Quantum Pharma PLC Proposed Accelerated Bookbuild (0007N)

TIDMQP.

RNS Number : 0007N

Quantum Pharma PLC

20 October 2016

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN QUANTUM PHARMA PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF QUANTUM PHARMA PLC.

20 October 2016

This announcement contains inside information

Quantum Pharma Plc

('Quantum', the 'Group' or the 'Company')

Proposed Accelerated Bookbuild to raise up to GBP15 million

Quantum Pharma plc (AIM: QP.) announces a proposed fundraising up to GBP15 million (GBP14.3 million net of estimated expenses), by way of the conditional placing ("Placing") of up to 44,117,647 Placing Shares at a price of 34 pence per share (the "Issue Price") with existing and new institutional investors. If approved by Shareholders the Placing Shares to be issued pursuant to the proposed Placing will represent approximately 26.09 per cent. of the Enlarged Issued Share Capital of the Company. The Placing Shares will rank pari passu in all other respects with the Company's Existing Ordinary Shares.

The Placing Shares are being offered by way of an accelerated bookbuild ("Bookbuild"), which will be launched immediately following this announcement. Zeus Capital and N+1 Singer will be acting as joint bookrunners in connection with the Bookbuild.

It is expected that the finalisation of the proposed Placing will commence immediately following this announcement and a further announcement will be made to confirm its completion in due course.

The proposed Placing is subject to the passing of certain resolutions for which Shareholder approval will be sought at the General Meeting of the Company, which is expected to be convened shortly by the posting to Shareholders of a circular containing notice of the meeting.

As stated in the interim results announcement of 4 October 2016, the Board considers that a lower level of net debt would provide greater operational freedom to grow the core specials business and create further value in the niche pharmaceuticals pipeline, with a focus on unlicensed to licensed development.

Additional information on the Placing is included below.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

For further information:

 
 Quantum Pharma Plc 
 Ian Johnson, Chairman                         Tel: [phone] 
  Chris Rigg, CEO and CFO                                279 404 
  Craig Swinhoe, Group Strategic        www.quantumpharmaplc.com 
  Projects Director and Company 
  Secretary 
 
   Zeus Capital Limited                          Tel: +44 (0) 20 
   (Nominated Adviser & Joint                          3829 5000 
   Broker) 
 Andrew Jones / Nick Cowles                www.zeuscapital.co.uk 
  / Jamie Peel 
 Dominic Wilson / Adam Pollock 
  / John Goold 
 N+1 Singer 
  (Joint Broker)                                 Tel: +44 (0) 20 
  Aubrey Powell / James White                          7496 3000 
  / Sandy Ritchie                               www.n1singer.com 
  Nick Owen / Brough Ransom 
 Media enquiries: 
 Buchanan 
 Henry Harrison-Topham / Sophie                  Tel: +44 (0) 20 
  Cowles / Steph Watson                                7466 5000 
 [e-mail]               www.buchanan.uk.com 
 
 
   1.    Background to and reasons for the Placing 

Quantum announced its half year results for the six months ended 31 July 2016 on 4 October 2016, and also announced the results of a business review of key areas of the Group undertaken by the Board since the appointment of Chris Rigg as acting CEO in August 2016. The findings of this review are reproduced below:

   --   The core specials business remains strong and cash generative; 
   --   Market data continues to support the value of the Group's unlicensed to licensed pipeline; 

-- A simplified business, primarily focused on specials and the Group's unlicensed to licensed growth platform, offers the best opportunity for value creation;

-- Generic, generic plus and medical device products are proving more challenging to take to market and more conservative sales assumptions are required for those products;

   --   Decision taken to commence consultation on closure  of the underperforming  and  loss 

making NuPharm business;

   --   Further opportunities exist to reduce the Group's cost base; and 
   --   A lower level of net debt would help to support the further growth of the refocused business. 

The Company is now proposing to raise up to GBP15 million by way of a Placing.

   2.    Use of proceeds 

The Board believes that the Net Proceeds of the Placing will reduce the Group's net debt to a more appropriate level for a business of Quantum's type and size.

