Diurnal Group PLC DELISTING AND CANCELLATION OF TRADING OF SHARES (9822E)

TIDMDNL

RNS Number : 9822E

Diurnal Group PLC

02 November 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

2 November 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

DELISTING AND CANCELLATION OF TRADING OF DIURNAL SHARES

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"). 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").

Further to the announcement made by the boards of Neurocrine and Diurnal on 1 November 2022 that the Scheme has become Effective in accordance with its terms, Diurnal confirms that the admission to trading of Diurnal Shares on the AIM Market of the London Stock Exchange has been cancelled with effect from 7:00 a.m. today.

Capitalised terms used but not otherwise defined in this announcement have the meaning given to them in the Scheme Document.

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

 
 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 
 

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.

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.

Forward looking statements

This announcement (including information incorporated by reference in this announcement) 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 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 member of the Diurnal Group 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 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. 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 and 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.

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November 02, 2022 04:00 ET (08:00 GMT)