TIDMAPH
RNS Number : 8952R
Alliance Pharma PLC
19 June 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).
Alliance Pharma plc
("Alliance" or the "Group")
Result of Placing
Alliance Pharma plc (AIM: APH), the specialty pharmaceutical
company, is pleased to announce the successful completion of the
bookbuild for the Placing announced earlier today.
A total of 37,362,638 new ordinary shares in the capital of the
Company (the "Placing Shares") have been placed by Numis Securities
Limited ("Numis") and Investec Bank plc ("Investec" and, together
with Numis, the "Bookrunners") at a price of 91 pence per Placing
Share, with existing and new institutional investors, raising gross
proceeds of GBP34.0 million (before expenses). The Placing Price of
91 pence per Placing Share represents a discount of 10.8 per cent.
to the intra-day share price of 102p at 12.10 p.m. (being the time
the Placing Price was agreed).
The Placing Shares represent approximately 7.8 per cent. of the
issued ordinary share capital of the Company prior to the
Placing.
Application has been made for the Placing Shares to be admitted
to trading on the AIM market of the London Stock Exchange plc (the
"London Stock Exchange" and together, "Admission"). It is expected
that Admission will take place at or around 8.00 a.m. (London time)
on 21 June 2018 and settlement for the Placing Shares is expected
to take place on the same date on a T+2 basis.
Following Admission, the total number of shares of the Company
in issue will be 514,205,522. Alliance currently holds no shares as
treasury shares and therefore, following Admission, the total
number of voting shares in the Company will be 514,205,522.
The figure of 514,205,522 ordinary shares should be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the placing announcement of the
Company released at 7.00 a.m. (London time) today, 19 June
2018.
Peter Butterfield, Chief Executive Officer of Alliance,
commented:
"We are delighted to announce the success of this placing, which
included demand from both existing and new institutional investors
and reflects strong support for our acquisition of Nizoral in the
APAC region. Nizoral will become the fourth International Star
brand in our product portfolio and will add further momentum to our
rapidly growing APAC business.
"We would like to welcome new investors and to thank, sincerely,
existing shareholders as we continue to build and grow
Alliance."
For further information:
Alliance Pharma plc Tel: +44 (0) 1249 466 966
Peter Butterfield, Chief Executive Officer
Andrew Franklin, Chief Financial Officer
www.alliancepharma.co.uk
Numis Securities Limited Tel: +44 (0) 20 7260 1000
Nominated Adviser: Michael Meade / Freddie Barnfield
/ Freddie Naylor-Leyland
Corporate Broking: James Black
Investec Bank plc Tel: +44 (0) 20 7597 5970
Corporate Finance: Daniel Adams
Corporate Broking: Patrick Robb / David
Herring
Buchanan Tel: +44 (0) 20 7466 5000
Mark Court / Sophie Wills / Gemma Mostyn-Owen
alliancepharma@buchanan.uk.com
Notes to editors
Alliance Pharma plc is an international specialty pharmaceutical
company.
Headquartered in Chippenham, UK, Alliance commenced trading in
1998 and has been listed on AIM since 2003. Alliance has a strong
track record of acquiring established niche products and it
currently owns or licenses the rights to approximately 90
pharmaceutical and consumer healthcare products. It has sales in
more than 100 countries either directly via its affiliates or
through its selected network of distributor partners. Alliance
joined the AIM market of the London Stock Exchange in December 2003
and trades under the symbol APH.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in,
or into the United States, Australia, Canada, Japan, or South
Africa or to any persons in any of those jurisdictions or any other
jurisdiction where to do so would constitute a violation of the
relevant securities laws of such jurisdiction. This Announcement is
for information purposes only and does not constitute an offer to
sell or issue, or the solicitation of an offer to buy, acquire or
subscribe for any shares in the capital of the Company in the
United States, Australia, Canada, Japan or South Africa or any
other state or jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions. The Placing Shares have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or under any securities laws of any state of other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the
securities laws of any state of other jurisdiction of the United
States.
There is no intention to register any portion of the Placing in
the United States or to conduct any public offering of securities
in the United States or elsewhere. All offers of Placing Shares
will be made pursuant to an exemption under the Prospectus
Directive 2003/71/EC, as amended from time to time, including by
Directive 2010/73/EC to the extent implemented in the relevant
member state and includes any relevant implementing directive
measure in any member state (the "Prospectus Directive") from the
requirement to produce a prospectus.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
Appendix I are for information purposes only and are directed only
at: (a) persons in Member States of the Economic European Area who
are qualified investors within the meaning of article 2(1)(e) of
the Prospectus Directive ("Qualified Investors"); and (b) in the
United Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within the definition of "investments professional" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) are
persons to whom it may otherwise be lawfully communicated; (all
such persons together being referred to as "Relevant Persons").
This Announcement must not be acted on or relied on by persons who
are not Relevant Persons.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action. This Announcement has been issued by, and is the
sole responsibility of, the Company.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
("FCA"), is acting for the Company and no-one else in connection
with the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
transactions and arrangements described in this Announcement. Numis
is not responsible to anyone other than the Company for providing
the protections afforded to clients of Numis or for providing
advice in connection with the contents of this Announcement or the
transactions and arrangements described herein.
Investec Bank plc ("Investec"), which is authorised by the
Prudential Regulation Authority (the "PRA") and regulated in the
United Kingdom by the FCA and the PRA, is acting solely for the
Company and no-one else in connection with the transactions and
arrangements described in this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the transactions and arrangements described
in this Announcement. Investec is not responsible to anyone other
than the Company for providing the protections afforded to clients
of Investec or for providing advice in connection with the contents
of this Announcement or the transactions and arrangements described
herein.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Numis and/or Investec that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company,
Numis and Investec to inform themselves about, and to observe, such
restrictions.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published. Persons needing advice should consult an independent
financial adviser.
In connection with the Placing, each of the Bookrunners and any
of their affiliates, acting as investors for their own account, may
take up a portion of the shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for the own accounts such shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or acquisition, placing or dealing by, the
Bookrunners and any of their affiliates acting in such capacity. In
addition, the Bookrunners and any of their affiliates may enter
into financing arrangements (including swaps) with investors in
connection with which the Bookrunners and any of their respective
affiliates may from time to time acquire, hold or dispose of
shares. The Bookrunners do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made. The
information contained in this Announcement is subject to change
without notice and except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statements are based.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Bookrunners have only procured
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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.
END
ROIZMGMVFLZGRZM
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