliver Platts

Stifel Nicolaus Europe Limited (Joint Broker to Instem)

Ben Maddison Tel: +44 (0) 20 7710 7600

Richard Short

Walbrook Financial PR (Public Relations Adviser to Instem)

Tom Cooper Tel: +44 (0) 20 7933 8780

Nick Rome

Joe Walker

ARCHIMED SAS

Vincent Guillaumot Tel: +33 4 81 11 35 33

Brian Sheridan

Sandrine Laporte

Moelis & Company UK LLP (Financial Adviser to ARCHIMED and Bidco)

Philippe Gallone Tel: +44 (0) 20 7634 3500

Chris Raff

François Saint-Lo

Simon Chaudhuri

Latham & Watkins (London) LLP are retained as legal adviser to ARCHIMED and Bidco.

Squire Patton Boggs (UK) LLP are retained as legal adviser to Instem.

Disclaimers

Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Instem and for no one else in connection with the matters set out 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 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 or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this Announcement.

Singer Capital Markets Advisory LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser and nominated adviser exclusively for Instem and no-one else in connection with the subject matter of 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 connection with the subject matter of this Announcement. Neither Singer Capital Markets nor any of its affiliates (nor any of 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 herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Singer Capital Markets as to the contents of this Announcement.

Moelis & Company UK LLP ("Moelis"), which is regulated by the FCA in the United Kingdom, is acting exclusively for ARCHIMED and Bidco and no one else in connection with the Acquisition and other matters set out in this Announcement and will not be responsible to anyone other than ARCHIMED and Bidco for providing the protections afforded to clients of Moelis, or for providing advice in connection with the Acquisition or any matter referred to herein. Neither Moelis nor any of its 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 Moelis in connection with this Announcement, any statement contained herein 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 will 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.

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 or estimates

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 Code to 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.

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, Instem confirms that, as at the date of this Announcement, it had in issue 22,899,433 ordinary shares of 10 pence each. No shares are held in treasury. The ISIN for the ordinary shares is GB00B3TQCK30.

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.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

30 August 2023

RECOMMENDED CASH OFFER

ICHOR MANAGEMENT LIMITED

(a newly incorporated company controlled by funds managed by ARCHIMED SAS)

for

INSTEM PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

1. Introduction

The board of directors of Ichor Management Limited ("Bidco") and the board of directors of Instem plc ("Instem") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued ordinary share capital of Instem (the "Acquisition").

It is intended that the Acquisition will be implemented by way of a scheme of arrangement under Part 26 of the Companies Act.

2. The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document, each Instem Shareholder will be entitled to receive:

833 pence in cash per Instem Share

· The Acquisition values the entire issued and to be issued ordinary share capital of Instem at approximately £203 million.

· The Acquisition Price represents a premium of approximately:

- 41 per cent. to the Closing Price of 590 pence per Instem Share on 29 August 2023 (being the last Business Day prior to this Announcement);

- 35 per cent. to the Volume Weighted Average Price per Instem Share during the three month period ended 29 August 2023 (being the last Business Day prior to this Announcement); and

- 34 per cent. to the Volume Weighted Average Price per Instem Share during the six month period ended 29 August 2023 (being the last Business Day prior to this Announcement).

The Instem Shares will be acquired by Bidco with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the Instem Shares.

If any dividend or other distribution in respect of the Instem Shares is declared, paid or made on or after the date of this Announcement, Bidco reserves the right to reduce the consideration payable for each Instem Share under the terms of the Acquisition by the amount per Instem Share of such dividend or distribution, in which case any reference in this Announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced.

3. Recommendation

The Instem Directors, who have been so advised by Rothschild & Co and Singer Capital Markets as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Instem Directors, Rothschild & Co and Singer Capital Markets have taken into account the commercial assessments of the Instem Directors.

Accordingly, the Instem Directors intend to recommend unanimously that the Instem Shareholders vote in favour of (or procure votes in favour of) the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, subject to the terms of the Co-operation Agreement and with the consent of the Takeover Panel, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer), as the Instem Directors who have an interest in Instem Shares (in a personal capacity or through a nominee or related family trust) have irrevocably undertaken to do in respect of their own (and their connected persons') beneficial holdings of 2,107,579 Instem Shares (representing, in aggregate, approximately 9.20 per cent. of the Instem Shares in issue on 29 August 2023 (being the last Business Day prior to this Announcement)).

Further details of these irrevocable undertakings are set out below and in Appendix III to this Announcement.

4. Background to and reasons for the Acquisition

Instem is a market leading provider of workflow, data and IT solutions across the drug development lifecycle to the global life sciences market. As global R&D volume continues to increase, Instem is well-placed to capitalise on the organic growth in the number of users amongst existing clients as well as expand its solutions product lines to reach new market users. Bidco is highly enthused by the quality of Instem's market leading pre-clinical solutions across its Study Management product modules, and is fully aligned with the Instem management team's vision for Instem to achieve its growth ambitions through both organic revenue growth and targeted accretive M&A.

Bidco believes that Instem is better able to achieve its full potential and continue transitioning customers from an on-premise software delivery model to a SaaS based model in a private market setting enabled by the acceleration of investment in technology and growth. Bidco believes it would be able to leverage ARCHIMED's deep industry knowledge as a healthcare specialist investor, extensive network of industry specialists and additional financial resources to accelerate Instem's growth strategy and support Instem's management team.

Bidco believes that the Acquisition has a strong strategic rationale, representing a highly compelling opportunity to enable Instem to:

· capitalise on operating leverage via its transition of its market leading Study Management product offering from an on-premise delivery model to a SaaS based model;

· accelerate organic growth in its growing In Silico & Translational Science and Clinical Trial Analytics business segments by leveraging ARCHIMED's network and industry experience;

· deploy additional capital for accretive and value enhancing M&A opportunities;

· continue the vision of Instem's highly experienced management team; and

· augment Instem's position as a market-leader and trusted partner to the global health and life sciences community across the drug development lifecycle.

5. Background to and reasons for the recommendation

Since its initial public offering in 2010, Instem has undergone substantial development across its operations, resulting in significant growth and expansion of the business. Instem's solutions are in use by over 700 customers worldwide, including the largest 25 global pharmaceutical companies, enabling clients to bring life enhancing products to market faster.

In 2010, Instem had revenue of £10.0 million and EBITDA of £2.3 million. The Instem Board is proud of the incremental revenue and profit growth that has followed, fuelled by innovation and technology demand, leading to Instem reporting revenue of £58.9 million and EBITDA of £10.9 million in 2022, driven by increasing IT demand, innovation, product development, and strategic integration of several complementary businesses.

Whilst the Instem Directors are highly confident in the long-term prospects of the business as an independent listed company, the Instem Board notes:

· ARCHIMED's offer of 833 pence per Instem share followed the Instem Directors having received and rejected a series of unsolicited proposals from ARCHIMED, with the first approach made in March 2023;

· the Acquisition represents an attractive premium of 41 per cent. to the Closing Price and 35 per cent. to the volume weighted average price in the three months to 29 August 2023 (being the last Business Day prior to this Announcement);

· the Acquisition represents an attractive implied enterprise value multiple of 18.3x EBITDA of £10.9 million for the year ended 31 December 2022;

· after careful consideration together with its advisers Rothschild & Co and Singer Capital Markets, the Instem Board believes that the Acquisition reflects the strength of the Instem business today and its future prospects; and

· while Instem has a strategy to deliver the next phase of development for the business, this phase is at an early stage and there is an element of risk attached to some of our recent initiatives, which will take time to deliver value. ARCHIMED's offer provides an opportunity for Instem Shareholders to receive a full price and crystallise, in cash, the value of their investments.

