Diurnal Group PLC COURT SANCTION OF SCHEME OF ARRANGEMENT (5338E)

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RNS Number : 5338E

Diurnal Group PLC

28 October 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

28 October 2022

RECOMMED CASH ACQUISITION

Of

Diurnal Group plc ("Diurnal")

By

Neurocrine Biosciences, Inc. ("Neurocrine")

to be implemented by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

COURT SANCTION OF SCHEME OF ARRANGEMENT AND SUSPENSION OF DEALINGS

On 30 August 2022, the boards of Neurocrine and Diurnal announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Neurocrine shall acquire the entire issued and to be issued ordinary share capital of Diurnal (the "Acquisition"). Under the terms of the Acquisition, Scheme Shareholders will receive 27.5 pence in cash for each Scheme Share.

The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), full details of which were sent to the shareholders of Diurnal in the circular dated 23 September 2022 (the "Scheme Document").

On 21 October 2022, the Scheme was approved by the requisite majorities of Scheme Shareholders at the Court Meeting and the Resolution in connection with the implementation of the Scheme was passed by the requisite majority of Diurnal Shareholders at the General Meeting.

Capitalised terms used and not defined in this announcement have the meanings given to them in the Scheme Document.

Sanction of the Scheme

The boards of Neurocrine and Diurnal are pleased to announce that that the High Court of Justice in England and Wales has today made an order sanctioning the Scheme under section 899 of the Companies Act.

The Scheme will become Effective upon the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on 1 November 2022.

Next Steps

Diurnal confirms that last day of dealings in, or for registrations of transfers of, Diurnal Shares will be 31 October 2022 and the Scheme Record Time will be 6.00 p.m. 31 October 2022. Scheme Shareholders on Diurnal's register of members at the Scheme Record Time will, upon the Scheme becoming Effective, be entitled to receive the consideration under the Scheme.

Dealings in Diurnal Shares on AIM will be suspended from 7:30 a.m. on 1 November 2022. The suspension is made pursuant to Diurnal's application to the London Stock Exchange and is being effected as part of the Scheme.

It is expected that, subject to the Scheme becoming Effective on 1 November 2022, the cancellation of admission to trading of Diurnal Shares on AIM will take effect from 7:00 a.m. on 2 November 2022.

A further announcement will be made when the Scheme becomes Effective.

General

All references in this announcement to times are to London time unless otherwise stated. The expected timetable of principal events for the implementation of the Scheme remains as set out in the Scheme Document. The dates and times given are indicative only and are based on Diurnal's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates change, the revised times and/or dates will be notified to Diurnal Shareholders by announcement through a Regulatory Information Service.

 
 Enquiries: 
 Diurnal Group plc 
                                                     [phone] 
 Richard Bungay, Interim Chief Executive Officer      1000 
 
 Panmure Gordon (UK) Limited (Rule 3 Adviser, 
  Financial Adviser, Nominated Adviser and Broker 
  to Diurnal) 
                                                     [phone] 
 Freddy Crossley                                      2500 
 Emma Earl 
 Mark Rogers 
 Rupert Dearden 
 
 Torreya (Strategic Adviser to Diurnal) 
                                                     [phone] 
 Stephanie Léouz on                              4550 
 Kelly Curtin 
 
 FTI Consulting (Media and Investor Relations 
  Adviser to Diurnal) 
 Simon Conway 
  Victoria Foster Mitchell                           [phone] 
  Alex Davis                                          1000 
 
   Neurocrine Biosciences, Inc. 
 Todd Tushla, Vice President, Investor Relations     [phone] 
 
 Smith Square Partners (Financial Adviser 
  to Neurocrine) 
                                                     [phone] 
 John Craven                                          7260 
 Toby Rolls 
 

Eversheds Sutherland (International) LLP is retained as legal adviser to Diurnal and Cooley (UK) LLP is retained as legal adviser to Neurocrine.

Important Notices

This announcement is for information purposes only and does not constitute, or form any part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities in any jurisdiction, pursuant to the Acquisition or otherwise.

The Acquisition shall be made solely by means of the Scheme Document (together with the Forms of Proxy) (or, if the Acquisition is implemented by way of Takeover Offer, the Takeover Offer document), which shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

This announcement has been prepared for the purpose of complying with the laws of England and Wales 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 England and Wales.

