TIDMDNL
RNS Number : 1904W
Diurnal Group PLC
21 April 2021
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OF
SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS
NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY
JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU AS IT FORMS PART OF THE LAW
OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF
THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
21 April 2021
Diurnal Group plc
("Diurnal" or the "Company")
Result of Placing and Subscription,
Open Offer
and Notice of General Meeting
Diurnal Group plc (AIM: DNL), the specialty pharmaceutical
company targeting patient needs in chronic endocrine (hormonal)
diseases, is pleased to announce the completion of the Bookbuild
announced earlier today, which was oversubscribed.
A total of 28,507,144 Placing Shares have been conditionally
placed at the Issue Price of 70 pence per New Ordinary Share
alongside a conditional subscription by certain Directors of the
Company for 64,285 Subscription Shares, also at the Issue Price, to
raise a total of approximately GBP 20.0 million for the Company
(before expenses).
The net proceeds of the Placing and Subscription of
approximately GBP 19.1 million receivable by the Company, will be
used to progress the pivotal Phase 3 studies of Efmody(R) in the US
through to registration in CAH (including a long-term follow-on
study) and the continued support of the evolution of the Group's
earlier stage pipeline.
A Circular to shareholders containing full details of the
Capital Raising and convening the General Meeting is expected to be
posted by 6.00 p.m. on 22 April 2021 and will also be available on
the Company's website at the same time . Panmure Gordon (UK)
Limited is acting as nominated adviser, sole broker and sole
bookrunner to the Company.
Completion of the Placing, the Subscription and the Open Offer
remains subject, inter alia, to the passing of the Resolutions at
the General Meeting and Admission. It is expected that dealings in
the New Ordinary Shares will commence on 11 May 2021. Assuming
completion of the Placing and the Subscription and subscription for
the Open Offer Shares in full, upon Admission, the Enlarged Share
Capital is expected to be 169,761,150 Ordinary Shares. On this
basis, the Placing Shares and Subscription Shares will represent
approximately 16.8 per cent. of the Enlarged Share Capital.
Related Party Transaction
Certain Directors in the Company have subscribed for
Subscription Shares in connection with the Capital Raising. In
addition, IP Group (through IP2IPO and other subsidiaries and
associates (together "IP Group")), a Substantial Shareholder in the
Company has subscribed for Placing Shares in connection with the
Placing. The number of Subscription Shares conditionally subscribed
for by each Director pursuant to the Subscription and the number of
Placing Shares conditionally subscribed for by the Substantial
Shareholder pursuant to the Placing, and their resulting
shareholding on Admission, are set out below:
Shareholder Existing Number of Number Ordinary Percentage
Ordinary Existing of New Shares of Enlarged
Shares Ordinary Ordinary held post-Admission* Share Capital
held Shares held Shares held*
as a percentage subscribed
of all Existing for
Ordinary
Shares
IP Group 44,085,999 31.87% 5,714,286 49,800,285 29.34%
Sam Williams(**) 85,248 0.06% 28,571 113,819 0.07%
Richard Bungay 107,109 0.08% 7,143 114,252 0.07%
John Goddard 200,103 0.14% 28,571 228,674 0.13%
(*) assuming the Open Offer is fully subscribed
(**) Director nominated by IP Group
In addition to the above, Martin Whitaker intends to subscribe
for 10,000 New Ordinary Shares pursuant to the Open Offer.
IP Group is a "Substantial Shareholder" in the Company for the
purposes of the AIM Rules. Its conditional subscription for Placing
Shares pursuant to the Placing as stated above and the conditional
subscription for New Ordinary Shares by certain Directors pursuant
to the Subscription (or Open Offer as the case may be), as stated
above, will each be a related party transaction for the purposes of
the AIM Rules. The Directors who are independent of the related
party transaction, (being Richard Ross and Alan Raymond), having
consulted with Panmure Gordon, the Company's nominated adviser for
the purposes of the AIM Rules, consider the terms of the
participation of IP Group in the Placing and participation of
certain Directors in the Capital Raising to be fair and reasonable
insofar as Shareholders are concerned.