The Instem Directors also acknowledge the benefits of private ownership, including greater access to capital to pursue new growth opportunities, in particular creating the opportunity to build on and accelerate Instem's successful track record of acquisitive growth.

In considering the Acquisition, the Instem Directors have taken into account ARCHIMED's stated intentions for the business and its employees. The Instem Directors believe that the Acquisition represents an opportunity which results in a positive outcome for all its stakeholders, including customers, employees and shareholders.

Accordingly, after careful consideration of the above factors, the Instem Directors are pleased to confirm their intention to recommend unanimously that Instem Shareholders vote in favour of the Scheme at the Court Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer), as the Instem Directors have committed to do in respect of their Instem Shares (where applicable).

6. Conditions

The Acquisition is conditional, amongst other things, upon:

(a) the approval of the Scheme by a majority in number representing not less than 75 per cent. in value of the Instem Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment, postponement or reconvention of such meeting) on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Instem and the Court may allow);

(b) the passing of the Resolution by the requisite majority at the General Meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Instem may agree and the Court may allow); and

The attention of Instem Shareholders is drawn to the fact that the Acquisition is also conditional on other Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document.

7. Irrevocable undertakings

Bidco has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, subject to the terms of the Co-operation Agreement and with the consent of the Takeover Panel, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from all of the Instem Directors who hold Instem Shares (in a personal capacity or through a nominee or related family trust) in respect of their (and their connected persons') entire beneficial holdings of Instem Shares, amounting, in aggregate, to 2,107,579 Instem Shares (representing, in aggregate, approximately 9.20 per cent. of the Instem Shares in issue on 29 August 2023 (being the last Business Day prior to this Announcement)).

Further details of these irrevocable undertakings (including details of the circumstances in which they cease to be binding) are set out in Appendix III to this Announcement.

8. Information on ARCHIMED and Bidco

Bidco

ARCHIMED

ARCHIMED specialises in investing in operating companies across various segments of the healthcare industry, including Health Tech and Software, Biologic Services, Biopharma Products, In Vitro Diagnostics, Med Tech, Pharma Services and Consumer Health. Its mix of operational, medical, scientific and financial expertise allows ARCHIMED to serve as both a strategic and financial partner to North American and European healthcare businesses. ARCHIMED's specialisation in healthcare industries also enables it to develop a deep understanding of the unique challenges and opportunities for healthcare businesses and leverage its network of healthcare talents to support its portfolio companies.

9. Information on Instem

Instem is a leading provider of IT solutions and services to the life sciences market for Study Management, Regulatory Submissions, Clinical Trial Analytics and Informatics-based Insight Generation. The Instem Group's suite of software solutions and services enables its clients to accelerate the process of bringing life-enhancing products to market, delivering increased client productivity by automating study-related processes whilst at the same time generating new knowledge through the extraction and harmonisation of actionable scientific information. Instem's offering has been purposefully positioned such that it now covers aspects of the entire drug development value chain, from discovery through to market launch.

Instem has over 700 customer relationships, covering the leading pharmaceutical, chemical and contract research organisations as well as academic, government and privately funded research institutions across many locations worldwide. The Instem Group's recurring customers include the top 25 pharmaceutical and biotech companies globally such as GlaxoSmithKline and AstraZeneca.

The Instem Group has in recent years grown organically and by acquisition. Notable recent developments include the acquisitions in 2021 of d-Wise Technologies, Inc, a US-based provider of clinical trial technology and consultancy services, The Edge Software Consultancy Ltd, a UK-based provider of drug discovery software solutions and PDS Pathology Data Systems Ltd, a Switzerland-based provider of software to the life sciences industry for non-clinical study management and outsourced services for regulatory submissions.

In May 2023, Instem announced that it had been granted exclusive rights to transition the ToxHub Platform (the "Platform") from eTRANSAFE, a consortium of 13 international life sciences companies. Instem plans to commercialise the Platform, which has been designed to speed up the development of medicines. The Platform will be integrated into its Centrus® software suite (previously branded in silico) which provides data sharing, predictive modelling and insight generation for the drug discovery and development process. Instem also announced in May 2023 that it had received its first SaaS subscription order for the Platform from Bayer AG, a member of the eTRANSAFE consortium.

Instem's European headquarters and registered office is located in Staffordshire in the UK, with its North American headquarters in Philadelphia in the USA. Instem also has other offices in the UK, USA as well as a presence in China, India, Japan, France, Romania and Switzerland. Instem's average monthly number of employees was 493 in FY22. Instem Limited, the original Instem business, was founded in 1969 and Instem's ordinary shares were admitted to trading on AIM in 2010.

Recent financial performance

On 15 August 2023, Instem announced the following trading update for the six months ended 30 June 2023 ("H1 FY2023"):

"Financial Highlights

Revenue for H1 2023 is expected to be in the region of £29.7m (H1 2022: £27.0m), an increase of approximately 10.2%, with recurring software revenue growing by 27%. This excludes Samarind Limited, which was sold on 1 April 2023 and will be classified as a discontinued operation in the H1 2023 results statement. Annual Recurring Revenue ("ARR") at 1 July 2023 was c.£41m (1 July 2022: £32m). Overall performance was broadly in line with management expectations.

Closing cash at 30 June 2023 was £8.4m (30 June 2022: £10.3m), after £5.8m of deferred consideration paid in H1 2023 in relation to certain of the Company's previous acquisitions. The Group's balance sheet remains strong, retaining the flexibility to execute on acquisition opportunities as they arise. The Board is currently appraising a healthy pipeline of opportunities progressed to various stages.

Operational Highlights

The Company commenced the next phase of its development, positioning itself at the forefront of the growing Artificial Intelligence ("AI") opportunity with an increased focus on in silico solutions as part of a blended growth strategy, building on the relationships and fundamentals of the established business.

The transfer of the ToxHub Platform (the "Platform") and launch of Centrus® announced in May 2023 enables existing and new clients to utilise a single repository from which to unlock new knowledge through the application and deployment of cutting-edge algorithms.

The Company also renewed its long-standing agreement with the National Toxicology Program ("NTP"), run by the US National Institute of Environmental Health Sciences ("NIEHS") during the period - providing further potential for Instem to broaden its in silico presence. The size and scale of this extension underpins increased revenue visibility.

Post period end, the Company grew its Provantis footprint further, with Altasciences signing a three-year subscription order worth $3.1m. This follows the acquisitions of Calvert Labs and Sinclair Research by Altasciences and the subsequent decision to standardise on Provantis and to transition from on-premises deployment to Instem's cloud-based solutions, increasing its Provantis user licences from 250 to more than 600.

Outlook

The Company remains optimistic about the growth potential having positioned itself to provide solutions across the entire drug discovery and development life cycle. The in silico growth opportunity, in particular, is expected to increase as the Company addresses the pressing market need to reduce the cost and time of life sciences research and development, leveraging the integration of "Toxhub" data and technology into its existing Centrus suite.

