TIDMQP. TIDMCLIN
RNS Number : 2236S
Quantum Pharma PLC
29 September 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. THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
29 September 2017
RECOMMED ACQUISITION
for
Quantum Pharma Plc
("Quantum" or the "Company")
by
Clinigen Group plc
("Clinigen")
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Posting of Scheme Document
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 Boards of Quantum and Clinigen are pleased to announce that
the scheme document in relation to the Acquisition (the "Scheme
Document") is today being posted to Quantum Shareholders,
containing, amongst other things, the full terms and conditions of
the Acquisition, an explanatory statement pursuant to section 897
of the Companies Act 2006, an expected timetable of principal
events, notices of the Court Meeting and General Meeting and
details of the actions to be taken by Quantum Shareholders,
together with the Forms of Proxy for the Meetings.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document. Copies of this announcement and the Scheme
Document will be available free of charge (subject to certain
restrictions relating to persons in certain overseas jurisdictions)
on Quantum's website at http://www.quantumpharmagroup.com up to and
including the Effective Date. The contents of this website are not
incorporated into, and do not form part of, this announcement.
Notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, to become Effective,
the Scheme must be approved by a majority in number of Quantum
Shareholders representing at least 75 per cent. in value of the
Quantum Shares held by the Quantum Shareholders present and voting
and entitled to vote (either in person or by proxy) at the Court
Meeting (voting at which shall be conducted by way of a poll).
Implementation of the Scheme also requires the passing of the
Special Resolution by the Quantum Shareholders at the General
Meeting to be held immediately after the Court Meeting.
Notices convening the Court Meeting and the General Meeting for
2.00 p.m. and 2.15 p.m. respectively on 23 October 2017 (or as soon
thereafter as the Court Meeting is concluded or adjourned) to be
held at the offices of Muckle LLP, Time Central, 32 Gallowgate,
Newcastle upon Tyne NE1 4BF, are set out in the Scheme Document.
Forms of Proxy for use at such Meetings are enclosed with the
Scheme Document.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of Quantum Shareholder
opinion. Quantum Shareholders are therefore strongly urged to
complete, sign and return the Forms of Proxy (once received) as
soon as possible.
Cancellation of admission of Quantum Shares to trading on AIM
and re-registration
If the Scheme becomes Effective in accordance with its terms, it
is currently expected that trading on AIM of Quantum Shares will be
suspended at 7.00 a.m. on 31 October 2017 and subsequently
cancelled from admission to trading on AIM at 7.00 a.m. on 2
November 2017. It is also intended that on, or shortly after, the
Effective Date, Quantum will be re-registered as a private limited
company under the relevant provisions of the Companies Act
2006.
Timetable
The expected timetable of principal events for the
implementation of the Scheme is set out below. If any of the key
dates set out in the expected timetable changes, an announcement
will be made through a Regulatory Information Service.
All times shown in this document are London times unless
otherwise stated.
Event Time and/or date
2017
Publication of the Scheme Friday 29 September
Document
Voting Record Time for the
Court Meeting and the General 6.00 p.m. on Thursday
Meeting 19 October(2)
Latest time for receipt
of Forms of Proxy for:
Court Meeting (BLUE form) 2.00 p.m. on Saturday
21 October(1)
General Meeting (WHITE form) 2.15 p.m. on Saturday
21 October(1)
Court Meeting 2.00 p.m. on Monday
23 October
General Meeting 2.15 p.m. on Monday
23 October(3)
Last day of dealings in, Monday 30 October(4)
and registration of transfers,
and disablement in CREST
of, Quantum Shares
Scheme Record Time 6.00 p.m. on Monday
30 October(4))
Quantum Shares suspended 7.00 a.m. on Tuesday
from trading 31 October
Scheme Court Hearing (to Tuesday 31 October(4)
sanction the Scheme)
Effective Date of the Scheme Wednesday 1 November(4)
Cancellation of admission 7.00 a.m. on Thursday
of Quantum Shares on AIM 2 November (4)
Admission of the New Clinigen 8.00 a.m. on Thursday
Shares on AIM 2 November(4)
Crediting of New Clinigen on or soon after
Shares to CREST accounts Thursday 2 November(4)
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) If the BLUE Form of Proxy for the Court Meeting is not
received by 2.00 p.m. on 21 October 2017, it may be handed to the
Chairman at the Court Meeting or Quantum's Registrar at any time
before the taking of the poll and still be valid. However, the
WHITE Form of Proxy for the General Meeting must be received by
2.15 p.m. on 21 October 2017 in order for it to be valid or, if the
General Meeting is adjourned, not later than 48 hours before the
time fixed for the holding of the adjourned meeting. WHITE Forms of
Proxy may NOT be handed to the Chairman of the General Meeting or
Quantum's Registrar.