The Acquisition shall be subject to the applicable requirements of the Code, the AIM Rules, the Panel, the London Stock Exchange and the Financial Conduct Authority.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

This announcement does not constitute a prospectus or prospectus exempted document.

Disclaimers

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser, Rule 3 adviser, nominated adviser and broker to Diurnal and for no one else in connection with the Acquisition and other matters referred to in this announcement and will not be responsible to anyone other than Diurnal for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither Panmure Gordon nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Panmure Gordon in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Torreya Capital LLC ("Torreya"), which is authorised and regulated in the UK by the FCA and is a member of FINRA/SIPC in the US, is acting exclusively for Diurnal and no one else in connection with the Acquisition and will not be responsible to anyone other than Diurnal for providing the protections afforded to clients of Torreya nor for providing advice in connection with the Acquisition or any other matter referred to herein.

Smith Square Partners LLP ("Smith Square Partners"), which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Neurocrine and no one else in connection with the Acquisition and will not be responsible to anyone other than Neurocrine for providing the protections afforded to clients of Smith Square Partners nor for providing advice in relation to the Acquisition or any other matters referred to in this document. Neither Smith Square Partners nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Smith Square Partners in connection with the Acquisition, this document, any statement contained herein or otherwise.

Overseas Shareholders

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Neurocrine or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Diurnal Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Additional information for US investors

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.

However, if Neurocrine were (subject to Panel consent) to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable United States laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act and any applicable exemptions thereunder. Such a takeover would be made in the United States by Neurocrine and no one else.

In accordance with normal United Kingdom practice, Neurocrine or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Diurnal outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com .

The receipt of consideration by a US holder for the transfer of its Diurnal Shares pursuant to the Scheme shall be a taxable transaction for United States federal income tax purposes. Each Diurnal Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

Financial information relating to Diurnal included in this announcement and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Neurocrine is organised under the laws of the State of Delaware in the United States of America and Diurnal is organised under the laws of England and Wales. Some or all of the officers and directors of Neurocrine and Diurnal, respectively, are residents of countries other than the United States. In addition, some of the assets of Neurocrine and Diurnal are located outside the United States. As a result, it may be difficult for US shareholders of Diurnal to effect service of process within the United States upon Neurocrine or Diurnal or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the securities laws of the United Kingdom.

Forward looking statements

This announcement (including information incorporated by reference in this announcement) and the Scheme Document, may contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Diurnal, any member of the Diurnal Group, Neurocrine, any member of the Neurocrine Group or the Enlarged Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this announcement or the Scheme Document may relate to Diurnal, any member of the Diurnal Group, Neurocrine, any member of the Neurocrine Group or the Enlarged Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Neurocrine's, any member of the Neurocrine Group or Diurnal's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Neurocrine's, any member of the Neurocrine Group or Diurnal's business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, and any epidemic, pandemic or disease outbreak. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.

Neither Diurnal or any of Neurocrine or any member of the Neurocrine Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement or the Scheme Document shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature involve, risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Enlarged Group, there may be additional changes to the Enlarged Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward-looking statements speak only at the date of this announcement or the Scheme Document (as applicable). All subsequent oral or written forward-looking statements attributable to any member of the Neurocrine Group or Diurnal Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Diurnal, the Diurnal Group, Neurocrine and the Neurocrine Group and their respective associates, directors, officers, employees or advisers expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this announcement or the Scheme Document is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Neurocrine or Diurnal, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Neurocrine or Diurnal, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the

relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they shall be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at http://www.thetakeoverpanel.org.uk , including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and availability of hard copies

A copy of this Announcement and the documents required to be published pursuant to Rule 26.3 of the Takeover Code, shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the websites of Diurnal at https://www.diurnal.com/investor/dallas and of Neurocrine at https://www.neurocrine.com/investors by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.

Diurnal Shareholders may request a hard copy of this announcement by contacting Link Group on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Lines are open between 09:00 am-17:30 pm, Monday to Friday excluding public holidays in England and Wales or by submitting a request in writing to our Registrars at Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. If you have received this announcement in electronic form, copies of this announcement and any other document or information incorporated by reference into this document will not be provided unless such a request is made.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Diurnal Shareholders, persons with information rights and other relevant persons for the receipt of communications from Diurnal may be provided to Neurocrine during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

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October 28, 2022 09:22 ET (13:22 GMT)