BioPharma Credit PLC Publication of Circular (0189I)

TIDMBPCR

RNS Number : 0189I

BioPharma Credit PLC

16 March 2018

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW.

Neither this announcement, nor anything contained herein shall constitute or form a part of any offer to sell, or a solicitation of any offer to purchase or otherwise acquire, securities by any US Persons or in the United States or any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

BioPharma Credit plc

Publication of Circular

16 March 2018

Further to the publication of the Prospectus on 14 March 2018, the Company has today published a circular convening an extraordinary general meeting of Shareholders at 11:00 a.m. on 11 April 2018 (the "Circular") in order to seek the approval of independent Shareholders for certain related parties to be able to participate in the Initial Placing and Offer and/or any subsequent Placing.

As disclosed in the Prospectus and the Circular, the Company has certain related parties pursuant to the Listing Rules (to the extent that the Company voluntarily complies with them) as a result of such party currently being or having been a substantial shareholder of the Company in the past 12 months. These related parties are Invesco Asset Management Limited (as agent for and on behalf of its discretionary manager clients) and its associates, and Prudential plc and its associates (the "Related Parties"). Participation by any of the Related Parties in the Issue will be treated as a related party transaction for the purposes of the Listing Rules (the "Related Party Transactions").

The Directors believe that the approval of the Related Party Transactions will be beneficial to the overall Issue and would be in the interests of all Shareholders. The Circular published today convenes a general meeting of the Shareholders in order to seek the approval of Shareholders (independent of that Related Party and its associates) for each Related Party to be able to participate in the Initial Placing and Offer and/or any subsequent Placing.

Further details are set out in the Circular.

Expected timetable

 
 Latest time and date for receipt of forms of proxy for the EGM    11:00 a.m. on 9 April 2018 
---------------------------------------------------------------  ---------------------------- 
 Extraordinary General Meeting                                    11:00 a.m. on 11 April 2018 
---------------------------------------------------------------  ---------------------------- 
 

All references to times in this document are to London times, unless otherwise stated.

A copy of the Circular will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM

Capitalised terms used in this announcement and not otherwise defined will have the meanings given to them in the Circular.

Enquiries:

BioPharma Credit plc

via Link Company Matters Limited

Company Secretary

[phone]

J.P. Morgan Securities plc - Joint Global Coordinator and Joint Bookrunner

[phone]

William Simmonds

Oliver Kenyon

Anne Ross

Goldman Sachs International - Joint Global Coordinator and Joint Bookrunner

[phone]

Charlie Lytle

Shomick Bhattacharya

Jennie Holloway

Tom Hartley

Merrill Lynch International - Joint Bookrunner

[phone]

Rob Parker

Daniel Norman

Tom Milner

Buchanan

[phone] / [e-mail]

David Rydell

Mark Court

Jamie Hooper

Henry Wilson

The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"), and as such investors will not be entitled to the benefits of the Investment Company Act. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any "U.S. persons" as defined in Regulation S under the Securities Act ("US Persons"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Shares or passed upon or endorsed the adequacy or accuracy of this announcement.

LEI: 213800AV55PYXAS7SY24

This information is provided by RNS

The company news service from the London Stock Exchange

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March 16, 2018 09:30 ET (13:30 GMT)