(2) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will be
6.00 p.m. on the day which is two Business Days immediately before
the date fixed for the adjourned meeting.
(3) The General Meeting will commence at 2.15 p.m. on 23 October
2017 or, if later, as soon thereafter as the Court Meeting has been
concluded or adjourned.
(4) 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) the office
copy of the Scheme Court Order is delivered to the Registrar of
Companies. If any of the expected dates change, Quantum will give
adequate notice of any change by issuing an announcement through a
Regulatory Information Service.
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 in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Quantum and for no-one else in relation to the Acquisition and
the matters referred to in this Announcement 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 contents of this Announcement or the
matters 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.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO
SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES
OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION,
NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.
The Acquisition is being made solely through the Scheme
Document, which contains the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition. Any vote in relation to the Acquisition should be made
only on the basis of the information contained in the Scheme
Document. Quantum Shareholders are advised to read the Scheme
Document carefully.
Overseas Shareholders
The availability of the Scheme and the consideration payable,
including New Clinigen Shares issued pursuant to the Acquisition to
persons resident in, or citizens of, jurisdictions outside the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons not resident in the United Kingdom should
inform themselves about and observe any applicable legal or
regulatory requirements. It is the responsibility of each overseas
Quantum Shareholder to satisfy himself as to the full observance of
the laws of the relevant jurisdiction in connection with the
Acquisition, including the obtaining of any governmental, exchange
control or other consents which may be required, or the compliance
with other necessary formalities which are required to be observed
and the payment of any issue, transfer or other taxes due in such
jurisdiction.
The Scheme Document has been prepared for the purposes of
complying with English law and the Takeover Code and the
information disclosed in this Announcement may not be the same as
that which would have been disclosed if the Scheme Document had
been prepared in accordance with the laws of any other
jurisdiction. The New Clinigen Shares to be issued pursuant to the
Acquisition have not been, and will not be, registered under the
relevant securities laws of any jurisdiction other than the United
Kingdom. Accordingly, subject to certain exceptions, the New
Clinigen Shares may not be offered, sold, resold or delivered
directly or indirectly in or into a Restricted Jurisdiction or any
other jurisdiction where the relevant action would constitute a
violation of the relevant laws and regulations of such jurisdiction
or would result in a requirement to comply with any governmental or
other consent or any registration, filing or other formality which
Clinigen regards as unduly onerous.
The release, publication or distribution of the Scheme Document
and/or any accompanying documents in or into or from jurisdictions
other than the UK may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than
the UK should inform themselves about, and observe, any applicable
legal or regulatory requirements. In particular, the ability of
persons who are not resident in the UK to vote their Quantum Shares
with respect to the Scheme at the Meetings, or to appoint another
person as proxy to vote at the Meetings on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. Any failure to comply with the applicable 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. This Announcement and the Scheme Document and any
accompanying documents have been prepared for the purpose of
complying with English law, the Code and the AIM Rules and the
information disclosed may not be the same as that which would have
been disclosed if this Announcement and the Scheme Document had
been prepared in accordance with the laws of jurisdictions outside
of England.