The proceeds of the Placing will initially be used to reduce the level of utilisation of the Group's revolving credit facility, which will create headroom in the Group's debt facilities, allowing increased operational and commercial flexibility. The reduced level of net debt will allow the Group to be able to invest in its business without decisions being constrained by the need to actively manage cash and debt levels.

   3.    Current Trading and Prospects 

The Group continues to trade in line with revised expectations set out in the half year results announcement of 4 October 2016.

The Board believes that the focused and simplified strategy to concentrate on the Group's key businesses, including its strong specials business and exciting unlicensed to licensed product pipeline, combined with the reduction in net debt levels achieved by the proposed Placing, will better position the Group to deliver its growth potential in the coming years. The Board is confident that the continuing growth opportunities available to a focused business on a sounder financial footing remain substantial.

   4.    Board Changes 

Yesterday Quantum announced the appointment of Chris Rigg as permanent CEO, the appointment of Ian Johnson as non-executive Chairman, the appointments of Christopher Mills and Dr John Brown as non-executive directors, and the resignation from the Board of John Clarke and Sheila Kelly. An extract from this announcement is reproduced below:

Following a formal search process, and having taken into account the feedback of a number of Quantum's major shareholders who are fully supportive of the strategy to simplify and focus the Group, the Board has today appointed Chris Rigg to the position of Chief Executive Officer on a permanent basis. Chris was appointed to the Board as CFO in March 2016 and has been Acting CEO since 1 August 2016. The Board has commenced a formal search process for a new CFO but, in the interim, as well as permanent CEO, Chris will remain as CFO until a replacement for that role is appointed.

Quantum is also pleased to announce the appointments to the Board of Ian Johnson as non-executive Chairman; Christopher Mills as non-executive Director and Dr John Brown as Senior Independent non-executive Director. The Board has commenced a formal search process for a further non-executive Director. John Clarke and Sheila Kelly, non-executive Chairman and non-executive Director respectively, have resigned from their positions on the Board with immediate effect to focus on other Directorships and new business appointments.

Ian Johnson is an experienced director in the healthcare and life science sector. He was founder and CEO of Biotrace International plc until its sale to 3M in 2006 and is currently Executive Chairman of Bioquell PLC and non-executive Chairman of Cyprotex plc. Ian has also served on the boards of various public and private companies in strategic consultancy and business development capacities including: Celsis International, Evans Analytical Group, MyCelx Technologies Corporation and AOI Medical Inc. Ian is a chartered biologist and a member of the Royal Society of Biology and the Institute of Directors.

Christopher Mills is an experienced non-executive Director. He founded Harwood Capital Management Ltd in 2011, a successor from its former parent company J O Hambro Capital Management Ltd, which he co-founded in 1993. He is Chief Executive of North Atlantic Smaller Companies Investment Trust plc, a Director and Investment Manager of Oryx International Growth Fund Ltd and Chief Investment Officer of Harwood Capital LLP. He is also a non-executive Director of several AIM-listed companies. Christopher was a Director of Invesco MIM, where he was head of North American investments and venture capital and of Samuel Montagu International. Together, North Atlantic Smaller Companies Investment Trust PLC and Oryx International Growth Fund Limited are interested in 13,850,000 Ordinary Shares representing 11.08 per cent. of the entire issued share capital of the Company.

Dr John Brown is an experienced non-executive director who has extensive experience in the life sciences and healthcare sectors. He is Chairman of Kyowa Kirin International and the Cell and Gene Therapy Catapult and a Director of Electrical Geodesics Inc. His board experience includes his roles as Chairman of Touch Bionics Ltd, BTG plc, and Axis-Shield plc, and as a Director of Vectura Group plc, Cambridge Antibody plc and Acambis plc.

   5.    Key elements of the Placing 

5.1 Placing

The Company is proposing to raise up to GBP15 million, (GBP14.3 net of estimated expenses), by way of

the conditional placing of up to 44,117,647 Placing Shares at the Issue Price with institutional

investors. The Placing Shares to be issued pursuant to the Placing will represent approximately

26.09 per cent. of the Enlarged Issued Share Capital. The Placing Shares will rank pari passu in all

respects with the Existing Ordinary Shares. The Issue Price represents a premium of 0.7 per cent.

to the mid-market closing price on 19 October 2016 (being the Latest Practicable Date). The

Placing is conditional on (amongst other things) Admission and has not been underwritten.