As in 2022, it is expected that revenue growth will be second half weighted benefitting from increased software recurring revenue, predominantly from new business already secured and the reliable renewal of contracts with current clients.

With an increasing number of customer touch points and cross selling opportunities management is confident that Instem's performance will be broadly in line with the Board's expectations for the full year.

Phil Reason, Instem CEO, commented: "We are delighted with the continued momentum we are seeing, advocating our acquisition strategy and highlighting our standing across the drug research and development lifecycle. We believe there is significant potential to continue driving value and look forward to building on the Company's growing market reach.""

10. Management, employees, pensions, research and development and locations of the Instem Group

Strategic plans for Instem

As set out in paragraph 4 above, Bidco believes that the Acquisition has a compelling strategic rationale.

Bidco believes it is well-suited to accelerate Instem's growth as a trusted solutions provider and partner to healthcare industry customers. Bidco will provide Instem with the strategic, tactical and financial resources required to support the management team's efforts in accelerating their efforts in exploring organic growth opportunities including expanding its existing product range and improving operating margin.

Bidco plans to assess opportunities to make accretive and value enhancing acquisitions, with an aim to expand the scope and scale of Instem's service oﬀering. Bidco intends to assist Instem's management in identifying, evaluating and ﬁnancing the acquisitions of complementary companies, as well as accelerating investment in organic growth prospects to further support Instem's expansion.

Employees and management

Bidco attaches great value to the skills, experience and commitment of the existing Instem management and employees and believes that they will be fundamental in maximising the long term success of Instem. Bidco is committed to fully support management in continuing to execute their strategic and growth vision, notably the recently announced re-organisation of Instem into 3 strategic Business Units: Study Management, In Silico & Translational Science and Clinical Trial Analytics.

Once Instem ceases to be a listed company, a limited number of public company-related functions may be reduced in scope or become unnecessary. No proposals have been developed yet as to how any such headcount reductions will be implemented but Bidco intends to work with Instem's management to identify after the date of this announcement how individuals in affected roles may be reassigned to other appropriate roles within Instem prior to or with effect from the Scheme becoming Effective. Bidco intends to support any steps taken by Instem management to reassign individuals appropriately, and confirms that the intention is for any individuals impacted to be treated in a manner consistent with Instem's high standards and culture and that Bidco will observe Instem's existing redundancy practices and policies, including undertaking appropriate consultation with affected employees.

The board of Bidco confirms that, upon the Scheme becoming Effective, the existing contractual and statutory employment rights, including pension rights, of all management and employees of the Instem Group will be fully safeguarded.

Upon the Scheme becoming Effective, the non-executive directors of Instem will resign and from that point will cease to be directors of Instem.

Existing rights and pension schemes

Bidco confirms that, following completion of the Acquisition, the existing statutory and contractual rights and terms and conditions of employment of management and employees of Instem Group, including in relation to pensions, will be fully safeguarded in accordance with applicable law. Bidco has no intention to make any material modifications to the conditions of employment of management or employees of Instem Group or in the balance of their skills and functions, unless otherwise agreed upon with the respective employees. Bidco does not intend to make any changes to the funding arrangements in relation to Instem's legacy defined benefit pension scheme (which is closed to new members). The defined benefit scheme operated by Instem is closed to future accrual of benefits. There are no plans to make any changes to any defined contribution scheme(s) operated by Instem.

Incentivisation and retention arrangements

Bidco believes that the ongoing participation of senior management of the Instem Group is very important to the future success of the Instem Group. No discussions in relation to incentivisation arrangements have yet taken place and no discussions are expected to take place prior to completion of the Acquisition, but Bidco intends to put in place appropriate arrangements for selected members of senior management of the Instem Group following completion of the Acquisition.

Location of business, fixed assets and headquarters; research and development

Bidco has no plans to change the locations of business or the headquarters of Instem beyond any ordinary course changes planned by the current management of Instem. Bidco does not intend to redeploy the fixed assets of Instem. Bidco has no intention to make any changes to Instem's research and development function.

Trading Facilities

The Instem Shares are admitted to trading on the London Stock Exchange's AIM market. As set out in paragraph 15, it is intended that an application will be made for the cancellation of trading of the Instem Shares on the London Stock Exchange's AIM market to take effect on or shortly after the Effective Date.

It is intended that Instem be re-registered as a private limited company on, or as soon as practicable following, the Effective Date.

Statements

No statements in this paragraph 10 constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

11. Financing

The cash consideration payable to the Instem Shareholders under the terms of the Acquisition is intended to be financed by indirect capital contributions to Bidco to be invested by (i) MED Platform II S.L.P. and (ii) MED Platform II B FPCI (in connection with which an equity commitment letter has been entered into with Bidco).

Moelis, in its capacity as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the cash consideration payable to Instem Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

12. Offer-related arrangements

Confidentiality Agreement

ARCHIMED and Instem entered into a confidentiality agreement dated 7 June 2023 pursuant to which, amongst other things, ARCHIMED has undertaken to: (a) subject to certain exceptions, keep confidential information relating to Instem confidential and not to disclose it to third parties; and (b) use such confidential information only in connection with the Acquisition. The confidentiality obligations remain in force notwithstanding termination of discussions relating to the Acquisition. The Confidentiality Agreement further includes standstill obligations which restricted ARCHIMED from acquiring or offering to acquire interest in certain securities of Instem; those restrictions ceased to apply on the making of this Announcement.

Co-operation Agreement

Bidco and Instem entered into a co-operation agreement on or around the date of this Announcement (the "Co-operation Agreement") in connection with the Acquisition.

Pursuant to the Co-operation Agreement, each of Bidco and Instem has agreed to co-operate with each other for the purposes of obtaining all regulatory approvals and preparing the Scheme Document. The Co-operation Agreement also contains certain provisions regarding a switch to implement the Acquisition by way of a Takeover Offer.

The Co-operation Agreement will terminate, amongst other things: (i) if it is agreed in writing between Bidco and Instem at any time prior to the Effective Date; (ii) upon service of written notice by Bidco to Instem if (amongst other things) certain changes have occurred in relation to the Instem Board's recommendation of the Acquisition; or (iii) upon service of written notice by Bidco to Instem or Instem to Bidco if (amongst other things) the Acquisition (whether implemented by way of a Scheme or a Takeover Offer) lapses, terminates or is withdrawn on or prior to the Long Stop Date (other than in certain circumstances including a switch to a Takeover Offer agreed between Bidco and Instem) or, if the Scheme is not approved by the requisite majority of the holders of the Scheme Shares at the Court Meeting and/or Instem Shareholders at the General Meeting or the Court refuses to sanction the Scheme.

The Co-operation Agreement also contains provisions that will apply in respect of certain employee-related matters and the Instem Share Plans.

Clean Team Agreement

Bidco and Instem entered into a clean team agreement on 24 August 2023 (the "Clean Team Agreement"). The purpose of the Clean Team Agreement is to provide for a "clean team" protocol to facilitate the provision by Instem of confidential information to Bidco's external legal adviser for the purposes of assessing the regulatory approvals required in connection with the Acquisition.

