TIDMCLIN
RNS Number : 4003U
Clinigen Group plc
02 December 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
2 December 2021
Clinigen Group plc
Response to Press Speculation
The Board of Clinigen Group plc ("Clinigen" or the "Company")
notes the recent press speculation and confirms that it has
received a non-binding indicative proposal from Triton Investment
Management Limited ("Triton") regarding a possible offer for the
entire issued and to be issued ordinary share capital of Clinigen
(the "Proposal").
The Board of Clinigen is in advanced discussions with Triton
regarding the Proposal. Accordingly, shareholders are advised to
take no action in relation to the Proposal.
There can be no certainty that any firm offer will be made for
the Company, nor as to the terms on which any firm offer might be
made.
In accordance with Rule 2.6(a) of the Code, Triton is required,
by no later than 5.00 p.m. (London time) on 30 December 2021, being
28 days after today's date, to either announce a firm intention to
make an offer for the Company in accordance with Rule 2.7 of the
Code or announce that it does not intend to make an offer, in which
case the announcement will be treated as a statement to which Rule
2.8 of the Code applies. This deadline can be extended with the
consent of the Takeover Panel in accordance with Rule 2.6(c) of the
Code.
This announcement is being made without the consent of
Triton.
The person responsible for releasing this announcement on behalf
of Clinigen is Amanda Miller, Company Secretary.
Enquiries:
Clinigen Group plc +44 (0) 128 349 5010
Rob Fox
RBC Capital Markets (Lead Financial Adviser
and Corporate Broker to Clinigen Group plc) +44 (0) 207 653 4000
Mark Preston
Thomas Stockman
Marcus Jackson
Elliot Thomas
Numis (Financial Adviser, Corporate Broker
and Nominated Adviser to Clinigen Group plc) +44 (0) 207 260 1000
James Black
Stuart Ord
Garry Levin
Freddie Barnfield
Disclaimers
RBC Europe Limited (trading as RBC Capital Markets), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting for Clinigen and no one
else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Clinigen for providing the protections afforded to clients of RBC
Capital Markets, or for providing advice in connection with matters
referred to in this announcement.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as Financial Adviser exclusively for Clinigen and no one
else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to
the matters in this announcement and will not be responsible to
anyone other than Clinigen for providing the protections afforded
to clients of Numis, nor for providing advice in relation to any
matter referred to herein.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.clinigengroup.com, by no
later than 12 noon (London time) on the first business day
following the date of this announcement. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
Additional Information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company 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) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code applies must be made by no
later than 3.30 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 pm (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
the offeree company 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 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company 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) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
of the Code applies must be made by no later than 3.30 pm (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 an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, 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 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 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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, as at the close of
business on 1 December 2021 (being the business day prior to the
date of this announcement), Clinigen confirms that it had in issue
133,366,726 ordinary shares of 0.1 pence each with voting rights
and admitted to trading on AIM under the ISIN code
GB00B89J2419.
LEI Number: 213800OBIKGI2JYYS227
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
OFDLLLFBFLLXFBQ
(END) Dow Jones Newswires
December 02, 2021 07:44 ET (12:44 GMT)
Clinigen (LSE:CLIN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Clinigen (LSE:CLIN)
Historical Stock Chart
From Jul 2023 to Jul 2024
