TIDMPRX
Proximagen Group PLC
09 August 2012
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 OF SUCH
JURISDICTION
9 August 2012
RECOMMENDED OFFER
for
Proximagen Group plc ("Proximagen" or the "Company")
by
USL Pharma International UK Limited ("USL") a wholly-owned
subsidiary of Upsher-Smith Laboratories, Inc. ("Upsher-Smith")
(to be implemented by way of a Scheme of Arrangement
under Part 26 of the Companies Act)
Court sanctions scheme of arrangement
Proximagen is pleased to announce that the High Court of Justice
in England and Wales has today made an order sanctioning the Scheme
by which USL's acquisition of Proximagen is being implemented. The
Court order sanctioning the Scheme has been filed with the
Registrar of Companies. Unless otherwise stated, defined terms used
in this announcement have the same meaning as those used in the
Scheme Document posted to Proximagen Shareholders on 27 June
2012.
In order for the Scheme to become fully effective in accordance
with its terms, the Court will now need to confirm the associated
Capital Reduction at the Reduction Court Hearing. This is expected
to take place on 13 August 2012. Provided the Court confirms the
Capital Reduction, it is expected that the Effective Date will
occur on 14 August 2012.
Exercise of options
Proximagen further announces that, pursuant to the exercise of
options, it has allotted and will issue today, credited as fully
paid, 6,500,194 Option Scheme Shares in accordance with the
Proximagen Option Schemes. The Option Scheme Shares will rank pari
passu with Proximagen's existing ordinary shares and will not be
admitted to trading on AIM.
The above exercise includes the exercise of options by certain
directors resulting in the allotment of 2,868,829 Option Scheme
Shares in aggregate to the following directors:
Director Share scheme Number of Exercise Number
options price (pence) of ordinary
exercised shares
held post
exercise
----------------- -------------- ----------- --------------- -------------
Unapproved
Peter Allen Plan 60,000 143.5 80,000
----------------- -------------- ----------- --------------- -------------
Unapproved
Michael Ashton Plan 45,455 136 101,839
----------------- -------------- ----------- --------------- -------------
Unapproved
Kenneth Mulvany Plan 1,720,000 140 2,518,567
----------------- -------------- ----------- --------------- -------------
James Hunter EMI Plan 60,000 83.33 1,063,374
Unapproved
Plan 39,999 130
Unapproved
Plan 150,267 135
Unapproved
Plan 113,108 127.5
Unapproved
Plan 680,000 140
-------------------------------- ----------- --------------- -------------
In accordance with Rule 2.10 of the City Code on Takeovers and
Mergers, Proximagen confirms that as at the date of this
announcement, it has 69,619,795 ordinary shares of 1 pence each in
issue, 63,119,601 of which are admitted to trading on the AIM
Market of the London Stock Exchange under ISIN reference
GB00B06FMX57.
Copies of this announcement and the Scheme Document are
available free of charge, subject to certain restrictions relating
to persons resident in overseas jurisdictions, on Proximagen's
website (www.proximagen.com), up to and including the Effective
Date. For the avoidance of doubt, the content of that website and
of any other website accessible from that website is not
incorporated into and does not form part of this announcement.
Enquiries:
Proximagen
Kenneth Mulvany (Chief Executive
Officer) +44 (0) 20 7400
James Hunter (Finance Director) 7700
WG Partners (Financial Adviser
to Proximagen)
+ 44 (0) 20 7149
David Wilson 6000
Karri Vuori
Cenkos Securities (NOMAD and
broker to Proximagen)
+44 (0) 20 7397
Bobbie Hilliam (NOMAD) 8900
Julian Morse
JP Morgan Cazenove (Financial
Adviser to USL and Upsher-Smith)
James Mitford +44 (0) 20 7742
Christopher Dickinson 4000
M:Communications (PR adviser
to Proximagen)
+44 (0) 20 7920
Mary-Jane Elliott 2330
Sarah Macleod proximagen@mcomgroup.com
Hollie Vile
Kovak-Likly (PR Adviser to Upsher-Smith)
+1 (203) 762
Elizabeth Likly, Principal 8833
Bruce Likly, Principal
Charles Stanley & Co Limited, trading as Charles Stanley
Securities and WG Partners, which is authorised and regulated in
the UK by the Financial Services Authority, is acting exclusively
as financial adviser to Proximagen and no one else in connection
with the Acquisition and this announcement and will not be
responsible to anyone other than Proximagen for providing the
protections afforded to its clients nor for providing advice in
connection with the Acquisition or any matter referred to
herein.