13. Structure of the Acquisition

Scheme

It is intended that the Acquisition will be effected by a scheme of arrangement between Instem and the Scheme Shareholders under Part 26 of the Companies Act (although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Takeover Panel and the terms of the Co-operation Agreement). The purpose of the Scheme is to provide for Bidco to acquire the whole of the issued and to be issued share capital of Instem. Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Bidco in consideration for which the Scheme Shareholders will receive cash consideration pursuant to the Scheme.

Approval by Court Meeting and General Meeting

To become Effective, the Scheme requires, amongst other things:

(a) approval of a majority in number of the Instem Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares voted by those Instem Shareholders at the Court Meeting; and

(b) approval by the requisite majority of the Resolution at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme.

Application to Court to sanction the Scheme

Once the approvals have been obtained at the Court Meeting and the General Meeting and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court at the Sanction Hearing before it can become Effective.

The Scheme will become Effective in accordance with its terms on delivery of the Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting, or whether they voted in favour of or against the Scheme.

The Scheme will contain a provision for Bidco and Instem jointly to consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose. Instem has been advised that the Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of the Instem Shareholders should be held in these circumstances.

Full details of the Scheme to be set out in the Scheme Document

The Scheme Document will include full details of the Scheme, including the expected timetable and the action to be taken by Scheme Shareholders. The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the Code, the Takeover Panel, the AIM Rules, the London Stock Exchange and the FCA.

The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Instem Shareholders within 28 days of the date of this Announcement, unless Bidco and Instem otherwise agree, and the Takeover Panel consents, to a later date. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Instem's website at https://investors.instem.com and on Bidco's website at www.Ichor-offer.com.

At this stage, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I, Bidco and Instem expect the Acquisition to become Effective during the fourth quarter of 2023.

If the Scheme does not become Effective on or before the Long Stop Date (or such later date as Bidco and Instem may, with the consent of the Takeover Panel and, if required, the Court, agree) it will lapse and the Acquisition will not proceed (unless the Takeover Panel otherwise consents).

Right to switch to a Takeover Offer

14. Instem Share Plans

Participants in the Instem Share Plans will be contacted regarding the effect of the Acquisition on their rights under the Instem Share Plans and, where relevant, an appropriate proposal will be made to such participants pursuant to Rule 15 of the Code in due course. Further details of the impact of the Acquisition on each of the Instem Share Plans will be set out in the Scheme Document.

Upon or following the date of this Announcement, Instem intends to make certain further grants of options under the Instem plc 2018 Long Term Incentive Plan, over a total of 505,837 Instem Shares.

15. De-listing and re-registration

It is intended that an application will be made to the London Stock Exchange to cancel trading of the Instem Shares on AIM on or shortly after the Effective Date. The last day of dealings in, and registration of transfers of, Instem Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. on that date.

Upon the Scheme becoming Effective, share certificates in respect of the Instem Shares will cease to be valid and should be destroyed. In addition, entitlements to Instem Shares held within the CREST system will be cancelled on the Effective Date.

As soon as practicable after the Effective Date, it is intended that Instem will be re-registered as a private limited company under the relevant provisions of the Companies Act.

16. Disclosure of interests in Instem

As at the close of business on 29 August 2023, being the last Business Day prior to this Announcement, save for the irrevocable undertakings referred to in paragraphs 3 (Recommendation) and 7 (Irrevocable undertakings) above, so far as Bidco is aware, no person acting, or deemed to be acting, in concert with Bidco:

(a) had an interest in, or right to subscribe for, relevant securities of Instem;

(b) had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Instem;

(c) had procured an irrevocable commitment or letters of intent to accept the terms of the Acquisition in respect of relevant securities of Instem; or

(d) had borrowed or lent any Instem Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 to Rule 4.6 of the Code).

Furthermore, save for the irrevocable undertakings described in paragraph 7 (Irrevocable undertakings) above, no arrangement exists between Bidco or Instem or a person acting in concert with Bidco or Instem in relation to Instem Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Instem Shares which may be an inducement to deal or refrain from dealing in such securities.

Bidco is not aware of any dealings in Instem Shares that would require a minimum level, or particular form of consideration that it would be obliged to offer under Rule 6 or Rule 11 of the Code (as appropriate). However, it has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this Announcement. In accordance with Note 4 on Rule 2.4 of the Code, any such details shall be announced as soon as practicable and in any event by no later than the time Bidco is required to make its Opening Position Disclosure pursuant to Rule 8.1 of the Code.

17. Documents on display

Copies of this Announcement and the following documents will, by no later than 12 noon on the Business Day following the date of this Announcement, be made available on Instem's website at https://investors.instem.com and on Bidco's website at www.Ichor-offer.com until the end of the Offer Period:

· this Announcement;

· the Confidentiality Agreement;

· the irrevocable undertakings referred to in paragraph 7 above;

· the Co-operation Agreement;

· the Clean Team Agreement;

· the documents entered into in relation to the financing of the Acquisition referred to in paragraph 11 above; and

· the consent letters from each of Rothschild & Co, Singer Capital Markets and Moelis.

18. General

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Instem Shareholders within 28 days of the date of this Announcement, (or by such later date as Bidco and Instem may agree, with the consent of the Takeover Panel).

In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, Instem Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

Rothschild & Co, Singer Capital Markets and Moelis have each given and not withdrawn their consent to the inclusion in this Announcement of the references to their names in the form and context in which they appear.

Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

Enquiries:

Instem

Phil Reason Via Walbrook

Nigel Goldsmith

Rothschild & Co (Financial Adviser to Instem)

Alistair Allen Tel: +44 (0) 161 827 3800

Julian Hudson

Tom Palmer

Singer Capital Markets Advisory LLP (Nominated Adviser, Joint Financial Adviser and Joint Broker to Instem)

Peter Steel Tel: +44 (0) 20 7496 3000

Alex Bond

Oliver Platts

Stifel Nicolaus Europe Limited (Joint Broker to Instem)

Ben Maddison Tel: +44 (0) 20 7710 7600

Richard Short

Walbrook Financial PR (Public Relations Adviser to Instem)

Tom Cooper Tel: +44 (0) 20 7933 8780

Nick Rome

Joe Walker

ARCHIMED SAS

Vincent Guillaumot Tel: +33 4 81 11 35 33

Brian Sheridan

Sandrine Laporte

Moelis & Company UK LLP (Financial Adviser to ARCHIMED and Bidco)

Philippe Gallone Tel: +44 (0) 20 7634 3500

Chris Raff

François Saint-Lo

Simon Chaudhuri

Latham & Watkins (London) LLP are retained as legal adviser to ARCHIMED and Bidco.

Squire Patton Boggs (UK) LLP are retained as legal adviser to Instem.

Disclaimers

Singer Capital Markets Advisory LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Instem and no-one else in connection with the subject matter of 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 connection with the subject matter of this Announcement. Neither Singer Capital Markets nor any of its affiliates (nor any of 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 herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Singer Capital Markets as to the contents of this Announcement.

Further information

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

Overseas shareholders

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 statements relating to, for example, 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.

No profit forecasts or estimates

Right to switch to a Takeover Offer

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 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

Electronic communications - information for Instem Shareholders

Rounding

Disclosure requirements of the Code

Rule 2.9 of the Code

General

APPENDIX I

CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS

Part A: Conditions of the Scheme and the Acquisition

1. The Acquisition is conditional upon the Scheme becoming unconditional and effective, subject to the Code, by not later than 11:59 p.m. on the Long Stop Date.