   5.2    Placing Agreement 

On 20 October 2016, the Company entered into the Placing Agreement with Zeus Capital and N+1

Singer pursuant to which Zeus Capital and N+1 Singer have agreed to use reasonable endeavours to

place the Placing Shares at the Issue Price. Under the Placing Agreement, the Company has given

Zeus Capital and N+1 Singer customary warranties and indemnities. Zeus Capital and N+1 Singer

also have customary termination rights in certain circumstances prior to Admission, including,

inter alia, where there is a material breach of any of the Warranties.

   6.    Effect of the Placing 

Up to 44,117,647 Placing Shares will be issued to Placees pursuant to the Placing. All the Placing Shares will, when issued and fully paid, rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.

The Placing Resolutions that will be set out in the Notice of General Meeting must be passed at the General Meeting in order for the Placing to proceed.

Upon completion of the proposed Placing, the Placing Shares will represent approximately 26.09 per cent. of the Enlarged Issued Share Capital and the Existing Ordinary Shares will represent approximately 73.91 per cent. of the Enlarged Issued Share Capital.

   7.    Risks and Uncertainties 

A description of the principal risks and uncertainties associated with the Group's business and how they are being managed is included in the Group's Annual Report and Accounts for the year ended 31 January 2016 (on pages 22-23). In the interim results released on 4 October 2016, the Board confirmed its view that these principal risks and uncertainties are as applicable to the remaining six months of the current financial year as they were to the first six months reviewed in the interim results.

   8.    General Meeting 

For the purposes of effecting the Placing, the Placing Resolutions will be proposed at the General Meeting.

The full text of the Resolutions will be set out in the Notice of General Meeting that will be posted shortly after the result of the accelerated bookbuild is announced.

Forward-looking statements

This announcement contains statements about Quantum Pharma Plc that are or may be deemed to be "forward-looking statements".

All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of Quantum Pharma Plc.

These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, the Prospectus Rules and/or the FSMA), Quantum Pharma Plc does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Quantum Pharma Plc or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of Quantum Pharma Plc at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

APPIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN QUANTUM PHARMA PLC.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES 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. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

No action has been taken by the Company, Zeus Capital Limited ("Zeus"), Nplus1 Singer Advisory LLP ("N+1 Singer") or any of their respective affiliates, associates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, the Republic of Ireland, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not apply.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons into whose possession this announcement comes are required by the Company, Zeus and N+1 Singer to inform themselves about and to observe any applicable restrictions. Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in this "Important Information" section of this Announcement.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

1 it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2 in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:

   2.1   it is a Qualified Investor within the meaning of Article 2(1)(e) of the Prospectus Directive; 

2.2 in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:

2.2.1 the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of Zeus and N+1 Singer has been given to the offer or resale; or

2.2.2 where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

3 it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;

4 it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and

5 except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the form of confirmation to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Zeus, N+1 Singer, the Company or any other person and none of Zeus, N+1 Singer, the Company or any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Zeus and N+1 Singer have today entered into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, each of Zeus and N+1 Singer (together "the Joint Brokers"), as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price.

The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

The expected timetable for settlement will be as follows:

 
Trade Date:                      9 November 2016 
Settlement Date:                11 November 2016 
CREST counterparty:                        ATMAY 
ISIN Code:                          GB00BRTL8Q42 
SEDOL Code (GB):                         BRTL8Q4 
Trade System of Origin:                    BLANK 
Stamp Status:                                  W 
Stamp Consideration:                         Nil 
Settlement Currency:                         GBP 
Deadline for input instruction  10 November 2016 
 into CREST: 
 

The times and dates set out above may be adjusted by Quantum Pharma plc with agreement from Zeus Capital and N+1 Singer in which event details of the new times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place no later than 11 November 2016 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

1 Zeus is acting as nominated adviser to the Company and each of the Joint Brokers is acting as broker to the Placing, as agent for and on behalf of the Company. Each of the Joint Brokers is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of the Joint Brokers (or either of them) or for providing advice in relation to the matters described in this Announcement.