The capitalised terms used in this announcement have the same
meanings as in the announcement published by the
Company at approximately 7.00 a.m. today unless otherwise stated.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014 (MAR).
For further information, please visit www.diurnal.co.uk or contact:
Diurnal Group plc +44 (0)20 3727 1000
Martin Whitaker, Chief Executive Officer
Richard Bungay, Chief Financial Officer
Panmure Gordon (UK) Limited (Nominated Adviser
and Sole Broker) +44 (0) 20 7886 2500
Corporate Finance: Freddy Crossley, Emma Earl
Corporate Broking: Rupert Dearden
FTI Consulting (Investor Relations) +44 (0)20 3727 1000
Simon Conway
Victoria Foster Mitchell
Notes to Editors
About Diurnal Group plc
Diurnal Group plc is a European, UK-headquartered, specialty
pharmaceutical company dedicated to developing hormone therapeutics
to aid lifelong treatment for rare and chronic endocrine
conditions, including congenital adrenal hyperplasia, adrenal
insufficiency, hypogonadism and hypothyroidism. Its expertise and
innovative research activities focus on circadian-based
endocrinology to yield novel product candidates in the rare and
chronic endocrine disease arena.
For further information about Diurnal, please visit
www.diurnal.co.uk
IMPORTANT NOTICE
No action has been taken by the Company, Panmure Gordon, or any
of their respective affiliates, that would, or which is intended
to, permit a public offer of the New Ordinary Shares in any
jurisdiction or the possession or distribution of this announcement
or any other offering or publicity material relating to the New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this announcement
comes shall inform themselves about, and 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.
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN,
IS FOR INFORMATION PURPOSES ONLY, IS NOT INTED TO AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR
SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE NEW
ORDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS
TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the FCA, is acting as nominated adviser and sole broker
to the Company in relation to the Placing and Admission and is not
acting for any other persons in relation to the Placing and
Admission. Panmure Gordon is acting exclusively for the Company and
for no one else in relation to the matters described in this
announcement and is not advising any other person and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Panmure Gordon, or
for providing advice in relation to the contents of this
announcement or any matter referred to in it. The responsibilities
of Panmure Gordon as the Company's nominated adviser under the AIM
Rules for Companies and the AIM Rules for Nominated Advisers are
owed solely to London Stock Exchange plc and are not owed to the
Company or to any director or shareholder of the Company or any
other person, in respect of his decision to acquire shares in the
capital of the Company in reliance on any part of this
announcement, or otherwise.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Panmure Gordon or the Company or any of
their respective affiliates or any of their respective directors,
officers, employees, advisers or representatives (collectively,
"Representatives") as to or in relation to the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the New Ordinary Shares. Any
investment decision to buy New Ordinary Shares in the Capital
Raising must be made solely on the basis of publicly available
information, which has not been independently verified by Panmure
Gordon, and the Circular.
The price of Ordinary Shares and any income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the Ordinary Shares.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than AIM, a market operated by the London
Stock Exchange.
This announcement may contain "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "would,
"could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. None of the Company,
Panmure Gordon, or their respective directors, officers, employees,
agents, affiliates and advisers, or any other party undertakes or
is under any duty to update this announcement or to correct any
inaccuracies in any such information which may become apparent or
to provide you with any additional information, other than any
requirements that the Company may have under applicable law. To the
fullest extent permissible by law, such persons disclaim all and
any responsibility or liability, whether arising in tort, contract
or otherwise, which they might otherwise have in respect of this
announcement. The information in this announcement is subject to
change without notice.
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END
ROIUAVRRARUSUAR
(END) Dow Jones Newswires
April 21, 2021 06:51 ET (10:51 GMT)
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