2. The Scheme shall be subject to the following conditions:

(a) (i) its approval by a majority in number of the Instem Shareholders who are on the register of members of Instem at the Voting Record Time and who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent 75 per cent. in value of the Instem Shares voted by those Instem Shareholders, and (ii) such Court Meeting (and any separate class meeting which may be required) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Instem may agree and the Court may allow);

(b) (i) the passing of the Resolution necessary in order to implement the Scheme by the requisite majority at the General Meeting (or any adjournment thereof), and (ii) such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Instem may agree and the Court may allow);

(c) (i) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Bidco and Instem), and (ii) the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document (or such later date, if any, as Bidco and Instem may agree and the Court may allow); and

(d) delivery of a copy of the Court Order to the Registrar of Companies.

3. In addition, subject as stated in Part B below and to the requirements of the Takeover Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Sanction Hearing) or, where relevant, waived in writing prior to the Scheme being sanctioned by the Court:

NSIA Condition

(a) United Kingdom: a notification having been made and accepted under the UK National Security and Investment Act 2021 (the "NSIA") and one of the following having occurred:

(i) the Secretary of State confirming before the end of the review period that no further action will be taken in relation to the Acquisition;

(ii) if the Secretary of State issues a call-in notice in relation to the Acquisition, the parties receiving a final notification pursuant to section 26(1)(b) of the NSIA containing confirmation that the Secretary of State will take no further action in relation to the call-in notice and the Acquisition under the NSIA;

(iii) the Secretary of State making a final order pursuant to Section 26(1)(a) of the NSIA allowing the Acquisition to proceed unconditionally or on terms satisfactory to Bidco; or

(iv) Bidco having received written notice by or on behalf of the Secretary of State to the effect that the Acquisition is not a notifiable acquisition pursuant to the NSIA;

Third Party Regulatory action

(b) no Third Party having decided, threatened or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in any case to an extent or in a manner which is material in the context of the Acquisition, the Wider Target Group or the Wider Bidco Group, as the case may be, in each case, taken as a whole):

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Target Group of all or any material part of their respective businesses, assets, property or any shares or other securities (or the equivalent) in any member of the Wider Target Group or any member of the Wider Bidco Group or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, in the event that Bidco elects to implement the Acquisition by way of a Takeover Offer, require any member of the Wider Bidco Group or the Wider Target Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Target Group or any asset owned by any Third Party (other than in connection with the implementation of the Acquisition);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group, directly or indirectly, to acquire, hold or exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or other securities (or the equivalent) in Instem or on the ability of any member of the Wider Target Group or any member of the Wider Bidco Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or loans or any other securities (or the equivalent) in, or to exercise voting or management control over, any other member of the Wider Target Group;

(iv) except as Disclosed, result in any member of the Wider Target Group or any member of the Wider Bidco Group ceasing to be able to carry on business under any names under which it currently carries on business;

(v) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Instem by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, prevent or prohibit, restrict, restrain or delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, impede, interfere or require material amendment to the terms of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of Instem by any member of the Wider Bidco Group;

(vi) impose any material limitation on, or result in material delay in, the ability of any member of the Wider Bidco Group or any member of the Wider Target Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Target Group; or

(vii) otherwise materially adversely affect all or any of the business, value, assets, liabilities, profits, operational performance, financial or trading position or prospects of any member of the Wider Target Group or any member of the Wider Bidco Group;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition having expired, lapsed or been terminated;

Other regulatory approvals

(c) each Governmental Entity, which regulates or licences any member of the Instem Group or any other body corporate in which any member of the Instem Group has an interest in shares, and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the Instem Group is required, or any Governmental Entity, whose prior approval, consent or non-objection of the Acquisition is otherwise required, or from whom one or more material licences or permissions are required in order to complete the Acquisition, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such licences and permissions (in each case where required and on terms reasonably satisfactory to Bidco), and in each case the impact of which would materially adversely affect the Wider Target Group or the Wider Bidco Group, taken as a whole;

Notifications, waiting periods and authorisations

(d) all material notifications, filings or applications which are necessary or considered appropriate or desirable by Bidco having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Scheme and the Acquisition and all Authorisations deemed reasonably necessary or appropriate by Bidco in any jurisdiction for or in respect of the Acquisition and, except pursuant to section 160 of the Companies Act and Chapter 3 of Part 28 of the Companies Act, or control or management of, Instem or any other member of the Wider Target Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Target Group or the Wider Bidco Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider Target Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

Instem Shareholder resolution

(e) except with the consent or the agreement of Bidco, no action having been taken or proposed by any member of the Instem Group, or having been approved by a resolution of Instem Shareholders, or consented to by the Takeover Panel, which falls within or under Rule 21.1 of the Code;

Certain matters arising as a result of any arrangement, agreement, etc.

(f) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Target Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, or any event or circumstance which, as a consequence of the Acquisition or because of a change in the control of any member of the Wider Target Group as a result of the Acquisition, would or might reasonably be expected to result in (in each case to an extent or in a manner which is material in the context of the Wider Target Group taken as a whole):

(i) any monies borrowed by, or any other indebtedness or liabilities, actual or contingent, of, or any grant available to, any such member being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any such member in or with any other person (or any arrangement or arrangements relating to any such interests or business) being adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being terminated, taken or arising thereunder;

(iv) any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers;

(v) the rights, liabilities, obligations, interests or business of any such member under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any such member or any member of the Wider Target Group in or with any other person or body or firm or company (or any arrangement relating to any such interests or business) being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) any such member ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) any material assets or material interests of, or any material asset the use of which is enjoyed by, any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;

(viii) the financial or trading position or prospects of, any such member being prejudiced or adversely affected; or

(ix) the creation or acceleration of any material liability (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Target Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions 3(f)(i) to (ix) above, in each case which is or would be material in the context of the Wider Target Group taken as a whole;

Certain events occurring since 31 December 2022

(g) except as Disclosed, no member of the Wider Target Group having since 31 December 2022:

(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Instem Shares out of treasury (except, where relevant, as between Instem and wholly-owned subsidiaries of Instem or between the wholly-owned subsidiaries of Instem and except for the issue or transfer of Instem Shares out of treasury on the vesting of awards or exercise of options in the ordinary course under the Instem Share Plans);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Instem to Instem or any of its wholly-owned subsidiaries;

(iii) other than pursuant to the Acquisition (and except for transactions between Instem and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Instem and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Target Group taken as a whole or in the context of the Acquisition;

(iv) except for transactions between Instem and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Instem and transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v) except for transactions between Instem and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Instem issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which in any such case is material in the context of the Wider Target Group taken as a whole or in the context of the Acquisition;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of an onerous nature or magnitude, otherwise than in the ordinary course of business and in each case to an extent which is material in the context of the Wider Target Group taken as a whole;

(vii) entered into, materially varied, authorised or proposed entry into or variation of, or announced its intention to enter into or materially vary the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Target Group, otherwise than in the ordinary course of business in each case to an extent which is material in the context of the Wider Target Group taken as a whole;

(viii) establish any share option scheme, incentive scheme or other benefit in respect of the Wider Target Group;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except, in each case, where relevant, as between Instem and wholly-owned subsidiaries of Instem or between the wholly-owned subsidiaries of Instem);

