TIDMDNL
RNS Number : 6662J
Diurnal Group PLC
03 April 2018
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL AND THE
INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL.
3 April 2018
Diurnal Group plc
("Diurnal" or the "Company")
Result of General Meeting and Completion of GBP10.5m Placing
Diurnal Group plc (AIM: DNL), the specialty pharmaceutical
company targeting patient needs in chronic endocrine (hormonal)
diseases, announces that at the General Meeting held today at 11.00
a.m. at the offices of Eversheds Sutherland (International) LLP at
1 Wood Street, London EC2V 7WS, all Resolutions were duly
passed.
Applications have been made to the London Stock Exchange for the
Admission of the 1,632,882 EIS/VCT Shares, expected to occur at or
around 8.00am on 4 April 2018 and the Admission of the 3,893,432
General Shares and 3,229,575 Convertible Loan Shares, expected to
occur at or around 8.00am on 5 April 2018, on AIM.
Following Admission of the EIS/VCT Shares but prior to the
Admission of the General Shares and the Convertible Loan Shares,
the Company's issued ordinary share capital will consist of
54,213,516 Ordinary Shares, with each Ordinary Share carrying the
right to one vote. The Company does not, and will not at the time
of Admission of the EIS/VCT Shares, hold any Ordinary Shares in
treasury. This figure of 54,213,516 Ordinary Shares may therefore
be used by shareholders in the Company, between the dates of
Admission of the EIS/VCT Shares and Admission of the General Shares
and Convertible Loan Shares, as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change in their interest in, the
share capital of the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules
("DTRs").
Following Admission of the General Shares and Convertible Loan
Shares, the Company's issued share capital will consist of
61,336,523 Ordinary Shares, with each Ordinary Share carrying the
right to one vote. The Company does not, and will not at the time
of the Admission of the General Shares and the Convertible Loan
Shares, hold any Ordinary Shares in treasury. This figure of
61,336,523 Ordinary Shares may therefore be used by shareholders in
the Company from the date of Admission of the General Shares and
Convertible Loan Shares as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of
the Company under the DTRs.
Defined terms used in this announcement have the same meanings
as in the Company's announcement dated 14 March 2018.
For further information, please visit www.diurnal.co.uk
or contact:
+44 (0)20 3727
Diurnal Group plc 1000
Martin Whitaker, Chief Executive
Officer
Richard Bungay, Chief Financial
Officer
Numis Securities Ltd (Nominated +44 (0)20 7260
Adviser) 1000
Nominated Adviser: Michael Meade,
Paul Gillam
Corporate Broking: James Black
Panmure Gordon (UK) Limited (Joint +44 (0) 20 7886
Broker) 2500
Corporate Finance: Freddy Crossley
Corporate Broking: Tom Salvesen
+44 (0)20 3727
FTI Consulting (Investor Relations) 1000
Simon Conway
Victoria Foster Mitchell
Notes to Editors
About Diurnal Group plc
Founded in 2004, Diurnal is a UK-based specialty pharma company
developing high quality products for the global market for the
life-long treatment of chronic endocrine conditions, including
Congenital Adrenal Hyperplasia and Adrenal Insufficiency. Its
expertise and innovative research activities focus on
circadian-based endocrinology to yield novel product candidates in
the rare and chronic endocrine disease arena.
For further information about Diurnal, please visit
www.diurnal.co.uk.
IMPORTANT NOTICE
No action has been taken by the Company, Numis, Panmure Gordon
or any of their respective affiliates, that would, or which is
intended to, permit a public offer of the New Ordinary Shares in
any jurisdiction or the possession or distribution of this
announcement or any other offering or publicity material relating
to the New Ordinary Shares in any jurisdiction where action for
that purpose is required. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions. Persons into whose possession this announcement
comes shall inform themselves about, and observe, such
restrictions.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published.
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN,
IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR
SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE NEW
ORDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM,
SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Numis, which is authorised and regulated in the United Kingdom
by the FCA, is acting as nominated adviser, broker and joint
bookrunner to the Company in relation to the Placing, the EIS/VCT
Admission and the General Admission and is not acting for any other
persons in relation to the Placing, the EIS/VCT Admission and the
General Admission. Numis is acting exclusively for the Company and
for no one else in relation to the matters described in this
announcement and is not advising any other person and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Numis, or for
providing advice in relation to the contents of this announcement
or any matter referred to in it. The responsibilities of Numis as
the Company's nominated adviser under the AIM Rules for Companies
and the AIM Rules for Nominated Advisers are owed solely to London
Stock Exchange plc and are not owed to the Company or to any
director or shareholder of the Company or any other person, in
respect of his decision to acquire shares in the capital of the
Company in reliance on any part of this announcement, or
otherwise.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the FCA, is acting as broker and joint bookrunner to the
Company in relation to the Placing, the EIS/VCT Admission and the
General Admission and is not acting for any other persons in
relation to the Placing, the EIS/VCT Admission and the General
Admission. Panmure Gordon is acting exclusively for the Company and
for no one else in relation to the matters described in this
announcement and is not advising any other person and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Panmure Gordon, or
for providing advice in relation to the contents of this
announcement or any matter referred to in it.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Numis, Panmure Gordon or the Company or
any of their respective affiliates or any of their respective
directors, officers, employees, advisers or representatives
(collectively, "Representatives") as to or in relation to the
accuracy or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the New Ordinary Shares. Any
investment decision to buy New Ordinary Shares in the Placing must
be made solely on the basis of publicly available information,
which has not been independently verified by Numis nor Panmure
Gordon.
The price of Ordinary Shares and any income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the Ordinary Shares.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than AIM, a market operated by the London
Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFKNDDNBKDQQK
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