TIDMQP. TIDMCLIN
RNS Number : 3891U
Quantum Pharma PLC
23 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.
RECOMMED ACQUISITION
of
QUANTUM PHARMA PLC
("Quantum" or the "Company")
by
CLINIGEN GROUP PLC
("Clinigen")
Results of Court Meeting and General Meeting
On 13 September 2017, the boards of Clinigen and Quantum
announced that they had reached agreement on the terms of a
recommended acquisition, pursuant to which Clinigen will acquire
the entire issued and to be issued ordinary share capital of
Quantum (the "Acquisition") to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 ("Scheme").
The board of Quantum is pleased to announce that at the Court
Meeting and the General Meeting convened in relation to the
proposed Scheme and held earlier today all resolutions proposed,
details of which are set out in the notices of each meeting
contained in the scheme document dated 29 September 2017 (the
"Scheme Document"), were passed by the requisite majorities and
accordingly the Scheme was approved.
A summary of the voting results is set out below.
As at the date of the Court Meeting and General Meeting there
were 169,117,640 Quantum Shares in issue.
Court Meeting
At the Court Meeting, a majority in number, representing over 75
per cent. in value, of Scheme Shareholders who voted (either in
person or by proxy) on the poll, voted in favour of the Scheme and,
accordingly, the resolution to approve the Scheme was duly passed
on a poll vote. Details of the votes cast are as follows:
For For* Against Against*
Number % Number %
--------------------- ------------ -------- -------- ---------
Scheme Shares
voted 101,570,486 99.96 38,779 0.04
--------------------- ------------ -------- -------- ---------
Scheme Shareholders
who voted 47 90.38 5 9.62
--------------------- ------------ -------- -------- ---------
Scheme Shares
voted as
a percentage
of the total
number of
Scheme Shares 60.06 N/A 0.02 N/A
--------------------- ------------ -------- -------- ---------
General Meeting
At the General Meeting, the special resolution as set out in the
notice of General Meeting contained in the Scheme Document, to
implement the Scheme and make amendments to the Articles in
connection with the Scheme, was duly passed on a poll.
Details of the votes cast on the special resolution are as
follows:
Resolution For* For* Against Against* Withheld
Number % Number % (number)**
-------------------- ------------ ------ -------- --------- -----------
Special resolution 104,142,621 99.97 29,192 0.03 2,587
-------------------- ------------ ------ -------- --------- -----------
*Includes discretionary votes
**A withheld vote is not a vote in law and, accordingly, is not
counted in the calculation of the proportion of votes "For" and
"Against" the resolution concerned. Any proxy appointments which
gave discretion to the Chairman have been included in the vote
"For" total.
Next Steps and Expected Timetable
Completion of the Acquisition remains conditional on the
satisfaction or waiver of the remaining Conditions set out in the
Scheme Document, including the Court's sanction of the Scheme and
the delivery of a copy of the Court Order to the Registrar of
Companies.
On the basis of the current timetable for the Scheme and subject
to the Court sanction of the Scheme, the Scheme is expected to
become Effective on 1 November 2017 (the "Effective Date"), the
last day of dealings in, and for registration of transfers of,
Quantum Shares will be 30 October 2017. At 7.00 a.m. on 2 November
2017, the admission of Quantum Shares to trading on AIM is expected
to be cancelled.
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.
The expected timetable of principal events is set out below:
Event Time and/or date
2017
Last day of dealings in, Monday 30 October(1)
and registration of transfers,
and disablement in CREST
of, Quantum Shares
Scheme Record Time 6.00 p.m. on Monday
30 October(1)
Quantum Shares suspended 7.00 a.m. on Tuesday
from trading 31 October
Scheme Court Hearing (to Tuesday 31 October(1)
sanction the Scheme)
Effective Date of the Scheme Wednesday 1 November(1)
Cancellation of admission 7.00 a.m. on Thursday
of Quantum Shares on AIM 2 November (1)
Admission of the New Clinigen 8.00 a.m. on Thursday
Shares on AIM 2 November(1)
Crediting of New Clinigen on or soon after
Shares to CREST accounts Thursday 2 November(1)
in respect of Scheme Shares
held in uncertificated form
Latest date for CREST accounts by Tuesday 14 November
to be credited in respect
of cash consideration and
fractional cash
Latest date of despatch by Tuesday 14 November
of share certificates for
New Clinigen Shares and
cheques in respect of Scheme
Shares held in certificated
form
Long Stop Date, being the 6.00 p.m. on 26 February
date by which the Scheme 2018
must be implemented
(1) The dates and times above are indicative only and will
depend, inter alia, on the date on which: (i) the Conditions are
either satisfied or waived (to the extent they are capable of being
waived); (ii) the Court sanctions the Scheme; and (iii) a copy of
the Scheme Court Order is delivered to the Registrar of Companies.
If any of the expected dates change, Quantum will give notice of
any change by issuing an announcement through a Regulatory
Information Service.
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 is
not incorporated into, and does not form part of, this
announcement.
Defined terms used but not defined in this announcement have the
same meanings set out in the Scheme Document.
The Company remains in an "Offer Period" as defined in the Code
and accordingly the dealing disclosure requirements listed below
continue to apply.
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) 1207 279
Adviser to Clinigen) 404
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 Proposals or their merits, 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 availability of the Offer, and 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 Offer 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 Offer 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, the Code and the Listing Rules 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.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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