(x) waived, compromised or settled any claim other than in the ordinary course of business and which is material in the context of the Wider Target Group as a whole;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Target Group and any other person in a manner which would or might have a material adverse effect on the financial position of the Wider Target Group taken as a whole;

(xii) save as required in connection with the Acquisition, made any material alteration to its memorandum, articles of association or other incorporation documents or any material alteration to the memorandum, articles of association or other incorporation documents of any other member of the Wider Target Group which is material in the context of the Scheme or the Acquisition;

(xiii) establish any pension scheme(s) in respect of the Wider Target Group;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Target Group taken as a whole;

(xv) (other than in respect of a member of the Wider Target Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi) (except for transactions between Instem and its wholly-owned subsidiaries or between the wholly-owned subsidiaries) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvii) entered into, implemented or authorised the entry into, any joint venture, asset or profit-sharing arrangement, partnership or merger of business or corporate entities, which in any such case is material in the context of the Wider Target Group as a whole or in the context of the Acquisition; or

(xviii) otherwise than in the ordinary course of business, entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3(g) and which is material in the context of the Wider Target Group taken as a whole;

No adverse change, litigation, regulatory enquiry or similar

(h) except as Disclosed, since 31 December 2022 there having been:

(i) no adverse change and no circumstance having arisen which would reasonably be expected to result in any adverse change in, the business, value, assets, liabilities, shareholders' equity, financial or trading position or profits, operational performance or prospects of any member of the Wider Target Group which is material in the context of the Wider Target Group taken as a whole or in the context of the Acquisition;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Target Group is or may become a party (whether as a claimant, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Target Group, in each case which would reasonably be expected to have a material adverse effect on the Wider Target Group taken as a whole or in the context of the Acquisition;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Target Group (or any person in respect of which any such member has or may have responsibility or liability) having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider Target Group, in each case, which would reasonably be expected to have a material adverse effect on the Wider Target Group taken as a whole or in the context of the Acquisition;

(iv) no contingent or other liability having arisen or become apparent to Bidco or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position, profits or operational performance of any member of the Wider Target Group to an extent which is material in the context of the Wider Target Group taken as a whole or in the context of the Acquisition;

(v) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Target Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider Target Group taken as a whole or in the context of the Acquisition; and

(vi) no member of the Wider Target Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider Target Group taken as a whole;

No discovery of certain matters regarding information and liabilities, corruption, intellectual property and environmental liabilities

(i) except as Disclosed, Bidco not having discovered that:

(i) any financial, business or other information concerning the Wider Target Group announced publicly and delivered by or on behalf of Instem through a RIS prior to the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case which is material in the context of the Wider Target Group taken as a whole or in the context of the Acquisition;

(ii) any member of the Wider Target Group or any partnership, company or other entity in which any member of the Wider Target Group has a significant economic interest and which is not a subsidiary undertaking of Instem, otherwise than in the ordinary course of business, is subject to any liability, contingent or otherwise, and which is material in the context of the Wider Target Group taken as a whole or in the context of the Acquisition;

(iii) any past or present member, director, officer or employee of the Wider Target Group, or any other person for whom any such person may be liable or responsible, has not complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and/or the US Foreign Corrupt Practices Act of 1977;

(iv) any member of the Wider Target Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006 (each as amended);

(v) any director, officer or employee of the Wider Target Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with or made any investment in, or made any payments to: (A) any government, entity or individual with which US or EU persons are prohibited from engaging in activities or doing business by US or EU laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs, or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states;

(vi) any asset of any member of the Wider Target Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(vii) no circumstance having arisen or event having occurred in relation to any intellectual property owned, used or licensed by the Wider Target Group or to any third parties, including: (A) any member of the Wider Target Group losing its title to any intellectual property or any intellectual property owned by the Wider Target Group being revoked, cancelled or declared invalid, (B) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Target Group being terminated or varied, or (C) any claim being filed suggesting that any member of the Wider Target Group infringed the intellectual property rights of a third party or any member of the Wider Target Group being found to have infringed the intellectual property rights of a third party, in each case which is material in the context of the Wider Target Group taken as a whole or in the context of the Acquisition; or

(viii) in relation to any release, emission, accumulation, discharge, disposal or other similar circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco-systems, any past or present member of the Wider Target Group, in a manner or to an extent which is material in the context of the Wider Target Group, (i) has committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party giving rise to a material liability; and/or (ii) has incurred any material liability (whether actual or contingent) to any Third Party; and/or (iii) is likely to incur any material liability (whether actual or contingent), or is required, to make good, remediate, repair, re-instate or clean up the environment (including any property) in each case of (i), (ii) or (iii) which such liability or requirement would be material to the Wider Target Group taken as a whole.

Part B: Waiver and invocation of the Conditions

1. Subject to the requirements of the Takeover Panel, Bidco reserves the right in its sole discretion to waive all or any of the Conditions set out in Part A of this Appendix I except Conditions 2(a)(i), 2(b)(i), 2(c)(i) and 2(d) which cannot be waived. The deadlines in any of Conditions 1, 2(a)(ii), 2(b)(ii) and 2(c)(ii) may be extended to such later date as may be agreed in writing by Bidco and Instem (with the consent of the Takeover Panel and/or approval of the Court, if such consent and/or approval is required). If any of the Conditions set out at 1, 2(a)(ii), 2(b)(ii) and 2(c)(ii) is not satisfied by the deadline specified in the relevant Condition, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadline or agreed with Instem to extend the relevant deadline.

2. Subject to paragraph 3(g) of Appendix 7 to the Code, Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or treat as fulfilled any of Conditions 3(a) to 3(i) of Part A of this Appendix I by a date earlier than the Long Stop Date, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

3. Subject to paragraph 4 below, under Rule 13.5(a) of the Code, Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Takeover Panel. The Takeover Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.

4. Conditions 1 and 2 of Part A of this Appendix I (and any Takeover Offer acceptance condition adopted on the basis specified in Part C of this Appendix I) will not be subject to Rule 13.5(a) of the Code.

5. Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.

6. The Scheme will not become effective unless the Conditions have been fulfilled or (to the extent capable of waiver) waived or, where appropriate, have been determined by Bidco to be or remain satisfied by no later than the Long Stop Date.

7. If the Takeover Panel requires Bidco to make an offer or offers for any Instem Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

8. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Part C: Implementation by way of a Takeover Offer

Bidco reserves the right to elect (with the consent of the Takeover Panel) to implement the Acquisition by making, directly or indirectly through a subsidiary or nominee of Bidco, a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms or, unless Bidco otherwise determines and subject to the consent of the Takeover Panel, on such other terms being no less favourable, subject to appropriate amendments, as far as applicable, as those which would apply to the Scheme. The acceptance condition would be set at 90 per cent. of the shares to which such Takeover Offer relates (or such lesser percentage, being more than 50 per cent., as Bidco may decide with the consent of the Takeover Panel). Further, if sufficient acceptances to the Takeover Offer are received and/or sufficient Instem Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act to compulsorily acquire any outstanding Instem Shares to which such Takeover Offer relates.

Part D: Certain further terms of the Acquisition

1. Bidco reserves the right to implement the Acquisition through any other entity owned and/or controlled by ARCHIMED from time to time.