2 Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Zeus and/or N+1 Singer to participate. Each of Zeus and N+1 Singer and any of their respective affiliates are entitled to participate in the Placing as principal.

3 The price per Placing Share (the "Placing Price") is fixed at 34 pence and is payable to N+1 Singer by all Placees.

4 Each Placee's allocation is determined by the Joint Brokers in their discretion following consultation with the Company and has been or will be confirmed orally by N+1 Singer and a form of confirmation will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of N+1 Singer and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the consent of N+1 Singer, such commitment will not be capable of variation or revocation at the time at which it is submitted.

5 Each Placee's allocation and commitment will be evidenced by a form of confirmation issued to such Placee by N+1 Singer. The terms of this Appendix will be deemed incorporated in that form of confirmation.

6 Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to N+1 Singer (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

7 Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

8 All obligations of Zeus and N+1 Singer under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

9 By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

10 To the fullest extent permissible by law and applicable FCA rules, none of (a) the Joint Brokers, (b) any of the Joint Brokers' affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with either of the Joint Brokers as defined in the Financial Services and Markets Act 2000 ("FSMA") ((b) and (c) being together "affiliates" and individually an "affiliate" of the relevant Joint Broker), (d) any person acting on behalf of either of the Joint Brokers, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Joint Brokers nor any of their respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as the Joint Brokers and the Company may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a form of confirmation or electronic confirmation by N+1 Singer, as soon as it is able which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to N+1 Singer.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by N+1 Singer in accordance with either the standing CREST or certificated settlement instructions which they have in place with N+1 Singer.

Settlement of transactions in the Placing Shares (ISIN: GB00BRTL8Q42) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to take place on 11 November 2016 unless otherwise notified by Zeus or N+1 Singer and Admission is expected to occur no later than 8.00 a.m. on 11 November 2016 unless otherwise notified by Zeus or N+1 Singer. Admission and Settlement may occur at an earlier date, which if achievable, will be set out in the Circular. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Brokers may agree that the Placing Shares should be issued in certificated form. N+1 Singer reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by N+1 Singer.

Each Placee is deemed to agree that if it does not comply with these obligations, Zeus or N+1 Singer may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the account of the relevant Joint Broker's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional form of confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of Zeus and N+1 Singer under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

   (a)             the passing of the Placing Resolutions at the General Meeting; 

(b) none of the warranties or undertakings on the part of the Company contained in the Placing Agreement being or having become untrue, inaccurate or misleading at any time before Admission, and no fact or circumstance having arisen which would render any of those warranties untrue, inaccurate or misleading;

(c) the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;

(d) Admission occurring by not later than 8.00 a.m. on 11 November 2016 (or such later date as the Company and Zeus and N+1 Singer may agree in writing, in any event being not later than 30 December 2016),

(all conditions to the obligations of the Joint Brokers included in the Placing Agreement being together, the "conditions").

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company, Zeus and N+1 Singer may agree, provided that the time for satisfaction of the condition set out in (d) above shall not be extended beyond 8.00 a.m. on 30 December 2016), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

Certain conditions may be waived in whole or in part by the Joint Brokers, in their absolute discretion, by notice in writing to the Company and the Joint Brokers may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

The Joint Brokers may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither Zeus, N+1 Singer, the Company nor any of their respective affiliates, agents, directors, officers, employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of N+1 Singer.

Termination of the Placing

The Joint Brokers may terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:

1 it comes to the attention of the Joint Brokers that any statement contained in the documents in connection with the Placing has become or been discovered to be untrue, inaccurate or misleading;

2 it comes to the attention of the Joint Brokers that there has been a breach of any of the warranties in the Placing Agreement; or

3 any of the conditions in the Placing Agreement become incapable of fulfilment before the latest time for fulfilment and have not been waived.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Joint Brokers that the exercise by the Company or the Joint Brokers of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Joint Brokers and that neither of the Company nor either of the Joint Brokers need make any reference to such Placee and that neither of the Joint Brokers, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by N+1 Singer of a form of confirmation confirming each Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

