BioPharma Credit PLC Publication of Circular (0189I)
17 March 2018 - 12:30AM
UK Regulatory
TIDMBPCR
RNS Number : 0189I
BioPharma Credit PLC
16 March 2018
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY
OTHER JURISDICTION, OR TO ANY PERSON, WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF APPLICABLE LAW.
Neither this announcement, nor anything contained herein shall
constitute or form a part of any offer to sell, or a solicitation
of any offer to purchase or otherwise acquire, securities by any US
Persons or in the United States or any other jurisdiction. Neither
this announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever.
BioPharma Credit plc
Publication of Circular
16 March 2018
Further to the publication of the Prospectus on 14 March 2018,
the Company has today published a circular convening an
extraordinary general meeting of Shareholders at 11:00 a.m. on 11
April 2018 (the "Circular") in order to seek the approval of
independent Shareholders for certain related parties to be able to
participate in the Initial Placing and Offer and/or any subsequent
Placing.
As disclosed in the Prospectus and the Circular, the Company has
certain related parties pursuant to the Listing Rules (to the
extent that the Company voluntarily complies with them) as a result
of such party currently being or having been a substantial
shareholder of the Company in the past 12 months. These related
parties are Invesco Asset Management Limited (as agent for and on
behalf of its discretionary manager clients) and its associates,
and Prudential plc and its associates (the "Related Parties").
Participation by any of the Related Parties in the Issue will be
treated as a related party transaction for the purposes of the
Listing Rules (the "Related Party Transactions").
The Directors believe that the approval of the Related Party
Transactions will be beneficial to the overall Issue and would be
in the interests of all Shareholders. The Circular published today
convenes a general meeting of the Shareholders in order to seek the
approval of Shareholders (independent of that Related Party and its
associates) for each Related Party to be able to participate in the
Initial Placing and Offer and/or any subsequent Placing.
Further details are set out in the Circular.
Expected timetable
Latest time and date for receipt of forms of proxy for the EGM 11:00 a.m. on 9 April 2018
--------------------------------------------------------------- ----------------------------
Extraordinary General Meeting 11:00 a.m. on 11 April 2018
--------------------------------------------------------------- ----------------------------
All references to times in this document are to London times,
unless otherwise stated.
A copy of the Circular will shortly be submitted to the National
Storage Mechanism and will be available for inspection at
www.morningstar.co.uk/uk/NSM
Capitalised terms used in this announcement and not otherwise
defined will have the meanings given to them in the Circular.
Enquiries:
BioPharma Credit plc
via Link Company Matters Limited
Company Secretary
+44 (0)1392 477 509
J.P. Morgan Securities plc - Joint Global Coordinator and Joint
Bookrunner
+44 (0)20 7742 4000
William Simmonds
Oliver Kenyon
Anne Ross
Goldman Sachs International - Joint Global Coordinator and Joint
Bookrunner
+44 (0)20 7774 1000
Charlie Lytle
Shomick Bhattacharya
Jennie Holloway
Tom Hartley
Merrill Lynch International - Joint Bookrunner
+44 (0)20 7628 1000
Rob Parker
Daniel Norman
Tom Milner
Buchanan
+44 (0)20 7466 5000 / biopharmacredit@buchanan.uk.com
David Rydell
Mark Court
Jamie Hooper
Henry Wilson
The Company has not been and will not be registered under the
United States Investment Company Act of 1940, as amended (the
"Investment Company Act"), and as such investors will not be
entitled to the benefits of the Investment Company Act. The Shares
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or with
any securities regulatory authority of any state or other
jurisdiction of the United States, and may not be offered, sold,
resold, pledged, transferred or delivered, directly or indirectly,
into or within the United States or to, or for the account or
benefit of, any "U.S. persons" as defined in Regulation S under the
Securities Act ("US Persons"), except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States and in a manner which would not require the
Company to register under the Investment Company Act.
Neither the United States Securities and Exchange Commission nor
any state securities commission has approved or disapproved of the
Shares or passed upon or endorsed the adequacy or accuracy of this
announcement.
LEI: 213800AV55PYXAS7SY24
This information is provided by RNS
The company news service from the London Stock Exchange
END
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