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove and is authorised and regulated in
the UK by the Financial Services Authority, is acting exclusively
as financial adviser for Upsher-Smith and USL and no one else in
connection with the Acquisition and this announcement and will not
be responsible to anyone other than Upsher-Smith and USL for
providing the protections afforded to its clients nor for providing
advice in connection with the Acquisition or any matter referred to
herein.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting as
nominated adviser and broker to Proximagen and no one else in
connection with the matters set out in this announcement and will
not be responsible to anyone other than Proximagen for providing
the protections afforded to its clients nor for providing advice in
relation to the matters set out in this announcement.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy securities,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme Document, which contains the
full terms and conditions of the Acquisition.
USL reserves the right to elect, with the consent of the Court
and the Panel (where necessary), to implement the Acquisition by
way of a Takeover Offer. In such event, the Takeover Offer will be
implemented on substantially the same terms, subject to appropriate
amendments, as those which would apply to the Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the City 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 release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the United States
may be restricted by law and therefore any persons who are subject
to the laws of any jurisdiction other than the United Kingdom and
the United States should inform themselves about, and observe any
applicable requirements.
Notice to US investors in Proximagen
The Acquisition relates to the shares of an English company that
is a foreign private issuer (as defined under Rule 3b-4 under the
US Exchange Act) and is being made by means of a scheme of
arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, including the City Code and the AIM Rules,
which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules. Except where expressly
stated otherwise, financial information included in this
announcement and the Scheme Document has been or will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States. If, in the future, USL exercises
the right to implement the Acquisition by way of a Takeover Offer,
such offer will be made in compliance with applicable laws and
regulations including US securities laws to the extent
applicable.
No registration statement will be filed with the SEC or any
state securities regulators in the US in connection with the
Acquisition, and the Loan Notes to be issued pursuant to the terms
of the Class I CVRs will not be registered under the US Securities
Act. Accordingly, the Class I CVRs and the related Loan Notes are
not being, and unless permitted by applicable laws and regulations
may not be, offered, sold, re-sold, delivered or transferred,
directly or indirectly, in or into the United States or a US
Person.
Neither the SEC, nor any US state securities commission or any
other regulatory authority, has passed upon, or endorsed the merits
of, or approved or disapproved of the Loan Notes to be issued in
connection with the Acquisition, or determined if this announcement
is accurate or adequate. Any representation to the contrary is a
criminal offence in the US.
Notice to New Hampshire residents
Neither the fact that a registration statement or an application
for a license has been filed under Chapter 421-B of the New
Hampshire Revised Statutes Annotated, 1955, as amended, or "RSA,"
with the state of New Hampshire nor the fact that a security is
effectively registered or a person is licensed in the state of New
Hampshire constitutes a finding by the Secretary of State that any
document filed under RSA 421-B is true, complete and not
misleading. Neither any such fact nor the fact that an exemption or
exception is available for a security or a transaction means that
the Secretary of State has passed in any way upon the merits or
qualifications of, or recommended or given approval to, any person,
security or transaction. It is unlawful to make, or cause to be
made, to any prospective purchaser, customer or client any
representation inconsistent with the provisions of this
paragraph.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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)
the offeree company and (ii) any paper 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 pm (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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) the offeree company and (ii) any
paper 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 pm (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 an offeree company or a paper
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 the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, 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 +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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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