1 By participating in the Placing, each Placee (and any person acting on such Placee's behalf)

represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee)

that (save where the Joint Brokers expressly agree in writing to the contrary):

2 it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

3 it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Directive; and (b) has been or will be prepared in connection with the Placing;

4 the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

5 it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither of the Joint Brokers, the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement, or the Publicly Available Information; nor has it requested neither of the Joint Brokers, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

6 neither the Joint Brokers, any person acting on behalf of them or any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

7 (a) the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information; (b) neither of the Joint Brokers, nor the Company nor any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information; (c) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and (d) has not relied on any investigation that either of the Joint Brokers or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

8 the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Joint Brokers nor any persons acting on their behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

9 the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, the Republic of Ireland, Australia, Canada, Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, the Republic of Ireland, Australia, Canada, South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

   10              it and/or each person on whose behalf it is participating: 

11 is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

   12              has fully observed such laws and regulations; 

13 has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

14 has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

15 it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

16 the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

17 it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

18 it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

19 it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

20 neither of the Joint Brokers, or its respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of either of the Joint Brokers and neither of the Joint Brokers has any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

21 it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to N+1 Singer for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as the Joint Brokers may, in their absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

22 no action has been or will be taken by any of the Company, the Joint Brokers or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

23 the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. Neither of the Joint Brokers nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to pay the Company and N+1 Singer in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to a CREST stock account of N+1 Singer or transferred to a CREST stock account of N+1 Singer who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

24 it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company and the Joint Brokers for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

25 the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

26 it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

27 it is an authorised person as defined in section 31 of FSMA; and (b) section 86(7) of FSMA ("Qualified Investor"), being a person falling within Article 2.1(e) the Prospectus Directive. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

28 it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges;

29 it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);

30 if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the express prior written consent of the Joint Brokers has been given to the offer or resale;

31 it has neither received nor relied on any confidential price sensitive information about the Company in accepting this invitation to participate in the Placing;

32 neither of the Joint Brokers nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

33 neither of the Joint Brokers, the Company, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of either of the Joint Brokers, the Company or their respective affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of the rights and obligations of the Joint Brokers thereunder including any rights to waive or vary any conditions or exercise any termination right;

34 acknowledges and accepts that either of the Joint Brokers may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, neither of the Joint Brokers will not make any public disclosure in relation to such transactions;

35 each of the Joint Brokers and each of their affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by the Joint Brokers and/or any of their respective affiliates, acting as an investor for its or their own account(s). Neither of the Joint Brokers nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

36 it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive;

37 it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

38 it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

39 in order to ensure compliance with the Money Laundering Regulations 2007, either or both of the Joint Brokers (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the relevant Joint Broker or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Joint Brokers' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Joint Brokers', or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity, a Joint Broker (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Zeus and/or N+1 Singer and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

40 acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the form of confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Brokers' conduct of the Placing;

41 it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

42 it irrevocably appoints any duly authorised officer of either Zeus or N+1 Singer as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;

43 the Company, the Joint Brokers and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Joint Brokers, on their own behalf and on behalf of the Company and are irrevocable;

44 if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

   45              time is of the essence as regards its obligations under this Appendix; 

46 any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to N+1 Singer;

47 the Placing Shares will be issued subject to the terms and conditions of this Appendix; and

48 these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or N+1 Singer in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Joint Brokers and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by the Joint Brokers, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor either of the Joint Brokers shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify N+1 Singer accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Brokers in the event that either the Company and/or either of

the Joint Brokers has incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to each of the Joint Brokers for itself and on behalf of the Company and are irrevocable.

Each Placee and any person acting on behalf of the Placee acknowledges that neither of the Joint Brokers owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that either of the Joint Brokers may (at its absolute discretion) satisfy their obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with N+1 Singer, any money held in an account with N+1 Singer on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from N+1 Singer's money (as applicable) in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment.

