TIDMUPR
RNS Number : 2313M
Uniphar PLC
20 January 2021
Publication of Circular convening an Extraordinary General
Meeting
Dublin, London | 20 January 2021: Uniphar plc ("Uniphar" or the
"Company") today announces that an Extraordinary General Meeting
(the "EGM") of the Company will be held at its registered office at
4045 Kingswood Road, Citywest Business Park, Co. Dublin, D24 V06K,
Ireland, on 15 February 2021 at 11.00 a.m. The circular, which
includes the Notice of the EGM, (the "Circular") and a Form of
Proxy will be issued to shareholders today.
The business of the EGM will be to consider and, if thought fit,
approve certain resolutions relating to the replacement of CREST
with a system operated by Euroclear Bank SA/NV for the electronic
settlement of trading in the Company's ordinary shares (the
"Resolutions"). Approval of the Resolutions is necessary to ensure
that transactions in the Company's shares can continue to be
settled electronically when they take place on Euronext Dublin or
the London Stock Exchange and remain eligible for continued
admission to trading and listing on those exchanges, which is
crucial to the interests of the Company and its shareholders as a
whole. The Board strongly urges shareholders to review the contents
of the Circular in their entirety, including the documents referred
to therein, and consider the Board's recommendation to vote in
favour of the Resolutions.
The Circular, Form of Proxy and copies of the documents referred
to in the Circular are available to view on the Company's website
at https://www.uniphar.ie/static/investors /shareholder-centre/EGM
and will be available for inspection during normal business hours
on any business day from today until the conclusion of the EGM at
the registered office of the Company. In accordance with applicable
regulations and public health guidelines in force in Ireland in
connection with Covid-19, shareholders are requested not to
physically attend the Company's registered office to inspect those
documents and are instead requested to inspect those documents
online.
Public Health Guidelines and the EGM
The Company is acutely aware of the very challenging and
continuously evolving situation currently faced by society in
dealing with the Covid-19 pandemic and we are closely monitoring
the situation and the measures advised by the Government of Ireland
and the Department of Health. The Company has a legal obligation to
hold this EGM, and while it is expected that the EGM will proceed
as planned on 15 February 2021, it is likely to do so under very
constrained circumstances. Under the Migration of Participating
Securities Act 2019 the quorum for the EGM is at least three
persons holding or representing by proxy at least one-third in
nominal value of the issued shares in the Company. In order to
avoid unnecessary risk to the Company's shareholders, employees and
other attendees, the Company recommends that shareholders
participate in the EGM by electronic means, including by casting
their proxy votes electronically in advance of the meeting. Details
of how to do so are set out in further detail in the Circular.
A listen only conference call facility will be provided to allow
shareholders to listen to the business of the meeting. Please note
that this facility will allow you to listen to the business of the
EGM only, you will not be able to use this facility to vote, raise
points or issues, ask questions or table resolutions. If you wish
to listen live to the EGM proceedings, you can register for the
conference call and receive participant log-in details at
https://www.uniphar.ie/static/investors/shareholder-centre/EGM
.
Shareholders availing of this facility should also ensure to
submit their Form of Proxy by the relevant deadline in advance of
the EGM, as it will not be possible to vote using the conference
call facility.
Shareholders are invited to submit questions in writing in
advance of the meeting either by email to amccarthy@uniphar.ie or
by post to the Company Secretary, Uniphar plc, 4045 Kingswood Road,
Citywest Business Park, Co. Dublin, D24 V06K, Ireland. Questions
must be received by 5.00 p.m. on 12 February 2021 . Shareholders
must include their Shareholder Reference Number (as set out on
their Form of Proxy) with any question submitted
The Company continues to monitor the impact of Covid-19 and any
relevant updates regarding the EGM, including any changes to the
arrangements outlined in this Circular, will be announced via stock
exchange announcement and will be available on
https://www.uniphar.ie/static/investors/shareholder-centre/EGM
.
In the event that it is not possible to hold the EGM either in
compliance with public health guidelines or applicable law or where
it is otherwise considered that proceeding with the EGM as planned
poses an unacceptable health and safety risk, the EGM may be
adjourned or postponed or relocated to a different time and/or
venue, in which case notification of such adjournment or
postponement or relocation will be given in accordance with
applicable law.
For further details contact:
Uniphar +353 (0) 1 428 7777
Brian O'Shaughnessy
------------------------------
Group Director of Corporate Development investor.relations@Uniphar.ie
------------------------------
Davy +353 (0) 1 679 6363
------------------------------
(Joint Corporate Broker, Nominated Adviser
and Euronext
Growth Adviser)
------------------------------
Fergal Meegan
------------------------------
Barry Murphy
------------------------------
Orla Cowzer
------------------------------
RBC Capital Markets (Joint Corporate Broker) +44 (0) 20 7653 4000
------------------------------
Darrell Uden
------------------------------
Jonathan Hardy
------------------------------
Jamil Miah
------------------------------
Stifel Nicolaus Europe Limited (Joint Corporate
Broker) +44 (0) 20 7710 7600
------------------------------
Matt Blawat
------------------------------
Ben Madison
------------------------------
Francis North
------------------------------
Q4 PR +353 (0) 1 475 1444
or
------------------------------
(Public Relations Adviser to Uniphar) +353 87 235 6461
------------------------------
Iarla Mongey
------------------------------
About Uniphar plc
Headquartered in Dublin, Ireland, Uniphar plc ("Uniphar" and
together with its subsidiaries the "Group") is an international
diversified healthcare services business, servicing the
requirements of more than 200 multinational pharmaceutical and
medical technology manufacturers across three divisions -
Commercial & Clinical, Product Access and Supply Chain &
Retail.
The Group has strong established relationships with 7 of the top
10 pharma companies and 6 of the top 10 medical device companies.
With a workforce of more than 2,500, the Group is active in
Ireland, the UK, the Benelux, the Nordics and the US, delivering
unlicensed and specialty medicine on a global basis.
The Group's vision is to improve patient access to
pharmaco-medical products and treatments by enhancing connectivity
between manufacturers and healthcare stakeholders. Uniphar
represents a strong combination of scale, growth and
profitability.
Commercial & Clinical
In Commercial & Clinical the Group provides sales, marketing
& distribution solutions to multinational pharmaceutical and
medical device manufacturers on an outsourced basis. Active in
Ireland, the UK, the Benelux, and the Nordics, the Group is growing
with its clients to provide pan-European solutions. Uniphar has
built a fully integrated multi-channel solution that is supported
by highly experienced, clinically trained teams to deliver
exceptional outcomes for all clients.
Product Access
In Product Access the Group is growing two distinct service
offerings: 1) "On Demand Access", which are pharmacy led solutions
for sourcing and supplying unlicensed medicines to meet the needs
of both retail and hospital pharmacists; and 2) "Exclusive Access",
which are manufacturer led solutions for controlling the release of
speciality medicines for specifically approved patient populations
in agreed markets. The Group currently delivers product access
solutions on a global basis.
Supply Chain & Retail
Uniphar is an established market leader in Ireland with over a
50% market share in the wholesale/hospital market, supported by a
network of c.330 owned, franchised and symbol group pharmacies. The
business supports the diverse customer base through the provision
of strong service levels coupled with innovative commercial
initiatives. Supply Chain & Retail is an Irish only business
for the Group, although the manufacturer relationships and
infrastructure are utilised for the benefit of the growth
divisions, Commercial & Clinical and Product Access.
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