TIDMQP.
RNS Number : 1534V
Quantum Pharma PLC
31 October 2017
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.
31 October 2017
Recommended Acquisition
of
Quantum Pharma Plc
("Quantum" or the "Company")
by
Clinigen Group plc
("Clinigen")
Court Sanction of the Scheme of Arrangement (the "Scheme")
The Board of Quantum is pleased to announce that, at a hearing
held earlier today, the recommended acquisition by Clinigen of the
entire issued and to be issued ordinary share capital of Quantum
(the "Acquisition"), to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006, was sanctioned
by the Court.
Completion of the Acquisition remains conditional on delivery to
the Registrar of Companies of a copy of the Court Order made at the
Court Hearing to sanction the Scheme. Subject to such registration,
the Scheme is expected to become effective on 1 November 2017 (the
"Effective Date") and a further announcement will be made at that
time.
The last day for dealings in, and for registrations of
transfers, of Quantum Shares was 30 October 2017.
Following the Effective Date, share certificates in respect of
Quantum Shares will cease to be valid and entitlements to Quantum
Shares held within the CREST system will be cancelled.
It is expected that, subject to the Scheme becoming effective,
the cancellation of trading of the Quantum Shares on AIM will take
place at 7.00 a.m. on 2 November 2017.
General
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, in the investor section of Quantum's website at
www.quantumpharmagroup.com and the investor section of Clinigen's
website at www.clinigengroup.com. The content of these websites are
not incorporated into, and do not form part of, this
announcement.
Full details of the Acquisition are set out in the scheme
document published on 29 September 2017. Defined terms used but not
defined in this announcement have the same meanings set out in the
Scheme Document dated 29 September 2017.
Enquiries/for further information:
Quantum Pharma Plc (via N+1 Singer LLP)
----------------------------------- --------------------------------
Clinigen Group plc Tel: +44 (0) 1283 495010
----------------------------------- --------------------------------
N+1 Singer (Rule 3 Adviser Tel. +44 (0) 20 7496
to Quantum) 3176
Sandy Fraser/James White/James
Hopton
----------------------------------- --------------------------------
Numis (Financial adviser, Tel: +44 (0) 207 260
Nominated Adviser and 1000
Joint Broker to Clinigen)
Michael Meade/James Black/Freddie
Barnfield
----------------------------------- --------------------------------
RBC Capital Markets (Joint Tel: +44 (0) 20 7653
Broker to Clinigen) 4000
Marcus Jackson/Elliot
Thomas/ Jack Wood
----------------------------------- --------------------------------
Instinctif Partners (PR Tel: +44 (0) 20 7457
Adviser to Clinigen) 2020
Adrian Duffield / Melanie Email: clinigen@instinctif.com
Toyne Sewell / Alex Shaw
----------------------------------- --------------------------------
Important Notices
N+1 Singer, which is authorised and regulated by the FCA, is
acting exclusively for Quantum as its financial adviser for the
purposes of Rule 3 of the Takeover Code and in relation to the
Acquisition and other matters referred to in this document and is
not acting for any other person in relation to such matters. N+1
Singer will not be responsible to anyone other than Quantum for
providing the protections afforded to clients of N+1 Singer or for
providing advice in relation to the content of this document or any
matter or arrangement referred to herein.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for
Clinigen in relation to the Acquisition and other matters referred
to in this Announcement and is not acting for any other person in
relation to such matters. Numis will not be responsible to anyone
other than Clinigen for providing the protections afforded to
clients of Numis or for providing advice in relation to the
contents of this Announcement or the matters referred to
herein.
You may request a hard copy of this announcement or the Scheme
document (and any information expressly incorporated by reference
in this document) free of charge by contacting Capita Asset
Services, PXS, 34 Beckenham, Kent BR3 4TU, on 0871 664 0300 (or, if
calling from outside the UK, on +44 371 664 0300) between 9.00 a.m.
and 5.30 p.m. Monday to Friday (excluding bank or public holidays)
or by submitting a request in writing to Capita Asset Services,
PXS, 34 Beckenham, Kent BR3 4TU. Calls to the 0871 644 0300 number
cost 12 pence per minute (excluding VAT) plus your service
provider's network extras. Calls to +44 371 664 0300 from outside
the UK will be charged at applicable international rates. Different
charges may apply to calls from mobile telephones and calls may be
recorded and randomly monitored for security and training purposes.
Please note that no advice on the Acquisition, nor any legal,
taxation or financial advice, can be given. It is important that
you note that unless you make such a request, a hard copy of this
document and any such information incorporated by reference in it
will not be sent to you. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form.
Overseas Shareholders
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 Acquisition 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 Acquisition 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 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of Quantum 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) Quantum 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
Quantum 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 Takeover Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of Quantum or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of Quantum 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)
Quantum and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8 of the Takeover Code. A Dealing Disclosure by a person to whom
Rule 8.3(b) of the Takeover Code 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 Quantum or a securities exchange
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by Quantum and by
any offeror and Dealing Disclosures must also be made by Quantum,
by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code). 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 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.
Information relating to Quantum Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Quantum Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Quantum may be provided to Clinigen during the
Offer Period as required under Sections 3 and 4 of Appendix 4 of
the Code to comply with Rule 2.11(c) of the Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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