No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

DEFINITIONS

In this Appendix to the Announcement and, as the context shall admit, in the Announcement:

 
 "Admission"              means the admission of the Placing 
                           Shares to trading on AIM becoming 
                           effective in accordance with 
                           the AIM Rules for Companies; 
 "AIM"                    means the market of that name 
                           operated by the London Stock 
                           Exchange; 
 "AIM Rules"              means the provisions of the London 
                           Stock Exchange AIM Rules for 
                           Companies as amended from time 
                           to time governing, inter alia, 
                           admission to AIM and the continuing 
                           obligations of AIM companies; 
 "Announcement"           means this announcement (including 
                           the appendix to this announcement); 
 "Circular"               means the circular to be issued 
                           by the Company to the holders 
                           of Ordinary Shares containing, 
                           inter alia, details of the Placing 
                           and the Notice of General Meeting; 
 "Company"                means Quantum Pharma Plc., a 
                           company incorporated and registered 
                           in England with company number 
                           09269818; 
 "CREST"                  means relevant computerised settlement 
                           system (as defined in the CREST 
                           Regulations) in respect of which 
                           Euroclear is the operator (as 
                           defined in those regulations) 
                           which facilitates the transfer 
                           of title to shares in uncertificated 
                           form; 
 "CREST Regulations"      means the Uncertificated Securities 
                           Regulations 2001 (SI 2001/3755) 
                           as amended from time to time; 
 "Directors" or           the directors of the Company 
  "Board"                  or any duly authorised committee 
                           thereof; 
 "Euroclear"              means Euroclear UK & Ireland 
                           Limited, the operator of CREST; 
 "Enlarged Share          means the issued share capital 
  Capital"                 of the Company immediately following 
                           Admission comprising the Existing 
                           Ordinary Shares and the Placing 
                           Shares; 
 "Existing Ordinary       means the 124,999,993 Ordinary 
  Shares"                  Shares in issue at the date of 
                           this Announcement, all of which 
                           are admitted to trading on AIM 
                           and being the entire issued ordinary 
                           share capital of the Company; 
 "Form of Proxy"          means the form of proxy for use 
                           in connection with the General 
                           Meeting which accompanies the 
                           Circular; 
 "FCA"                    means the UK Financial Conduct 
                           Authority; 
 "FSMA"                   means the Financial Services 
                           and Markets Act 2000 (as amended); 
 "General Meeting"        means the general meeting of 
                           the Company to be held in connection 
                           with the Placing; 
 "Group"                  means the Company and its subsidiaries 
                           as at the date of this Announcement; 
 "London Stock            means the London Stock Exchange 
  Exchange"                plc; 
 "Nominated Adviser"      means Zeus Capital Limited, the 
  or "Zeus"                Company's nominated adviser and 
                           broker; 
 "Notice of General       means the notice convening the 
  Meeting"                 General Meeting which will be 
                           set out at the end of the Circular; 
 "Ordinary Shares"        means the ordinary shares of 
                           10 pence each in the capital 
                           of the Company; 
 "Placing"                means the conditional placing 
                           of the Placing Shares by the 
                           Joint Brokers, as agents on behalf 
                           of the Company, pursuant to the 
                           Placing Agreement, further details 
                           of which are set out in this 
                           Announcement; 
 "Placing Agreement"      means the conditional agreement 
                           dated 20 October 2016 made between 
                           Zeus, N+1 Singer and the Company 
                           in relation to the Placing; 
 "Placing Price"          means 34 pence per Placing Share; 
 "Placing Resolutions"    means those of the Resolutions 
                           that relate to the Placing; 
 "Placing Shares"         means the 44,117,647 new Ordinary 
                           Shares to be issued pursuant 
                           to the Placing; 
 "Prospectus Rules"       means the prospectus rules made 
                           by the FCA pursuant to section 
                           73A of the FSMA; 
 "Resolutions"            means the resolutions set out 
                           in the Notice of General Meeting; 
 "UK"                     means the United Kingdom of Great 
                           Britain and Northern Ireland; 
                           and 
 "uncertificated"         means an Ordinary Share recorded 
  or "in uncertificated    on a company's share register 
  form"                    as being held in uncertificated 
                           form in CREST and title to which, 
                           by virtue of the CREST Regulations, 
                           may be transferred by means of 
                           CREST. 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

October 20, 2016 02:00 ET (06:00 GMT)