Additional information for United States Shareholders
The Acquisition relates to the shares of an English company that
is not registered under the US Securities Exchange Act of 1933 (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 United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules under the US Exchange Act.
The New Clinigen Shares to be issued pursuant to the Scheme have
not been, nor will they be, registered under the US Securities Act
or under any relevant securities laws of any state, territory or
other jurisdiction of the United States. The New Clinigen Shares to
be issued to Scheme Shareholders pursuant to the Scheme are
expected to be issued in reliance on the exemption from the
registration requirements of the US Securities Act provided by
section 3(a)(10) thereof.
Securities to be issued to Quantum Shareholders pursuant to the
Scheme generally should not be treated as "restricted securities"
within the meaning of Rule 144(a)(3) under the US Securities Act
and persons who receive securities in the Scheme (other than
"affiliates" as described in the paragraph below) may resell them
without restriction under the US Securities Act
Under the US securities laws, persons who are or will be deemed
to be an "affiliate" (within the meaning of the Securities Act) of
Quantum or Clinigen may not resell New Clinigen Shares received
pursuant to the Scheme in the United States without registration
under the US Securities Act, except pursuant to an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Whether a person
is an affiliate of a company for such purposes depends upon the
circumstances, but affiliates of a company can include certain
officers and directors and significant shareholders. Persons who
believe they may be affiliates of Quantum or Clinigen should
consult their own legal advisers prior to any sale of securities
received in the Scheme.
For the purposes of qualifying for the exemption from the
registration requirements of the Securities Act afforded by section
3(a)(10) thereof, Quantum will advise the Court that its
sanctioning of the Scheme will be relied upon by Clinigen as an
approval of the Scheme following a hearing on its fairness to
Quantum Shareholders, at which hearing all Quantum Shareholders are
entitled to attend in person or through counsel to support or
oppose the sanctioning of the Scheme and with respect to which
notification has been given to all Quantum Shareholders.
Cautionary note regarding forward - looking statements
This Announcement includes certain forward-looking statements
with respect to the financial condition, results of operations and
business of the Quantum Group, the Clinigen Group and/or the
Enlarged Group and certain plans and objectives of the Boards of
Quantum and Clinigen. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could" or
other words of similar meaning. These statements are based on
assumptions and assessments made by the Boards of Quantum and/or
Clinigen in light of their experience and their perception of
historical trends, current conditions, expected future developments
and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty and the
factors described in the context of such forward-looking statements
in this Announcement could cause actual results and developments to
differ materially from those expressed in or implied by such
forward-looking statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this Announcement.
Quantum and Clinigen assume no obligation to update or correct the
information contained in this Announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for Clinigen or Quantum, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per ordinary share for Clinigen or Quantum, as
appropriate.
Publication on website and availability of hard copies
Pursuant to Rule 26 of the Code, a copy of this Announcement,
the Scheme Document and other documents in connection with the
Scheme will, subject to certain restrictions, be available for
inspection on Clinigen's website at
http://www.clinigengroup.com/disclaimer/form/1212/1211 and on
Quantum's website at
http://ir.quantumpharmagroup.com/content/investor/takeover_code.asp
from the time the Scheme Document is published. The contents of the
websites referred to in this Announcement are not incorporated
into, and do not form part of, this Announcement.
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement. A person may also request that
all future documents, announcements and information to be sent to
that person in relation to the Acquisition should be sent by the
party which publishes it in hard copy form. For persons who receive
a copy of this Announcement in electronic form or via a website
publication, a hard copy of this Announcement will not be sent
unless so requested, by contacting Capita Asset Services, PXS, 34
Beckenham, Kent BR3 4TU, or by telephone on 0871 664 0300 (from
within the UK) or +44 371 664 0300 (from outside the UK). If
requested, copies will be provided, free of charge, within two
Business Days of the request.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the 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 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. A
Dealing Disclosure by a person to whom Rule 8.3(b) 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.
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).
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.
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 Section 4 of Appendix 4 to the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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