2. The Instem Shares shall be acquired by Bidco with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the Instem Shares.

3. If, on or after the date of this Announcement and prior to or on the Effective Date, any dividend, distribution or other return of value is declared, paid or made or becomes payable by Instem and with a record date on or prior to the Effective Date, Bidco reserves the right (without prejudice to any right of Bidco, with the consent of the Takeover Panel, to invoke Condition 3(g)(ii) of Part A of this Appendix I) to reduce the consideration payable under the Acquisition to reflect the aggregate amount of such dividend, distribution or other return of value or excess. If and to the extent that any such dividend, distribution or other return of value is paid or made on or prior to the Effective Date and Bidco exercises its rights under this paragraph to reduce the consideration payable under the Acquisition, any reference in this Announcement to the consideration payable under the terms of the Acquisition shall be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph 3 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

4. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any Instem Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

5. Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

6. The Acquisition will be subject, amongst other things, to the Conditions and certain further terms which are set out in this Appendix I and those terms which will be set out in the Scheme Document and such further terms as may be required to comply with the AIM Rules and the provisions of the Code.

7. This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed by English law and will be subject to the jurisdiction of the English courts. The Acquisition shall be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange and the FCA.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used:

(a) The value attributed to the fully diluted share capital of Instem of £203 million is based on a value of 833 pence per Instem Share and:

(i) 22,899,433 Instem Shares in issue on 29 August 2023 (being the last Business Day prior to the date of this Announcement); and

(ii) 1,481,686 Instem Shares which as at 29 August 2023 may be issued on or after the date of this Announcement on the exercise of options or vesting of awards under the Instem Share Plans (including up to 505,837 options capable of exercise pursuant to options and awards expected to be granted shortly following this Announcement).

(b) The enterprise value of £198 million is calculated by reference to the fully diluted equity minus pro forma net cash of £4.8 million as at 31 December 2022, with pro forma net cash comprising the below from the audited consolidated balance of Instem as of that date and Instem public filings:

(i) cash and cash equivalents of £14.0 million;

(ii) current financial liabilities of £5.8 million;

(iii) current lease liabilities of £0.8 million;

(iv) pension obligations of £2.0 million;

(v) provision for liabilities and charges of £45,000; and

(vi) non-current lease liabilities of £0.5 million.

(c) The implied enterprise value multiple of approximately 18.3 times, is based on Instem's EBITDA for the 12 months to 31 December 2022 of £10.9 million.

(d) Financial information relating to Instem has been extracted from the audited consolidated financial statements of Instem for the financial year ended 31 December 2022.

(e) Unless otherwise stated, all prices for Instem Shares are the Closing Price for the relevant date.

(f) The Closing Prices of Instem Shares are taken from the Daily Official List.

(g) The three month and six-month Volume Weighted Average Price are derived from Bloomberg data and have been rounded to the nearest one penny.

(h) Certain figures included in this Announcement have been subject to rounding adjustments.

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS

Bidco has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, subject to the terms of the Co-operation Agreement and with the consent of the Takeover Panel, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) in respect of a total of 2,107,579 Instem Shares (representing, in aggregate, approximately 9.20 per cent. of Instem Shares in issue on 29 August 2023 (being the last Business Day prior to this Announcement)), comprised as follows:

Instem Directors' (and certain related family trusts' and connected persons) irrevocable undertakings

Name	Number of Instem Shares	Per cent. of Instem Shares in issue
Phil Reason	770,714	3.37%
DG 2008 Discretionary Settlement Trust (of which David Gare and Norma Gare are Trustees)	538,427	2.35%
Nigel Goldsmith	10,000	0.04%
Deborah Walker	394,219	1.72%
Michael Gare	394,219	1.72%
Total	2,107,579	9.20%

The irrevocable undertakings given by the Instem Directors as set out above will apply to any Instem Shares acquired as a result of any awards or options exercised pursuant to the Instem Share Plans.

The irrevocable undertakings from the Instem Directors will only cease to be binding if:

(a) Bidco announces, with the consent of the Panel and before the Scheme Document or Offer Document (as applicable) is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme or takeover offer to implement the Acquisition is announced in accordance with Rule 2.7 of the Code within 10 Business Days of such announcement;

(b) the Scheme or Takeover Offer (as applicable) lapses or is withdrawn in accordance with its terms and no new, revised or replacement scheme or takeover offer to implement the Acquisition has been announced in accordance with Rule 2.7 of the Code within 10 Business Days of such lapse or withdrawal; or

(c) any competing offer for the issued and to be issued share capital of Instem is made which becomes or is declared unconditional (if implemented by way of a Takeover Offer) or otherwise becomes effective (if implemented by way of a scheme of arrangement).

APPENDIX IV

Definitions

In this Announcement, the following words and expressions have the following meanings, unless the context requires otherwise:

