Source Bioscience : Posting of Scheme Document

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction (including the united states of america) where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

18 August 2016

RECOMMENDED CASH OFFER

FOR

SOURCE BIOSCIENCE PLC

BY

SHERWOOD HOLDINGS LIMITED

Posting of Scheme Document

On 29 July 2016, the boards of directors of Source BioScience and Sherwood announced that they had reached agreement on the terms of a recommended cash offer under which Sherwood intends to acquire the entire issued and to be issued ordinary share capital of Source BioScience for 18 pence in cash per Scheme Share held. It was also announced that the Acquisition would be effected by means of a scheme of arrangement under Part 26 of the Act and include an Unlisted Securities Alternative.

Further to that announcement, the boards of Source BioScience and Sherwood are pleased to announce that the Scheme Document relating to the Acquisition was posted yesterday to Source BioScience Shareholders. The Scheme Document contains, inter alia, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Act, the expected timetable of principal events and details of the actions to be taken by Source BioScience Shareholders.

As described in the Scheme Document, to become Effective, the Scheme must be approved at the Court Meeting; special resolutions must be passed at the General Meeting; and the Scheme must subsequently be sanctioned and confirmed by the Court. Both the Court Meeting and the General Meeting will be held at 1 Orchard Place, Nottingham Business Park, Nottingham, Nottinghamshire NG8 6PX on 9 September 2016 with the Court Meeting to commence at 10.00 a.m. and the General Meeting to commence at 10.10 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in the Scheme Document.

The Scheme Document, together with information incorporated into it by reference to another source, will be available free of charge, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on the investor section of Source BioScience's website at www.sourcebioscience.com and on Continental's website at www.continentalip.ch during the course of the Offer Period.

The expected timetable of principal events is as follows:

Event	Time and/or date
Latest time for lodging PINK Forms of Proxy/CREST Proxy instructions for the Court Meeting	10.00 a.m. on 7September 2016
Latest time for lodging WHITE Forms of Proxy/CREST Proxy instructions for the General Meeting	10.10 a.m. on 7September 2016
Voting Record Time for Court Meeting and General Meeting	6.30 p.m. on 7September 2016
Court Meeting	10.00 a.m. on 9 September 2016
General Meeting	10.10 a.m. on 9 September 2016
The following dates are indicative only and are subject to change (please refer to note 5 below):
Scheme Court Hearing	13September 2016
Latest time for withdrawals of elections in respect of the Unlisted Securities Alternative	2.00 p.m. on 14September 2016
Latest time for lodging YELLOW Forms of Election / settlement of TTE Instructions through CREST	6.00 p.m. on 14September 2016
Last day for dealings in, registrations of transfers of and disablement in CREST of, Source BioScience Shares	14September 2016
Scheme Record Time	6.00 p.m. on 14September 2016
Effective Date	15September 2016
De-listing of Source BioScience Shares	7.00 a.m. on the Business Day following the Effective Date
Despatch of cheques and certificates in respect of Sherwood Share Units and crediting of CREST accounts for Cash Consideration due under the Scheme	Within 14 days of the Effective Date

Notes:

1. The pink Form of Proxy for the Court Meeting may, alternatively, be handed to Equiniti Limited or the Chairman of the Court Meeting before the start of the Court Meeting. However, it is requested that, if possible, pink Forms of Proxy be lodged at least 48 hours (excluding any part of such 48-hour period falling on a weekend or a public holiday in the UK) before the time appointed for the Court Meeting.

2. If either of the Meetings is adjourned, then the Voting Record Time for the relevant reconvened Meeting will be 6.30 p.m. on the date two days before the date set for the relevant reconvened Meeting.

3. If the Court Meeting has not been concluded or adjourned prior to the scheduled commencement of the General Meeting, the commencement of the General Meeting will be delayed until the Court Meeting has been concluded or adjourned.

4. The latest date for dispatch of the Cash Consideration and certificates in respect of the Sherwood Share Units is 14 days after the Effective Date.

5. These times and dates are indicative only and will depend, amongst other things, on the date upon which the Court sanctions the Scheme and the date on which the Conditions set out in Part III of the Scheme Document are satisfied or (if capable of waiver) waived. If any of the expected dates change, Source BioScience will, unless the Panel otherwise consents, give notice of the change by issuing an announcement through a Regulatory Information Service and/or sending a further circular to Source BioScience Shareholders.

6. Source BioScience Shares released, transferred or issued under the Source BioScience Share Option Schemes may be registered after this date.

Source BioScience Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

A copy of this announcement and the Scheme Document will be made available on the investor section of Source BioScience's website at www.sourcebioscience.com and on Continental's website at www.continentalip.ch during the course of the Offer Period.

Enquiries:

Sherwood Holdings Limited Marco Fumagalli, Director Christopher Mills, Director	Tel: [phone]
Strand Hanson Limited (Financial Adviser to Continental, Harwood Capital and Sherwood) Stuart Faulkner Matthew Chandler James Dance	Tel: [phone]
Source BioScience plc Laurie Turnbull, Chairman Dr Nick Ash, CEO	Tel: [phone]
Nplus1 Singer Advisory LLP (Financial Adviser and Broker to Source BioScience) Nic Hellyer James White	Tel: [phone]

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Sherwood, Continental and Harwood Capital and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than Sherwood, Continental and Harwood Capital for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser and broker to Source BioScience and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than Source BioScience for providing the protections afforded to clients of N+1 Singer or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

You may request a hard copy of this announcement or the Scheme Document, free of charge and/or any information incorporated into them by reference to another source, by calling the Shareholder Helpline on 0333 207 6399 from within the UK or on [phone] if calling from outside the UK or by writing to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA stating your name, and the address to which the hard copy version should be sent. Calls to the Shareholder Helpline are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form. Unless you have previously elected to receive hard copies of any such documents, announcements or information, hard copies shall not be sent but you may request them.

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 AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

The Offer will be subject to the Conditions and to the further terms and conditions set out in the Scheme Document. The Offer is being made solely through the Scheme Document, which contains the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any vote in relation to the Offer should be made only on the basis of the information contained in the Scheme Document. Source BioScience Shareholders are advised to read the Scheme Document carefully.

Overseas Shareholders

The availability of the Offer, the Unlisted Securities Alternative and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this announcement and any formal documentation relating to the Offer is not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the Code and the Listing Rules 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 issue of Sherwood Share Units to holders of Scheme Shares in Restricted Jurisdictions would necessitate compliance with special requirements under the laws of the Restricted Jurisdictions. Accordingly, the Unlisted Securities Alternative is not being made available to Restricted Overseas Shareholders who shall receive cash, notwithstanding any election made by them for the Unlisted Securities Alternative.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of Source BioScience 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) Source BioScience 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 Source BioScience 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 one per cent. or more of any class of relevant securities of Source BioScience or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Source BioScience 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) Source BioScience and (ii) any securities exchange offeror(s), 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 Source BioScience 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 Source BioScience and by any offeror and Dealing Disclosures must also be made by Source BioScience, 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 Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.