Quantum Pharma PLC Scheme of Arrangement becomes Effective (2634V)

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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: [phone] 
-----------------------------------  -------------------------------- 
 N+1 Singer (Rule 3 Adviser           Tel. [phone] 
  to Quantum)                          3176 
  Sandy Fraser/James White/James 
  Hopton 
-----------------------------------  -------------------------------- 
 Numis (Financial adviser,            Tel: [phone] 
  Nominated Adviser and                1000 
  Joint Broker to Clinigen) 
  Michael Meade/James Black/Freddie 
  Barnfield 
-----------------------------------  -------------------------------- 
 RBC Capital Markets (Joint           Tel: [phone] 
  Broker to Clinigen)                  4000 
  Marcus Jackson/Elliot 
  Thomas/ Jack Wood 
-----------------------------------  -------------------------------- 
 Instinctif Partners (PR              Tel: [phone] 
  Adviser to Clinigen)                 2020 
  Adrian Duffield / Melanie            Email: [e-mail] 
  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 [phone]) 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 [phone] 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

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November 01, 2017 07:35 ET (11:35 GMT)