Acquisition	the recommended offer to be made by Bidco to acquire the entire issued and to be issued share capital of Instem to be effected by means of the Scheme (or, if Bidco so elects and subject to the Takeover Panel's consent, a Takeover Offer) on the terms and subject to the conditions set out in the Scheme Document;
Acquisition Price	833 pence per Scheme Share;
AIM	AIM, a market operated by the London Stock Exchange;
AIM Rules	the rules of AIM as set out in the "AIM Rules for Companies" issued by the London Stock Exchange from time to time relating to AIM traded securities and the operation of AIM;
Announcement	this announcement of the Acquisition made in accordance with Rule 2.7 of the Code;
ARCHIMED	ARCHIMED SAS, a simplified joint stock company incorporated and registered in France and entered in the Lyon trade and companies register under number 795 309 525 and whose registered office is located at Silex, 9 rue des Cuirassiers, 69003 Lyon, France;
Authorisations	authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions, determinations, exemptions or approvals;
Bidco	Ichor Management Limited, a company incorporated in England and Wales with company number 15079249;
Business Day	a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks are generally open for normal business in the City of London;
Clean Team Agreement	means the clean team agreement between Bidco and Instem dated 24 August 2023;
Closing Price	the closing middle market quotation for a Instem Share as derived from the Daily Official List on that day;
Code	the City Code on Takeovers and Mergers;
Companies Act	the UK Companies Act 2006, as amended;
Conditions	the conditions to the implementation of the Scheme and the Acquisition, which are set out in Appendix I to this Announcement and to be set out in the Scheme Document;
Confidentiality Agreement	the confidentiality agreement entered into by ARCHIMED and Instem on 7 June 2023;
Co-operation Agreement	the co-operation agreement entered into by Bidco and Instem on or around the date of this Announcement;
Court	the High Court of Justice, Chancery Division (Companies Court) in England and Wales;
Court Meeting	the meeting (or any adjournment, postponement or reconvention thereof) of the Scheme Shareholders (or the relevant class or classes thereof) to be convened by order of the Court pursuant to section 896 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification);
Court Order	the order of the Court sanctioning the Scheme;
CREST	the relevant system (as defined in the Regulations) in respect of which Euroclear UK & International Limited is the Operator (as defined in the Regulations);
Daily Official List	the Daily Official List of the London Stock Exchange;
Dealing Disclosure	has the same meaning as in Rule 8 of the Code;
Disclosed	(i) matters fairly disclosed in the information made available to Bidco (or Bidco's advisers) in the data room established by Instem for the purposes of the Acquisition; (ii) information fairly disclosed in writing by or on behalf of Instem to Bidco prior to the date of this Announcement in relation to the Acquisition; (iii) information included in the annual report and accounts of the Instem Group for the financial year ended 31 December 2022; (iv) information included in the annual report and accounts of the Instem Group for the financial year ended 31 December 2021; (v) information disclosed in a public announcement to a RIS made by Instem prior to the date of this Announcement; or (vi) disclosed in this Announcement;
Disclosure Table	the disclosure table on the Takeover Panel's website at www.thetakeoverpanel.org.uk;
Effective	in the context of the Acquisition: (a) if the Acquisition is implemented by way of a Scheme, the Scheme having become effective in accordance with its terms, upon the delivery of the Court Order to the Registrar of Companies; or (b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in all respects in accordance with the requirements of the Code;
Effective Date	the date upon which: (a) the Scheme becomes Effective; or (b) if Bidco elects and the Takeover Panel consents to implement the Acquisition by way of a Takeover Offer, the Takeover Offer becomes Effective;
Excluded Shares	(a) any Instem Shares legally or beneficially held by Bidco or any member of the Wider Bidco Group; or (b) any Treasury Shares;
FCA	the UK Financial Conduct Authority or its successor from time to time, acting in its capacity as the competent authority for the purposes of Part VI of FSMA;
Forms of Proxy	the forms of proxy for use at the Court Meeting and the General Meeting respectively, which will accompany the Scheme Document;
FSMA	the Financial Services and Markets Act 2000, as amended from time to time;
General Meeting	the general meeting (or any adjournment, postponement or reconvention thereof) of Instem Shareholders to be convened in connection with the Scheme;
Governmental Entity	any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, arbitrator or arbitrator panel, regulatory or administrative agency or commission, or other authority thereof, or any regulatory or quasi-regulatory organisation or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority;
Instem	Instem plc, a company incorporated in England and Wales with company number 07148099;
Instem Board	the board of directors of Instem from time to time;
Instem Directors	the directors of Instem from time to time;
Instem Group	Instem and its subsidiaries and subsidiary undertakings;
Instem Share Plans	the Instem plc Long Term Incentive Plan and the Instem plc 2018 Long Term Incentive Plan;
Instem Shareholders	the holders of Instem Shares;
Instem Shares	ordinary shares of £0.10 each in the capital of Instem and each a "Instem Share";
ISIN	International Securities Identification Number;
London Stock Exchange	London Stock Exchange Plc, a company incorporated in England and Wales with company number 02075721;
Long Stop Date	29 February 2024 or such later date (if any) as Bidco and Instem may, with the consent of the Takeover Panel, agree and (if required) the Court may allow;
Moelis	Moelis & Company UK LLP, a limited liability partnership registered in England and Wales with registration number OC340005;
NSIA Condition	the Condition set out at paragraph 3(a) of Part A of Appendix I;
Offer Document	should the Acquisition be implemented by way of a Takeover Offer, the document which would be sent to Instem Shareholders containing, amongst other things, the terms and conditions of the Takeover Offer;
Offer Period	the period which commenced on the date of this Announcement and ending on the date on which the Acquisition becomes Effective, lapses or is withdrawn (or such other date as the Takeover Panel may decide);
Opening Position Disclosure	has the same meaning as in Rule 8 of the Code;
Registrar of Companies	Registrar of Companies of England and Wales;
Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755);
Resolution	the resolution to be proposed by Instem at the General Meeting in connection with the Acquisition;
Restricted Jurisdiction	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction;
RIS	a service approved by the London Stock Exchange for the distribution to the public of announcements and included within the list maintained on the London Stock Exchange's website;
Rothschild & Co	N. M. Rothschild & Sons Limited, a company incorporated in England and Wales with company number 00925279;
Sanction Hearing	the hearing by the Court to sanction the Scheme and, if such hearing is adjourned, references to the commencement of any such hearing shall mean the commencement of the final adjournment thereof;
Scheme	the proposed scheme of arrangement under Part 26 of the Companies Act to effect the Acquisition between Instem and the Scheme Shareholders (the full terms of which will be set out in the Scheme Document), with or subject to any modification, addition or condition which Bidco and Instem may agree, and, if required, the Court may approve or impose;
Scheme Document	the document to be despatched to (amongst others) Instem Shareholders containing, amongst other things, the terms and conditions of the Scheme, the notices convening the Court Meeting and the General Meeting;
Scheme Record Time	the time and date to be specified in the Scheme Document, expected to be 6:00 p.m. on the Business Day immediately prior to the Effective Date;
Scheme Shareholders	holders of Scheme Shares;
Scheme Shares	the Instem Shares:
	(i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document and prior to the Voting Record Time; and
	(iii) (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time in respect of which the original or any subsequent holder thereof is bound by the Scheme or shall by such time have agreed in writing to be bound by the Scheme;
	in each case other than any Excluded Shares;
Singer Capital Markets	Singer Capital Markets Advisory LLP, a limited liability partnership incorporated in England and Wales with registered number OC364131;
Substantial Interest	in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;
Takeover Offer	should the Acquisition be implemented by way of a takeover offer as defined in section 974 of the Companies Act 2006, the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued ordinary share capital of Instem and, where the context requires, any subsequent revision, variation, extension or renewal of such offer;
Takeover Panel	the UK Panel on Takeovers and Mergers;
Third Party	each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, professional or investigative body or authority (including any antitrust or merger control authority), court, trade agency, professional association, institution, works council, employee representative body or any other similar body or person whatsoever in any jurisdiction;
Treasury Shares	any Instem Shares which are held by Instem as treasury shares (within the meaning of the Companies Act);
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland;
United States or US	the United States of America, its territories and possessions, all areas subject to its jurisdiction or any subdivision thereof, any state of the United States of America and the District of Columbia;
US Exchange Act	the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;
Volume Weighted Average Price	the volume weighted average of the per share trading prices of Instem Shares on the London Stock Exchange as reported through Bloomberg;
Voting Record Time	the date and time specified in the Scheme Document by reference to which entitlements to vote on the Scheme will be determined, expected to be 6.00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the second day before the date of such adjourned meeting;
Wider Bidco Group	Bidco, funds managed by ARCHIMED and its affiliates and including any funds managed by affiliates of ARCHIMED or such funds, and their respective subsidiary undertakings, associated undertakings and any other body corporate partnership, joint venture or person in which Bidco and/or such undertakings (aggregating their interests) have a direct or indirect Substantial Interest or the equivalent (excluding, for the avoidance of doubt, any member of the Wider Target Group);
Wider Target Group	Instem, its subsidiary undertakings, associated undertakings and any other undertaking, body corporate, partnership, joint venture or person in which Instem and/or such undertakings (aggregating their interests) have a direct or indirect Substantial Interest or the equivalent;
£ or pence	pounds sterling or pence, the lawful currency of the UK; and
$ or USD or dollars	dollars, the lawful currency of the United States of America.

In this Announcement:

(a) all times referred to are to London time unless otherwise stated;

(b) references to the singular include the plural and vice versa, unless the context otherwise requires;

(c) "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act and "associated undertaking" has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof which shall be excluded for this purpose; and

(d) all references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

This information is provided by RNS, the news service of the London Stock Exchange. 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. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

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