Top Movers

Company Announcements

Scheme of Arrangement becomes Effective

Related Companies

By LSE RNS

RNS Number : 2643V
Clinigen Group plc
01 November 2017
 

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 OR REGULATIONS OF SUCH JURISDICTION

 1 November 2017

 

Recommended Acquisition

 

of

 

Quantum Pharma Plc

 

("Quantum" or the "Company")

 

by

 

Clinigen Group plc

 

("Clinigen")

 

Scheme of Arrangement ("the Scheme") becomes Effective

 

The Boards of Quantum and Clinigen are pleased to announce that, further to yesterday's announcement by Quantum that the Court had sanctioned the Scheme of Arrangement, the related Court Order has been delivered to the Registrar of Companies and accordingly the Scheme has become effective in accordance with its terms.

 

As previously advised, the cancellation of trading of the Quantum Shares on AIM is expected to take place at
7.00 a.m. on 2 November 2017.

 

A Scheme Shareholder on the register of members of Quantum at 6.00 p.m. on Monday 30 October 2017 will be entitled to receive 37 pence in cash and 0.0405 New Clinigen Shares for each Scheme Share held. As a result of the Scheme becoming effective, and in accordance with the terms of the Scheme, 6,849,264 New Clinigen Shares have been issued and are expected to be admitted pursuant to the timetable for settlement set out below.

 

Event

Time and/or date

2017

Admission of the New Clinigen Shares on AIM

8.00 a.m. on Thursday 2 November

Crediting of New Clinigen Shares to CREST accounts in respect of Scheme Shares held in uncertificated form

on or soon after Thursday 2 November

Latest date for CREST accounts to be credited in respect of cash consideration and fractional cash

by Tuesday 14 November

Latest date of despatch of share certificates for New Clinigen Shares and cheques in respect of Scheme Shares held in certificated form    

by Tuesday 14 November

 

 

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 dated 29 September 2017. Defined terms used but not defined in this announcement have the same meanings set out in the Scheme Document.

 

The Company is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

 

END

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 to Quantum)

Sandy Fraser/James White/James Hopton

 

Tel. +44 (0) 20 7496 3176

 

Numis (Financial adviser, Nominated Adviser and Joint Broker to Clinigen)

Michael Meade/James Black/Freddie Barnfield

 

Tel: +44 (0) 207 260 1000

 

RBC Capital Markets (Joint Broker to Clinigen)

Marcus Jackson/Elliot Thomas/ Jack Wood

 

Tel: +44 (0) 20 7653 4000

Instinctif Partners (PR Adviser to Clinigen)

Adrian Duffield / Melanie Toyne Sewell / Alex Shaw

 

Tel: +44 (0) 20 7457 2020

Email: clinigen@instinctif.com

 

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 are 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.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
SOAZMMGMMMRGNZM

Top of Page