Quantum Pharma PLC Scheme of Arrangement becomes Effective (2634V)
01 November 2017 - 10:35PM
UK Regulatory
TIDMQP.
RNS Number : 2634V
Quantum Pharma PLC
01 November 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
1 November 2017
Recommended Acquisition
of
Quantum Pharma Plc
("Quantum" or the "Company")
by
Clinigen Group plc
("Clinigen")
Scheme of Arrangement ("the Scheme") becomes Effective
The Boards of Quantum and Clinigen are pleased to announce that,
further to yesterday's announcement by Quantum that the Court had
sanctioned the Scheme of Arrangement, the related Court Order has
been delivered to the Registrar of Companies and accordingly the
Scheme has become effective in accordance with its terms.
As previously advised, the cancellation of trading of the
Quantum Shares on AIM is expected to take place at 7.00 a.m. on 2
November 2017.
A Scheme Shareholder on the register of members of Quantum at
6.00 p.m. on Monday 30 October 2017 will be entitled to receive 37
pence in cash and 0.0405 New Clinigen Shares for each Scheme Share
held. As a result of the Scheme becoming effective, and in
accordance with the terms of the Scheme, 6,849,264 New Clinigen
Shares have been issued and are expected to be admitted pursuant to
the timetable for settlement set out below.
Event Time and/or date
2017
Admission of the New Clinigen 8.00 a.m. on Thursday
Shares on AIM 2 November
Crediting of New Clinigen on or soon after
Shares to CREST accounts Thursday 2 November
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
General
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, in the investor section of Quantum's website at
www.quantumpharmagroup.com and the investor section of Clinigen's
website at www.clinigengroup.com.The content of these websites are
not incorporated into, and do not form part of, this
announcement.
Full details of the Acquisition are set out in the Scheme
Document dated 29 September 2017. Defined terms used but not
defined in this announcement have the same meanings set out in the
Scheme Document.
The Company is no longer in an "Offer Period" as defined in the
Code and accordingly the dealing disclosure requirements previously
notified to investors no longer apply.
END
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) 20 7457
Adviser to Clinigen) 2020
Adrian Duffield / Melanie Email: clinigen@instinctif.com
Toyne Sewell / Alex Shaw
----------------------------------- --------------------------------
Important notices
N+1 Singer, which is authorised and regulated by the FCA, is
acting exclusively for Quantum as its financial adviser for the
purposes of Rule 3 of the Takeover Code and in relation to the
Acquisition and other matters referred to in this document 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 content of this document or any
matter or arrangement 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.
You may request a hard copy of this announcement or the Scheme
document (and any information expressly incorporated by reference
in this document) free of charge by contacting Capita Asset
Services, PXS, 34 Beckenham, Kent BR3 4TU, on 0871 664 0300 (or, if
calling from outside the UK, on +44 371 664 0300) between 9.00 a.m.
and 5.30 p.m. Monday to Friday (excluding bank or public holidays)
or by submitting a request in writing to Capita Asset Services,
PXS, 34 Beckenham, Kent BR3 4TU. Calls to the 0871 644 0300 number
cost 12 pence per minute (excluding VAT) plus your service
provider's network extras. Calls to +44 371 664 0300 from outside
the UK will be charged at applicable international rates. Different
charges may apply to calls from mobile telephones and calls may be
recorded and randomly monitored for security and training purposes.
Please note that no advice on the Acquisition, nor any legal,
taxation or financial advice, can be given. It is important that
you note that unless you make such a request, a hard copy of this
document and any such information incorporated by reference in it
will not be sent to you. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form.
Overseas Shareholders
The release, publication and distribution of this announcement
in jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons who are not
resident in the United Kingdom into whose possession this
announcement comes should inform themselves about and observe any
such restrictions. Failure to comply with any such 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. Copies of this announcement and any formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from any Restricted
Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAZMMGMMMDGNZM
(END) Dow Jones Newswires
November 01, 2017 07:35 ET (11:35 GMT)
Quantum Phar. (LSE:QP.)
Historical Stock Chart
From Apr 2024 to May 2024
Quantum Phar. (LSE:QP.)
Historical Stock Chart
From May 2023 to May 2024